HomeMy Public PortalAbout06 June 21, 2006 Property Committee77255
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
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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
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R I V E R S / D E C O U N T Y T R A N S P O R T A T I O N C O M M I S S I O N
D A T E :
J u n e 2 1 , 2 0 0 6
T O :
P r o p e r t y C o m m i t t e e
F R O M :
S t e p h a n i e W i g g i n s , R e g i o n a l P r o g r a m s D i r e c t o r
T H R O U G H :
A n n e M a y e r , D e p u t y E x e c u t i v e D i r e c t o r
S U B J E C T :
M o d i f i c a t i o n N o . 1 t o R C T C S t a t i o n J o i n t D e v e l o p m e n t G u i d e l i n e s
S T A F F R E C O M M E N D A T I O N :
T h i s i t e m i s f o r t h e C o m m i t t e e t o m o d i f y t h e R C T C S t a t i o n J o i n t D e v e l o p m e n t
G u i d e l i n e s t o i n c l u d e a D e v e l o p m e n t T e a m p r e q u a l i f i c a t i o n p e r i o d o f t w o y e a r s .
B A C K G R O U N D I N F O R M A T I O N :
A t i t s J u n e 2 0 0 5 m e e t i n g , t h e C o m m i s s i o n a p p r o v e d t h e R C T C S t a t i o n J o i n t
D e v e l o p m e n t G u i d e l i n e s , w h i c h a u t h o r i z e d t h e P r o p e r t y C o m m i t t e e t o m a k e a n y
g u i d e l i n e m o d i f i c a t i o n s . A s a r e s u l t o f t h e i n i t i a l p r o c e s s o f d e v e l o p i n g a
r e c o m m e n d a t i o n f o r a n E x c l u s i v e N e g o t i a t i n g A g r e e m e n t f o r J o i n t D e v e l o p m e n t a t
t h e L a S i e r r a S t a t i o n , s t a f f i s r e q u e s t i n g a m o d i f i c a t i o n o f t h e J o i n t D e v e l o p m e n t
G u i d e l i n e s ; s p e c i f i c a l l y , t h e a d d i t i o n o f a p r o v i s i o n t h a t d e v e l o p m e n t t e a m s b e
p r e - q u a l i f i e d f o r a p e r i o d o f t w o y e a r s .
T h e c u r r e n t p r e - q u a l i f i c a t i o n p r o c e s s i s r i g o r o u s a n d t h e p a n e l i s c o m p r i s e d o f
f i n a n c e , c i t y p l a n n i n g , c i t y r e d e v e l o p m e n t , a n d r i g h t - o f - w a y p r o f e s s i o n a l s . O n c e a
d e v e l o p m e n t t e a m i s p r e q u a l i f i e d , t h i s p r o v i s i o n w o u l d r e d u c e t h e a d m i n i s t r a t i v e
b u r d e n o n b o t h s t a f f a s w e l l a s t h e d e v e l o p m e n t t e a m s f o r a n y s u b s e q u e n t j o i n t
d e v e l o p m e n t o p p o r t u n i t i e s a t f u t u r e s t a t i o n s .
A t t a c h m e n t : R C T C R a i l S t a t i o n J o i n t D e v e l o p m e n t G u i d e l i n e s
A g e n d a I t e m 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
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R C T C R a i ! S t a t i o n J o i n t D e v e l o p m e n t G u i d e l i n e s , J u n e 2 0 0 5
7 . P r o j e c t s a r e e n c o u r a g e d w h i c h r e q u i r e n o c o m m i t m e n t o f R C T C f i n a n c i a l
r e s o u r c e s , m i n i m i z e a n y i n v e s t m e n t r i s k , a n d m a x i m i z e a s s e t s e c u r i t y f o r
R C T C ;
8 . W h e r e a p p r o p r i a t e , a s d e f i n e d i n t h e s i t e - s p e c i f i c c o n c e p t u a l d e v e l o p m e n t
g u i d e l i n e s e n u m e r a t e d i n t h e R F P , p r o j e c t s a r e e n c o u r a g e d w h i c h p r o v i d e
n e w o r a d d i t i o n a l s t a t i o n p a r k i n g f a c i l i t i e s ; a n d
9 . P r o j e c t s m u s t a l l o w R C T C t o r e t a i n s t a t i o n f a c i l i t y a n d r e l a t e d t r a n s p o r t a t i o n
s e r v i c e d e s i g n a n d l o c a t i o n a u t h o r i t y a n d a c c e s s t o a l l n e c e s s a r y s t a t i o n
o p e r a t i o n a l f a c i l i t i e s .
R a i l S t a t i o n J o i n t D e v e l o p m e n t I m p l e m e n t a t i o n P r o c e d u r e s
R C T C w i l l p e r i o d i c a l l y p r e p a r e c o n c e p t u a l d e v e l o p m e n t s t r a t e g i e s f o r R C T C - o w n e d
p r o p e r t i e s a t M e t r o l i n k c o m m u t e r r a i l s t a t i o n s . T h e R C T C w i l l a l s o c o n s u l t w i t h
l o c a l j u r i s d i c t i o n s r e g a r d i n g l o c a l l a n d u s e d e v e l o p m e n t e f f o r t s . T h e s e c o n c e p t u a l
d e v e l o p m e n t s t r a t e g i e s a n d c o n s u l t a t i o n s w i t h l o c a l j u r i s d i c t i o n s s h a l l p r o v i d e t h e
b a s i s f o r e s t a b l i s h i n g p r o j e c t p r i o r i t i e s a n d i m p l e m e n t a t i o n a p p r o a c h e s t o e n s u r e
m a x i m u m a t t a i n m e n t o f R C T C ' s j o i n t d e v e l o p m e n t g o a l s .
, R C T C w i l l b e o p e n a n d c o m p e t i t i v e i n m a r k e t i n g i t s p r o p e r t i e s . R C T C s h a l l s o l i c i t
i c o m p e t i t i v e p r o p o s a l s f o r j o i n t d e v e l o p m e n t o f i t s p r o p e r t i e s . T h e s t a n d a r d R C T C
p r o c u r e m e n t p r o c e d u r e s s h a l l b e u s e d a s t h e g e n e r a l g u i d e l i n e f o r d e t e r m i n i n g t h e
a p p r o p r i a t e p r o c e s s f o r s o l i c i t a t i o n . R C T C s h a l l n o t a c c e p t u n s o l i c i t e d w r i t t e n
p r o p o s a l s f o r j o i n t d e v e l o p m e n t o n R C T C o w n e d p r o p e r t y .
P r o p o s a l S o l i c i t a t i o n a n d E v a l u a t i o n P r o c e s s
R C T C m a y p e r i o d i c a l l y i n i t i a t e a p r o c e s s t o s o l i c i t d e v e l o p m e n t p r o p o s a l s f o r
s p e c i f i c p r o p e r t i e s o w n e d b y R C T C . I n s o l i c i t i n g j o i n t d e v e l o p m e n t p r o p o s a l s , t h e
R C T C s h a l l p r o v i d e a v a i l a b l e r e l e v a n t s i t e i n f o r m a t i o n i n c l u d i n g t h e c o n c e p t u a l
d e v e l o p m e n t s t r a t e g i e s f o r t h e s i t e a n d e n c o u r a g e d e v e l o p e r s t o s e e k i n f o r m a t i o n
o r c o n s u l t w i t h l o c a l j u r i s d i c t i o n s r e g a r d i n g c u r r e n t a n d p l a n n e d l a n d u s e s i n t h e
p r o j e c t a r e a . T h e R F Q / R F P w i l l o u t l i n e t h e m i n i m u m q u a l i f i c a t i o n s a n d p r o j e c t
s e l e c t i o n c r i t e r i a , i n c l u d i n g a n y u n i q u e c a p a b i l i t i e s o r c r e d e n t i a l s w h i c h w o u l d b e
r e q u i r e d o f t h e p r o p o s e r . P r e - p r o p o s a l c o n f e r e n c e s m a y b e h e l d , a s d e e m e d
n e c e s s a r y b y R C T C .
T h e s o l i c i t a t i o n p r o c e s s w i l l c o n s i s t o f t w o d i s t i n c t s t a g e s = a n a s s e s s m e n t o f
q u a l i f i c a t i o n s a n d a n a s s e s s m e n t o f d e v e l o p m e n t p r o p o s a l s . T h e f i r s t s t a g e , t h e
Q u a l i f i c a t i o n s A s s e s s m e n t , i n v o l v e s a r e q u e s t f o r q u a l i f i c a t i o n s ( R F Q ) . T h i s s t a g e
e s t a b l i s h e s t h e f i t n e s s o f p o t e n t i a l d e v e l o p m e n t t e a m s t o p r e s e n t f o r m a l
d e v e l o p m e n t p r o p o s a l s t o t h e R C T C f o r t h e s p e c i f i c s i t e . D u r i n g t h i s s t a g e ,
d e v e l o p m e n t t e a m s a r e t o b e e v a l u a t e d o n t w o m a j o r c r i t e r i a :
1 . t h e E x p e r i e n c e a n d Q u a l i f i c a t i o n s o f t h e D e v e l o p m e n t T e a m
2 . t h e F i n a n c i a l C a p a c i t y o f t h e D e v e l o p m e n t T e a m
R e v # 1 , I I R 9 / 0 5
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
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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..
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ATTACHMENT B
HOURLY FEE SCHEDULE
KEYSER MARSTON ASSOCIATES, INC.
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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.
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