Benjamin Franklin Public Library 2200 East First Street, Los Angeles CA 90033 December 11, 2014 @ 6:15 Pm

MYNOR GODOY MARGARITA AMADOR RAFAEL CHAGOYA PLUC Chair PLUC Officer PLUC OFficer

HELEN MERCADO JASON GALLEGOS BANA HAFFAR Stakeholder Stakeholder Stakeholder Stakeholder

Boyle Heights Neighborhood Council Planning and Land Use Committee Meeting at Benjamin Franklin Public Library 2200 East First Street, Los Angeles CA 90033 December 11, 2014 @ 6:15 pm

I. Meeting to be called to order

II. Welcome and roll call [5 Minutes]

III. Approval of Minutes of the September 18, October 9, and November 13, 2014 Planning and Land Use Committee

IV. Government and Community Presentations [20 Minutes] a. Vincent Gonzalez, Community Relations Manager, Metro i. Overview of Metro’s Joint Development Process, Community Input Process for the Eastside Development Sites

V. General Public Comment (Limited to 2 minutes per speaker) [30 Minutes] The public may provide comments to the board on non-agenda items within the Neighborhood Council’s subject matter jurisdiction. However, please note that under the Brown Act, the board is prevented from acting on the issue you bring to its attention until the matter is agendize for discussion at a future public meeting.

VI. Discussion and possible action regarding the Metro Board’s authorization of an Exclusive Negotiation Agreement and Planning Document (ENA) with Primestor Development Inc. (Primestor) on Metro-owned property situated at and across the street from the Metro Gold Line Mariachi Plaza station. [15 Minutes] a. Primestor, or an entity created by Primestor, will be given opportunity to explore the feasibility of developing a commercial real estate development and to negotiate the development scope and business terms to be included in a joint development agreement (JDA), ground lease(s) and other development documents

In compliance with Government Code section 54957.5, non-exempt writings that are distributed to a majority or all of the board in advance of a meeting, may be viewed at1) Hollenbeck Police Station, 2111 East First Street, LA, 90033 and at BHNC.NET our website, or at the scheduled meeting. In addition, if you would like a copy of any record related to an item on the agenda, please contact [email protected]. The Boyle Heights Neighborhood Council will hold its regular General Board meetings on the fourth Wednesday of every month and its Executive Committee meetings on the third Tuesday of every month and may also call any additional required special meetings in accordance with its Bylaws and the Brown Act. The Boyle Heights Neighborhood Council complies with Title II of the Americans with Disabilities Act and does not discriminate on the basis of any disability. Upon request, the Boyle Heights Neighborhood Council will provide reasonable accommodations to ensure equal access to its programs, services, and activities. Sign language interpreters, assistive listening devices, or other auxiliary aids and/or services may be provided upon request. To ensure the availability of services, please make your request at least 3 business days (72 hours) prior to the meeting you wish to attend by contacting the Neighborhood Council go to BHNC.net.BHNC local office: 2130 East First Street, Suite 110, Los Angeles, CA 90033.

City of Los Angeles, California DEPARTMENT OF NEIGHBORHOOD EMPOWERMENT. City Hall, 200 North Spring Street, Ste. 2005. Los Angeles, California 90012 TELEPHONE: (213) 978-1551, TOLL-FREE: 3-1-1, FAX: (213) 978-1751, E-MAIL: [email protected], www.EmpowerLA.org AN EQUAL OPPORTUNITY AFFIRMATION ACITON EMPLOYER

b. Proposed Development: 2 buildings, one 3-stories and one 8-stories, with a total of 120,570 sq. ft. of commercial space.

VII. Discussion and possible action regarding the Metro Board’s authorization of an Exclusive Negotiation Agreement and Planning Document (ENA) with Bridge Housing Corporation/East LA Community Corporation (“Bridge/ELACC”) on Metro-owned property situated at and across the street from the Metro Gold Line Soto station. [15 Minutes] a. Bridge/ELACC, or an entity created by Bridge/ELACC, will be given the opportunity to explore the feasibility of developing two mixed-use real estate developments and to negotiate the development scope and business terms to be included in a joint development agreement (JDA), ground lease(s) and other development documents b. Proposed Development: 88 affordable apartments (49 for families and 39 for seniors) and 16,400 sq. ft. of street level retail space in buildings ranging from 4 to 6 stories.

VIII. Discussion and possible action regarding the Metro Board’s authorization of an Exclusive Negotiation Agreement and Planning Document (ENA) with Abode Communities (Abode) on Metro-owned property at Chavez and Soto. [15 Minutes] a. Abode, or an entity created by Abode, will be given the opportunity to explore the feasibility of developing a mixed-use real estate development and to negotiate the development scope and business terms to be included in a joint development agreement (JDA), ground lease(s) and other development documents b. Proposed Development: 77 affordable family rental homes and 8,000 sq. ft. commercial space.

IX. Discussion and possible action to attach a Community Impact Statement (CIS) to Council File (CF) 14-0163-S3 (sidewalk repair) [10 Minutes] a. The City will issue bonds to finance the repair. No new taxes unless accompanied by meaningful budget reform. The City may develop alternative plans that rely on property owners volunteering. Property owners and the City may retain independent contractors and managers. The City will assess/prioritize the status of sidewalks and the repairs. The City will establish a independent Oversight Committee to ensure transparency throughout the process. b. Additional Information: There is concern over what effect the “release” to the property owner for sidewalk responsibility has on the “legal liability” aspect.

X. Announcements [3 Minutes]

XI. Upcoming Meetings [2 Minutes] a. BHNC Board Meetings are every fourth Wednesday of the month in the Boyle Heights City Hall Community Room. Next meeting is January 28, 2015 at 7 PM. b. PLUC Meetings are every second Thursday of the month in the Benjamin Franklin Library. Next meeting is January 8, 2014 at 6:15 PM.

XII. Adjournment

Metro Joint Development Process

Initial Community Developer Community Outreach Metro Board Permitting and Outreach Solicitation/ Approves JDA Construction Selection** Design, Board Approves Environmental Development Metro Board Clearances*** Guidelines* Authorizes ENA Developer Due Diligence

> Community >Issue Requests for >Developers >Board approves >City engineering Meetings Proposals (RFPs) progress Joint Development architectural design Agreement (JDA) >Construction >Board adopts >Evaluate Proposals documents planning and >Community development >Community outreach and input - >City building guidelines check-in several iterations permits

>Board authorizes >Entitlements and >City-related Exclusive CEQA process approvals Negotiation Agreement (ENA) >Negotiation of >On-site with recommended tinancial terms construction developer(s) >Occupancy

approximate overall time frame: 42 - 60 months

4 months 6 months 12 - 24 months 2 months 18 - 24 months

approximate overall time frame: 42 - 60 months *Staff may undertake preliminary market analysis or related studies prior to the drafting of development guidelines. **Once the RFIQ/RFP is released, Metro is in a "blackout" period. During this period, Metro cannot discuss the specific content of proposals until the Board approves a recommended developer. Metro can do general outreach to keep stakeholders approved of the process and key dates. ***Proposed use requires local jurisdiction approval and may include environmental, zoning, and local plan consistency review and public hearings. Opportunities for Community Input in Metro’s Eastside Gold Line Joint Development Sites

Prior to formal action from the Metro Board of Directors approving developers for the 3 eastside joint development sites, Metro’s joint development team can solicit general feedback on the community’s interests and concerns for the sites. These interests and concerns will be reflected in the Board report submitted for the February 26th meeting of the Metro Board of Directors.

If the Board authorizes negotiation with recommended Developers, the following activities will commence:

(1) TOD Design Review Advisory Committee (Advisory Committee): Pursuant to a commitment made to community stakeholders, Metro has formed the Advisory Committee. We have invited a broad array of stakeholders including representing residents, property owners, business owners, nonprofits, the Neighborhood Council and other local institutions to participate. This group will be facilitated by an outside design review consultant and will convene to review each stage of design development - there are four stages. At each stage, the Developer will participate and will be required to respond to the Advisory Committee feedback; (2) Community Outreach Plan: The Exclusive Negotiations Agreement (ENA) requires each developer to submit to Metro a community outreach plan within 60 days of executing the ENA. Following through on that plan is part of the Developer’s responsibility under the ENA and Metro will work closely with the Developers on the process; (3) Entitlements: Each developer will conduct community outreach on their own as all 3 of the proposed projects need entitlement review and CEQA findings adopted through the normal City of LA planning and building department process. These actions follow a very public process; (4) Developers committed to community-driven process: All 3 of the Developers recommended for ENAs demonstrated a strong commitment to a community driven process in the realization of their proposed projects. BOYLEHEIGHTSTRANSITORIENTEDDEVELOPMENT DESIGNREVIEWADVISORYCOMMITTEE PROCESSOVERVIEW

I. BACKGROUND

Metro’s Joint Development team has evaluated developer proposals for three project sites (the “Projects”) located in Boyle Heights through a recent competitive request for proposals. Joint Development is recommending the Board to enter into Exclusive Negotiation Agreements (ENAs) with the developers. During the ENA period, Metro will work with the developers to negotiate the terms of a Joint Development Agreement (JDA) and Ground Lease, for the design, development and long-term management of the sites. Developers will be required to complete the CEQA process before Metro can enter into a JDA, therefore the ENA period will extend for 18 months, and in that time we expect the development projects to progress through the Schematic Design process. At the end of the ENA period, if all parties have come to an agreement on terms, Metro staff will present the JDA and Ground Lease to the Metro Board of Directors for approval.

The Boyle Heights Design Review Advisory Committee (hereinafter referred to as the “Advisory Committee”) is established to advise Metro on the design of the Projects, and to act as representatives of residents, businesses, and institutions in the project area, as well as to serve as the formal means through which the community members are involved in the evaluation of the design process. The Advisory Committee will continue through the ENA and JDA periods, until the final design for the Projects is complete.

To ensure the architectural quality of the Projects and their ability to both promote transit and enhance the neighborhoods, Metro will hire an architecture and urban design firm to facilitate the design review process. This firm will both manage Metro’s internal qualitative and technical review of the Projects as well as facilitate design review workshops with the Advisory Group, together with the developers. At this time, Metro anticipates holding four workshops for each project, one at each level of design development – starting at Conceptual design, and then during Schematic, Design Development and Final Construction Drawings. If possible based on the Projects’ progress, Metro will make efforts to combine workshops for the Projects to make the most efficient use of the Advisory Committee’s time.

II. PROJECTSITES

The project sites for the Advisory Committee include the following properties owned by Metro:

1. Chavez and Soto, constituting two parcels separated by an alley and totaling approximately 1.97 acres. Proposed land use: Mixed residential/commercial development.

Page 1 2. 1st and Soto, constituting two parcels including the Station site on southwest corner (1.09 approximately acres); and a vacant parcel on southeast corner (approximately 0.29 acres). Proposed land use: Mixed residential/commercial development. 3. Mariachi Plaza, constituting two parcels at Mariachi Plaza (approximately 1.34 acres), and a parcel at the northeast corner of Pennsylvania and Bailey (approximately 0.14 acres). Proposed land use: Multi-use commercial/office development.

III. OBJECTIVES

The Advisory Committee is designed to maintain a fair representation of the Boyle Heights community, with up to twelve (12) members representing the following categories:

1. Residential property owner 2. Residential tenant 3. Commercial property owner 4. Design professional from the community (architect, landscape architect, engineer, urban planner) 5. Community organization (non-profit) 6. Business tenant/owner

The objective of the Advisory Committee is to serve the following functions:

1. Advise Metro on issues of importance to residents, businesses, and institutions in the project area. 2. Coordinate and act as liaison between businesses, residents, property owners (residential/commercial) and Metro. 3. Serve as the formal means through which community members are involved in the evaluation of the design process for the Projects, by providing advisory comments to the developers and Metro staff in response to developer presentations.

IV. MEMBERSHIP

Appointments or Removals to this Advisory Committee have been made by the Joint Development Team of the Los Angeles County Metropolitan Transportation Authority (Metro) in consultation with Metro’s Planning Department and Executive Management. Each appointment to the Advisory Committee will be through the duration of the design evaluation phase of the Projects. Any proposed change in the Advisory Committee membership will be submitted to Metro for consideration and approval to ensure the Advisory Committee maintains representation reflective of the community.

Any member of the Advisory Committee who chooses to become a member on any project team for the subject Projects must resign her/his position.

Any member may terminate his/her membership at any time upon delivery to the Staff Coordinator written notice of the effective date of resignation. The Advisory Committee or Metro, at its option, may terminate any membership of any member who ceases to be an

Page 2 owner, resident, or business person or a member of a community organization in the Boyle Heights community, or who does not attend scheduled meetings.

V. DUTIES

Duties of the Members include:

1. To attend at least half of the meetings; 2. Act on urgent matters between meetings; 3. Attend special meetings as needed.

All members of the Advisory Committee will serve without pay.

A Metro Staff Coordinator will assist the Advisory Committee in all meeting activities and meeting preparation. The Staff Coordinator will:

1. Organize meeting times and locations; 2. Prepare meeting agendas and take notes on discussion, recommendations and follow up items; 3. Update the Advisory Committee as work progresses. 4. Keep a membership book containing the names, addresses, phone numbers and email addresses of each member 5. Record any case where membership has been terminated, together with the date upon which the membership ceased.

VI. MEETINGS

At this time, Metro anticipates holding four workshops, one at each level of design development – starting at Conceptual design, and then during Schematic, Design Development and Final Construction Drawings. If possible based on the Projects’ progress, Metro will make efforts to combine workshops for the Projects to make the most efficient use of the Advisory Committee’s time. The meetings will be facilitated by an architecture/urban design firm hired by Metro specifically for the purpose of facilitating the technical and qualitative review of the Projects.

Committee members will be notified of the regular meetings by email and/or by phone as early as possible, but at least seventy-two (72) hours prior to the schedule time set for such meeting.

Special meetings may be called by Metro Staff Coordinator, when necessary and will be noticed by email and/or by phone at least forty-eight (48) hours prior to the scheduled time set for such meeting. Notice of such meeting shall include the purpose of the meeting.

Page 3 One Gateway Plaza 213.922.2000 Tel Los Angeles. CA 90012-2952 metro. net 13

PLANNING AND PROGRAMMING COMMITTEE NOVEMBER 5, 2014

SUBJECT: METRO GOLD LINE - MARIACHI PLAZA JOINT DEVELOPMENT

ACTION: AUTHORIZE EXECUTION OF AN EXCLUSIVE NEGOTIATION AGREEMENT AND PLANNING DOCUMENT

RECOMMENDATION

1. Authorize the Chief Executive Officer to enter into an 18-month Exclusive Negotiation Agreement and Planning Document ("ENA"), with options to extend up to 12 additional months, with Primestor Development Inc ("Primestor"), or an entity created by Primestor, to explore the feasibility of developing a commercial real estate development and to negotiate the development scope and business terms to be included in a joint development agreement ("JDA"), ground lease(s) and other development documents for the Metro-owned property situated at and across the street from the Metro Gold Line Mariachi Plaza station (the "Development Sites").

2. Amend the FY15 budget to allow deposit(s) collected from Primestor under the ENA to be used to offset staff and third party costs associated with the negotiation of JDA and ground lease terms and the review and evolution of the development proposal.

ISSUE

In December 2013 the Joint Development team issued separate Requests for Proposals ("RFPs") for three Metro-owned sites in Boyle Heights. One of the RFPs solicited real estate development proposals for the Development Sites (depicted on Attachment A). The two other RFPs solicited development proposals for: (a) Metro's Cesar E. Chavez and Soto Street properties, and (b) Metro's Soto Station properties. Requests to enter into ENAs for these sites are covered in separate November 2014 Board Reports. Metro received four development proposals for the Development Sites in response to the RFP. One of these proposals was submitted by Primestor. The recommended action will provide the Chief Executive Officer with authority to execute an 18-month ENA with Primestor to further explore the feasibility of their proposed development for the Development Sites and to negotiate the development scope and business terms to be included in a JDA, ground lease(s) and other development documents. The recommended action will also provide the Chief Executive Officer with the authority to execute extensions of the ENA term for up to 12 additional months. DISCUSSION

The Mariachi Plaza Development Sites consist of three parts: (1) the 0.14-acre vacant parcel on the southeast corner of Pennsylvania Avenue and Bailey Street; (2) the 0.56- acre vacant parcel immediately north of the Mariachi Plaza Station; and (3) the 0.74- acre Mariachi Plaza Station parcel itself, subject to operational constraints. The station and portal parcels serve the Metro Gold Line Mariachi Plaza Station, which is situated underground. The southern edge of the Mariachi Plaza Station is the location of an historic "Bandstand" (or "Kiosko") area that is subject to coordination with the City of Los Angles. In addition to Metro-owned sites, Primestor has partnered with neighboring property owner Anita Castellanos to add .48 acres that would connect Mariachi Plaza and Boyle Avenue. Attachment A describes both the Metro and Castella nos-owned sites.

The Solicitation Process

The RFP soliciting real estate development proposals for the Development Site was issued in December 2013 in accordance with Metro's Joint Development Policies and Procedures. The RFP contained Conceptual Development Guidelines for the Development Sites that were approved by the Board in January 2013. Among other things, the RFP required each proposer to submit: (a) a narrative and graphic description of a development project that meets or exceeds the objectives and guidelines included in the Board-approved Conceptual Development Guidelines for the Development Sites; (b) details regarding the development team; (c) a financing plan and timeline for completion of the proposed development project; and (d) a financial proposal to Metro in exchange for a long-term ground lease of the Development Sites.

Metro received four proposals for the Development Sites. The proposals were received from the following teams, proposing the indicated developments:

Development Team Proposed Development

AMG & Associates/Pacific 79 units of affordable family apartments and 3,800 Companies sq . ft. of street level retail space in one, six-story building. Bridge/ELACC 49 units of affordable family apartments and 7,500 sq . ft. of street level retail space in a 4-story building over a podium. Includes relocation of an historic home to the Bailey parcel for use as a community center and museum space. Gangi Development 96 units of housing (67 affordable units for artists and 29 market rate) and 37,000 sq . ft of street level retail space in 3 interconnected 3-story buildings Primestor 2 buildings, one 3-stories and one 8-stories, with a total of 120,570 sq ft of commercial space.

Metro Gold Line- Mariachi Plaza Joint Development Page 2 The proposals were evaluated by a three-member panel, aided by a non-voting consultant team consisting of the Saucedo Group and Jim Suhr and Associates. Each proposing firm was evaluated based on the following criteria:

1. Proposed Development Project (35%) 2. Project Feasibility (35%) 3. Experience and Qualification of the Development Team (15%) 4. Financial Proposal to Metro (15%)

After its initial review of the proposals, the panel eliminated from further consideration the proposal provided by AMG & Associates/Pacific Companies because the other three proposals were more transit oriented and showed a clearer compatibility with the context of both the Development Sites and the neighborhood overall.

Bridge/ELACC, Gangi Development and Primestor were interviewed by the evaluation panel on September 22 , 2014. After the interviews, the final scores were tabulated and discussed and the proposal submitted by Primestor was identified as the preferred proposal.

The Selected Proposal

Primestor submitted a well-conceived proposal for the Development Sites, including an attractive, transit-oriented design by Gensler Architects. The proposal includes retail and commercial office space that could provide a combination of food and beverage retail opportunities, a fitness center and a medical office building -the latter being in great demand as the site is adjacent to White Memorial Hospital. These commercial uses could change during the negotiations, but Primestor had early interest letters from several potential tenants. In addition, Primestor has expanded the site by partnering with a neighboring property owner to create a more expansive site plan . A site plan, renderings and a summary of the proposed development are set forth on Attachments B and C.

The Primestor team demonstrated a thorough understanding of the entitlement and financing processes needed to bring their proposed project to fruition and have an impressive track record of completing similar projects. They rely on public subsidies tied to job creation and economic development to fill financing gaps, but have a track record in securing these funds. Primestor brings a strong commitment to community outreach, paying prevailing wages. The team also has many longstanding relationships with retailers that can bring goods and services desired by the community.

Primestor has offered the following ground lease financial proposal to Metro:

Capitalized Ground Rent: $0 Additional Ground Rent: 10% of market value paid at completion, estimated at $340,000 per year

Metro Gold Line- Mariachi Plaza Joint Development Page 3 Cash Flow Participation: Offered to negotiate a percentage of retail rents. Holding Rents: Predevelopment: 20% of ground lease, or $68,000 Development: 30% of ground lease, or $102,000 Pre-Stabilization: 60% of ground lease, or $204,000

During the ENA, Metro will have the property appraised , will consult with an Economic Advisor and will negotiate with Primestor, as is necessary, to assure that Metro receives a fair market return under any future JDA and ground lease(s).

Primestor's proposal included 140 parking spaces for Metro's transit riders, and assumed that Metro would contribute $3,000,000 toward the development of these parking spaces. Staff has informed Primestor that these transit parking spaces are not needed, and Primestor has agreed to modify its proposal to exclude those parking spaces. This condition is part of the ENA document.

Policy Implications

The recommended actions are consistent with the goals of Metro's Joint Development Policies and Procedures to (i) enhance the land use and economic development goals of the surrounding community and conform to applicable local and regional development plans (as such plans may be amended from time to time) ; (ii) promote and enhance transit ridership; (iii) reduce auto use and congestion through transit-linked development and (iv) generate value to Metro based on a fair market return on public investment. However, the proposed term of the ENA, 18 months plus up to 12 months of extensions, is not consistent with the Joint Development Policies and Procedures, which specify that the term of an ENA, including extensions, shall not exceed 18 months. Due to the impact of recent court decisions which will require the developer to obtain full CEQA clearance before the Metro Board may approve a specific joint development, staff is recommending an initial 18 month ENA period to allow Primestor to complete the proposed project's entitlement process and CEQA clearance and to allow Metro and the Primestor team to negotiate the business terms of a JDA, ground lease(s) and other development documents, with options for Metro to extend the ENA term up to an additional 12 months.

Selected Developer T earn

The Primestor team includes the following firms:

• Developers: Primestor Development, Inc • Architect: Gensler • Entitlements Consultant: Sheppard Mullin

DETERMINATION OF SAFETY IMPACT

Approval of this item will have no impact on safety. During the ENA process and through the JDA and ground lease negotiations, Metro's operations staff will review and

Metro Gold Line- Mariachi Plaza Joint Development Page 4 comment on the proposed development to ensure that the station, portal and public areas on Metro's property are maintained at the highest levels of safety.

FINANCIAL IMPACT

Funding for joint development activities related to the ENA and the proposed project is included in the FY15 budget in Cost Center 2210 (New Business Development), under Project 610011 (Economic Development). In addition, upon execution of the ENA, Primestor will be required to provide an ENA Fee of $25,000 and deposits totaling at least $50,000. The deposits may be used to cover staff time from supporting departments and third party costs associated with the negotiation of JDA and ground lease terms and the review and evolution of the development proposal.

Since the ENA is a multi-year contract, the Managing Executive Officer, Countywide Planning and Development and Chief Planning Officer will be accountable for budgeting any costs associated with the ENA and the proposed project in future years.

Impact to Budget

Metro project planning activities and related costs will be funded from local right-of-way lease revenues and the deposit, as appropriate. Local right-of-way lease revenues are eligible for bus/rail operating and capital expenses. Execution of the ENA will not impact ongoing bus and rail operating and capital costs, Proposition A and C and TDA administration budget or Measure R administration budget.

ALTERNATIVES CONSIDERED

The Board could choose not to proceed with the recommended action and could direct staff to (a) enter into an ENA with one of the other proposers, (b) not proceed with development of the Development Sites and hold on to the property for future development, or (c) not proceed any of the proposers and seek new development proposals for the Development Sites from the development community via a new competitive process. Staff does not recommend proceeding with the first alternative because the Primestor team submitted the strongest proposal in response to a widely solicited RFP and proceeding with any of the other proposers would circumvent staff's solicitation and review process. Staff does not recommend proceeding with the other two alternatives because such action would delay development of the Development Sites. Also, if the Board directs staff to conduct a new solicitation, it may not result in a development proposal that is more preferable than the current Primestor proposal.

NEXT STEPS

Upon approval of the recommended action, the ENA will be executed , and, upon execution, staff and the Primestor team will: (a) explore further the feasibility of developing the proposed project on the Development Site, (b) complete the planning, design and entitlement work necessary to receive project approvals under CEQA, and

Metro Gold Line - Mariachi Plaza Joint Development Page 5 (c) negotiate key terms and conditions to be included in a JDA, ground lease(s) and other development documents for the proposed project. If successful, staff will return to the Board for the authority to execute a JDA, ground lease(s) and other development documents with Primestor in accordance with the negotiated terms and conditions.

ATTACHMENTS

Attachment A: Depiction of the Development Sites Attachment B: Site Plan and Rendering of Proposed Development Project Attachment C: Summary of the Proposed Development Project

Prepared by: Jenna Hornstock Deputy Executive Officer Countywide Planning and Development, 213 922 7437

Calvin E. Hollis Managing Executive Officer Countywide Planning and Development, 213 922 7319

Metro Gold Line - Mariachi Plaza Joint Development Page 6 Chief Planning Officer

Arthur T. Leahy Chief Executive Officer

Metro Gold Line- Mariachi Plaza Joint Development Page 7 DEPICTION OF THE DEVELOPMENT SITES ATTACHMENT A

------·- ...... _ Mariachi Plaza Development Site -~ LDa~County t.letr~ Tllll'llii'Or1ationAuthlf'ity - --~.--...... __ --~ . _

t"---...... ------.__:____~---- / If'· -...__ --..._ ...... __. / '!/ / ' ' 1 /------~..!!--·- . (__ 1/ /:_~y Parcel1 I , .t ) I 1 I / I .., .., ... .. I ./ .., -....., ... f._ I I .., .,;:;:_..._... I r-...-., I ----... 1 I I ,' Mariachi Plaza Station --.J

,_-/~______....._ ____ --~ ------r--, ·- E 1st Street :___ ..l METRO Property

Metro Gold Line- Mariachi Plaza Joint Development Page 8 Site Plan and Rendering of Proposed Development Project ATTACHMENT 8

Metro Gold Line- Mariachi Plaza Joint Development Page 9 Metro Gold Line- Mariachi Plaza Joint Development Page 10 Summary of the Proposed Development Project ATTACHMENT C

Primestor has proposed the Plaza del Mariachi development to include 120,570 square feet of retail and commercial uses that could provide food and beverage retail opportunities, a fitness center and a medical office building. The development is proposed in two structures: (1) a 3-story building with retail and commercial use proposed to have ground level food and beverage and a two-story fitness center; and (2) an 8-story building with 6 floors of parking and 2 floors of medical office. Metro staff has expressed interest in reducing parking on site, which will be negotiated during the ENA. The development also includes ample open space around the station portal, outdoor seating for the food and beverage, and a sloped green seating area serving the amphitheater already existing at the Plaza.

Building PROPOSED USE GROSS SF 1 Level 1: Retail - proposed food & beverage 28,500

1 Level 1: Corner Retail 1,800

1 Mezzanine Level- proposed fitness center 24,430

1 Level 2 - proposed fitness center 16,910

2 Levels 1 - 6 - proposed parking 528 spaces

2 Level 7 - proposed Medical Office 25,340

2 Level 8 - proposed Medical Office 25,340

Metro Gold Line- Mariachi Plaza Joint Development Page 11 One Gateway Plaza 213.922.2000 Tel Los Angeles. CA 90012-2952 metro.net 14

PLANNING AND PROGRAMMING COMMITTEE NOVEMBER 5, 2014

SUBJECT: METRO GOLD LINE - SOTO STATION JOINT DEVELOPMENT

ACTION: AUTHORIZE EXECUTION OF AN EXCLUSIVE NEGOTIATION AGREEMENT AND PLANNING DOCUMENT

RECOMMENDATION

1. Authorize the Chief Executive Officer to enter into an 18-month Exclusive Negotiation Agreement and Planning Document ("ENA"), with options to extend up to 12 additional months, with Bridge Housing Corporation/East LA Community Corporation ("Bridge/ELACC"), or an entity created by Bridge/ELACC, to explore the feasibility of developing two mixed-use real estate developments and to negotiate the development scope and business terms to be included in a joint development agreement ("JDA"), ground lease(s) and other development documents for the Metro-owned property situated at and across the street from the Metro Gold Line Soto station (the "Development Sites").

2. Amend the FY15 budget to allow deposit(s) collected from Bridge/ELACC under the ENA to be used to offset staff and third party costs associated with the negotiation of JDA and ground lease terms and the review and evolution of the development proposal.

ISSUE

In December 2013 the Joint Development team issued separate Requests for Proposals ("RFPs") for three Metro-owned sites in Boyle Heights. One of the RFPs solicited real estate development proposals for the Development Sites (depicted on Attachment A). The two other RFPs solicited development proposals for: (a) Metro's Cesar E. Chavez and Soto Street properties, and (b) Metro's Mariachi Plaza station properties. Requests to enter into ENAs for these sites are covered in separate November 2014 Board Reports. Metro received four development proposals for the Development Sites in response to the RFP. One of these proposals was submitted by Bridge/ELACC. The recommended action will provide the Chief Executive Officer with authority to execute an 18-month ENA with Bridge/ELACC to further explore the feasibility of their proposed development for the Development Sites and to negotiate the development scope and business terms to be included in a JDA, ground lease(s) and other development documents. The recommended action will also provide the Chief Executive Officer with the authority to execute extensions of the ENA term for up to 12 additional months. DISCUSSION

The Development Sites are situated at and across the street from the Metro Gold Line Soto station. The larger of the two sites, totaling 1.09 acres, is located on the southwest corner of 1st and Soto streets. It is generally flat and rectangular in shape and contains the portal to the subterranean Gold Line Soto station and a large plaza providing access to the portal from 1st and Soto streets. The plaza and portal (and subterranean station improvements) encumber approximately 0.64 acres of this site. The second site is located on the southeast corner of 1st and Soto streets and totals 0.29 acres. It, too, is generally flat and rectangular in shape, but it does not contain any Gold Line improvements.

The Solicitation Process

Metro received four proposals for the Development Sites. The proposals were received from the following teams, proposing the indicated developments:

Development Team Proposed Development Afton Property Investments 8,000 to 16,000 sq . ft. of single story retail space AMG & Associates/Pacific 105 affordable family apartments and 1,850 sq. ft. Companies of street level retail space in two, six-story buildings The ITEX Group 152 apartments (88 market rate, 22 affordable for families and 42 affordable for seniors) and 5,830 sq. ft. of street level retail space in buildings ranging from 4 to 6 stories Bridge/ELACC 88 affordable apartments (49 for families and 39 for seniors) and 16,400 sq. ft. of street level retail space in buildings ranging from 4 to 6 stories]

The proposals were evaluated by a three-member panel, aided by a non-voting consultant team consisting of the Saucedo Group and Jim Suhr and Associates. Each proposing firm was evaluated based on the following criteria:

Metro Gold Line - Soto Station Joint Development Page 2 1. Proposed Development Project (35%) 2. Project Feasibility (35%) 3. Experience and Qualification of the Development Team (15%) 4. Financial Proposal to Metro (15%)

After its initial review of the proposals, the panel eliminated from further consideration the proposals provided by Afton Property Investments and the AMG & Associates/Pacific Companies because the other two proposals were more transit oriented and showed a clearer compatibility with the context of both the Development Sites and the neighborhood overall.

The ITEX Group and Bridge/ELACC were interviewed by the evaluation panel on September 22, 2014. After the interviews, the final scores were tabulated and discussed and the proposal submitted by the Bridge/ELACC team was identified as the preferred proposal.

The Selected Proposal

Bridge/ELACC submitted a well-conceived proposal for the Development Sites, including an attractive, transit-oriented design developed by Gonzalez Goodale Architects that will provide retail opportunities to Metro patrons and the community along with needed affordable family and senior housing. A site plan, renderings and a summary of the proposed development are set forth on Attachments B and C.

The Bridge/ELACC team demonstrated a thorough understanding of the entitlement and financing processes needed to bring their proposed project to fruition and have an impressive track record of completing similar projects. They also have a strong connection to the Boyle Heights community through ELACC's many, long-standing community programs and developments.

Bridge/ELACC has offered the following ground lease financial proposal to Metro:

Capitalized Ground Rent: $1 ,760,000 paid upon execution of the ground lease(s); Additional Ground Rent: $25,000 per year, subject to annual CPI adjustments, commencing when the proposed project is placed in service; and Cash Flow Participation: 33% of annual available cash flow for distribution to the tenant partnership.

During the ENA, Metro will have the property appraised , will consult with an Economic Advisor and will negotiate with Bridge/ELACC, as is necessary, to assure that Metro receives a fair market return under any future JDA and ground lease(s). The Bridge/ELACC proposal requires the acquisition of a 6,450 sq. ft. private lot lying adjacent to and southerly of the Metro property on the southeast corner of 1st and Soto streets. Bridge/ELACC was in escrow to acquire this property when they submitted their proposal, but the escrow has since expired. During the interview, they indicated

Metro Gold Line - Soto Station Joint Development Page 3 that they could reopen escrow with the property owner, if the ENA was awarded to them.

Policy Implications

The recommended actions are consistent with the goals of Metro's Joint Development Policies and Procedures to (i) enhance the land use and economic development goals of the surrounding community and conform to applicable local and regional development plans (as such plans may be amended from time to time); (ii) promote and enhance transit ridership; (iii) reduce auto use and congestion through transit-linked development and (iv) generate value to Metro based on a fair market return on public investment. However, the proposed term of the ENA, 18 months plus up to 12 months of extensions, is not consistent with the Joint Development Policies and Procedures, which specify that the term of an ENA, including extensions, shall not exceed 18 months. Due to the impact of recent court decisions which will require the developer to obtain full CEQA clearance before the Metro Board may approve a specific joint development, staff is recommending an initial 18 month ENA period to allow Bridge/ELACC to complete the proposed project's entitlement process and CEQA clearance and to allow Metro and the Bridge/ELACC team to negotiate the business terms of a JDA, ground lease(s) and other development documents, with options for Metro to extend the ENA term up to an additional 12 months.

Selected Developer Team

The Bridge/ELACC team includes the following firms:

• Developers: Bridge Housing Corporation and East LA Community Corporation • Architect: Gonzalez Goodale Architects • Entitlements Consultant: QES, Incorporated

DETERMINATION OF SAFETY IMPACT

Approval of this item will have no impact on safety. During the ENA process and through the JDA and ground lease negotiations, Metro's operations staff will review and comment on the proposed development to ensure that the station, portal and public areas on Metro's property are maintained at the highest levels of safety.

FINANCIAL IMPACT

Funding for joint development activities related to the ENA and the proposed project is included in the FY15 budget in Cost Center 2210 (New Business Development), under Project 610011 (Economic Development). In addition, upon execution of the ENA, Bridge/ELACC will be required to provide an ENA Fee of $25,000 and deposits totaling at least $50,000. The deposits may be used to cover staff time from supporting departments and third party costs associated with the negotiation of JDA and ground lease terms and the review and evolution of the development proposal.

Metro Gold Line - Soto Station Joint Development Page 4 Since the ENA is a multi-year contract, the Managing Executive Officer, Countywide Planning & Development and Chief Planning Officer will be accountable for budgeting any costs associated with the ENA and the proposed project in future years.

Impact to Budget

ALTERNATIVES CONSIDERED

The Board could choose not to proceed with the recommended action and could direct staff to (a) enter into an ENA with one of the other proposers, (b) not proceed with development of the Development Sites and hold on to the property for future development, or (c) not proceed any of the proposers and seek new development proposals for the Development Sites from the development community via a new competitive process. Staff does not recommend proceeding with the first alternative because the Bridge/ELACC team submitted the strongest proposal in response to a widely solicited RFP and proceeding with any of the other proposers would circumvent staff's solicitation and review process. Staff does not recommend proceeding with the other two alternatives because such action would delay development of the Development Sites. Also, if the Board directs staff to conduct a new solicitation, it may not result in a development proposal that is more preferable than the current Bridge/ELACC proposal.

NEXT STEPS

Upon approval of the recommended action, the ENA will be executed, and, upon execution, staff and the Bridge/ELACC team will (a) explore further the feasibility of developing the proposed project on the Development Site, (b) complete the planning, design and entitlement work necessary to receive project approvals under CEQA, and (c) negotiate key terms and conditions to be included in a JDA, ground lease(s) and other development documents for the proposed project. If successful, staff will return to the Board for the authority to execute a JDA, ground lease(s) and other development documents with Bridge/ELACC in accordance with the negotiated terms and conditions.

ATTACHMENTS

Attachment A: Depiction of the Development Sites Attachment B: Site Plan and Rendering of Proposed Development Project Attachment C: Summary of the Proposed Development Project

Metro Gold Line - Soto Station Joint Development Page 5 Prepared by: Greg Angelo Director, Countywide Planning and Development (213) 922-3815

Jenna Hornstock Deputy Executive Officer, Countywide Planning and Development 213 922 7437

Calvin E. Hollis Managing Executive Officer Countywide Planning and Development 213 922 7319

Metro Gold Line - Soto Station Joint Development Page 6 Chief Planning Officer

Arthur T. Leahy Chief Executive Officer

Metro Gold Line - Soto Station Joint Development Page 7 Depiction of the Development Sites ATTACHMENT A

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Metro Gold Line - Sol o Station Joint Development Page 11 ATTACHMENT C

ELACC/Bridge 1st and Soto Proposal PROJECT SUMMARY

The proposed development by ELACC/Bridge will consist of two affordable rental apartment developments. Los Tulipanes Senior Apartments, a mixed-use TOO with 39 apartments to be targeted to low income seniors, will be a 3-story-over-podium; Los Lirios Family Apartments, a mixed-use TOO with 49 apartments to be targeted to low income families, will be a 5-story-over-podium, stepping down to 3-story-over-podium to respect the scale of the neighboring residential community.

PROPOSED USE UNITS/SF Residential 88 units Los Lirios (Station Parcel): 49 affordable family units Los Tulipanes (SE Parcel): 39 affordable senior units

Ground Floor Commercial Los Lirios (Station Parcel): 11 ,900 sf Los Tulipanes (SE Parcel): 3,930 sf

Open Space Los Lirios (Station Parcel): 6,575 sf Los Tulipanes (SE Parcel): 3,800 sf

Parking Los Lirios (Station Parcel): 49 parking spaces Los Tulipanes (SE Parcel): 26 parking spaces

Metro Gold Line - Soto Station Joint Development Page 12 One Gateway Plaza 213-922.2000 Tel Los Angeles. CA 90012-2952 metro. net 15

PLANNING AND PROGRAMMING COMMITTEE NOVEMBER 5, 2014

SUBJECT: CHAVEZ AND SOTO JOINT DEVELOPMENT

ACTION: AUTHORIZE EXECUTION OF AN EXCLUSIVE NEGOTIATION AGREEMENT AND PLANNING DOCUMENT

RECOMMENDATION

1. Authorize the Chief Executive Officer to enter into an 18-month Exclusive Negotiation Agreement and Planning Document ("ENA"), with options to extend up to 12 additional months, with Abode Communities, or an entity created by Abode Communities ("Abode"), to explore the feasibility of developing a mixed-use real estate development and to negotiate the development scope and business terms to be included in a joint development agreement ("JDA"), ground lease(s) and other development documents for the Metro-owned property at Chavez and Soto (the "Development Sites").

2. Amend the FY15 budget to allow deposit(s) collected from Abode under the ENA to be used to offset staff and third party costs associated with the negotiation of JDA and ground lease terms and the review and evolution of the development proposal.

ISSUE

In December 2013 the Joint Development team issued separate Requests for Proposals ("RFPs") for three Metro-owned sites in Boyle Heights. One of the RFPs solicited real estate development proposals for the Development Sites (depicted on Attachment A) . The two other RFPs solicited development proposals for: (a) Metro's Soto station properties, and (b) Metro's Mariachi Plaza station properties. Requests to enter into ENAs for these sites are covered in separate November 2014 Board Reports. Metro received three development proposals for the Development Sites in response to the RFP. One of these proposals was submitted by Abode. The recommended action will provide the Chief Executive Officer with authority to execute an 18-month ENA with Abode to further explore the feasibility of their proposed development for the Development Sites and to negotiate the development scope and business terms to be included in a JDA, ground lease(s) and other development documents. The recommended action will also provide the Chief Executive Officer with the authority to execute extensions of the ENA term for up to 12 additional months. DISCUSSION

The Metro Gold Line Soto Station is located about one-quarter mile north of the Chavez and Soto joint development project site. The Development Sites consist of the 0.60-acre vacant parcel adjacent to the southeast corner of East Cesar E. Chavez Avenue and North Soto Street, plus the adjacent 0. 77 -acre vacant parcel on the southwest corner of East Cesar E. Chavez Avenue and North Matthews Street. These vacant parcels were used in connection with Metro Gold Line construction and have been the site of temporary construction trailers for several years. The Development Sites are adjacent to another Metro joint development site, at Chavez and Fickett. There is an active ENA with McCormack Baron Salazar to develop a supermarket at this site, and the ENA with Abode will require coordination between the two projects.

The Solicitation Process

Metro received four proposals for the Development Sites. The proposals were received from the following teams, proposing the indicated developments:

Development Team Proposed Development Abode Communities 77 affordable family rental homes and 8,000 sq. ft. commercial space AMG & Associates/Pacific 245 affordable family apartments and Companies 3,215sq. ft. of street level retail space in two, six-story buildings McCormack Baron Salazar, Inc. 80 family apartments (16 market rate, 64 affordable) and 6,000sq. ft. of commercial space

1. Proposed Development Project (35%) 2. Project Feasibility (35%)

Chavez and Soto Joint Development Page 2 3. Experience and Qualification of the Development Team (15%) 4. Financial Proposal to Metro (15%)

After its initial review of the proposals, the panel eliminated from further consideration the proposal provided by AMG & Associates/Pacific Companies because the other two proposals were more transit oriented and showed a clearer compatibility with the context of both the Development Sites and the neighborhood overall.

Abode Communities and McCormack Baron Salazar, Inc. were interviewed by the evaluation panel on September 23, 2014. After the interviews, the final scores were tabulated and discussed and the proposal submitted by the Abode team was identified as the preferred proposal.

The Selected Proposal

Abode submitted a well-conceived proposal for the Development Sites, including an attractive, transit-oriented design developed by their in-house architect Gio Aliano that will provide retail opportunities to Metro patrons and the community along with needed affordable family. A site plan, renderings and a summary of the proposed development are set forth on Attachments Band C.

The Abode team demonstrated a thorough understanding of the entitlement and financing processes needed to bring their proposed project to fruition and have an impressive track record of completing similar projects. Abode pursues a community driven design process and has prior experience with developing housing through a ground lease relationship, with Los Angeles Unified School District and Housing Authority County of Los Angeles.

Abode Communities has offered the following ground lease financial proposal to Metro:

Base Ground Rent: $3,000,000 paid upon execution of the ground lease(s); Holding Rent: $75,000 Cash Flow Participation: 10% of gross revenue generated by the commercial retail component, estimated at $19,200 per year Sale Proceeds: Metro to receive 20% of Abode's share of any future refinancing or sale proceeds

During the ENA, Metro will have the property appraised, will consult with an Economic Advisor and will negotiate with Abode, as is necessary, to assure that Metro receives a fair market return under any future JDA and ground lease(s).

Policy Implications

Chavez and Soto Joint Development Page 3 development plans (as such plans may be amended from time to time); (ii) promote and enhance transit ridership; (iii) reduce auto use and congestion through transit-linked development and (iv) generate value to Metro based on a fair market return on public investment. However, the proposed term of the ENA, 18 months plus up to 12 months of extensions, is not consistent with the Joint Development Policies and Procedures, which specify that the term of an ENA, including extensions, shall not exceed 18 months. Due to the impact of recent court decisions which will require the developer to obtain full CEQA clearance before the Metro Board may approve a specific joint development, staff is recommending an initial 18 month ENA period to allow Abode to complete the proposed project's entitlement process and CEQA clearance and to allow Metro and the Abode team to negotiate the business terms of a JDA, ground lease(s) and other development documents, with options for Metro to extend the ENA term up to an additional 12 months.

Selected Developer Team

The Abode team includes the following members: • Developer & Entitlements: Abode Communities • Architect: Abode In-House architect, Gio Aliano

DETERMINATION OF SAFETY IMPACT

FINANCIAL IMPACT

Funding for joint development activities related to the ENA and the proposed project is included in the FY15 budget in Cost Center 2210 (New Business Development), under Project 610011 (Economic Development). In addition, upon execution of the ENA, the Abode will be required to provide an ENA Fee of $25,000 and deposits totaling at least $50,000. The deposits may be used to cover staff time from supporting departments and third party costs associated with the negotiation of JDA and ground lease terms and the review and evolution of the development proposal.

Since the ENA is a multi-year contract, the Managing Executive Officer, Countywide Planning & Development and Chief Planning Officer will be accountable for budgeting any costs associated with the ENA and the proposed project in future years.

Impact to Budget

Metro project planning activities and related costs will be funded from local right-of-way lease revenues and the deposit, as appropriate. Local right-of-way lease revenues are

Chavez and Soto Joint Development Page 4 eligible for bus/rail operating and capital expenses. Execution of the ENA will not impact ongoing bus and rail operating and capital costs, Proposition A and C and TDA administration budget or Measure R administration budget.

ALTERNATIVES CONSIDERED

The Board could choose not to proceed with the recommended action and could direct staff to (a) enter into an ENA with one of the other proposers, (b) not proceed with development of the Development Sites and hold on to the property for future development, or (c) not proceed any of the proposers and seek new development proposals for the Development Sites from the development community via a new competitive process. Staff does not recommend proceeding with the first alternative because the Abode team submitted the strongest proposal in response to a widely solicited RFP and proceeding with any of the other proposers would circumvent staffs solicitation and review process. Staff does not recommend proceeding with the other two alternatives because such action would delay development of the Development Sites. Also, if the Board directs staff to conduct a new solicitation, it may not result in a development proposal that is more preferable than the current Abode proposal.

NEXT STEPS

Upon approval of the recommended action, the ENA will be executed, and, upon execution, staff and the Abode team will (a) explore further the feasibility of developing the proposed project on the Development Site, (b) complete the planning, design and entitlement work necessary to receive project approvals under CEQA, and (c) negotiate key terms and conditions to be included in a JDA, ground lease(s) and other development documents for the proposed project. If successful, staff will return to the Board for the authority to execute a JDA, ground lease(s) and other development documents with Abode in accordance with the negotiated terms and conditions.

ATTACHMENTS

Attachment A: Depiction of the Development Sites Attachment B: Site Plan and Rendering of Proposed Development Project Attachment C: Summary of the Proposed Development Project

Prepared by: Greg Angelo, Director Countywide Planning and Development, (213) 922-3815

Jenna Hornstock, Deputy Executive Officer Countywide Planning and Development, (213) 922-7437

Calvin E. Hollis, Managing Executive Officer Countywide Planning and Development, (213) 922-7319

Chavez and Solo Joint Development Page 5 Chief Planning Officer

Arthur T. Leahy Chief Executive Officer

Chavez and Soto Joint Development Page 6 Depiction of the Development Sites ATTACHMENT A

Chavez and Soto Joint Development Page 7 Site Plan and Rendering of Proposed Development Project ATTACHMENT B

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Chavez and Soto Joint Development Page 8 Chavez and Solo Joint Development Page 9 ATTACHMENT C

Abode Communities Chavez and Soto Proposal PROJECT SUMMARY

Abode Communities proposed a transit-oriented mixed-use affordable housing development located at Cesar Chavez Ave and Soto Street. This project offers 76,200 sf of leasable space, featuring 77 affordable rental homes consisting of 54, 2- bedroom/1-bath units and 23, 3-bedroom/2-bath units distributed between two buildings. The building to the west will be a 3-story building over podium, while the eastern building is a 3-story-over-podium, stepping into a 2-story-over-podium at the north end, and a 1-story-over-podium at the south end. The two buildings will be connected via a sky bridge.

PROPOSED USE GROSS SF 2-Bedroom Units 48,600 (54 units) 3-Bedroom Units 27,600 (23 units) Circulation & Auxiliary Space 27,050 Commercial Covered Parking 10,000 Commercial Space 8,000 Community Room 1,600 Property Management Office 1,000 Public Bicycle Storage 440 Resident Services Conference Room 750 Resident Services Office 250 Residential Bicycle Storage 1,950 Residential Covered Parking 31,700 Residential Surface Parking 6,700 SUBTOTAL 168,840

Open Space 18,100

TOTAL 189,940

Chavez and Soto Joint Development Page 10