Request for Developer Qualifications for Transit-Oriented Development Fairplex Property – 11.75 Acre Site in the City of La Verne

September 7, 2018

Los Angeles County Fair Association (Fairplex) 1101 W. Mc Kinley Ave. Pomona, CA 91768

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TABLE OF CONTENTS 1. INTRODUCTION OF THE OFFERING ...... 4 1.1. SUMMARY OF OFFERING AND SCHEDULE ...... 4 1.2. FAIRPLEX BACKGROUND, HISTORY, AND OBJECTIVES ...... 5 1.3. PROJECT BACKGROUND ...... 7 1.4. OVERVIEW OF TWO STAGE SOLICITATION PROCESS ...... 8

2. SOLICITATION SCHEDULE, INSTRUCTIONS, AND CONTACT...... 9 2.1. SOLICITATION SCHEDULE ...... 9 2.2. RFQ SUBMISSION INSTRUCTIONS ...... 10 2.3. FAIRPLEX CONTACT ...... 10

3. PROPOSED DEVELOPMENT OPPORTUNITY...... 11 3.1. SITE AND ENVIRONS ...... 11 3.2. PROPOSED DEVELOPMENT ...... 13 3.3. MARKET OVERVIEW...... 14 3.4. REVIEW OF PLANNING DOCUMENTS ...... 16

4. SUBMITTAL REQUIREMENTS ...... 17 4.1. SUBMITTAL COVER ...... 17 4.2. TABLE OF CONTENTS ...... 17 4.3. TRANSMITTAL LETTER ...... 17 4.4. EXECUTIVE SUMMARY ...... 18 4.5. PROJECT CONCEPT AND APPROACH TO MEET FAIRPLEX OBJECTIVES ...... 18 4.6. IDENTIFICATION OF THE DEVELOPMENT TEAM ...... 18 4.7. PROJECT RELATED EXPERIENCE ...... 19 4.8. PROJECT PERSONNEL ...... 20 4.9. ORGANIZATION CHART ...... 21 4.10. DEVELOPMENT TEAM REFERENCES ...... 21 4.11. FINANCIAL INFORMATION ...... 21 4.12. LITIGATION AND BANKRUPTCY HISTORY ...... 22

5. EVALUATION CRITERIA ...... 22 5.1. ADMINISTRATIVE AND LEGAL EVALUATION ...... 23 5.2. PRELIMINARY PROJECT CONCEPT AND APPROACH EVALUATION (30 POINTS) ...... 23 5.3. DEVELOPMENT TEAM EVALUATION (30 POINTS) ...... 23 5.4. PAST PROJECTS AND PERFORMANCE EVALUATION (20 POINTS) ...... 24 5.5. FINANCIAL EVALUATION (20 POINTS) ...... 24

6. DISCLOSURES AND ADDITIONAL INFORMATION ...... 25 6.1. FAIRPLEX’S RIGHTS RESERVED RELATIVE TO THIS SOLICITATION ...... 25 Page 2

6.2. WITHDRAWAL OF SOLICITATION ...... 26 6.3. CONFIDENTIAL SOLICITATION PROCESS ...... 26 6.4. NEWS RELEASES ...... 26 6.5. INDEMNIFICATION ...... 26 6.6. EXAMINATION OF SOLICITATION ...... 26

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1. INTRODUCTION OF THE OFFERING

1.1. SUMMARY OF OFFERING AND SCHEDULE The Los Angeles County Fair Association (Fairplex) is seeking Statements of Qualifications (“SOQ”) from developers or development teams for a transit-oriented development on an 11.75-acre Fairplex- owned assemblage of parcels in the City of La Verne (“La Verne Site”, or “Site”). Capable, experienced, and creative developers or development teams are invited to submit SOQs regarding their development expertise, preliminary project concept(s), past success with developing similar projects, financial capabilities, and other pertinent information. Fairplex will select a shortlist of respondents (each, a “Respondent”) with sufficient experience, demonstrated creativity, financial resources, and personnel to participate in an upcoming RFP to enter into a public-private partnership (“P3”) with Fairplex.

At the conclusion of the solicitation process, Fairplex intends to award a long-term ground lease for the development of the Site to the Respondent deemed the best qualified to achieve Fairplex’s development

Page 4 objectives described below. The key dates for this offering and anticipated schedule for the selection of a Respondent are below. All times in this RFQ are local to La Verne, California.

Issuance of RFQ Friday September 7, 2018 Wednesday September 19, 2018 Site Tour - Los Angeles County Fair Thursday September 20, 2018 Pre-Submittal Conference Friday September 28, 2018 Deadline for Submittal of Questions regarding the RFQ Monday October 1, 2018 Deadline for Answers to Questions Monday October 15, 2018 Submittal Due Date for RFQ Friday November 2, 2018 Interviews of Teams (as necessary) November 2018 Shortlisting of Qualified Teams to Participate in RFP (anticipated) December 2018 RFP Released to Shortlisted Teams (anticipated) December 2018

1.2. FAIRPLEX BACKGROUND, HISTORY, AND OBJECTIVES The Los Angeles County Fair Association is a non-profit 501(c)(5) organization that leads a 487-acre campus situated in the cities of La Verne and Pomona, California. Fairplex exists in a public-private partnership with the County of Los Angeles and is home of the LA County Fair and more than 500 year- round events.

1.2.1. Fairplex History In 1921, a traveling merchants’ exposition rolled into the City of Pomona, catching the eye of not just the residents but of City Council member and businessman CB Afflerbaugh. Seeing the success of the short- run expo, Afflerbaugh thought the city should create its own expo. This is exactly what the region needs on an annual basis, he thought. Pomona was a bustling city in the early 1920s, on par with Los Angeles and Pasadena to the west, and San Bernardino and Palm Springs to the east. It was equal parts large town and home on the range, boasting one of the highest per-capita levels of income in the United States but with a homespun attitude. The city’s prominence in the orange grove industry brought with it the title “Queen of the Citrus Belt” -- a designation Pomona wore proudly.

Backed by the local chamber of commerce and the City of Pomona, Afflerbaugh and a cohort of business owners formed the Los Angeles County Fair Corporation in April 1922 -- funded by $23,000 in stock sales, $15,000 in loans obtained by shareholders and $10,000 from the Los Angeles County Board of Supervisors -- the start of a public/private partnership. Pomona purchased a 43-acre beet and barley field and leased it to the corporation for the LA County Fair.

The first LA County Fair in 1922 was a smashing success. It drew nearly 50,000 guests during its five- day run, setting the foundation for what would eventually become the largest county fair in the country, an iconic Southern California destination and a Pomona mainstay -- and a unique experience for guests. From its humble beginnings as a beet and barley field, Fairplex has become one of the most valuable properties in the County’s real estate portfolio. Fairplex financed most of the development on the current campus. Current valuation of the campus facilities portfolio is approximately $1 billion.

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Over the last seven decades, the County and Fairplex have shared a mission to promote agriculture, horticulture, forestry and viniculture in the region. Through the years, the County has experienced demographic change, economic change and political change, yet the relationship between Los Angeles County and Fairplex has endured -- and in fact, thrived.

Today, Fairplex’s work goes beyond hosting a Fair, building a hotel or creating jobs. Supported by the development of Fairplex, several affiliated nonprofit organizations and community programs operate on the campus.

The philanthropic 501(c)(3) not-for-profit arm of Fairplex operates numerous programs within The Learning Centers (TLC) at Fairplex including the Career and Technical Education Center (CTEC), Millard Sheets Art Center and The Farm at Fairplex. These programs provide vocational training in auto mechanics, arts, landscaping and other areas of real-world career-based skills. The five-acre educational Farm at Fairplex welcomes students, teachers and chaperones annually to learn about agriculture, horticulture and forestry. Lastly, there is the Child Development Center (CDC), which offers early education for 250 children ages 12 weeks to 6 years, approximately half of whom are from low-income families. The CDC and TLC both retain governing boards. CTEC and the Art Center have advisory boards. Funds raised for the 501(c)(3) not-for-profits are used for TLC’s educational programming; no TLC money is used for the operation of Fair enterprises. However, Fairplex is the largest donor to TLC, contributing more than $1 million annually to support administrative and programming costs.

1.2.2. Fairplex Objectives Development of the 11.75 acre La Verne Site is critical to realizing Fairplex’s goals for the future of the 487-acre campus as a whole. Fairplex has the following objectives for the Project:

1. Serve as the catalyst project for future growth and evolution of the Fairplex campus as a whole.

2. Create a first-class transit-oriented development aligned with the site intensity, mix of permitted uses, and urban character as set forth in the City of La Verne Old Town Specific Plan.

3. Design and development of new buildings and site improvements that create strong physical and aesthetic connections to Fairplex and the City of La Verne and enhance and respect the unique identity and mission of Fairplex.

4. Take advantage of and, to the greatest extent possible, integrate with the La Verne Gold Line Station that will connect Fairplex and La Verne to the greater Los Angeles County region in 2026.

5. Generate land value and tax revenues needed to further support the urban infrastructure and open space of the adjacent land uses and the near- and long-term goals of Fairplex.

6. Create business and employment opportunities for local workers and businesses during the design, construction, and operation phases of the project.

Further details on Fairplex’s proposed project objectives can be found in Section 3.3.

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1.3. PROJECT BACKGROUND The immediate 11.75-acre TOD site serves as a catalytic opportunity for both Fairplex and the City of La Verne, where both key stakeholders are highly invested in the long-term success of the Site. The project will bring fiscal and economic benefits to Fairplex and the City and “set the table” for further development within the 487-acre Fairplex campus.

The Site is located at the northern edge of the Fairplex campus within 300 feet of the planned Metro Gold Line light rail station in La Verne scheduled for completion in 2026. The Site is poised to take advantage of the built-in activity created by Fairplex’s nearly 3 million visitors per year (as reported in the LA Times), the nearly 5,000 students at the University of La Verne’s main campus (including approximately 1,000 residential students), and the increased regional connectivity created by the eventual Gold Line station.

The 2013-adopted Old Town La Verne Specific Plan and programmatic EIR sets a direction for transit- oriented development of the Site in terms of adopted zoning standards allowing mixed-use and hospitality opportunities with up to 70 dwelling units per acre, 6-8 stories in height, and parking requirements for approved uses. The City of La Verne’s Enhanced Infrastructure Financing District (EIFD) provides a value capture mechanism via tax increment that is projected to provide up to $35 million in potential bond funding for overall site infrastructure.

This convergence of site, neighborhood, and development characteristics – transit connectivity, stakeholder support, funding mechanisms, built-in workforce and patrons, key environmental and planning clearances, and partnerships with local institutions – create significant momentum to take advantage of the neighborhood’s inherent economic and locational attributes that would make a mixed- use TOD financially attractive to the development community.

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1.4. OVERVIEW OF TWO STAGE SOLICITATION PROCESS The solicitation will include two phases, beginning with a Request for Qualifications (“RFQ”) phase followed by a Request for Proposals (“RFP”) phase issued to development teams short-listed from the RFQ phase.

1.4.1. Phase 1: RFQ The primary purpose of this RFQ is to qualify and select a short list of highly qualified development teams, who will then be requested to participate in the Phase 2 RFP. In the RFQ, Respondents are asked to provide their basic project concept to address Fairplex’s objectives and requirements and qualify firms and their key personnel with regards to their ability to provide the experience, capacity, and financial resources necessary to successfully develop the Site. Only those development teams short-listed will move forward and participate in Phase 2. The RFQ response requirements can be found in Section 4 of this document.

1.4.2. Phase 2: RFP Phase 2 will consist of an RFP process in which the short-listed development teams will be requested to submit fully developed project concepts for all components of the project, including, but not limited to, Page 8 project data sheets, site plans, four color elevations and renderings, cross sections indicating major program elements, conceptual perspective images, financing strategies, and pro-formas. Further detail will be provided during the RFP phase with regards to the exact submittal requirements for the RFP. The development teams may be asked clarifying questions regarding the proposed project concepts, preliminary design drawings, and financing strategies. Based on the development teams’ responses to the clarifying questions, teams may be given an opportunity to revise their proposals before a decision is made. Further detail and specificity of process will be set forth within the forthcoming RFP.

2. SOLICITATION SCHEDULE, INSTRUCTIONS, AND CONTACT

2.1. SOLICITATION SCHEDULE The solicitation, receipt, and evaluation of the RFQ responses (i.e. SOQs) and the process for selecting a development team are anticipated to follow the timeframe below.

Fairplex reserves the right to alter the above dates at any time. In the event of any changes to the schedule, appropriate and timely notification will be made via email to all parties on the RFQ distribution list.

2.1.1. Site Tours – Los Angeles County Fair Fairplex will host two tours of the Site and Fair beginning at 11AM on Wednesday September 19 and Thursday September 20. It is highly encouraged that serious Respondents attend one of the two site tours. Tour attendees will meet at the Fairplex Conference Center (a short walk from the Sheraton Fairplex at the southern end of the campus), and transportation will be provided to the La Verne Site so that attendees can witness how the Site is activated as one of the main vehicular entrances to the Fair. After viewing the site, the tour group will walk through the Fair back to the Conference Center. Please RSVP to Heather Batcheller ([email protected], (909) 865-4211). Page 9

2.1.2. Pre-Submittal Conference While the Pre-Submittal Conference is non-mandatory, it is highly encouraged that serious Respondents attend. The Pre-Submittal Conference is scheduled from 1:30pm to 3:00pm on Friday September 28. Hosted by Fairplex, invited representatives from the City of La Verne, the Gold Line Authority, University of La Verne, National Hot Rod Association, Brackett Field Airport, and City of Pomona will provide short remarks/presentations about this development opportunity from their vantage point. The pre-submittal conference will be held at the Fairplex Conference Center as shown above. Please RSVP to Heather Batcheller ([email protected], (909) 865-4211).

2.2. RFQ SUBMISSION INSTRUCTIONS Complete SOQs must be submitted as outlined in Section 4 Submittal Requirements and delivered no later than: Friday November 2nd, 2018 BY 4:00 pm. Submissions of Respondent’s RFQ response (i.e. SOQ) should be marked and titled “RFQ for Development of La Verne Parcel” to the Fairplex Contact in Section 2.3 below.

Incomplete submittals, incorrect information, or late submittals may be cause for disqualification. Copies received by email or fax will not be accepted.

Please note: The documents requested in Section 4.11. (Financial Information) and Section 4.12 (Litigation and Bankruptcy History) should be submitted in a separate sealed envelope(s) marked as “CONFIDENTIAL – [Insert Developer Name] – Financial Information/Litigation History” (“Financial Capacity Envelope”). These materials should be submitted in an unbound, hard copy format. The sealed Financial Capacity Envelope MUST also contain a self- addressed, stamped envelope(s) to provide for the return of the information if so desired. The sealed Financial Capacity Envelope(s) must be delivered at the same date and time as indicated above to the same Fairplex representative indicated in Section 2.3 Fairplex Contact.

The documents submitted in the sealed Financial Capacity Envelope do not count towards the 75-page limit described in Section 4. All documents submitted in the sealed Financial Capacity Envelope will be treated as confidential as allowed by law and returned in the self-addressed envelope(s). Failure to follow these instructions may result in the rejection of the proposal.

2.3. FAIRPLEX CONTACT Interested parties should direct inquiries and submit the RFQ response/SOQ to:

Walter Marquez Vice President of Finance & CFO 1101 W. McKinley Ave. Pomona, CA 91768 (909) 865-4203 [email protected]

All questions and communications should be emailed directly to the Fairplex Contact listed above. No other contact with Fairplex staff, board, advisory committee members, or consultants should take place

Page 10 during the selection process in an effort to influence the outcome concerning the RFQ. Any attempt to do so could result in the disqualification of the Respondent’s SOQ.

Specific questions regarding the RFQ contents should be sent via e-mail to ensure appropriate tracking and response. All questions received and corresponding answers will be compiled and posted on the Fairplex project website by the date listed in Section 2.1.

3. PROPOSED DEVELOPMENT OPPORTUNITY

3.1. SITE AND ENVIRONS The Site is located at the northern edge of the Fairplex campus and fronts on East Arrow Highway in the city of La Verne. The Site is an 11.75-acre assemblage of five parcels owned by Fairplex, is currently improved as a surface parking lot, and is a significant point of ingress and egress for patrons of the Los Angeles County Fair. The referenced Metropolitan Water District parcel has a trunk line running through it that will unlikely allow for significant above grade improvements for all or a portion of this parcel. Southern California Edison also has property rights on this parcel. Further dialogue with both utilities will be required during the solicitation process.

APN Owner Acres Approx. Area (SF) 8378-015-004 Los Angeles County Fair Association 1.30 56,628 8378-015-005 Los Angeles County Fair Association 4.52 196,891 8378-015-006 Los Angeles County Fair Association 1.24 54,014 8378-015-007 Los Angeles County Fair Association 1.36 59,242 8378-015-008 Los Angeles County Fair Association 3.33 145,055 Total 11.75 511,830 8378-015-902 Metropolitan Water District (* not part of 2.36 102,802 this RFQ *)

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On its western edge, the Site sits adjacent to the Auto Club Raceway at Pomona, also within the Fairplex campus, a Metrolink rail station, and a self-storage facility. On its eastern edge, the Site is bounded by light commercial uses and another self-storage facility. Towards the north across Arrow Highway, the Site is bounded by light industrial uses in La Verne as well as the tracks and station of the planned Metro Gold Line rail station within 300 feet. Notably, the Site is also located within a few blocks of the Brackett Field Airport across Fairplex Drive to the southwest and the University of La Verne’s main campus to the northwest. This mix of civic, commercial, and industrial uses buffer the Site from La Verne’s residential neighborhoods further in each of these three directions. The rest of the Fairplex campus is in the southern direction of the site.

The 2013-adopted Old Town La Verne Specific Plan along with a certified programmatic EIR sets a direction for transit-oriented development (TOD) of the Site. The Specific Plan provides the Site with a Mixed-Use 2 zoning designation. The Mixed-Use 2 TOD zoning designation provides for a wide variety of uses within easy walking distance of the Gold Line Station to complement the land uses of Fairplex. Approved MU-2 uses consist of ground floor retail with residential or office uses above as well as hotel/hospitality and cultural uses.

The Site’s zoning standards within the adopted MU-2 zoning allows up to 70 dwelling units per acre, a maximum height for mixed-use residential/office of 84 feet and 108 feet for hotel (approximately 6-8 stories in height), and parking requirements for approved uses as shown below in Figure 10.1 from the Old Town Specific Plan.

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Potential Airspace Encroachment The Site is in close proximity to the Brackett Field Airport and an even shorter distance (1,000 to 1,250 feet) of its runway encroachment paths from the airspace as depicted in the image to the right. During the course of this solicitation process and project design process, potential airspace encroachment issues will be studied with the local Federal Aviation Administration (FAA) office, which may impact allowable building height on a portion of the site.

Geotechnical / Soils Condition A geotechnical analysis/report on an adjacent parcel was generated in 2010 (a link to the report is included in Section 3.4 below). By approximation, that geotechnical investigation would provide an indication about the soils condition of the Site. However, no known geotechnical reports have been created for the Site itself. Anecdotally, the only structure that has ever been built on the site was an old farm house and the bulk of the acreage was used as a citrus ranch. Fairplex purchased the assemblage of parcels in the 1950s and 60s and paved it, utilizing the Site as surface parking since.

Adequate geotechnical investigations for the Site will be further explored throughout the developer solicitation process.

3.2. PROPOSED DEVELOPMENT The La Verne Site presents an opportunity for developers to creatively incorporate the approved residential, commercial, retail, cultural, and hospitality uses within the Old Town Specific Plan into a unique TOD project that is financially attractive while serving the mission of Fairplex. The development can also be conceptualized to take advantage of the built-in activity created by Fairplex’s 3 million annual event goers as well as the workforce, patrons, and stakeholders of the University of La Verne, City of La Verne, Brackett Field Airport, and Old Town La Verne neighborhood.

Architecturally, there is an opportunity to create a grand promenade into the Fairgrounds as well as strong connections to the Gold Line and other public transportation, trails for pedestrians and cyclists, and modern automobile travel (e.g. drop-off locations for ridesharing in addition to standard parking).

Successful SOQs will meet Fairplex’s general objectives as stated in Section 1.2, while also incorporating the following development goals:

1. Maximize market-feasible density and FAR on the Site, creating a live-work-play urban experience with a mix of uses.

a. Encourage uses that take advantage of and/or increase Fairplex’s 3 million annual visitors and the 5,000 students and the University of La Verne.

b. If housing is part of the development concept, it must accommodate the Specific Plan’s mandate for a 15% affordable inclusionary allowance (see Old Town Specific Plan, section 8.4).

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c. Exemplify the high-quality building design and architectural features that are spelled out in the Old Town Specific Plan.

d. Ground floor levels should be active and maximize transparency along pedestrian pathways. Thoughtful design at the corners of the Site should help knit together surrounding uses and invite pedestrians.

e. Developer and architect will skillfully collaborate with the local FAA on any potential airspace encroachment and noise dampening issues related to runways landing pathways of Brackett Field Airport and potential building height.

2. Provide active and accessible linkages to Fairplex, Old Town La Verne, adjacent uses, and the regional transportation system.

a. Create strong connection point to the La Verne Gold Line Station that will be operational in 2026.

b. Enhance the entrance to the Fairgrounds on East Arrow Highway as a gateway to Fairplex as an inviting crossroads of activity for users of the development and patrons of Fairplex. To this end, consider publicly accessible open space and community amenities (e.g. plazas, paseos, and “pop up” cultural events and programming)

c. Consider the nearby University of La Verne and Brackett Field Airport in terms of modes of transportation and connections to the Site.

3.3. MARKET OVERVIEW Fairplex and the Site are critical pieces of the broader San Gabriel Valley (SGV) market area. The Site is situated at the intersection of the City of Pomona, the largest city in the SGV, and the City of La Verne, which is a desirable foothills community with some of the highest median home prices in the SGV.

The San Gabriel Valley is a thriving region east of the City of Los Angeles and covers about 200 square miles. Originally agricultural, the SGV is now wholly urbanized encompassing 31 cities and five unincorporated areas in Los Angeles County. Population growth and demographic diversification have steadily increased for the past two decades within the SGV, and the region has benefited from increased wages and income. The SGV sits between the City of Los Angeles and coastal Los Angeles County and the Inland Empire, which recently has been the fastest growing region in California on par with if not exceeding the fastest growing metro regions in the nation.

The San Gabriel Valley is an area uniquely distinct from greater Los Angeles County in terms of demographics, industry employment, wages and income, and industry concentration of business establishments. Overall, the population of the San Gabriel Valley is 1.8 million people residing in the 31 incorporated cities and unincorporated county regions. The cities of La Verne and Pomona have been among the fastest growing cities within the SGV. Hispanics/Latinos make up the largest ethnic group with 45% of the population. Asians are the next largest ethnic group, making up 30% of the population. Whites made up the third largest group in the SGV with 20%. African Americans make up 3% and the remaining

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2% of population includes Native Americans, Hawaiians/Pacific Islanders, and persons who identified as “other” or of two or more races.

The SGV has a number of significant economic drivers including: healthcare, higher education, international trade, manufacturing, professional and business services, retail trade, and tourism. These industries are the foundation of the San Gabriel Valley’s economic growth, drawing in dollars from outside the region, fostering innovation, and creating wealth. The distribution of jobs by industry in San Gabriel Valley is similar to Los Angeles County as a whole. For 2017, the California Employment Development Department estimates that the largest share of employment in the SGV is in professional and business services (16%) followed by health care services (14%). Other large industry sectors are retail trade (11%), leisure and hospitality (11%), and the public sector (10%).

The SGV is home to many highly-educated workers. The overall level of educational attainment in the San Gabriel Valley is slightly higher than that of Los Angeles County. For the SGV as a whole, 80.2% of the population (25 years and older) has a high school diploma and 32.3% has earned a Bachelor’s degree or higher. Excellent higher education is provided by numerous institutions including the University of La Verne, the Claremont Colleges, Cal Poly Pomona, Caltech, California State University Los Angeles, and the region’s community colleges.

3.3.1. Residential Real Estate The San Gabriel Valley’s housing market is undergoing the same overheating that Los Angeles County as a whole is experiencing, and due to insufficient new construction it is unlikely to abate in the near future. In the long run, expect to see more dense construction to take advantage of the demand and high prices, as well as a continued shift to multifamily units and more urban living.

Following the regional trend, median home prices have risen significantly throughout the San Gabriel Valley boosted by strong demand and lean inventories. An influx of wealthy foreign investors has also exerted upward pressure on prices. Double digit annual percentage increases have been the norm since 2014. For the past three years since 2015, new home construction has tilted toward multifamily homes, primarily apartments. The shift from single family to multifamily in new construction is attributed to the diminishing supply of land available for new home construction and changing consumer preferences for centralized urban environments.

3.3.2. Non-Residential Real Estate The fundamentals of commercial (offices, retail, and hotel) and industrial real estate are strong in the San Gabriel Valley, supported by employment growth and strong economic activity.

Office Office market fundamentals in the San Gabriel Valley have been slightly better than the County overall, where the SGV’s vacancy has been slightly under 15% while the County at large has been slightly above that figure. In general new construction for office in the SGV has been very specific to the community in which it is situated, leveraged off of the growth and existing businesses in the primary industries and institutions within a specific city or region. That said, new office construction in and around La Verne and Pomona would likely leverage or be compatible with health care, higher education, technology, and professional services.

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Retail The retail sector occupies a prominent place in the economy at both the national and local levels. Increased consumer spending comes along with increased population and incomes, which has positively impacted the San Gabriel Valley. The retail sector in the San Gabriel Valley has improved steadily since 2009. It is estimated that about two thirds of the SGV’s cities reached new post-recession peak sales levels in 2017.

Tourism and Hospitality Tourism and hospitality are one of Southern California’s largest, most visible, and valuable industry sectors, employing thousands of people and generating billions of dollars in economic activity. Many leisure and hospitality jobs serve the local population more so than the region’s tourists and business travelers. The Los Angeles Tourism and Convention Board reports that business and leisure travelers spent $21.9 billion in 2016, where 32% or $6.9 billion was spent by international travelers. International travelers make up 15% of visitor volume, showing a significantly outsized spending to people volume. The San Gabriel Valley attracts a large number of these international visitors due to its diverse demographics. Chinese tourists in particular are drawn to the region due to the large ethnic Chinese population that has settled in the SGV since the 1970s. This benefits every corner of the San Gabriel Valley.

The lodging market in the SGV is supported by strong fundamentals. The region houses world-renowned cultural attractions such as Fairplex, and a wide range of entertainment options and a number of large and influential corporations. Looking ahead, the San Gabriel Valley lodging sector will continue to benefit from stronger corporate spending, personal income growth and international visitation. Rising demand and a lack of new hotel construction have helped improve lodging fundamentals.

Industrial As a major gateway market for consumer and business goods, Southern California’s industrial real estate markets have seen years of steady improvement. The region is a hub for manufacturing, international trade and logistics, and entertainment, all of which use industrial space. Currently, the primary concern for the region’s industrial market is not demand, but supply. Robust demand has kept pressure on developers to deliver new industrial produce to the market.

3.4. REVIEW OF RELEVANT PLANNING DOCUMENTS

Fairplex Strategic Plan www.fairplex.com/aboutus/ceo/strategic-planning

Old Town La Verne Specific Plan www.cityoflaverne.org/otlvsp.pdf

Old Town La Verne Specific Plan: Draft www.ci.la-verne.ca.us/index.php/documents/community- and Final Environmental Impact Report development-planning/general-and-specific-plans/816- (NOTE: the final certified EIR starts on page 567 old-town-la-verne-specific-plan-draft-final-eir/file of the PDF document) La Verne Station Gold Line Fact Sheet www.foothillgoldline.org/images/uploads/LaVerneFactS heet_web.pdf

https://foothillgoldline.org/cities_stations/la-verne/

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La Verne Enhanced Infrastructure http://www.ci.la-verne.ca.us/index.php/documents/lveifd Financing District (Adopted Infrastructure Financing Plan and Exhibits) Geotechnical Report on adjacent parcel https://www.dropbox.com/s/jva8yz9mss84hrp/Stable- Barn%20Reno%20Geotechnical%20Report.pdf?dl=0

4. SUBMITTAL REQUIREMENTS A complete, concise and professional response to this RFQ will enable Fairplex’s Evaluation Committee to identify those development teams deemed most qualified and will be indicative of the level of the Respondent’s commitment to the proposed project.

Any development team selected must demonstrate the experience, resources, and expertise needed to successfully design and develop the proposed project as previously described in Section 3. Past design and development experience with similar projects will be critical in evaluating responses to this RFQ. Additionally, financial capacity and/or access to funding sources will be critical in evaluating the successful Respondents. Finally, the successful team must demonstrate the ability to deliver projects in a timely manner and within budget.

The Respondent shall follow the format described below. The contents of the submittal must be clear, concise and complete. Phase 1 RFQ submissions shall not exceed a total of seventy-five (75) pages, including any appendices, using a minimum font size of 11pt. The Respondent shall submit one unbound original copy, ten (10) hard copies and one “high quality” digital PDF file (on a flash drive or CD), along with one separate sealed envelope with “Confidential” Information (see Section 2.2), unless otherwise noted. Information submitted in the “Confidential” envelope does not count towards the seventy-five page limit.

Each section of the RFQ response shall be tabbed and labeled in the order shown below.

4.1. SUBMITTAL COVER The submittal cover shall include the title of the RFQ, submittal date, the lead Respondent, principal contact, address, telephone number, email address and web site address if applicable.

4.2. TABLE OF CONTENTS The table of contents shall be complete and clear indicating section headers and pages.

4.3. TRANSMITTAL LETTER A duly authorized official of each Respondent or lead firm must execute the transmittal letter in blue ink. For Respondents that are joint ventures, partnerships, limited liability companies or other associations, the transmittal shall be executed by authorized officials of each Equity Member. The transmittal letter should include the following information: • Name, address, telephone for the lead development company • Legal structure of lead development company or anticipated entity (e.g. corporation, joint venture, limited partnership, limited liability company, etc.) and date of legal establishment

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• Name, title, address, telephone number, and email address of the person designated as the primary contact for the lead development company • Names and relationships of all companies included in the SOQ submittal (e.g. architect, cost estimator, economic consultant, etc.) • A statement indicated that all representations, statements and commitments made in the SOQ on behalf of the Equity Members’ firm(s) have been authorized by, are correct, and accurately represent the role of the Equity Member’s firm in the Respondent team.

4.4. EXECUTIVE SUMMARY The Executive Summary, in three to five pages, shall be written in a narrative style and shall contain sufficient information for reviewers with both technical and non-technical backgrounds to become familiar with each Respondent's SOQ and the Respondent’s ability to satisfy the financial and technical requirements of the project. The Executive Summary shall also include any relevant information the Respondent believes is necessary to introduce the development team and project to the selection committee.

4.5. PROJECT CONCEPT AND APPROACH TO MEET FAIRPLEX OBJECTIVES Include a complete but succinct narrative description that generally sets forth the Respondent’s envisioned development concept that meets or exceeds Fairplex’s objectives stated in Section 1.2. This section shall not exceed five (5) pages. Bubble diagrams or sketches of concepts may be useful but are not required. Do not include more rigorous drawings, plans or renderings beyond sketches/bubble diagrams as part of this RFQ phase.

Please incorporate the points listed below in a narrative description of the proposed project concept: • Strategic rationale for the project including uses or users and market rationale o Include an explanation of how the project concept will support Fairplex’s vision as articulated in the 2018 Strategic Plan, objectives described in this document, as well as operations and ambience of the LA County Fair and other events o Include market rationale for the project concept and uses/users with respect to demand and supply of various real estate product types within the cities of La Verne and Pomona near Fairplex and broader San Gabriel Valley market area • Basic development concepts and mix of uses, including the scale and type of new development proposed in addition to site planning concepts. • Approach to development approvals, community engagement, and phasing (if applicable) • Conceptual financial plan • Conceptual project timeline • An explanation of why the Respondent is qualified to develop the envisioned project

4.6. IDENTIFICATION OF THE DEVELOPMENT TEAM Include a complete but succinct description of the proposed development team including the identification of the primary developer and development partners that make up the key members of the development team, a clear identification of the project lead for the day-to-day management of the project as well as key Page 18 contacts for each development partner who will be responsible for implementing the project. Provide clear identification of which entities make up the development team and which would be parties to the development agreement and/or ground lease with Fairplex. At a minimum, the submittal shall identify the lead development firm and lead architectural firm. This section should also identify the lead contact for each firm, including contact name, address, phone number and email address.

4.6.1. Minimum Requirements of the Development Team The Respondent’s developer and architect must demonstrate successfully developing at least three (3) projects, within the last ten (10) years, including the planning, designing, financing and construction of a project consistent with the proposed development in the Respondent’s SOQs, with an emphasis on experience developing on public or quasi-public agency land (and more broadly public-private partnership experience) and entitling projects in complex regulatory environments with multiple levels of government (e.g. one or more of the following - Federal, State, County, Airport Commission, City, Port, etc.).

A. Developer should have specific experience with: 1. At least three (3) projects where the lead developer was primarily responsible for the development of the project which are of similar nature to that which is envisioned in the SOQs;

2. At least one (1) of the three (3) projects listed in Section 4.6.1 above, the development value must be over $100 million.

3. The development of one (1) LEED Silver certified (or equivalent) project of similar nature to that which is envisioned in the SOQs.

B. Designer/Architect should have specific experience with: 1. At least three (3) projects where the architectural team was responsible for the design of the project which are of similar nature to that which is envisioned in the SOQs; and

2. The design of one (1) LEED Silver certified (or equivalent) project of similar nature to that which is envisioned in the SOQs.

4.7. PROJECT RELATED EXPERIENCE This section shall be used to provide examples of the Respondent’s experience in the past ten (10) years specifically related to the envisioned TOD uses. Respondents are limited to a maximum of ten (10) projects in the aggregate per Respondent team. At least three (3) examples shall be that of the lead developer and at least three (3) shall be that of the planning, design, and/or architectural firm. Respondents are encouraged to provide examples where team members have collaborated on the same project.

Individual project examples shall not exceed one (1) page, for a total of ten (10) pages in aggregate. Project-related examples shall include, but is not limited to:

1. Name of the project 2. Location (address) of project 3. Firm’s role on Project 4. Project Executive and Project Manager including name(s) and contract information 5. Project description

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6. Mix of uses included in the project 7. Size of the Project: a. Total square feet b. Total acreage c. Total number of stories d. Total number of units/rooms/parking spaces/square footage allocated to each use 8. Type of Construction 9. Construction start and completion date Construction Type 10. Total project cost 11. Any LEED or LEED equivalent certifications 12. Special project considerations, particularly proximity to airports and/or highways, where airspace and noise concerns are elevated 13. Date of acquisition 14. Date of disposition (if relevant) 15. Photo of project

4.8. PROJECT PERSONNEL This section shall identify the contact person with primary responsibility for the project, the key personnel proposed to work on this project, and any joint venture partners. The persons listed will be considered committed to the project with no substitutions allowed without prior agreement by Fairplex. A resume or biography for each key professional and technical person assigned to the project, including partners and consultants, shall be submitted and shall not exceed one (1) page each. At a minimum the key personnel shall include those personnel listed below:

1. Project Executive. A Project Executive with at least ten (10) years of experience as a project executive and having worked on a minimum of three (3) projects in an environment similar to the Respondent’s envisioned concept. The Project Executive shall be an individual with the authority to make binding decisions on behalf of the developer through the design and construction phases of the project and shall have the overall responsibility for ensuring the project is delivered in accordance with the development agreement.

2. Project Manager(s). Project Manager(s) with at least ten (10) years of experience as a project manager and having worked on a minimum of three (3) projects in an environment similar to the Respondent’s proposed concept. The Project Manager shall be an individual with authority to make binding decisions on behalf of the developer through the design and construction phases of the project and shall be responsible for managing and coordinating the entire development process, including budgeting, scheduling, planning, design, construction, FF&E and any other processes related to the design and construction of the project. At least one (1) project shall be a project listed in the Respondent list of qualifying project examples.

3. Architect. An architect with at least ten (10) years of experience as a lead designer/architect who has worked on a minimum of at least three (3) projects in an environment similar to the Respondent's proposed concept. At least one (1) project shall be a project listed in the Respondent list of qualifying project examples.

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4. Other Key Personnel. Other key personnel of the Respondent team not listed above that are listed in the organization chart at an equal or higher level than those key personnel listed above.

4.9. ORGANIZATION CHART This section shall include an organization chart containing the names of all key personnel, any joint venture partners and consultants with titles and their specific task assigned for this project.

4.10. DEVELOPMENT TEAM REFERENCES This section shall be used to provide a listing of development team references with sufficient information to ensure ease of contact. References will be individuals who can provide information related to the items below, and should include full names, titles, company/organization names, relationships to the team member, telephone numbers, and e-mail addresses.

For each entity within a development team, the following references should be provided:

• Financial – identify at least three (3) contacts that have provided members of the development team with debt or equity financing of at least the magnitude likely to be required for the project. These contacts are not applicable to design professionals or other professionals not taking part in the financial aspects of the development.

• Public or Government – identify at least two public officials of a government agency, county, city, or other public agency who have been involved with a project completed by members of the development team (e.g. city managers, former redevelopment staff, planning directors, economic development directors, etc.

• General Professional – provide the names of up to two other contacts (e.g. major clients/accounts) that could provide information about the experience and capability of members of the development team to complete the project.

4.11. FINANCIAL INFORMATION This section shall be used to provide the financial information for the development team including the developer, any joint venture partners and letters of interest or commitment from potential lenders. See Section 2.2 regarding the submission of “Confidential” information in a separate sealed envelope.

Required information includes:

a. Description of Respondent’s ability to raise equity and additional capital sources. In particular, how will pre-development costs be funded?

b. Does the development entity or any principal owners in the proposed project have any off- balance sheet liabilities, such as corporate or personal loan guarantees? If yes, provide details of these items.

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c. Most current unaudited financial statement on a year-to-date basis including balance sheet, income statement and cash flow statements. Items submitted under this section (Section 4.11) will not count against the maximum page count for the RFQ response/SOQ;

d. Last two (2) years of audited financial statements prepared by an independent certified public accounting firm which include a balance sheet, income statement, cash flow statement and associated notes to the financial statements. If audited financial statements are not available then the Respondent shall include the last two (2) years of tax returns submitted to the IRS. Respondent may be asked clarifying questions regarding the financial statements or tax returns. If a Respondent is a sole proprietor or a wholly owned corporation owned by a single individual, and the development team will rely on the financial assets of the sole proprietor or single owner of the corporation, then the individual’s tax returns and financial information must also be disclosed. Items submitted under this section will not count against the maximum page count for the RFQ response;

e. Listing of projects financed - the listing shall include the total project cost, amount of equity placed, source of the equity, amount financed, and the source of the financing. The listing of projects should include any projects identified under Section 4.7 - Project Related Experience, but is not limited to those projects under Section 4.7; and

f. Any letters of interest or commitment letters from potential lenders or equity partners.

4.12. LITIGATION AND BANKRUPTCY HISTORY This section shall be used to disclose any litigation and/or bankruptcy information.

• During the past ten (10) years, has the developer, or joint venture partner, including their parent corporation or subsidiary or affiliated corporation as well as any of the development team’s officers, principal members, shareholders or investors been adjudged bankrupt, either voluntary or involuntary, or have been involved in litigation relating to a development project either voluntary or involuntary? If yes, provide sufficient details elaborating on the circumstances of these events.

• Is the development entity or any principal owners in the proposed project currently involved in any litigation or disputes that could result in a financial settlement having a materially adverse effect on the Respondent’s financial condition? If yes, please explain.

See Section 2.2, regarding the submission of “Confidential” information in a separate, clearly-labeled file.

5. EVALUATION CRITERIA An Evaluation Committee will be created to evaluate and assess the submitted SOQs. The Evaluation Committee will review and score written proposals in accordance with the following criteria. Following written evaluation, Fairplex may conduct oral interviews with all or a subset of Respondents to further understand team qualifications, if needed.

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5.1. ADMINISTRATIVE AND LEGAL EVALUATION The following administrative and legal aspects of the SOQ are evaluated on a pass/fail basis:

1. Evaluation of the completeness of the information submitted in the SOQ including compliance with all instructions in this RFQ.

2. The SOQ contains an original executed transmittal letter as required in Section 4.3;

5.2. PRELIMINARY PROJECT CONCEPT AND APPROACH EVALUATION (30 POINTS)

1. Evaluation of the proposed project concept;

a. Concept meets Fairplex’s objectives for the Site and long-term vision, aligning with the approved Mixed Use-2 zoning designation in the Old Town Specific Plan, and creating strong regional and neighborhood linkages

b. Approach to addressing the real estate market context, identifying market strengths and weaknesses, proposes practical strategies to leverage strengths or address possible weaknesses, consistent with best practices in real estate economics

c. Approach to addressing community concerns; recognizing and accounting for community input

d. Demonstration of overall innovation and creativity; proposed approach demonstrates lead developer’s commitments to creative real estate solutions for challenges such as introducing new product types to a submarket; long-term phasing; balancing social/community-oriented priorities with economic gains; negotiating and working with government and quasi-governmental clients; creative approaches to parking, access, open space, and infrastructure;

5.3. DEVELOPMENT TEAM EVALUATION (30 POINTS)

1. Evaluation of the assembled team including;

a. A “Developer” with experience in planning, designing and constructing projects in an environment similar to the Respondent’s proposed concept, within the last ten (10) years. To be eligible the Lead Developer must demonstrate meeting all the minimum requirements specified in Section 4.6.1.;

b. A “Designer/Architect” with experience, as lead architect, in designing projects in an environment similar to the Respondent’s proposed concept, within the last ten (10) years. To be eligible the Architectural Team must demonstrate meeting all the minimum requirements specified in Section 4.6.1;

2. Evaluation of the Respondent’s personnel and references;

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a. Evaluation of the assembled team members

b. Evaluation of the Respondent’s key personnel and their ability to meet the applicable minimum qualifications outlined in Section 4.8.

3. Evaluation of the team’s experience and capability;

a. Demonstrated ability to successfully entitle projects in complex regulatory environments with multiple levels of government (e.g. one or more of the following – Federal, State, County, Airport Commission, City, Port, etc.);

b. Public-Private Partnerships, i.e. establishing public agency partnerships - experience working with local government and quasi-governmental agencies on public land deals, redevelopment deals, or similar work.

c. Manage the design, financing, and construction/delivery of similar projects;

d. Manage/operate the project once complete

5.4. PAST PROJECTS AND PERFORMANCE EVALUATION (20 POINTS)

1. Evaluation of the team’s past projects and performance.

a. Demonstrated successful track record of developing complex TOD projects of similar scale

b. Experience with building new structures in the context of a historic district

c. Proven track record of completing projects of comparable type, scope, and quality envisioned

d. Proven ability to implement projects quickly, effectively, and on budget

e. Experience with sustainable development within an urban context, including demonstrated use of innovative design and development measures to meet LEED standards or otherwise minimize environmental impacts of projects

f. Track record of local hiring and participation of locally owned businesses in prior projects

g. Demonstrated ability to partner with local organizations and/or address community concerns

5.5. FINANCIAL EVALUATION (20 POINTS) The following list represents the evaluation criteria as it relates to the financial aspects of the SOQ:

1. Evaluation of the team’s financial information submitted;

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2. Evaluation of the team’s past ability to commit sufficient equity to the project to satisfy conventional lending requirements;

3. Evaluation of the team's past ability to secure financing for similar projects, including relationships with current lenders;

4. Evaluation of the team’s experience with the following:

a. Experience over the last ten (10) years in closing the financing of at least three (3) projects of similar size and nature to that described in the RFQ, each in excess of $100 million of debt and/or equity.

b. At least one of the projects meeting the requirements of 4.a (above) was under the control of the equity member for at least four (4) years following the financial close and the project is currently in operations.

5. Evaluation of the team's financial standing, capacity, experience and resources to undertake, finance and deliver the project;

Summary of Evaluation Criteria Scoring Preliminary Project Concept and Approach Evaluation 30 Points Development Team Evaluation 30 Points Past Projects and Performance Evaluation 20 Points Financial Evaluation 20 Points Written Submittal Total: 100 Points Oral Interview (Optional) 30 Points Cumulative Total (If necessary) 130 Points

6. DISCLOSURES AND ADDITIONAL INFORMATION

6.1. FAIRPLEX’S RIGHTS RESERVED RELATIVE TO THIS SOLICITATION Fairplex reserves the right to do the following at any time: • Reject any and all submittals without indicating any reasons for such rejection; • Amend this solicitation by addendum; • Waive or correct any minor or inadvertent defect, irregularity or technical error in the RFQ or any RFQ procedure or any subsequent negotiation process; • Extend any or all deadlines specified in the RFQ by issuance of an addendum at any time prior to the deadline for submittals; • Disqualify any Respondent on the basis of any real or perceived conflict of interest or evidence of collusion that is disclosed by the response or by other means or other information available to Fairplex; • Check any or all references (1) necessary to assess a Respondent’s past performance; (2) pertaining to similar projects that demonstrate experience that is relevant to the RFQ scope of work; and/or (3) explicitly specified in the response or that result from communication with other entities Page 25

involved with similar projects, including other industry sources and users of similar services known to Fairplex; • Reject any Respondents that are in breach of or in default under any other agreement with Fairplex, the City of La Verne, or Los Angeles County; • Reject any Respondents deemed by Fairplex to be non-responsive, unreliable, or unqualified.

Fairplex accepts no financial responsibility for any cost incurred by the Respondent during either phase of the selection process. All submittals become the property of Fairplex and may be used in any way deemed appropriate.

6.2. WITHDRAWAL OF SOLICITATION Fairplex reserves the right to withdraw this solicitation at any time without prior notice and makes no representation that any agreement will be awarded to any Respondent. Additionally, Fairplex expressly reserves the right to postpone opening responses to this solicitation for its own convenience, and/or to waive any informality or irregularity in the responses received. Fairplex reserves the right to issue a new RFQ anytime after withdrawal of this RFQ and/or procure any services specified in the RFQ by other means.

6.3. CONFIDENTIAL SOLICITATION PROCESS Fairplex will not share the details of individual responses to this solicitation with competing Respondents during the selection process. The Respondents shall not attempt to influence the decision process by lobbying or otherwise influencing decision makers. By submitting a response to this RFQ, the team agrees to keep the team’s response confidential and not engage in any activity in an attempt to influence the decision outside of the process outlined in the RFQ, as may be amended from time to time.

6.4. NEWS RELEASES The Respondent agrees that, if selected, Fairplex will review and have rights of approval on all news releases and other public comment pertaining to this solicitation and/or subsequent agreement(s) prior to release. All news releases will be submitted in writing to Fairplex’s designated contact in this RFQ.

6.5. INDEMNIFICATION The Respondent agrees, if selected, to indemnify and hold harmless Fairplex and all its officers, employees, and consultants from any and all liability, claims, costs (including reasonable attorneys’ fees), demands, damages, expenses and causes of action.

6.6. EXAMINATION OF SOLICITATION The Respondent understands that the information provided herein is intended solely to assist the Respondent in submittal preparation. To the best of the Fairplex’s knowledge, the information provided is accurate. However, Fairplex does not warrant such accuracy, and any errors or omissions subsequently will not invalidate this solicitation. Further, by submitting a response to this solicitation, the Respondent represents that he or she has thoroughly examined and become familiar with work required in the solicitation and is capable of performing quality work to achieve the objectives of Fairplex.

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