PROPOSAL FOR REDEVELOPMENT VILLAGE AT MANASSAS PARK NOVEMBER 19, 2019 1 PROPOSAL FOR REDEVELOPMENT: VILLAGE AT MANASSAS PARK Table of Contents I. Cover Letter Page 3 a. Confidentiality Request Page 5 b. Copy of Check for Review Fee Page 7 II. Unsolicited PPEA Proposal a. Qualification and Experience Page 8 b. Project Characteristics Page 19 c. Project Financing Page 27 d. Project Benefit and Compatibility Page 31 III. Appendices a. Appendix A: Table of Assessed Value for Project b. Appendix B: Financing Exhibit (PROPRIETARY & CONFIDENTIAL) c. Appendix C: JAP Investment Group Financial Statement (PROPRIETARY & CONFIDENTIAL) d. Appendix D: Qualifications & Key Individuals 2 VILLAGE AT MANASSAS PARK LLC November 19, 2019 Mr. Laszlo Palko, City Manager Manassas Park City Hall One Park Center Court Manassas Park, VA 20111 RE: Unsolicited Proposal Under Public-Private Education Facilities and Infrastructure Act of 2002 for the redevelopment of City of Manassas Park Transit Station Area North of the VRE Rail Station and East of Manassas Drive Dear Mr. Palko: We are very excited and pleased to present our team’s proposal for the redevelopment of approximately 25 acres of City and privately-owned land in a transit-oriented development adjacent to the Virginia Railway Express station in the City of Manassas Park for their consideration. Norton Scott has pulled together a great team that brings a broad array of multidisciplinary talent and public-private partnership expertise to address this unique opportunity for the City. The members of our team have extensive experience in similar sized master planned mixed-use projects; public-private transaction structuring and implementation; at-risk construction for public institutional and commercial projects; multifamily residential development (including affordable housing); cultural and community facilities; commercial development; and tax-exempt and commercial project finance. Team members been involved with new, mixed-use development, finance and construction of projects in Northern Virginia, including the emerging Kincora development in Loudoun County which brings together regional infrastructure, cultural amenities, residential and commercial development in a 6 million square foot environmentally- balanced mixed-use project. We are particularly attracted to the City by this transit-oriented development which will bring young professionals within commuting range of Amazon’s HQ2 and other emerging employers located within the VRE corridor. The proposed residential development will increase the range of residential options in the City’s already fully-tenanted core with a “For-Sale” Two-over-Two product to be built by Toll Brothers and garden apartments to be developed by Norton Scott LLC. The development plan capitalizes on the relocation of the proposed VRE Parking Structure to a more retail proximate location on the site where it can be used to attract an entertainment anchor that will benefit by complementary use of parking. This provides a great opportunity for 3 VILLAGE AT MANASSAS PARK LLC place-making in the City core which will benefit not only the Village at Manassas Park project, but also the adjacent retail locations. We appreciate the County’s consideration of our proposal. We would welcome the opportunity to work closely with the City and community to create this very exciting new mixed-use project with public and private facilities, linking Manassas Park more closely with the greater metropolitan market. Kind regards, Mike Scott Managing Member Norton Scott LLC and Village at Manassas Park LLC 4 Village of Manassas Park Proposal of Village at Manassas Park LLC Under Public-Private Education Facilities and Infrastructure Act Confidential Information and Trade Secret Protection Request for Protection of Trade Secrets or Proprietary Information Pursuant to Purchasing Resolution and Va. Code Ann. § 2.2-4342(F) This form is provided to protect trade secrets and proprietary information from disclosure under the Virginia Freedom of Information Act. In order to receive protection, we (a) invoke the protection prior to or upon submission of the data or other materials in connection with an Unsolicited Proposal to the City of Manassas Park for the redevelopment of certain City-owned and adjacent land located to the North of the Virginia Railway Express station in the City of Manassas Park, (b) identify the data or other materials to be protected, and (c) state the reason(s) why protection is necessary. Each of these requirements must be met with respect to the particular information for which protection is sought. a) Submission of this form with or without other reference to the City of Manassas Park PPEA Guidelines or Va. Code Ann. § 2.2-4342(F) satisfies the invocation requirement with respect to data or other materials clearly identified herein. b) The identification of the specific data or other material for which protection is sought is listed below (all portions of the Proposal being marked "Proprietary" or ''Trade Secret" or “Confidential”): Exhibit C: Unaudited Financial Statements of JAP Investment Group LP (“JAP”) for calendar year 2018. JAP is the capital affiliate of Norton Scott LLC and its wholly owned subsidiary, Village at Manassas Park LLC. All portions of the materials have been marked “Proprietary.” Exhibit B: Financing Assumptions, Schedules and City Hall Building Construction Budget. All portions of the materials have been marked “Confidential and Proprietary.” c) For each distinct section of data or other information identified in response to paragraph b), above, state the reason(s) why protection is necessary. NOTE: Your explanation must do more than simply stating the materials are "proprietary," or "trade secrets," or "not publically available." You may attach additional sheets to this form as needed. § 56-573.1:1 provides that trade secrets, financial records, or other records of the private entity excluded from disclosure under the provisions of subdivision 11 of § 2.2-3705.6 shall not be required to be posted, except as otherwise agreed to by the responsible public entity and the private entity. The information is being furnished to City of Manassas Park in Exhibit C solely for the purpose of evaluating the financial capability of JAP, as the capital affiliate of Norton Scott LLC and its subsidiary, Village at Manassas Park LLC. Making this non-public financial information public will potentially harm the competitive position of JAP, Norton Scott LLC and Village at Manassas Park LLC in negotiation of real estate transactions with 3rd parties. § 56-573.1:1 provides that trade secrets, financial records, or other records of the private entity excluded from disclosure under the provisions of subdivision 11 of § 2.2-3705.6 shall not be required to be posted, except as otherwise agreed to by the responsible public entity and the private entity. 5 The information being furnished to the City of Manassas Park in Exhibit B contains information and pricing with respect to land negotiations with 3rd parties which, if disclosed, could potentially harm the competitive position of Village of Manassas Park LLC in connection with the pending acquisitions. In addition, the financing mechanisms employed by the Village at Manassas Park LLC in connection with the proposal are trade secrets, including sources and methods, accumulated over the principal’s 40-year career, which, if revealed, will potentially harm the competitive position of Norton Scott LLC and Village at Manassas Park LLC in this proposal and in similar offerings. JAP Investment Group LP and Norton Scott LLC and Village at Manassas Park LLC By: __________________________________ Michael W. Scott, President, AJP, Inc., GP of JAP Investment Group LP, Managing Member of Norton Scott LLC and Village at Manassas Park LLC 6 CONCEPT SUBMISSION FOR A PUBLIC PRIVATE EDUCATION FACILITIES AND INFRASTRUCTURE ACT OF 2002 UNSOLICITED PROPOSAL TO THE CITY OF MANASSAS PARK, VIRGINIA Pursuant to Section IV.A.2 of the Implementation Manual and Guidelines for the Public-Private Education Facilities and Infrastructure Act of 2002, Norton Scott LLC is submitting this initial conceptual submission to the City of Manassas Park, Virginia, to redevelop 16.54 acres of land owned by the City of Manassas Park, Virginia, along with 7.8 acres of privately owned adjacent land, into a new, mixed-use town center development containing commercial, civic, residential, and parking uses. A. Qualifications and Experience i. Identify the legal structure of the firm or consortium of firms making the proposal (e.g., corporation, partnership, joint venture, limited liability company, etc.). Identify the organizational structure for the project, the management approach, and how each principal (e.g., major shareholder, member, partner, etc.) and major subcontractor in the structure fit into the overall team. Village at Manassas Park LLC (“VMP”) is a Virginia limited liability company that has been formed as a single-purpose entity for this development project. VMP is wholly owned by Norton Scott LLC, who will serve as “Developer” for the project. Norton Scott LLC will lead a team including: • Toll Brothers as Residential Builder; • Davis Carter Scott Design (“DCS Design”) as Master Architect; • Land Design Consultants VA (“LDC”) as Civil Engineer; • Walsh, Colucci, Lubeley & Walsh, P.C., (“Walsh”) as Zoning Counsel; and, • NW Capital Markets, Inc. as Underwriter of Tax-exempt project financing. Within this team, Norton Scott will assume Lead Developer