ENGLEWOOD CITYCENTER REDEVELOPMENT Master Developer Proposal 15 MAY 2019 Contents 1. Authorizing Letter..................................7 2. Executive Summary...............................11 3. Proposal Response ...............................17 4. Case Studies .................................... 43 The Round, Beaverton, OR SECTION 1 Authorizing Letter | 5 May 15, 2019 City of Englewood 1000 Englewood Parkway Englewood, Colorado 80110 Re: Request for Proposals, Master Developer for a Portion of the Englewood CityCenter Redevelopment Dear Members of the Selection Committee: ScanlanKemperBard (SKB) is pleased to submit our response to the Request for Proposal (“RFP”) issued by the City of Englewood for the redevelopment of the Englewood CityCenter site (the “Redevelopment”). We are committed to collaborating with the City of Englewood and its real estate entity, the Englewood Environmental Foundation, to redevelop the City-controlled property (the “City Property”) and work in conjunction with the surrounding property owners, namely at the former Weingarten Realty property (“C-III Property”), the Artwalk CityCenter Apartments, and the WalMart Supercenter, to create a unified, master planned CityCenter. SKB, founded in Portland 25 years ago, has successfully completed over $4.2 billion of real estate transactions consisting of redevelopment and adaptive re-use of mixed-use, office, retail, industrial, multifamily and hospitality assets, across 91 different projects in Portland, Seattle, the Bay Area, Phoenix and Denver. Our team has the passion, experience, discipline, and creativity to successfully complete the planning, design and the full execution of this important project. SKB currently owns and manages property in Denver, and we have a number of locally based employees, including one of the firm’s Principals who lives in the immediate vicinity of the Redevelopment. We are committed and prepared to advance funds to work collaboratively with the City through the development process to achieve an economically sustainable, diverse and vibrant mixed-use community that leverages the transit oriented and central Metro Denver location. SKB has a history of successful development partnerships with mid-sized transit- oriented municipalities. We successfully partnered with the City of Beaverton, Oregon to redevelop their underperforming transit-oriented mixed-use development into a revitalized live/work/play environment that activated the surrounding community. Currently, SKB is working alongside the City of Tigard, Oregon to undertake a 200+ unit mixed-use project that will serve as a catalyst for development in an Opportunity Zone, which is master-planned for a new light-rail line and pedestrian corridor. In Englewood, we anticipate a re-imagined CityCenter will build on the City’s visionary design that was started over two decades ago. Additionally, redevelopment would provide an opportunity to consolidate and modernize municipal services, attract a major office tenant and/or hotel brand, enhance and even expand quality public 6 | | Englewood CityCenter Redevelopment | Master Developer Proposal | 7 space, and secure the financial viability of the currently under-utilized transit-oriented location. A strengthened CityCenter will provide the community a true gathering place and will provide the City with benefits including increased taxes and potential future monetization of the property. Working with you and the Community Development Department, along with input from the Englewood community, we anticipate studying and carefully curating density, product mix and project schedule to create the next iteration of Englewood CityCenter. SKB’s deep bench of operating, construction, and architectural partners allows us to program a multitude of complementary uses across the Redevelopment, including hospitality, retail, entertainment, a variety of multifamily housing, creative and traditional office, and community uses. SKB has fourteen active institutional capital partners, including those with dedicated Opportunity Zone Funds. Our strong relationships with numerous other debt and equity partners will allow us to tailor the financing to meet the needs of the Redevelopment. With the right planning and placemaking, SKB believes that the Redevelopment can become Englewood’s “Living Room,” where citizens gather, collaborate, and live. Our response is valid for 60 days from this submission and SKB will, if selected, negotiate in good faith with the City according to the terms of the RFP. We look forward to the opportunity to meet with the City, and in the meantime any inquiries may be directed to Todd Gooding at (503) 220-2600 or [email protected]. Thank you in advance for your time and consideration. Best Regards, Englewood CityCenter Todd M. Gooding President, Principal Cc: Dan Poremba, Chief Redevelopment Officer Brad Power, Community Development Director SECTION 2 Executive Summary 8 | | Englewood CityCenter Redevelopment | Master Developer Proposal | 9 EXECUTIVE SUMMARY TEAM EXPERTISE RELEVANT EXPERIENCE ScanlanKemperBard (“SKB”) has identified a strong SKB brings 25 years of experience to ensure the City’s multi-disciplinary team with demonstrated experience guiding principles and goals for the Redevelopment are to achieve every aspect of the City of Englewood’s met. We consistently demonstrate execution of those redevelopment vision, goals, and objectives. Our team same principles in our work: excellence in design; pairs deep local knowledge of the Metro Denver prioritizing sustainability, community, and Community with best practices and relationships environmental responsibility; highly successful, derived from national experience and perspective, accessible, and active public and private spaces; and particularly our vast experience with Public-Private financially strong projects that mitigate risks for our Partnerships. While each team member is an expert in partners and create long-term value for all their respective field, we are ready to listen to and stakeholders. Please see the attached case studies for collaborate with the City to re-envision an exciting select properties within our current portfolio that are of future for Englewood CityCenter (the particular relevance: The Round at Beaverton (Portland “Redevelopment”). Metro, Oregon), High Street (Phoenix Metro, AZ), Iron Fireman (Portland, Oregon), KOIN Tower (Portland, SKB has practical experience and knowledge as a Oregon), and 72nd & Dartmouth (Tigard, Oregon). developer, owner and operator of large-scale mixed- use projects. We understand market trends and As for execution, both SKB and our partners have demands, tenant needs and desires, and operational demonstrated considerable expertise in the creation and marketability issues, all of which influence design, and curating of successful places, drawing upon deep development and financing. SKB has a depth of local relationships in every area of real estate development and national relationships with subject-matter experts and management. Of specific note is our strong that will allow us to supplement our team with the right ownership experience of highly successful ground floor strategic partners and consultants as the development retail that integrates with the public realm and evolves. This ranges from engineering and feasibility gathering spaces. As the team leader, SKB has consultants, to capital partners with traditional and undertaken over $1 billion in ground up development, opportunity zone financing capabilities, and ultimately and currently averages over $50 million per year in to the dynamic mix of tenants and users who will be construction activity, involving redevelopment, the heart of this vibrant and innovative mixed-use repositioning, and capital improvement projects. In district. addition, SKB currently has approximately $344 million of real estate projects in varying stages of development. Equally as important, as a long-time owner of large- scale, high quality assets throughout its history, SKB also brings significant asset and property management experience to the team. With proven experience in owning and operating large-scale mixed-use developments, and portions of larger urban, mixed-use neighborhoods, SKB has a deep understanding of what is required to create, operate and maintain a successful, dynamic and economically sound project in that context. SKB’s strong intuition, focus, creative problem solving and institutional discipline bring a market “reality check” to the planning and design The Pearl District, an SKB mixed-use redevelopment in Portland, OR 10 | | Englewood CityCenter Redevelopment | Master Developer Proposal | 11 EXECUTIVE SUMMARY process and further enhance the probability of longer- critical to the success of the overall project and further in refining the detail for development, but also • Successful history of undertaking ground lease term financial success of vertical projects. community, and SKB has the available resources to successfully execute the plan to fully achieve the City’s transactions with public and private parties, having work alongside the C-III buyer and simultaneously objectives. SKB is ready to commit additional human undertaken a total of 10 ground lease transactions assist the City with the master-planned and capital resources to the effort to ensure successful totaling over $510 million in transactional volume, FINANCIAL CAPABILITY Redevelopment. planning and development. most recently with Arizona State Land Department. With over $4.2 billion in