2013 ICSC Western Division Conference & Deal Making DEAL OR NO DEAL WITH P3 Tony Canzoneri September 18, 2013 Game Plan 1. Identify the public need/benefit/POLITICAL WILL at both the elected official and administrative levels - first and foremost you need a high staff level champion for your approach. 2. Identify and Quantify the Sources and Uses of Funds and the order of magnitude of the GAP. 3. Devise alternatives for filling the GAP, such as redefining the need, redesigning the product, financial restructuring (public and private sources), operating cost reductions and revenue enhancements (eg. advertising, more user fees etc.). 4. Identify the procurement authority and method that best suits our goal – look first for a sole source hook, which is rare, and then a qualification based selection process rather than a competitive fixed price bid. 2 Procurement Rule No. 1 Understand POLITICAL WILL There is no “THERE” there without it! 3 P3 Legislation • Private Financing / Public-Private Partnerships • California Infrastructure Financing Act: A Flexible Tool for Innovative P3s – Qualification-Based Procurement Process – Fixed-Price Bidding Prohibited – Applies to “Fee-Producing Infrastructure” October 4, 2011 McKenna Long & Aldridge Tony Canzoneri 4 4 Economic Development (cont.) Land Use Tools • Expedited Approvals and Vesting Rights – CEQA Reform – Large-Scale Projects • New CEQA Expediting Legislation for Large Projects – Farmer’s Field • Need for Reform – timing of EIR requirement – Development Agreements – to vest rights and much more for large longer term projects • Market and Use Flexibility – Equivalency, Air Space Subdivisions, TDR, Adaptive Reuse – Case Study: LNR Carson (Equivalency) • Filling Economic Gaps and Vacancies by Changing Density and Uses – Adding GLA – Adding and Changing Uses – Adding Signage as a Source of Revenue and Increasing Retail Traffic October 4, 2011 McKenna Long & Aldridge Tony Canzoneri 5 – Parking and Traffic Synergistic Joint Uses 5 Cerritos Towne Center 125-Acre parcel purchased by the CRA Dec. 24, 1987 6 Cerritos Towne Center (cont.) Cerritos Towne Center Development began with Hotel, Office and Performing Arts Center. 7 Cerritos Towne Center (cont.) Cerritos Towne Center Today • 1,000,000 square feet of office buildings • 600,000 square feet of retail • 200 room hotel with conference center • Performing arts center • 4,964 permanent jobs 8 Cerritos Towne Center (cont.) PROCESS AS AN ELEMENT OF SUCCESS MORE IMPORTANT THAN EVER FOR PUBLIC-PRIVATE PARTNERSHIPS I. Before developer selection A. Agency purchased the 125 acre former dairy site. B. Agency planned and entitled the site including all discretionary approvals. C. Agency plan was carefully calculated to achieve land use compatibility with existing adjacent public facility uses such as City Hall and high school, as well as future needs such as performing arts center, public safety center and library. D. Agency planned commercial uses reflected a realistic economic and market driven balance of both job generating office, community and regional serving retail and hospitality. E. Agency graded the site and installed backbone infrastructure and perimeter landscaping / hardscaping that established the quality and character of the development and an assessment district that would capture reimbursement from future ground lessees. 9 Cerritos Towne Center (cont.) PROCESS AS AN ELEMENT OF SUCCESS MORE IMPORTANT THAN EVER FOR PUBLIC-PRIVATE PARTNERSHIPS II. Qualification based developer selection, DDA and ground lease process A. Agency was patient through the selection process in searching for developers that had the expertise, track record and financial wherewithal to do the job — when economic or other incompatibilities were apparent and could not be resolved in a reasonable time, agency went on to another developer and went through several during the process. B. Agency split award in 2 — one office / hotel developer and one retail developer but did not allow those developers to further split the development responsibilities and rights to others. C. DDA was structured as a series of options to ground lease that reflected the agency’s use and timing expectations and included a form of ground lease with established ground lease terms. 10 Cerritos Towne Center (cont.) PROCESS AS AN ELEMENT OF SUCCESS MORE IMPORTANT THAN EVER FOR PUBLIC-PRIVATE PARTNERSHIPS II. Qualification based developer selection, DDA and ground lease process (cont’d) D. Significant deposits were required, but no pre-development land holding cost was charged until the DDA was approved and first ground lease option was scheduled for exercise. That, together with all entitlements being in place, allowed agency to attract strong developers and optimize long term rent, escalations and other lease terms. E. Agency used 99 year unsubordinated ground leases with CPI increases designed to optimize financeablity and provide for a long term inflation protected financial asset — universe of ground lease construction and permanent loan lenders was small and availability and cost of financing would impact amount of rent agency could command. F. DDA and ground leases established agency land use control objectives by contract beyond the City's police power land use regulatory rights. G. Agency was very exacting about tenant selection for the retail component as well as development standards — Sam Walton and the granite Walmart and the 11 bullocks, buffums or better clause. Victoria Gardens – Forest City 12 Victoria Gardens – Forest City (cont.) Victoria Gardens, Rancho Cucamonga, California “New Downtown” Master Plan: • 2.45 million square feet of retail, office, and civic uses as well as up to 600 previously approved multiple-family residential units • 52% residential completed • 57% commercial, office, and civic uses completed 13 Victoria Gardens – Forest City (cont.) 14 Victoria Gardens – Forest City (cont.) 15 Victoria Gardens – Forest City (cont.) 16 The Boulevards at South Bay LARGE MIXED USE PROJECT WITH MAJOR LANDFILL REMEDIATION • City of Carson at intersection of 405 and 110 • Project split between infrastructure / remediation zone and vertical – airspace subdivision • 168 acres, Illustrative Plan of up to 2 million Sq. Ft. of commercial retail, office and hotel, plus 1,500 residential units, subject to equivalency • LNR/Hopkins developer and the City and RDA • Post Lehman need to restructure public financing model 17 The Boulevards at South Bay (cont.) LARGE MIXED USE PROJECT WITH MAJOR LANDFILL REMEDIATION • The City will provide $120 million of public assistance to the project to fund remediation and public improvements • Air space subdivision and land use entitlement • Defense of the entitlements from challenge under CEQA • Structure, negotiation and documentation of the public private partnership • Statutory development agreement with the City vesting the developer’s entitlement rights • Owner Participation Agreement documenting the Agency’s financial assistance to the project and establishing a non-profit mutual benefit corporation funded, in part, by a Communities Facilities District, to hold and manage the below-grade remediation 18 Westfield Culver City ACCOMMODATE TARGET AS NEW ANCHOR AND ADVERTISING SIGNS • Existing mall adjacent to the 405 freeway in Culver City • The renovation includes the addition of approximately 300,000 square feet to the existing regional mall, including a new Target store, a new Best Buy store and a comprehensive Freeway Onsite Sign Entitlement. • Westfield, City and Redevelopment Agency • RDA assistance and Sign income allowed redevelopment, with new major tenant, of obsolete 1960’s mall that did not have freeway presence. 19 Westfield Culver City (cont.) 20 Westfield Culver City (cont.) 1. Lost opportunity for city to use that 405 access and visibility to energize the “FORGOTTEN SIDE OF THE CITY” 2. Robinsons May goes dark and Westfield buys the pad 3. Westfield redevelopment plan projects a very large gap between cost to redevelop and after value 4. AFTER OVER 2 YEARS OF NEGOTIATIONS AND ENTITLEMENTS ON A 3/2 VOTE CITY/AGENCY APPROVES: A. $10 million rebate out of new tax increment to be generated, subject to performance standards: 1) TENANT MIX, QUALITY AND QUANTITY 2) TIMING, QUALITY AND COST OF IMPROVEMENTS B. FREEWAY VISIBLE SIGNAGE: 1) Attracted consumers off the 405 to help revitalize surrounding area. 2) City received a base payment and 50% of sign advertising revenue in excess of a threshold return. 21 .