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RA1982/12/2182 -102 Anaheim Civic Center, ANAHEIM REDEVELOPMENT AGENCY „MMO December 21, 1982, 9:30 A.M. PRESENT: AGENCY MEMBERS: Kaywood, Pickler (entered at 1:30 p.m.), Overholt, Bay and Roth ABSENT: AGENCY MEMBERS: None PRESENT: CITY MANAGER: William 0. Talley CITY ATTORNEY: William P. Hopkins SECRETARY: Linda D. Roberts EXECUTIVE DIRECTOR: Norman J. Priest HOUSING MANAGER: Lisa Stipkovich Chairman Roth called the regular meeting of the Anaheim Redevelopment Agency to order at 9:58 a.m. MINUTES: Agency Member Kaywood moved to approve the minutes of the regular meeting held November 30, 1982. Agency Member Bay seconded the motion. Agency Member Pickler was absent. MOTION CARRIED. FINANCIAL DEMANDS AGAINST THE ANAHEIM REDEVELOPMENT AGENCY in the amount of 43,497.89 and 44,538.39 for Series "C" Bonds, in accordance with the 1982 -83 Budget, were approved. CONSENT CALENDAR ITEMS: On motion by Agency Member Bay, seconded by Agency :Member Kaywood, the following actions were authorized in accordance with the reports, certifications and recommendations furnished each Agency Member and as listed on the Consent Calendar Agenda; Agency Member Bay offered Resolution No. ARA82 -60 for adoption. Refer to Resolution Book. 1. 161: Receiving and filing the Monthly Status Report for the month of November 1982. 2. 161.107: RESOLUTION NO. ARA82 -60: A RESOLUTION OF THE ANAHEIM REDEVELOPMENT AGENCY ACCEPTING A SEALED PROPOSAL AND AWARDING A CONTRACT TO THE LOWEST RESPONSIBLE BIDDER FOR BASEMENT WALL STRENGTHENING AND RETAINING WALL CONSTRUCTION TO CERTAIN AGENCY PROPERTY. (Designated as Contract No. D82 -18, Stones Construction Company, $55,900, and in the event required insurance and bonding is not furnished, award to G. B. Cooke, Inc., $56,100) 3. 161.107: Authorizing Change Order No. 1 to Contract No. D82 -18 with Stones Construction Company in the amount of $11,600, for deletion of retaining wall construction work. Roll Call Vote: AYES: AGENCY MEMBERS: Kaywood, Overholt, Bay and Roth NOES: AGENCY MEMBERS: None ABSENT: AGENCY MEMBERS: Pickler Agency Member Pickler was absent. MOTION CARRIED. The Chairman declared Resolution No. ARA82 -60 duly passed and adopted. RECESS: Agency Member Bay moved to recess to 1:30 p.m. when presentations for development of Parcels 8 and 9 would be made. Agency Member Kaywood seconded the motion. Agency Member Pickler was absent. MOTION CARRIED. (10:00 a.m.) 82 -103 Anaheim Civic Center, ANAHEIM REDEVELOPMENT AGENCY December 21, 1982, 9:30 A.M. AFTER RECESS: Chairman Roth called the meeting to order, all Agency Members being present. (1:35 p.m.) 161.123: PRESENTATIONS FOR DEVELOPMENT OF PARCELS 8 AND 9 To consider proposals from C -D Investments, Ferrante /Walder, Meyer Properties and Radnor Corporation for development of Parcels 8 and 9, a 12 plus -acre parcel of land bounded generally by Harbor Boulevard, Lincoln Avenue, Clementine -Lemon Streets and Broadway; and to select a developer to enter into an Exclusive Right to Negotiate agreement for a 180 -day period. Submitted was a report dated December 14, 1982, from the Executive Director of Community Development, Norman Priest. Chairman Roth welcomed all those in attendance, emphasizing the great import their decision today would have relative to the furtherance of downtown Redevelopment and the future of that development. Executive Director of Community Development Norman Priest reported that Radnor Corporation would not be making a presentation today, but it was not an indication that they were withdrawing their proposal. He then briefed portions of his December 14, 1982 report, which incorporated a number of attachments, including information on each proposal submitted (C -D Investments, Ferrante /Walder, Meyer Properties, Radnor Corporation), as well as the minutes of the Project Area Committee (PAC) and the Community Redevelopment Commission (CRC) meeting of November 17, 1982, where the proposals were considered. At that meeting, PAC and the Commission voted to recommend Meyer Investment Properties to the Agency for an Exclusive Right to Negotiate. The Chairman then asked to hear from each of the proposers who were present today, in alphabetical order. C -D INVESTMENTS: Mr. Bruce Gelb, Attorney and General Counsel for C -D Investments, 9911 West Pico Boulevard, Los Angeles, first introduced members of their development team who were present in the Chambers- - Alexander Coler, one of the two principal developers, and Mr. Doug Holm, Director of Acquisitions Project Development. Mr. Gelb then stated that C -D Investments felt there were three main areas necessary to focus on in order to determine whether the developer had the expertise and ability to undertake a project of the magnitude under consideration. (1) Whether the developer had the commitment to develop the project, not only financially, but also whether the company had the resources, time and effort that it would take. (2) Whether the developer had the expertise to successfully define and build the specific project and to successfully manage and lease the project to ensure its economic stability. (3) The analysis of the developer's ability to coordinate and synchronize in a timely fashion and an economically feasible fashion the first two items. 82 -104 Anaheim Civic Center, ANAHEIM REDEVELOPMENT AGENCY December 21, 1982, 9:30 A.M. Mr. Gelb asked that the Agency analyze each of the companies and determine which was best suited for the project and which had evidenced their ability to meet all three tests as indicated above. One of the projects they offered for analysis, in addition to the projects that would be reported by Mr. Holm, was the Anaheim - Hilton project. Mr. Gelb then compared the Anaheim - Hilton project with the three foregoing criteria. In concluding his presentation, Mr. Gelb emphasized how favorably C -D had performed in those areas. He then introduced Mr. Doug Holm. Mr. Doug Holm, Director of Acquisitions Project Development, 9911 West Pico Boulevard, Los Angeles, through a slide presentation, showed some of the projects C -D presently had under development, as well as completed projects. His presentation also included their proposal for the subject site development in the downtown area, which he described from renderings posted on the Chambers wall. His presentation was basically a briefing of C -D letter dated December 15, 1982, which contained details of their proposal, listed many of their major projects, their staff, subcontracting firms and tentative schedule of development should they be selected as developer. Mr. Alexander Coler, one of the two general partners of C -D Investments, 9911 West Pico Boulevard, Los Angeles, then amplified several of the points made by Mr. Gelb and Mr. Holm. FERRANTE /WALDER CCM PANY: Mr. Jules Walder, 835 Hopkins Way, Redondo Beach, co -owner and partner of the Ferrante /Walder Company, first referred to the summary provided by his company (see Proposal to the City of Anaheim --made a part of the record), which gave a synopsis of their proposal, listed the development team, which included photographs of some of their major projects, both commercial and residential. Mr. Walder then briefed the Agency on additional information submitted prior to the meeting under letter dated December 21, 1982, focusing on their management approach, financing, development approach, and additional comments to be considered in the selection of a developer. After Mr. Walder's detailed presentation, he introduced other members of the development team, as follows, who gave a history of their firms and focused on their expertise and experience in their respective fields: Mr. Herbert Nadel, Architect, 520 Broadway, Suite 400, Santa Monica. Mr. Nadel also presented the concepts of the project, working from renderings and site summaries posted on the Chambers wall; Mr. Robert H. Osbrink, Vice President and Regional Manager, Cushman & Wakefield, 4041 MacArthur Boulevard, Suite 150, Newport Beach, the.leasing and management firm established 65 years ago; Mr. Jake Carnahan, Cushman & Wakefield, gave a viewpoint of the leasing of the project from a practical aspect; Mr. Bill Keller, President of Keller Construction Company, 9950 East Baldwin Place, E1 Monte; Mr. William Seay, William L. Seay & Associates, 2330 Beverly Boulevard, Los Angeles, representative of the pension funds, one of the lenders with which a joint venture would be formed ^'* with Ferrante /Walder to provide for long -term financing of the project; Mr. Pete Sardagne, Senior Vice President of Imperial Bank, explained how his bank would assist in the financing of the project. 82-105 Anaheim Civic Center, ANAHEIM REDEVELOPMENT AGENCY December 21, 1982, 9:30 A.M. RECESS: By general consent, the Agency recessed for ten minutes. (4:05 p.m.) AFTER RECESS: The Chairman called the meeting to order, all Agency Members being present. (4:15 p.m.) MEYER INVESTMENT PROPERTIES: Mr. Richard Meyer, President of Meyer Investment Properties, 1201 South Beach Boulevard, La Habra, stated his presentation would be the same as that made to the Redevelopment Commission and Project Area Committee. Their plan was conceptual and would be defined in the development process. Mr. Meyer then gave some background, facts, highlights and philosophy which he hoped would convey their ideas and concepts, giving an indication of their level of expertise, their personal track record and long -term commitment to Anaheim. (Also see detailed brochure submitted Friday, December 17, 1982 -- Proposal for Anaheim Financial Center -- Anaheim Redevelopment Agency - -made a part of the record.) Mr. Meyer also submitted a portfolio of developed properties totalling 5,186,760 square feet, which was also made a part of the record. Following his presentation, Mr. Meyer introduced two members of their project team: Mr. Hans Mumper, Langdon and Wilson, Architects, 3345 Wilshire ...,. Boulevard, Los Angeles, and Mr. Skip Spindler, Vice President, First Interstate Mortgage Company, 17291 Irvine Boulevard, Tustin. Mr. M umper reviewed their concept for the site (see brochure under heading - -The Concept), which they considered as the business center of the City. He explained if Meyer Properties were selected, they would suggest a meeting with staff, the Planning Department, the Building Department, City Manager and Police Department to determine how they envisioned things in the downtown area. They would solicit that advice before going back to the drawing board. Mr. Spindler then indicated their interest in the project, their capabilities and their support relative to the relationship of First Interstate with Richard Meyer. At the conclusion of each of the foregoing presentations, Agency Members posed questions to the principals involved, or members of their development teams, relative to several aspects of the proposal and specifically with regard to financing, whether or not they would need or would prefer to have assistance from the Agency in financing the project, scope of the residential development, time frame for start -up, phasing, whether they were going to buy or lease the land, willingness to provide an irrevocable letter of credit at the outset, rental rates per square foot, etc. Mr. Priest then summarized the Radnor proposal, since a representative from that company was not present (see letter dated September 29, 1982, from Radnor, with attachments - -made a part of the record). 82 -106 Anaheim Civic Center, ANAHEIM REDEVELOPMENT AGENCY .... December 21, 1982, 9:30 A.M. After additional questions which were posed to Mr. Meyer and Mr. Walder, the Agency expressed their preference of a developer to enter into an Exclusive Right to Negotiate Agreement. Chairman Roth stressed the importance of the site and the implications of its proper development to the future of downtown redevelopment. He stated that although sometimes big was not the best, in this case he felt that it was, since there was so much at stake. He was, therefore, strongly supportive of C -D Investments. They had superior experience in building major high -rise structures in Los Angeles and were in the process of doing the same for Anaheim (Anaheim Hilton). They had proven beyond a doubt their success in the financial market, they had experience in the area of redevelopment projects, they were the only company that provided a schedule and they had demonstrated their ability to perform on schedule as evidenced by the timely completion of the replacement parking structure at the Convention Center site. As well, they had in -house capability and favorable leasing terms. Agency Member Pickler stated of major importance to him were the people with which the company surrounded themselves and their capabilities in performing. He favored the firm of Ferrante /Walder because of their different marketing concepts, as well as their overall concept for the site, which was a good mixture of commercial, residential, office space and retail. Their concept provided a place for people to live -where they did not have to get into their cars for services they needed. Further, open space was a vital part of the downtown area. His vote would go to Ferrante /Walder. Agency Member Bay stated he studied the hearings at the Redevelopment Commission level and the PAC level and, having had a great amount of experience with both the Commission and PAC over the past six or seven years, he looked to them to give him a view that was closer then what might be the political reaction to what should be developed in the downtown area. Therefore, he strongly leaned to the Meyer Investment Properties concept. In reviewing three of the four proposers, it was not really that difficult a decision, because he did not believe they would lose with any one, C -D, Ferrante /Walder or Meyer. However, at this time he would have to give the edge to Meyer Investment Properties from the standpoint of the Commission and PAC decision. Agency Member Kaywood stated that it was a very difficult decision, since the City would be well served with any of the proposers as evidenced by their presentations today. She was leaning toward the firm of Ferrante /Walder, the only problem being was' relative to the four -story building. She asked Mr. Walder if they would have any objection to beginning with the eight -story building instead; Mr. Walder answered that they had no objection starting with the eight -story building and that it would be viable to do so. 81 -107 Anaheim Civic Center, ANAHEIM REDEVELOPMENT AGENCY December 21, 1982, 9:30 A.M. Agency Member Overholt stated that because of his involvement with the liaison group in the Hilton Hotel matter, there was no one who had any greater respect for the capabilities of Al Coler and Naftali Deutsch to do a job they said they were going to do. However, the downtown Anaheim project was different from the Hilton project. He was leaning toward Meyer Investment Properties, because the Meyer's organization was a team that had demonstrated a successful program over the years. They were local and wanted to make Anaheim their headquarters and he felt they had a better chance of completing the whole job and building out the entire project because of their desire and personal commitment to the area for the foreseeable future. He reiterated he was leaning toward Meyer Investment Properties, not to be critical of C -D and Ferrante /Walder. He was also impressed that both Ferrante /Walder and Meyer had sought outside architects, which he felt was a healthy factor. Agency Member Kaywood asked Mr. Spindler what would happen if Mr. Meyer himself were out of the picture, would that change their financing in any way; Mr. Spindler answered that Mr. Meyer had surrounded himself with very competent professionals and he was confident in their ability to carry on. Agency Member Overholt also asked dissolution, what would happen to percent stockholder in the firm, Officer. if Mr. Meyer died or if there was a the corporation, since Mr. Meyer was 100 as well as President and Chief Executive Mr. Meyer interjected and answered by explaining that he had a will and in it was provided an executor. That person had full authority to carry out the mandate of that will, which provided for keeping the corporation intact. Agency Member Overholt then asked, after the estate was distributed, would it still be intact; Mr. Meyer answered, "yes," and that was the intent of the estate and the will. Additional dialogue then followed between Agency Members and staff, as well as questions directed to Mr. Walder for purposes of clarification. Relative to financing, Agency Member Overholt felt that essentially all firms were requesting participation in the same degree and fashion, if feasible. Mr. Priest stated that he believed everyone had expressed that if Certificates of Participation or in some cases Tax Allocation Bonds were available, dependent on how it was worked out with staff, it would help the project. He (Priest) agreed that it would do so from several standpoints - -it would make it more feasible, the project could move more rapidly, and it would result in the long -term in lower lease or rent costs, all of which would work toward the benefit of the project, hence the City and the Agency. Agency. Member Kaywood asked for clarification from Mr. Walder that if necessary they were willing, ready and able to build with their own funds or pension funds without any assistance from the Agency; Mr. Walder answered that was correct. 82 -108 Anaheim Civic Center, ANAHEIM REDEVELOPMENT AGENCY December 21, 1982, 9:30 A.M. Later in the meeting, Agency Member Kaywood stated that she saw Ferrante /Walder as the only firm who said they could finance the whole project on their own without any Agency assistance and that was a factor that should be considered. Agency Overholt contended that was not a fair representation, but that all firms held the same position in that respect; Mr. Priest was of the opinion that all had answered in the same fashion. Mr. Meyer then explained, in answer to Agency Member Kaywood, that they had the capacity to finance the project on their own, but he did not believe that would be in the best interests of the project and the City. It would benefit the property, the viability of the project and decrease the period of time for completion to have such assistance; Mr. Priest also stated that in his recollection, Mr. Coler (C -D Investments) did not make the Agency's participation a condition of their proposal, but that they would like to consider that as a mode of financing. Agency Member Bay stated that when they came to a majority vote, he would like to see a target set at 120 days, and not 180 days, and he would move that they go to 120 days on the negotiations. During the discussions, Chairman Roth believed it mandatory that whoever was selected provide an irrevocable Letter of Credit from a major bank for one -half million dollars, payable in the event that the ultimate developer did not meet some deadline. After further discussions, Agency Member Overholt stated he would be the first one to move off center and would, therefore, change his preference of Meyer Investment Properties to C -D Investments. Agency Member Bay noted that there were now two Agency Members who favored C -D Investments, two who favored Ferrante /Walder and one for Meyer Investment Properties. Agency Member Overholt felt it was a matter of further dialogue in order to come to a majority decision. His primary concern with C -D was that their architect was in- house. He was interested in seeing the best of design and architectural concepts for the project if they were to do the job. A strong point in both the Meyer and Ferrante /Walder proposals was the fact that they had two top independent and recognized architectural firms on their teams. Mr. Doug Renner, member of the Community Redevelopment Commission, 516 South Passeo Carmel, speaking as a private citizen, explained as he reviewed the proposals, the major thrust that influenced him toward the Meyer proposal was the commitment to retaining a commercial atmosphere. They were looking at a 12 -acre parcel out of a 200 -acre master planned community center to be phased in with residential, commercial and retail development. Their design people """ were speaking toward working around additional parcels instead of trying to self- contain the residential, rental and commercial all on the 12 -acre 82. -109 Anaheim Civic Center, ANAHEIM REDEVELOPMENT AGENCY December 21, 1982, 9:30 A.M. parcel. They were looking at blending it into a corridor oriented toward City Hall. C -D and Ferrante /Walder both included a great deal of residential in either condominiums or apartments. C -D rentals on their apartment units were $600 to $650 for a one - bedroom apartment, and $1220 for a three - bedroom apartment, which seemed high for the area. He felt there would be other residential areas that would be proposed in the future for development that might be more "affordable." Mr. Mumper (Meyer) then answered questions posed by Agency Member Overholt relative to their plan for residential units. Agency Member Overholt then noted that they were not going to get any place as no one was going to yield on their position. Agency Member Kaywood asked if he would go back to his first preference, Meyer Properties; Agency Member Overholt answered he would do so if they had three votes. Agency Member Kaywood stated in the interests of getting something started in the downtown area, she was going to change her vote from Ferrante /Walder to Meyer Investment Properties if that was the wish of the majority of the Agency. MOTION: Agency Member Bay moved that the Agency select Meyer Investment Properties as the developer to enter into an Exclusive Right to Negotiate Agreement for a 120 -day period and that a good faith deposit of at least $50,000 be presented at the start of those negotiations. Agency Member Kaywood seconded the motion. Before a vote was taken, Agency Member Bay stated that the intent of the 120 days was to set a target, but if it could be done in less time, he would like to see it done. If at the end of 120 days, or as that deadline neared and there were problems, he would expect Mr. Priest to report back to the Agency. Agency Member Overholt stated he was not going to support the motion at this time because he felt they needed more dialogue. He wanted to explain why he considered the Meyer organization over Ferrante /Walder. In considering the long term, he felt they would have a better chance of coming out with what they wanted - -a full -scale development of the entire project. That was how he distinguished between the two and he wanted to see that before a vote was taken. He also encouraged other members of the Agency to consider a unanimous award, rather then a split vote, if they really believed all the developers were qualified. A vote was then taken on the foregoing motion. AYES: AGENCY MEMBERS: Kaywood, Overholt and Bay NOES: AGENCY MEMBERS: Pickler and Roth ABSENT: AGENCY MEMBERS: None MOTION CARRIED. 82 -110 Anaheim Civic Center, ANAHEIM REDEVELOPMENT AGENCY .. December 21, 1982, 9:30 A.M. MOTION: Agency Member Overholt moved to cast a unanimous vote selecting Meyer Investment Properties as the developer to enter into an Exclusive Right to Negotiate Agreement. Agency Member Bay seconded the motion. Agency Member Roth voted "no." MOTION CARRIED. ADJOURNMENT: Agency Member Roth moved to adjourn. Agency Member Pickler seconded the motion. MOTION CARRIED. (6:45 p.m.) LINDA D. ROBERTS, SECRETARY