HomeMy WebLinkAboutRDA 3 DDA KENYON DR. 08-19-02AGENDA REPOR'T
RDA NO. 3
08-19-02
MEETING DATE: AUGUST 19, 2002 400-10
TO:
FROM:
SUBJECT:
WILLIAM A. HUSTON, EXECUTIVE DIRECTOR
REDEVELOPMENT AGENCY STAFF
EXCLUSIVE AGREEMENT TO NEGOTIATE A DISPOSITION AND
DEVELOPMENT AGREEMENT (DDA) FOR THE SUBSTANTIAL
REHABILITATION OF RESIDENTIAL APARTMENTS IN THE KENYON
DRIVE NEIGHBORHOOD WITH KENYON DRIVE, LLC.
SUMMARY
Agency approval is requested to enter into exclusive negotiations for substantially rehabilitating
the residential apartments in the Kenyon Drive Neighborhood pursuant to the Rules Governing
Owner Participation for properties in the South Central Project Area. The Agency, by law, may
enter negotiations with property owners and private developers seeking to develop projects in
Redevelopment Project areas that are consistent with the goals and objectives of the Agency.
RECOMMENDATION
It is recommended that the Redevelopment Agency authorize the Executive Director or Assistant
Executive Director to execute an Exclusive Agreement to Negotiate between the Tustin
Community Redevelopment Agency and Kenyon Drive, LLC ("Developer").
FISCAL IMPACT
The action at this time will have a minor fiscal impact on the Redevelopment Agency. Expenses
during negotiation are expected to involve staff time and use of financial consultants and
preparation of required environmental reports and other state required documents which have
been planned and included in the FY 2002-03 Agency budget. If the negotiations result in a
Disposition and Development Agreement (DDA), the fiscal impact of such an agreement will be
discussed when a DDA is brought forward in the future.
BACKGROUND/DISCUSSION
As required by California Redevelopment Law, staff initiated an owner participation process in the
Kenyon Drive Neighborhood in July 2000 via mailed inquiries to the property owners regarding
their interest in revitalizing the area. When the initial contacts were unsuccessful, staff followed
up with a second mailing on June 1, 2002 to request that the property owners contact Agency
staff to discuss their views of appropriate actions, if any, that the property owners might take in
cooperation with the Agency towards revitalizing the area. During this initial process, only 5
property owners, including one of which had only recently purchased a property, elected to
contact the Agency to express either their interest in revitalizing the area or to sell their property
William A. Huston
Exclusive Agreement to Negotiate: Kenyon Drive Limited, L.P.
August 20, 2002
Page 2
as provided under the Agency's rules governing participation. Based on the relatively poor
response by property owners to the Agency's inquiries, staff discussed its revitalization objective
with private developers who had previously expressed an interest in redevelopment opportunities
in the Project Area. Subsequently, staff was contacted by a qualified multi-family apartment
developer who was acquiring property in the Kenyon Drive Neighborhood and was interested in
pursuing the assembly of more properties in the area to undertake a large-scale rehabilitation
project in the Kenyon Drive Neighborhood.
In late 2001 the Agency authorized staff to proceed with a formal Owner Participation process
and to release a Request for Proposals from interested property owners in the Kenyon Drive
Neighborhood for the revitalization of the properties in the area pursuant to the Agency's rules
governing participation by property owners in the South Central Redevelopment Project Area. A
formal Request for Proposals and statements of interest in participating in revitalizing the
neighborhood was sent via certified mail on December 19, 2001 to property owners in the
Kenyon Drive Neighborhood. On February 11, 2002, Agency staff received only two responses
from property owners indicating their interest in participating with the Agency in revitalizing the
Kenyon Drive Neighborhood and only one of which, Kenyon Drive, LLC, submitted a proposal in
response to the Agency's Request of Proposals. Subsequently, Agency staff with its financial
consultant, Keyser Marston Associates, evaluated the financial capacity and comparable
development experience of the Developer to determine the Developer's overall qualifications
under the owner participation process.
At this time, staff is recommending the Agency enter exclusive negotiations with Kenyon Drive,
LLC. Kenyon Drive, LLC has comparable experience in development and revitalization efforts in
residential apartment projects. Attached is a summary of their experiences. Attached is a
proposed Exclusive Agreement to Negotiate between the Redevelopment Agency and the
Kenyon Drive, LLC. (Developer). The Agreement commits the Agency to negotiating in good
faith with the intent of entering into a Disposition and Development Agreement (DDA) for the
redevelopment of the Kenyon Drive Neighborhood. It does not commit the Agency to any
expenditure of funds nor does it commit the Agency to providing financial assistance at this time.
Agency staff will seek specific Agency negotiating direction in any financial discussions. If, after
negotiating in good faith, the Agency and Developer fail to reach a DDA, neither party is liable to
the other.
The Exclusive Right to Negotiate will allow the Developer to proceed in completing preliminary
design drawings, detailed economic and cost evaluations while he continues his negotiations to
assemble properties, and allow him to begin serious discussions on the necessary financing for
the project. The Agreement provides for a 90-day negotiating period, which can be extended for
60 days if a DDA has been prepared by the Agency and executed by the Developer but not yet
approved by the Agency Board, or for 30 days if, in the determination of the Executive Director,
the major business terms of a DDA have been reached, or by mutual agreement of the Agency
William A. Huston
Exclusive Agreement to Negotiate: Kenyon Drive Limited, L.P.
August 20, 2002
Page 3
and the Developer. In furtherance of the negotiation process, the Developer shall prepare and
submit to Agency staff the following documents and perform the following acts with the following
time periods:
· Identification of all Developer agents and other authorized participants in the proposed
project within 10 days after execution of the Agreement;
· Identification and qualifications for project architect, engineer and related development
consultants within 15 days after execution of the Agreement;
· Demonstration of financial capacity and capability to perform its obligations under the
Agreement within 30 days after execution of the Agreement;
· Preliminary design drawings and related documents for the proposed project within 60
days after execution of the Agreement
· Financing plan and economic projection for the proposed project including source and
availability of equity capital and project financing within 60 days after execution of the
Agreement;
· Draft Disposition and Development Agreement within 90 day following the execution of the
Agreement unless extended for additional time as may be permitted by the
Redevelopment Agency.
FINDING OF BENEFIT
This site is located in the South Central Project Area. On March 6, 2000 the Tustin Community
Redevelopment Agency adopted a five-year Implementation Plan for the Town Center and
South/Central Redevelopment Project areas for fiscal years 2000-2001 through 2004-2005. The
Implementation Plan was composed of two parts, a five-year plan for Redevelopment activities
and a five-year plan for housing activities. Anticipated accomplishments and expenditures for the
five-year period included the acquisition and substantial rehabilitation of multifamily rental
properties in the Project Area to improve building conditions, increase functionality and
desirability, and to integrate design characteristics through unified management and ownership
with the aim of enhancing the residential living conditions and neighborhood quality in the South
Central Project Area.
The proposed project is consistent with the Implementation Plan for the South Central Project
Area. It will remove blighting influences in the Project Area, including residential overcrowding,
lack of parking and inadequate open space by substantially rehabilitating or clearing existing
improvements that are characterized by substantial deferred maintenance and developing a
viable residential apartment project under unified management. It is anticipated that the
proposed project would bring a higher standard of living in the area, while providing for long-term
affordability in the Project Area.
William A. Huston
Exclusive Agreement to Negotiate: Kenyon Drive Limited, L.P.
August 20, 2002
Page 4
If financial assistance is provided for this project through a DDA, Agency staff will prepare and
present for the Agency consideration a resolution making the required legal findings.
Christine A. Shingleton ~//
Assistant City Manager
Jaf~es A. Draughb,.~
Redevelopment Program Manager
Attachments
rda report~Aug 5 Kenyon Drive Limited ENA Report.doc
EXCLUSIVE AGREEMENT TO NEGOTIATE
THIS EXCLUSIVE AGREEMENT TO NEGOTIATE ("AGREEMENT") is made this
day of , 2002, by and between the TUSTIN
COMMUNITY REDEVELOPMENT AGENCY ("AGENCY") and KENYON DRIVE, LLC, a California
Limited Liability Company ("DEVELOPER"). Each of the Agency and Developer are sometimes
referred to as the "Party" and collectively as the "Parties."
RECITALS
The Parties entered into this Agreement on the basis of the following facts, understandings,
and intentions:
A. The Agency is a public body, corporate 'and politic, exercising governmental
functions and powers and organized and existing under the Community Redevelopment Law of the
State of California (Health and Safety Code Sections 33000 et seq.).
B. The Developer is a California limited liability company with Statewide Acquisition
Corporation, a California Corporation and Centerion Partners, L.L.C., a California limited liability
company as Co-Managing Partners.
C. The Agency desires to encourage and effectuate the redevelopment of certain real
property identified as the (the "Site") substantially owned by the Developer located in the South
Central Redevelopment Project Area of the City of Tustin in furtherance of the Agency's
revitalization efforts, and which consists of that certain real property which is depicted on the "Site
Map" attached hereto as Exhibit A and incorporated herein by reference. To this end, the Agency
desires to negotiate a Disposition and Development Agreement (DDA) to have the Developer
construct a substantial comprehensive rehabilitation apartment project on the Site.
D. The Developer currently owns or controls 61 units on 6 properties located on
Kenyon Drive and desires to acquire the balance of the properties on the Site not currently owned
by the Developer with assistance by the Agency through the Owner Participation Process provided
in the South Central Redevelopment Plan in order to assemble an approximately 6-acre Site, which
currently contains a total of 125 multifamily apartment units on 14 properties located on Kenyon
Drive and along Newport Avenue, and which are delineated more specifically on the "Property
Owners Map" attached hereto as Exhibit B.
E. The Developer desires to negotiate a DDA that involves substantially rehabilitating,
reconstructing, clearing certain existing improvements, and developing an approximate 111-unit
affordable multifamily apartment project (hereinafter referred to as ("Project") as reflected in the
Developer's Proposal response to the Agency's Owner Participation Request for Proposals
(attached hereto as Exhibit C).
F. The Developer represents that it has the necessary expertise, experience, and
financial capability to undertake the development contemplated herein.
G. The Developer represents and agrees that its acquisition of the Site and its other
undertakings pursuant to this Agreement are and shall be used for the timely redevelopment of the
Site and not for speculation in land holding.
H. The Parties desire, for the period set forth herein, to negotiate diligently and in good
faith the terms and conditions of a DDA which will specify rights, obligations and method of
participation of the Parties with respect to development of the Site.
NOW THEREFORE, and in consideration of the recitals above and the mutual covenants
hereinafter contained, the parties agree as follows:
1.0 NATURE OF NEGOTIATIONS
1.1 Good Faith.
The Parties agree that for the period set forth in Section 2 and provided that
Developer or Agency is not in default on any of the obligations under this Agreement, the Parties
will negotiate exclusively and in good faith with respect to a DDA to be entered into between the
Parties for development of the Project on the Site.
1.2 Essential Terms
The rights and obligations of the Agency and Developer's rights and obligations
shall be as specifically set forth in the DDA and shall include without limitation the following:
a. Design of the Project including detailed Project Specifications and plans
identifying the nature of and quality of the comprehensive rehabilitation of all interiors and exteriors
of the buildings and the construction of other improvements and amenities on the Site, including but
not limited to the development of additional parking, onsite leasing office, community recreation
center, swimming pool and cabana area, tenant barbecue areas, and children play areas and tot
lot(s), all of which shall be subject to approval by the Agency, and in compliance with all
requirements and regulations of the City of Tustin ("City"), including without limitation, applicable
zoning.
b. Construction of improvements comprising the Project, the completion of which
shall be (i) guaranteed by Developer upon terms mutually agreeable to the Parties, and (ii) free of
mechanics' liens and liens other than those respecting the financing of the acquisition of the Site
and the development of the Project.
c. Operations and maintenance of the Project, including but not limited to long-
term affordability covenants for not less than 23 units for very Iow-income households, 17 units for
Iow-income households, and 27 units for moderate-income households.
Restrictions on transfer of the Project, Developer's interest in the DDA and
do
control of Developer.
e.
Reimbursement to the Agency of actual out-of pocket costs incurred in
connection with the DDA and the Project.
f. Agency financial assistance to the Project.
g. Security to assure Developer's performance under the DDA.
h. Developer will assume the full and complete responsibility to make all
investigations of surface and subsurface conditions as may be commercially and reasonably
necessary or appropriate and to evaluate the suitability of the Site for the development. The
Agency on behalf of itself and on behalf of the City does not make any representations or
warranties concerning the Site, its suitability for the use intended by Developer, or the surface or
subsurface conditions of the Site.
2.0 PERIOD OF NEGOTIATION
The Parties agree to negotiate for a period of ninety (90) days from the date this Agreement
is signed by the Agency, and if the parties have not executed the DDA this Agreement shall
terminate after the expiration of such period unless extended by the Agency Board as follows:
a. For sixty (60) days if a DDA has been prepared by the Agency's Executive Director
and executed by Developer and has been submitted to the Agency but has not yet been approved
by the Agency Board; or
b. For thirty (30) days if the major business terms have been agreed to and the
Executive Director determines that further negotiations are likely to result in a written DDA; or
c. For such additional time by mutual written agreement of the Parties.
Upon termination of this Agreement, any interest that Developer may have under this
Exclusive Agreement to Negotiate shall cease and Agency shall have the right to thereafter deal
with the Site as it shall determine in its sole discretion.
Developer understands and acknowledges that if negotiations culminate in a DDA, such
DDA and shall be effective only after and if the DDA has been considered and approved by the
Agency Board after all related public hearings as reqUired by law and the Developer performs such
conditions as required in the DDA to be performed before the DDA may become effective.
3.0 PLANS, REPORTS, STUDIES AND INVESTIGATIONS
Developer shall provide the Agency, without cost or expense to the Agency, copies of all
plans, reports, studies, or investigations (collectively, "Plans") prepared by or on behalf of Developer
with respect to the Site and the Project. All Plans shall be prepared at Developer's sole cost and
expense. If this Agreement is terminated for any reason other than a material breach or default
hereunder by Agency, the Agency may by written notice request that Developer, for consideration
to be mutually agreed, transfer ownership rights to any or all Plans identified by the Agency to the
extent assignable, but under no event shall the cost to the Agency exceed five hundred dollars
($500.00). Upon such request, Developer shall deliver to the Agency copies of all such Plans
requested by the Agency together with a bill of sale therefor, provided however that Developer
makes no representations, warrantee or guarantee regarding the completeness or accuracy of such
pans, reports, studies, investigations and other materials, which Plans shall thereupon be the sole
property of the Agency, free of all claims or interests of Developer or any other person or entity.
Upon the Agency's acquiring title to any or all of the Plans, the Agency shall be permitted to use,
grant, license or otherwise dispose of such Plans to any person or entity for development of the Site
or any other purpose; provided, however, that Developer shall have no liability whatsoever to the
Agency or any transferee of title to the Plans in connection with the use of the Plans, or as to such
Plan's accuracy. Agency shall within five (5) business days of execution of this Agreement and at
no cost to Developer, provide Developer with copies of all plans, reports, studies, investigations and
other materials the Agency may have that are pertinent to the Site and/or development of the
Project provided however that Agency makes no representations, warrantee or guarantee regarding
the completeness or accuracy of such plans, reports, studies, investigations and other materials.
4.0 DEVELOPER'S RESPONSIBILITIES
During the period of negotiation, Developer shall prepare and submit to the Agency the
following documents and perform the following acts, all in furtherance of the negotiation process:
4.1 Status Reports
Developer agrees to make oral and written reports advising the Agency and/or its
staff of all matters and studies being made, including Developer's progress in analyzing the
feasibility of the Project, as may be requested by the Agency or its staff.
4.2 Development Team
Developer shall within ten (10) days of the date of this Agreement submit in writing
to the Agency full disclosure of the names of Developer's agents, authorized negotiators,
professional employees, or other associates of Developer who may be participants in development
of the Project, and other relevant information concerning the above such as addresses, telephone
numbers, employers. Developer shall also designate and submit in writing to the Agency the
names of all Developer's lead negotiators, who shall have authority to make decisions on behalf of
the Developer. Developer shall within fifteen (15) days of the date of this Agreement submit for
approval by the Agency's Executive Director, at his sole discretion, the name(s) and qualifications
statement of the proposed architect and related consultants for the Project.
4.3 Financial Status
Developer shall demonstrate to the Agency the financial capacity and capability to
perform its obligations under this Agreement, the DDA. Developer's most recent financial
statement and the financial statements of its key principal or principals shall be submitted to the
Agency within thirty (30) days of the date of this Agreement. To the extent Developer wants such
financial statements to remain confidential, Developer shall identify with specificity the documents
which the Developer wants the Agency to maintain as confidential documents and a statement of
the reasons why such documents are to be maintained as confidential documents, and a statement
as to why the request is consistent and complies with the provisions of the Public Records Act of
the State of California. If confidentiality is requested and if nondisclosure under the Public Records
Act is allowed, the statements shall be delivered to and maintained by the Agency Counsel and
copies not disseminated. To the extent permitted by law, the Agency, including Agency Counsel,
shall not make public disclosure of the statements. The Agency's negotiators and consultants may
review the statements as necessary as long as such parties agree to maintain the confidentiality of
such statements.
If Developer determines to joint venture or partner development of the Site, or if Developer
determines to form a new legal entity to develop the Site, Developer shall promptly inform the
Agency of such determination and submit to Agency joint venture's or partner's most recent
financial statements and the financial statements of its key principals. The assignment of
Developer's rights under this Agreement, the new entity, partnership or joint venture may be
approved in writing by the Agency, provided the Agency, at its sole discretion, is satisfied that the
new entity, partnership, or joining venture has the financial capability to perform under this
Agreement and the DDA.
4.4 Design Review
It is understood and agreed to by Developer that the quality, character, and uses
proposed for the Project are of particular importance to the Agency and that planning and design
review approval by the Agency and the City will be required for the rehabilitation and development
of the Site. Developer and the proposed architect shall meet with representatives of the Agency
and the City .to review and come to a clear understanding of the planning and design criteria
required by the Agency and the City. Within forty-five (45) days after the date of this Agreement,
Developer shall submit for approval of the Agency preliminary design drawings and related
documents containing the overall plan for development of the Developer's Project including the
following: preliminary site plan, floor plans, preliminary materials call-outs and conceptual building
rendering and preliminary project specifications for all interior and exterior improvements.
4.5 Financinq Plan/Economic Proiection
Within sixty (60) days after the date of this Agreement, Developer shall submit a
financing plan and economic projection for the Site. The financing plan shall include a detailed
statement aboUt the overall costs of construction and the source and availability of equity capital,
acquisition, development and construction financing. The economic projection shall estimate the
market demand and income to be derived from the Project and shall include a pro forma statement
of the Project's financial return adequate to enable the Agency to evaluate the economic feasibility
of the proposed development of the Project.
4.6 Additional Information
Developer understands and agrees that the Agency's negotiating team reserves the
right at any time to request from Developer additional information, including information, data, and
commitments to ascertain the depth of Developer's capability and desire to develop the Site
expeditiously. The Agency's negotiating team will provide a reasonable time in which Developer
may obtain and submit to the Agency such additional information.
4.7 Contacts During Negotiations
Developer shall only negotiate with the Agency's negotiating team as defined in
writing by the Executive Director and with no other persons unless expressly authorized to do so by
the Agency's negotiating team. During the period of negotiations, Developer shall make no
statements to the media without the approval from the Executive Director. Developer's failure to
comply with the provisions of this Section shall be conclusive evidence that Developer has not
"negotiated in good faith."
During the period of exclusive negotiation, Agency covenants and agrees to
negotiate exclusively with Developer and shall not solicit another party for the Project or enter into
any agreement with any other party regarding the development of the project or any portion thereof.
Agency acknowledges and agrees that but for this exclusivity, Developer would not have entered
into this Agreement. In the event a court of competent jurisdiction determines in a final decision that
the Agency has breached this exclusivity covenant, Agency shall be deemed to have failed to
negotiate in good faith and providing a DDA has not been entered into pursuant to this Agreement,
Developer shall, in addition to other rights and remedies, be entitled to the return of the good faith
deposit and any other deposits made by the Developer.
5.0 MARKET AND OTHER STUDIES
5.1 Market Studies
Market and such other studies as the Agency's Executive Director deems
appropriate or necessary for completion of the Section 33433 Report identified in section 7.2 of this
Agreement shall be prepared by or on behalf of the Agency to consider and analyze the financial
impact of the proposed development under the DDA. The Agency shall, at its sole cost and
discretion, select the consultant(s) to perform said studies and shall enter into contracts with the
selected consultants. The Agency shall, at its sole discretion, have the right to direct said
consultant(s) and its staff(s) and to terminate the contract of any consultant which the Agency
believes is not adequately or objectively performing its obligations under said contract. Developer
shall cooperate with the Agency and its selected consultant(s) in responding to any information
requested.
5.2 Environmental Studies
The Agency's preparation of environmental studies including, but not limed to, an
Environmental Impact Report if deemed necessary in accordance with the California Environmental
Quality Act ("CEQA") is a legal precondition to the final Agency action of approving and executing
the DDA. The Developer shall cooperate with the Agency and abide by the Agency's
environmental compliance procedures, and fee requirements, which include but are not limited to,
the obligation to deposit funds to pay all of the Agency's costs of preparing the required
environmental studies. Agency's costs hereunder shall be paid from funds allocated, by Agency to
Developer to develop the Project.
6.0 GOOD FAITH DEPOSIT
Prior to the execution of this Agreement by the Agency, Developer shall submit to the
Agency a good faith deposit in the sum of twenty thousand dollars ($20,000) in the form of a
certified cashier's check, or other form of security acceptable to the Executive Director to ensure
that Developer will proceed diligently and in good faith to negotiate and perform all of Developer's
obligations under this Agreement. If the deposit is in cash or a certified cashier's check, it shall be
deposited in an account in a bank or trust company selected by the Executive Director. Interest, if
any, shall be added to the deposit and held as additional security for Developer's obligations
hereunder. If the Parties enter into a DDA within the time period identified in Section 2.0 of this
Agreement or any extension thereto, the Agency shall return the deposit to Developer. If the
Parties fail to enter into a DDA within the time period identified in Section 2.0 of this Agreement or
any extension thereto, the Agency may retain the deposit only if Developer has not negotiated
diligently or in good faith or has not carried out its obligations under this Agreement. Developer's
failure to submit to the Agency plans, reports, studies, investigations, and materials specified in
Sections 3.0 and 4.0 of this Agreement within the time periods specified therein shall be deemed to
demonstrate Developer's failure to negotiate diligently and in good faith and its failure to carry out its
obligations hereunder. If Developer has failed to do so, inasmuch as the actual damages which
would result from a breach by Developer of its obligations under this Agreement are uncertain and
would be impractical or extremely difficult to determine, the Agency shall be entitled to retain the
entire original amount of said deposit plus interest, if any, which has accrued thereon, as liquidated
and agreed damages.
Developer may terminate the Agreement in the event that during the course of the investigations
and evaluation of the Site and Project, it determines in good faith that the Project is not feasible or
financeable. Agency shall return the deposit to Developer upon termination of the Agreement in the
event Developer has negotiated in good faith hereunder and materially complied with the terms
hereof.
BY THEIR RESPECTIVE INITIALS SET FORTH BELOW, THE AGENCY AND DEVELOPER
ACKNOWLEDGE AND AGREE THAT FORFEITURE OF THE ORIGNIAL AMOUNT OF THE
DEPOSIT (TOGETHER WITH ANY INTEREST EARNED AND ACCRUED THEREON) IS NOT IN
LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY TO WHICH THE AGENCY MIGHT BE
ENTITLED BY REASON OF DEVELOPER'S DEFAULT.
Initials:
Developer Developer
Agency Executive Director
7.0 MISCELLANEOUS
7.1 Real Estate Commissions. The Agency shall not be liable for any real estate
commission, finder's fee, or any broker's fees which may arise from this Agreement. The Agency
represents that it has engaged no broker, agent, or finder in connection with this Agreement, and
Developer agrees to hold the Agency and its representatives harmless from any losses and
liabilities arising from or in any way related to any claim by any broker, agent, or finder retained by
Developer regarding this Agreement or development of the Project, or purchases/sale of other
property at the Site.
7.2 No Agency Duty
Except as expressly provided above, the Agency shall have no obligations or duties
hereunder and no liability whatsoever in the event the Parties fail to timely execute a DDA.
Developer understands and acknowledges that the Agency does not presently own
the Site but may acquire properties on the Site, and that as a condition precedent to approval of a
DDA, Agency may be required under Section 33433 of California Redevelopment Law to make a
finding by resolution after a public hearing that the consideration received by the Agency from the
Developer for the Site under the DDA is not less than the fair reuse value of the property at the use
and with the covenants and conditions and development costs authorized by the sale or lease.
Developer acknowledges and agrees that the Agency, as of the execution hereof,
has not agreed to fund, subsidize, or otherwise contribute in any way toward the development of the
Project. The Agency's financial and other involvement in the Project will be established by the
DDA, if at all. Any financial participation by the Agency as established in the DDA will be
determined by the Agency, in its sole and absolute discretion, based upon such factors such as
market conditions, density of development, cost of development and/or rehabilitation of the Project,
risks associated with development of the Project, estimated or actual revenues and profit to be
derived from the Project, public purposes associated with development of the Project, and other
matters relevant to establishing the fair market value of the Project to be developed, the financial
requirements of Developer respecting its acquisition of the Site and development of the Project and
the financial benefit to be derived by the Agency from development of the Project.
By its execution of this Agreement, the Agency is not committing itself or the City to
or agreeing to undertake: a) any disposition of land to Developer; or b) any other acts or activities
requiring the subsequent independent exercise of discretion by the Agency, the City, or any agency
or department thereof. The Parties recognize that one or more of the conditions to Developer's
proposal set forth herein may fail to be met as a result of subsequent studies, reviews, and
proceedings involving the exercise of discretion by the Agency, the City, or any agency or
department thereof.
This Agreement does not constitute a disposition of property or exercise of control
over property by the Agency or the City and does not require a public hearing. Execution of this
Agreement by the Agency is merely an agreement to enter into a period of exclusive negotiations
according to the terms hereof, reserving final discretion and approval by the Agency and the City as
to any DDA and all proceedings and decisions in connection herewith.
7.3 Non-liability of Agency Officials and Employees
No member, official, representative, director, staff member, attorney, or employee of
this Agency shall be personally liable to Developer or any successor in interest, in the event of any
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default or breach by the Agency or for any amount which may become due to Developer or to its
successor, or on any obligations under the terms of this Agreement.
7.4 Developer Indemnification
Developer understands and acknowledges that no displacement of tenants on the
Site is anticipated or contemplated during the period of this Exclusive Agreement to Negotiate and
Developer hereby agrees to indemnify and hold the Agency and the City of Tustin harmless from
and against all Loses and Liabilities related directly or indirectly to, arising out of or in connection
with any claim by occupants of the Site respecting benefits as a result of this Agreement and/or
discussions between the Agency and Developer with respect thereto.
7.5 Public Hearings and Compliance
If the negotiations hereunder culminate in Developer and Agency's Executive
Director concurring on the terms and provisions of a DDA, such DDA will be considered for
approval by the Agency only after all required public hearings have been held and after compliance
with all applicable laws and ordinances. The Agency's Executive Director's concurrence with the
terms and provisions of a proposed DDA under any provision of this Agreement shall not be
construed or interpreted as Agency approval or acceptance of such terms. Such concurrence shall
be viewed as nothing more than the Executive Director's willingness to recommend to the Agency
Board that the Agency Board approve such terms.
7.6 Entire Agreement; Attorneys Fees
This Agreement represents the entire agreement of the Parties with respect to the
matters set forth herein and supersedes any prior negotiations or contemporaneous writings or
statements. This Agreement may not be amended .except in writing signed by both of the Parties
hereunder. If either Party brings an action or files a proceeding in connection with the enforcement
of its respective rights or as a consequence of any breach by the other Party of its obligations
hereunder, then the prevailing Party in such action or proceeding shall be entitled to have its
reasonable attorneys' fees and out-of-pocket expenditures paid by the losing Party.
7.7 Covenant Aqainst Discrimination
Developer shall not discriminate against nor segregate, any person, or group of
persons on account of sex, race, color, age, marital status, religion, handicaps, creed, national
origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the
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Site, nor shall Developer establish or permit any such practice or practices of discrimination or
segregation in the selection, location, number, use or occupancy of tenants, lessees, subtenants,
sublessees or vendees of the Site.
7.8 Notices
All notices required or permitted hereunder shall be delivered in person, by
overnight courier, or by registered or certified mail, postage prepaid, return receipt requested to
such Party at its address shown below, or to any other place designated in writing by such Party.
Agency:
Tustin Community Redevelopment Agency
300 Centennial Way
Tustin, California 92780
Attention: Assistant Executive Director
Developer:
Kenyon Drive, LLC.
Co-Managing Member
Statewide Acquisition Corporation
2190 North Canal
Orange, CA 92865
Attention: Kent Hawkins
Any such notice shall be deemed received upon delivery, if delivered personally,
one (1) day after delivery to the courier, if delivered by courier, and three (3) days after deposit into
the United States mail, if delivered by registered or certified mail.
12
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
Dated: AGENCY
Tustin Community Redevelopment Agency
By:
William A. Huston
Executive Director
Approved as to form:
Lois Jeffrey
Agency Counsel
DEVELOPER:
CO-MANAGING MEMBER:
STATEWIDE ACQUISITION CORPORATION
Dated: By:
Kent Hawkins, President
CO-MANAGING MEMBER:
CENTERION PARTNERS, LLC
Dated: By:
Michael E. Smith, Member
JD\SouthCentralProject\Kenyon Drive\july15 ENA.doc
13
Exhibit A
EXHIBIT A
SITE MAP
~cjO£t
/
///
/
Exhibit B
EXHIBIT B
PROPERTY OWNERSHIP MAP
KENYON DRIVE LI,MITED, L.P. 7~oe~
~ 7oa~
Exhibit C
Proposal for
Index
Section 1
RevitalizatiOn of The
Kenyon Drive Community
Proposed Entity & Project Team
By
Kenyon Dr. Limited, LP
Section 2
Financial Capacity & Experience
Section 3
Section 4
En ty and Project Team
Section l.---Proposes ti
1. Kenyon Dr. Limited, A California Limited Partnership is a newly formed,
single asset entity for the purpose of purchasing, rehabilitating and operating the Kenyon
Drive Community. The General Partners are Statewide Acquisition Corporation and
Centerion Partners, LLC. The partnerships address is 2190 N. Canal, Orange CA. 92865.
General contact person for all revitalization and owner representation is Mr. Kent
Hawkins, 714 282-4918 ,
Statewide Acquisition Corporation was formed in August, 2001 for the strategic purpose
of inviting three companies together to form a highly seasoned real-estate acquisition,
rehabilitation and management company focusing on apartment communities located
throughout in California. Combined, the officers and directors have over 85 years of
real-estate development, financing and management experience having purchased over
32,000 apartment units throughout the United States. Again, the chief contact person is
Mr. Kent Hawkins, owner contact person at 714 282-4918.
2.' The General Parmers for Kenyon Dr. Limited are Statewide Acquisition
Corporation, a California Corporation, (1% parmer) whose officers include Mr. Kent
Hawkins, as President and Mr. Dirk Ivory as Chief Operating Officer and Centerion
Partners LLC, (1% parmer) whose members include Mr. Michael Smith as Manager, Mr.
Scot Matteson, Manager and Mr. Steve Berger, Manager. Additional corporate members
include Mr. Paul Reim, Reim Advisors, Director of the Board, Sr. Advisor and Mr. Jake
Terada, Board of Directors. The limited partners and ownership are as follows: Mr. Kent
Hawkins (22%), Mr. Dirk Ivory (22%), Terrada Investment Corp. (5%) and finally the
HoffFamily Trust (49%).
3. Kenyon Dr. Limited owns and operates 41 units currently on Kenyon Drive.
Total equity capital committed to date is $1,090,000. Assuming the acquisition cost of
the remaining units is approximately $5.5-$5.7MM we are prepared to commit an
additional $1,005,000 of equity to the project or approximately 25% of the recognized
real-estate value. Again, we believe the units in their current condition are not worth
over $75,000-80,000/unit although the current market prices are considerable more.
The general partners Statewide Acquisition Corporation and Centerion Parmers LLC.
will guarantee the completion of the re-habilitation of the community. Kenyon Dr.
Limited, LP has a combined net worth between the General and limited partners of
$250MM.
4. Provided are the following Resumes/Bio's for each General Partner and key
partners within. They are as follows:
A)
c)
D)
E)
F)
G)
Mr. Kent Hawkins
Mr. Dirk Ivory
Mr. Paul Reim Advisors
Terrada Investment Corporation
Centurion Partners, LLC
Mr. Scot Matteson
Mr. Michael Smith
Mr. Steve Berger'
HoffFamily Trust
Village Investments, Management Company
GRC Associates, Architectural Planners
Mr. Kent Hawkins
Real Estate HistorKfor Kent Hawkins
1981-1986 Sr: Vice President for Unified' Capital Corporation, a private mortgaging
Company specializing in Industrial Revenue Bond .Financing. Having funded over
$600mm over the five years, clients included Lincoln Property Company, Trammel
Crow, K&B Homes, and US Homes. Our primary focus was Multi Family Housing.
1986- 1988 developed as Sr. Vice President and equity partner, with Beztak, A Detroit
based development Co. and K&B Homes several apartment communities. The Cascades,
a 292-unit apartment commtmity located in Anaheim Hills. The property was
successfully developed creating over $7.5mm in equity. Developed and sold over 750
apartment communities throughout Farmington Hills MI. Profits exceeded over $25mm
in this area alone over the two years with the company.
1988- 1990 Developed several communities with The Warrnington company including
Moreno Valley Ranch, a 1700 acre master planned community. As Co-Lead member of
the development agreement team with the City of Moreno Valley, we received approval
for an 18 Hole Pete Dye champion golf course, over 1500 single-family homes, 750
apartment units, 350,000 SF of commercial and retail. We successfully sold off all of the
single-family lots and multi-family lots as well as developing the golf course to a Co-
development partner. Profits exceeded over $7mm.
1990- 1992 Developed 35, condominiums throughout Newport Beach as managing
partner and 50% equity owner of CDM Condo Corporation. During this period, we
developed seven, two trait condos netting over $1.7mm in profit. Our 20 unit luxury
condominium project, Villa.Del Este and co-owner, Toshoku Trading Co., a multi billion
dollar Japanese trading company was developed during the same period. Throughout
1990-1991, we entitled the land for 20 units creating over $2.5 in land value. Although
with the creation of land value, and the successful completion of the units, which were
sold three times over with good faith deposits, the project ultimately became
unsuccessful. During this time, each unit, one by one fell out of escrow as the market
started to deteriorate leaving several units unsold. Although we successful rented the
units, the income was not enough to sustain the cash flow needed to service the dept.
Ultimately, we sold the units at a steep discount.
1991-Present developed several sports parks and retail stores "Super Sports" as 50%
owner. Today, we have three facilities totaling over 75 acres of various sporting venues
including driving ranges and two retail stores. Currently, annual sales exceed $10mm
and over 7% net profit.
1997-Present as 10% equity partner, currently operate the Venture Capital Division for
Polygon Development Company. In addition to investing in several operating
companies, we have purchased and sold an apartment community in South Orange
County called Hillpointe Apartments, a 392 unit class A apartment community. From the
acquisition, which was made within 14 business days fi.om the introduction of the
property, for $1 Imm, we restructured the management team, repositioned the property
and sold the project within 14 months for $23mm, netting over $10mm.
REFERENCES
Mr. J. D. Montgomery
Canterbury Capital Services Inc.
660 Newport Center Dr., Suite 300
Newport Beach, CA 92660
Phone# (949) 721-9580
B) Mr. Dirk Ivor
DIRK 1VOR Y
9 0 CENTUR YDRI VE
MILL VALLEY, CA 94941
415-381-0101
Dirk L. Ivory
February 23, 2001
From 1979 to 1985
Employed by Superior Tile Co. Worked in commercial building and residential, as a Journeyman
Tile Setter, Learning much about many construction trades.
From 1985 to1991
Owned and operated his own construction company, (Ivory & Associates) which purchased,
renovated and resold under valued custom homes in the San Francisco Bay area. Acquired a
California Real Estate license in 1986 to current. '
From 1991 to 2000
McNeil Real Estate Management Co. (McNeil is a Limited Partnership, owns and managed
$650M of real estate in 28 states.) Joined McNeil in 1991 as Vice President of Construction and
was promoted to Senior Vice President in 1994. Responsible for overseeing redevelopment
projects, the physical condition of managed properties through capital improvements, recurring
maintenance and construction cost controls.
A Principal within the McNeil organization. (McNeil Real Estate Mgt. and McNeil Capital
LLC.) A member of the acquisitions team, responsible for transactions in the western region of
the United States, including the review and analysis of properties submitted for acquisition, as
well as regional broker relations,. A voting member on all ownership issues for the McNeil
organization.
From 2000 to Current
Currently working with McNeil Capital as a consultant and new business development. Other
time spent on managing personal investment portfolio and real estate development.
REFERENCES
TriVest Residential
13760 Noel Road, suite 836
Dallas TX- 75240
Phone # 972-448-5747
Contact Person Ron Taylor- President
Contact Person Zachary Maggart - Principal & SVP of Construction
Bank Info:
First Republic Bank
101 Pine St
San Francisco, Ca. 94111
Phone# 415-296-3504
Personal Banker Contact Gretchen Eckelhoff
Ac#91100051655
Ac#91100046937
Wells Fargo Bank
525 Miller Ave.
Mill Valley, Ca. 94941
Phone# 415-388-0713
Ac#0001782796
C) Mr. Paul Reim
January 2002
Reim Advisors/Steadfast Properties Portfolio
In 1997, Reim Advisors,LLC partnered with Steadfast Properties &
Development Co., Inc., and began operating as Steadfast Properties, whose principal
office is located in Newport Beach, Califomia, is involved in the acquisition,
develOPment and management of multi-family properties within the continental United
States and Hawaii. With a professional staff of 375 people, Steadfast has the in-house
capabilities of overseeing the acquisition, management, development and operations of
each of its various properties.
Pacific Coast Land & Construction Co., Inc., a California-based general
building contractor (CA License 742484), an affiliate of Steadfast Properties, has
construction capabilities to provide for the refurbishment and improvement of Steadfast's
existing multi-family residential properties and site and building construction activities
related to Steadfast's commercial, industrial and mixed use properties. Steadfast, in
affiliation with Pacific Coast Land & Construction Co., Inc., employs a select nucleus of
experienced building construction supervisors who are individually assigned to oversee
and manage the various multi-family residential, commercial and industrial improvement
projects for the Company.
Steadfast Properties multi-family division has been involved in the acquisition
and refurbishment of over 10,000 apartments and currently manages over 6,000 multi-
family residential units, which it owns and operates, in part for affordable housing.
Steadfast Management Co., Inc. performs the management and compliance of these
properties. Various existing developments have been purchased and improved directly
by Steadfast with the assistance of private sector funding, conventional financing, and is
an owner and developer of affordable multi-family housing projects.
Steadfast has a very proactive ownership style and on a case-by-case basis will
provide youth education programs, day care, health and career development training, and
shuttle services as additional amenities for its tenants and apartment home communities.
Steadfast's lender in its larger multi-family housing properties is a credit facility
with Newman Associates and GMAC. Steadfast Properties and its parmers provide the
equity for these projects. Through this long-term relationship with its lenders and
partners, Steadfast has been able to buy properties by obtaining creative bond and
governmental subsidy financing with the most favorable interest rates available in the
market place at the time.
Steadfast Properties is also affiliated with a major supporter of the Nova
Community Foundation, a 501(c)3 nonprofit corporation. This nonprofit organization
offers supplemental education and social services designed to improve the lives of
children and families who reside in many of the multi-family residential complexes
owned and operated by Steadfast Properties. The Nova Learning Centers provided on
site of various Steadfast apartment complexes offer such services individual mtorlng and
extended education for study groups, assistance with homework, special areas of study,
general mentoring and counseling, family workshops and educational field trips for
school aged students (5-18 years of age) and their families. The Nova Community
Foundation, including various administrative staff and its Executive Director, are housed
in the offices of Steadfast Properties in Newport Beach, California.
Steadfast prOPerties has closed the following significant transactions in California
and Hawaii over the last four years, including:
Meadowland 346 units Rialto
Libby Lake 150 units Oceanside
Park Heights 192 units Highland
Matin Club 222 units Pomona .
Ocotillo 135 units Cathedral City
Village Green 184 units San Bemardino
Scenic View 156 units Barstow
Autumnwood 116 units San Bemardino
Palm Desert Country Village 66 units Palm Desert
Creekside Village 304 units San B emardino
The Plaza 152 units Palm Springs
Sunset Villas 406 units Oahu, Hawaii
Brookhollow 188 units West Covina
Casa La Palma 272 units La Palma
Rio Vista 161 units San Ysidro
Casa Del Rio 600 units Colton
Heacock Park 120 units Moreno Valley
Lakeside Village 128 units Lake Eksinore
Park West 256 units Fresno
Arbor Park 260 units Upland
Lancaster Manor 248 units San Diego
Discovery Commons 160 units Sacramento
Elima Lani 216 units Kona, Hawaii
Sienna Pointe 384 units Moreno Valley
Pierce Park 430 units Pacoima
Pacific Palms 139 units Palm Springs
Cypress Cove 200 units Escondido
Christiansen 144 units Indio
Holiday Manor 252 units Oxnard
Cielo Vista 112 units Indio
Lakeview Terrace 128 units Pacoima
Hilltop Commons 324 units San Pablo
Total 7,249 units
Steadfast Properties has a very knowledgeable team of Underwriters, Consultants
and Attorneys, which enables it to overcome obstacles and efficiently to complete a
transaction. Steadfast's closing teams have included the following individuals and firms:
Financing:
John McAlister, Scott Barker- Newman & Associates (GMAC)-
Underwriters
Financial Advisor:
Robert Klein- Klein Financial Corporation- Bond Consultants
Tax and Compliance Consultants:
Mike Novogradac - Novogradac & Company- Tax & Compliance
Consultants
Legal Counsel:
John Kincannon - Cox, Castle, Nicholson - Bond Counsel
Wade Norris- Ritter, Eichner & Norris- Underwriter Counsel
Anna Marie Del Rio - Orriek, Herrington & Suteliffe - Issuer Counsel
Should you have any further questions, please contact me.
Sincerely, ·
REIM ADVORS, LLC
Paul H. Reim
Principal
D) Terrada Investment Corporation
Terrada Investment Corporation
Terrada Investment Corporation is a subsidiary of Terrada Warehouse Co. Ltd. Terrada
Warehouse is a Japanese private company established in 1950. The head office is located
in the middle of Tokyo Bay Area and currently owns many warehouse in several location
such as Tokyo, Yokohama and Saitama prefecture, which cover all of the Tokyo
Metropolitan area. Terrada Warehouse currently has more than two million square feet
of floor space. The major items handled are communication machinery, precision
machinery, electric goods, housing equipment, textile goods, corporate documents, etc.
Their major clients include Sony, Pioneer, NEC and other well-known public companies.
Annual income exceeds 70 million dollars.
Terrada Investment is a California Corporation established in 1987. Terrada Investment
currently own the warehouse in Torrance and have been investing in many development
oppommities include the hotel project in Irvine and San Diego, apartment projects in Van
Nuys and Seattle, a sports facility center in Orange.
REFERENCES
R. D. Olson Construction
2955 Main Street, 3ra Fl.
Irvine, CA 92614
Mr. Dennis Reyling 949-474-2001
Sonic Industries, Inc.
20030 S. Normandie Ave.
Torrance, CA 90502
Mr. Roy Franks 310-532-8382
BANK REFERENCE
Dai-IChi Kangyo Bank of California
555 W. Fifth St.
Los Angeles, CA 90013-3033
Mr. T. Goto 213-612-2718
E) Centurion Partner~
CENTURION PARTNERS, LLC
* 3636 Birch St. # 260 * Newport Beach, CA 92660 *
* Business (949) 250-8800 * Fax (949) 250-8801 *
WWW. ARFS CA. COM
* Scot Matteson * Michael Smith * Steve Berger *
* Dan Berger * John Caley *
Centurion Partners, LLC'
INTRODUCTION
Centurion Partners, LLC is a private equity fund formed by the principals of American Realty
& Financial, Inc. and MES Investments. Centurion will invest in income producing real estate
assets located in the United States. The Fund is targeting projects which generate internal
rates of remm in excess of 25% over a three to seven year period. The fund intends to invest
in 10-15 properties over the next two years with asset value of approximately $250 million.
The Partnership has developed a unique business model to acquire and manage income pro-
ducing properties in the United States either as individual assets or as portfolio's. The busi-
ness plan focuses on the following strategies:
1. Opportunistic Acquisition
2. Value enhancement of the acquired properties through development, redevelop-
ment and repositioning or improved management
3. The highest possible selling price of its properties through the sale to captive and
highly motivated buyers
UNIQUE BUSINESS MODEL
The business model of the Partnership is unique ia the following ways:
Minimize Risks Associated with Real Estate Investment: The Manager's unique
experience and expertise in valuing and acquiring, developing, renovating and op-
erating real estate will result in reduced acquisition development risks associated
with real estate investments
Stable and Predictable Real Estate Product Type: Income Producing Real Es-
tate offers a very stable, predictable long-term cash flow, with limited impact from
changes in overall economic conditions. This stability is a function of its use by
small tenants rather than a few larger tenants thus minimizing the risk of tenant
remover and little need for major capital expenditures over time.
Strong Management: The Manager and its principals have collectively over 100
years experience in real estate investing. The experience of the Manager will con-
tribute to the Company's ability to source those properties which meet the Fund's
investment criteria.
THE MANAGEMENT TEAM
The Manager has assembled a strong senior management team with extensive experience in
all aspects of the commercial property industry including real estate acquisition, development,
ownership, management, financing and disposition. The Principals of the Manager have been
active in United States real estate investments for over 100 years.
Centurion Partners, LLC
Scot Matteson began his executive career with
Pacific Development Corporation as Chief Fi-
nancial Officer (1977-1981), where he was re-
sponsible for managing all debt and equity fi-
nancing, land development, equity and private
placement financings.
Opportunities in the self storage industry led
Mr. Matteson to C.J. Bonner Corporation
(1981-1984) as Senior Vice President where, he
was responsible for land acquisition, entitle-
ments and market feasibility studies.
Mr. Matteson in 1984 founded the first of many
companies. Matteson Development Corporation
(1984-1988) which specialized in ground up de-
velopment and all facets of commercial, resi-
dential and industrial real estate construction.
In 1988 Mr. Matteson co-founded American
Realty & Financial Services of California, Inc.
which as a real estate investment banking eom-
pany, he grew it into several successful other
businesses including mortgage banking/
brokerage, direct investments and principal
transactions.
Total volume at American Realty was $15 bil-
lion (1988-Present). In addition, he created a
lending group in partnership with Credit Suisse
First Boston and became the largest single ten-
ant lender in the United States (Boston Ameri-
can Financial Group). There he successfully
funded $5.5 billion of commercial mortgage
back securities.
Over the past 15 years Mr. Matteson's cliental
and completed transactions has grown to in-
clude Wal'Mart and the Walton Family, The
Walt Disney Company, American Express,
AEW, Oaktree Capital, Blackacre, Farallon
Capital, Lehman Brothers, Goldman Sach's,
Morgan Stanley, Blackstone Capital Manage-
ment, Starwood Capital, Walton Street Capital
(JMB), Perdential Real Estate, Fidility Invest-
ment Management, JP Morgan, Chase Manhat-
tan Bank, Bank One, Bank of America, GE
Capital, GMAC, Hillwood Development (Ross
Perot Jr.), American Real Estate Partners (Carl
Ichan), Apollo Real Estate, Heller Financial,
Blue Star Investments (Jerry Jones), Conseco,
Northstar Capital Management, Cargill Capital,
Carlyle Group, Nomura, Royal Insurance Com-
pany, Travelers Insurance Company, Deutsche
Bank, United Bank of Switzerland (UBS),
Wells Fargo Bank and other various domestic
· and international banks, financial institutions
and hedge funds
Centurion Partners was organized to utilize Mr.
Matteson's relationships and experience in the
capital markets to generate opportunities in the
asset acquisition field. Centurion specializes in
acquisitions of commercial, industrial, retail,
multi-family and residential real estate assets
that possess a redevelopment, value add compo-
nent or ground up construction.
Mr. Matteson attended the University of Colo-
rado at Boulder and graduated with a degree in
Economics. Mr. Matteson is also a State of
California Broker.
Centurion Partners, LLC
Prior to forming Centurion Parmers, LLC
Michael Smith was Senior Vice President'
of Staubach's West Region, he lead major
clients for Staubach since 1993. His re-
sponsibilities include consulting for major
clients on acquisitions and dispositions
throughout the country. Michael com-
bines thirteen years of experience as a
commercial office and industrial broker
with five years as an experienced devel-
oper/landlord representative. His diverse
knowledge of both sides of a transaction,
including negotiating strategies, financial
analysis, design and construction issues,
enable him to bring a unique perspective
that creates tremendous value for his cli-
ents
While at the Staubach Company, Michael
was consistently a.Top Producer. He has
been responsible for over 175 transactions
totaling in excess of $300 million. Mi-
chael's solutions range from complex
lease buyouts to acquisitions for corporate
headquarters. A partial list of Michael's
satisfied clients includes ConAgra, Nissan
Motor, Corporation USA, DFS Galleria,
Cleveland Golf and Reinhold Industries.
Prior to joining the Staubach Company Mi-
chael served as Regional Marketing Direc-
tor at the O'Dormell Group for five years.
He developed and leased a wide range of
commercial and industrial real estate pro-
jects for institutional clients. He marketed,
leased and sold real estate portfolios for
such prestigious clients as The Irvine Com-
pany, Pacific Life, California Public Em-
ployees Retirement Systems (CALPERS)
and Citicorp Realty. Michael's real estate
career began in Texas with CB Commer-
cial, where he gained experience in several
real estate markets throughout the United
States as a tenant representative.
A graduate of Texas Tech University with
Bachelor of Science degree in Business
Administration, Michael's formal educa-
tion emphasized business management and
real estate.
Centurion Partners, LLC
For the past 25 years Mr. Berger has been involved in
all aspects of the real estate industry including bank-
hag, investment banking, direct lending, brokerage de-
velopment and/or acquisition ha the following venues:
residential and commercial land acquisition and devel-
opment, single family housing tract development,
multi-family housing complexes as well as retail,
commercial, industrial and hotel properties.
Mr. Berger attended and graduated college at Arizona
State University and Ball State with postgraduate and
MBA work at Michigan State, Indiana University and
the University of Notre Dame in real estate, banking,
business and law.
Mr. Berger first became involved in the real estate
business as a real estate appraiser and graduated ad-
vanced classes sponsored by The Society of Senior
Real Appraisers (SRA) and by the Members of the
Appraisal Institute (MAI). Mr. Berger also success-
fully completed real estate classes offered by the Mar-
shall Stephens Institute of Architecture and Construc-
tion.
Prior to founding his own company, American Realty
& Financial Inc. in 1979, Mr. Berger held positions
with the Chicago based Heitman Group (Senior Vice
President) and the New York based Pearce, Mayer &
Greer (Managing Parmer) of which both firms were
acknowledged as two of the nation's most prestigious
and successful real estate investment banking firms.
Headquartered in Newport Beach California, Ameri-
can Realty & Financial Inc. was founded by Mr. Ber-
ger as a national real estate banking firm which grew
to having offices ha Chicago, LaJolla, Kansas City and
Greenwich, Connecticut. (Boston American).
Mr. Berger co-founded Boston American Fi-
nancial Group (Boston American), which be-
came the nation's largest lender of credit ten-
ant mortgage loans. In addition to Boston
American's lending activity, Credit Suisse
First Boston (the world's 2nu largest bank) ex-
clusively contracted with Boston American to
manage their credit tenant lease-lending pro-
gram.
Over the past 25 years Mr. Berger's cliental
and completed transactions has grown to in-
elude Wal'Mart and the Walton Family, The
Walt Disney Company, American Express,
The Donald Trump Organization, Conseco,
Royal Insurance Company, Travelers Insur-
ance Company, Deutsche Bank, United Bank
of Switzerland (UBS), Wells Fargo Bank and
other various domestic and international
banks, financial institutions and hedge funds.
In total, Mr. Berger successfully placed ha ex-
cess of $10 billion in real estate projects.
Through various parmerships with such com-
panies as American Express, Travelers Insur-
ance Company and General Motors (AEW),
Mr. Berger has successfully developed over
$150 million of office, industrial and apart-
ment buildings.
Currently Mr. Berger's main business focus is
centered around Centurion Partners which
specializes in niche real estate acquisition and
development opportunities throughout North
America. This partnership includes Mr. Ber-
ger 14 year partner Scot Matteson and Mi-
chael Smith.
Centurion Partners, LLC
Portfolio
Bison Properties
Highland Pool
DR Pool I
DR Pool II
DR Pool III
K Mart I 1998
K Mart I 1998
Furrs Supermarket
Ballys Total Fitness
Pets Mart
Builders Square
Best Buy
Wells Fargo
Rite Aid
Wal'Mart
Elder-Beerman
American Restaurant Group
Hoyt's Cinema
Motel 6
Shemin Nursery
Twentieth Century
Motel 6
Wal'Mart
Office Depot
Garden Ridge
CVS Corporation
Eckered Corporation
M. Fortunoff of Westbury
Eagle Food Centers, Inc.
GSA Building Revenue
Bonds
Portfolio Transactions
Properties Location Amount
2 Wal'Mart & 3 Sams 5 States $ 31,000,000
3 K Marts 3 States $ 21,000,000
27 K Marts 17 States $ 205,000,000
35 K Marts 19 States $ 223,000,000
10 K Marts 10 States $ 90,000,000
16 K Marts 5 States $118,094,343
10 K Marts 3 States $ 63,165,297
8 Supermarkets 3 States $ 27,927,000
3 Fitness Centers 3 States $11,885,897
11 Pets Marts 10 States $ 37,478,593
3 Home Centers 1 State $ 23,538,376
8 Free Standing Retail 6 States $ 57,429,000
2 Processing Centers California $ 42,480,000
9 Free Standing 4 States $ 28,051,000
6 Free Standing 4 States $ 60,466,000
2 Free Standing 2 States $ 33,884,000
16 Black Angus Restau- 4 States $ 33,500,000
3 Free Standing Theaters 2 States $ 26,350,000
3 Corporate Hotels 2 States $ 5,150,000
6 Nurseries 6 States $10,937,000
Corporate Build to Suit 1 State $ 91,000,000
Corporate Hotel 11 States $151,367,635
5 Super Shops 5 States $ 68,766,000
2 Free Standing 2 States $10,448,968
Home Improvement 3 States $ 28,600,000
5 Free Standing 3 States $11,923,111
3 Free Standing 2 States $11,963,364
1 Department Store 1 State $12,000,000
3 Free Standing 1 State $11,199,937
Free Standing Agana, Guam $13,000,000
Total $1,560,605,521
Crosspoint: Bob Hoff Page 1 of 2
In almost every industry sector, the Internet
create major new companies. Whether it's mo
obvious sectors like on-line trading and retaili
more subtle ideas like eliminating one or two
in the distribution chain for auto parts, the Int
completely changes the customer value
proposition. Service is better and prices are lo
Legacy companies have been slow to embrace
Net because their overhead structure is based
pricing assumptions that the Net destroys. They worry about quarte
earnings and are loath to make the drastic moves that are necessary
grab a leadership position on the Internet. Aggressive entrepreneur
take advantage of this, and the record amount of available private a
public capital, to stand toe to toe with Fortune 500 firms. There has
been an investing opportunity like this and Crosspoint is committed
a part of it.
http://www.bob~cpvp.com/inside/bhoff2-html
2/10/02
Crosspoint: Who is Crosspoint? Page 1 ot 2
& We work with talented entrepreneurs to build gr
What we invest in companies. We invest early, move fast, and tell t
Who we are
What we believe
Our funds
Why Crosspoint
industry.
truth. We don't believe in blindly following the
rules. We invest in VSPs and E-Business Services
and Broadband Infrastructure projects where th
is a vision to create an important new business o
Our business goals:
· Creating rapid growth through access
to capital
· Building long-term sustainable value
· Providing substantial returns to
entrepreneurs, employees and
investors, most often through public
stock offerings
What we invest in
We invest in early stage companies in two
strategic areas-VSPs and E-Business
Services and Broadband Infrastructure. We are interested in highly
differentiated products and services that have the ability to achieve
market leadership and remain differentiated over time.
Who we are
We are successful business professionals with extensive entreprene
management, technical, and investment experience. We have found
managed, or invested in more than 200 new businesses. We offer
industry knowledge, in-depth technical understanding, an extensiv
network, and a special ability to collaborate with company founders
and management. Our team is located in Northern and Southern
California offices.
What we believe
Crosspoint Values.
Our funds
Our capital base is approximately $2 billion, sponsored by our limit
partners. With our early stage funds, we invest up to $40 million pe
project. In addition, we can participate in our portfolio companies'
http ://www.bob ~cpvp.corn/inside/whois.html 2/10/02
Crosspoint: Who is Crosspoint? Page 2 of 2
follow-on rounds with our late stage funds, up to an additional $10
million per project.
Why Crosspoint
Selecting an investing partner is a critical decision. The right partner
help the founding team overcome the challenges that face new
enterprises.
Industry focus
In our areas of specialization, VSPs and E-Business Services and
Broadband Infrastructure, our technical understanding and mark
knowledge enable us to quickly review new business proposals.
Once we've invested, we have the knowledge and conviction to
persist when temporary setbacks occur, or when the investing cy
is a long one.
Network
With an investment comes access to our extensive network.
Crosspoint's industry connections give our portfolio companies a
large and useful rolodex. In addition, we work hard to make thin
happen.
Operating experience
As entrepreneurs, we have recruited teams, negotiated major
contracts, managed engineering schedules, dealt with manufactu
and costing issues, and developed sales and distribution strategi
Chemistry
We're not financial sharks, bankers, or lawyers. We're entreprene
with operating experience. We think like you, we work with you,
support you.
Financial markets experience
We have raised hundreds of private placements, negotiated merg
and managed numerous public offerings. We have close
relationships with the best investment banking firms in the worl
Reputation
Our reputation, our record of success, our limited partners, and o
active approach gives a young company credibility with potentia
customers, vendors, new investors, and prospective employees.
http ://www.bob~cpvp.com/inside/whois.html 2/10/02
F) Village Investments
VILLAGE INVESTMENTS
RESUME
August 1, 2001
The Management Company
Rehabilitation Experience
Properties Managed
References
MANAGEMENT PHILOSOPHY
Village believes in a hands-on approach to management, incorporating the proPerty owner's
goals and objectives implemented through an established written management plan. Because of
our personalized style of management, we are able to offer individualized service.
Implemented in each management plan are the written policies and procedures defining the
property's guidelines for the on-site staff in the following areas:
· Marketing the Property
· Leasing Policies and Procedures
· Credit Criteria for Prospective Residents
· Policies for Dealing with Delinquent Payments
· Office Administration
· Handling of Emergency Situations
· Resident Relations
· Property Maintenance
Village, through its corporate office, assumes the following responsibilities:
· Development and Monitoring of Marketing Plan
· Staff Selection, Training, Motivation and Management
· Billing and Collection of Rent
· Preparation of Budget for the Property
· Banking Administration
· Process and Payment of all Property Bills
· Maintenance of Financial and Resident Information
· Preparation of Timely Detailed Financial and Rental Reports Tailored to the Individual
Owner's Needs
· Insurance Administration
By eliminating the collection of rents, banking, maintenance of resident records and all
accounting functions from the on-site.staff's duties, they have the ability and time to devote to
resident relations, resident retention and marketing of the property. This creates a community-
oriented environment,, wherein the staff has the time to provide the services, which residents
have come to expect in the 2000's, as well as enhancing the project's occupancy.
PROPERTY MANAGEMENT SERVICES
Staff Selection:
Pursuant to the budget established by the property owner, Village hires, trains, supervises and
motivates the necessary on-site staff.
Marketing of Vacant Apartments:
A project marketing plan is develOped for the owner's approval. Included in this plan are project
advertising, apartment pricing, credit criteria, move-in incentives, resident referral fees, off-site
marketing activities, resident retention programs, and the use of flags, banners and monument
signs. The plan will be regularly monitored and adjusted as necessary.
Rent Collection:
All residents are billed for their rent by the 20th of the preceding month. They receive a two-way
mailer, invoice and return envelope. Rents are thereby mailed to our corporate office, rather than
being collected on-site.
All residents who do not pay their rents on or by the 5th day.of the month, are served with Three-
Day Notices to Quit or Pay Rent. If they subsequently do not pay their rent, an unlawful detainer
action is initiated in order to obtain possession of the apartment and a judgment for the
delinquent rent.
Property Maintenance:
Based on the budget approved by the property owner, all project maintenance is arranged for and
supervised by Village or their on-site employees. The project is walked at least once a week by
the Asset Manager to assure all maintenance needs are being met. Bids are obtained regularly
for all property services to assure the maximum product and services are obtained for each dollar
spent.
Processing and Payment of Project Operating Expenses:
All invoices of the project are processed and paid each week. All bills are approved by the on-
site manager and the Asset Manager prior to their payment. If desired, the property owner may
have complete control over the payment of all bills by being the °nly authorized person to sign
checks or make any disbursements from the project's bank account.
Processing and Payment of all Mortgage Payments:
Mortgage payments are processed monthly.
Payroll _Administration:
All paychecks, records, tax deposits, tax returns, workman's compensation claims and any other
function of a payroll administrator are handled in the corporate office.
Insurance Administration:
Village obtains bids annually for all property insurance. Village processes any insurance claims
through the appropriate insurance carrier, and the property owner is notified immediately of any
claims at the property.
Property Tax Administration:
Village reviews the property tax bill annually; and, if appropriate, a property tax appeal is filed
on the property owner's behalf.
Preparation of Annual Budget:
Village prepares an annual operating budget. Upon approval by the property owner, the budget
is implemented.
Preparation of Monthly Management Reports:
The property owner receives the following monthly management reports:
· Written Narrative of Project Activities
· Rent Roll
· Unit Comparison Report
· Rent Reconciliation
· Market Survey
Preparation of Financial Reports:
The property owner receives the following monthly financial reports:
· Income Statement Budget vs. Actual
· Balance Sheet
· Source and Application of Funds
· Summary of all Cash Receipts and Disbursements
Appointment of an Asset Manager:
An Asset Manager who does not supervise more than four other apartment communities
supervises your property. This allows the Asset Manager to be available to meet or speak with
you and answer any questions you may have. The Asset Manager is responsible for
implementing and monitoring your management plan.
MANAGEMENT COSTS
To provide the management services summarized herein and more fully outlined in the enclosed
Property Management Agreement, Village charges a monthly fee that is a percentage of gross
collected income.
OTHER SERVICES
City and State Subdivision:
Village created the idea of subdividing large, garden-style apartment communities into smaller
investment units. In conjunction with this subdivision, Village would create an owners
association to provide management and maintenance for the areas in the complex owned by the
owners in common; i.e., swimming pools, driveways, landscaping, rental office, etc. Over the
past fourteen years, Village has created and sold more than $114,300,000 of this product type to
more than 600 investors.
Real Estate Brokerage Service:
Village has a full-time sales staff that generates sales in excess of $30,000,000 per year.
Property Rehabilitation:
Over the past fifteen years, Village has renovated over 3,000 units. These property renovations
have dramatically increased the value of the assets involved.
Real Estate Financing:
Village has on staff a full-time real estate loan consultant available to discuss alternative
financing currently available in the market.
Tax Credit Implementation & Maintenance:
Village has negotiated and implemented tax credit benefits on several properties in the Southern
California area. Its staff has obtained the requirements for bond programs, certified residents for
both bond and tax credit programs, recertified residents and audited records.
REHABILITATION EXPERIENCE
Village Investments began its rehabilitation experience in the early 1980's. The fim~ was
managing over 800 single-family residential houses purchased by its syndications formed in the
1970's. The dramatic appreciation that these single-family houses experienced in the 1970's had
ebbed and the decision to sell these houses was made. From the extensive market research, it
was surmised that marketing time could be dramatically decreased and the value of these houses
greatly enhanced if the properties were rehabilitated. Over a period of approximately 36 months,
Village vacated, rehabilitated and marketed the 800 houses.
Properties rehabilitated:
Name of Community
Units Rehab Date Rehab Amount
Colony East Apartments
Santa Aha, California
266 September 1983 $1,100,000
Kempwood Village Apartments
Houston, Texas
550 March 1984 $2,200,000
Cedarglen Apartments
Fullerton, California
263 November 1985 $1,125,000
Village Gardens Apartments
Garden Grove, California
32 April 1986 -$350,000
The Park Apartments
Lakewood, California
420 May 1989 $2,000,000
Cabrillo Palms Apartments
Santa Ama, California
272 May 1990 $550,000
Arrow Village Apartments
Azusa, California
82 September 1994 $425,000
Garden Walk Apartments
Garden Grove, California
36 March 1997 $180,000
Malabar Apartments
Garden Grove, California
127 May 1997 $1,580,000
Park Glenn Apartments
Camarillo, Califomia
150 February 1998 $1,120,000
Santa Paula Apartments
Santa Paula, California
Alpine Woods Apartments
Upland, California
North Hills Apartments
Fullerton, California.
Citrus Tree Apartments
Ventura, Califomia
Avocado Crest Apartments
Fallbrook, California
'Sierra Vista Apartments
Loma Linda, California
Emerald Gardens Apartments
Buena Park, California
Cobblestone Apartments
Anaheim, California
Cypress Villa Apartments
La Habra, California
Current Rehabilitation Projects for 2001:
Name of Community
Greentree Senior Apartments
Rialto, California
Heninger Village Apartments
Santa Ana, California
Claremont Village
Claremont, Califomia
Pioneer Gardens Apartments
Santa Fe Springs, California
Quo Vadis Apartments
Huntington Beach
58
137
204
81
48
166
110
64
72
Units
272
56
150 .
151
104
April 1998
June 1999
June 1999
June 1999
February 2000
June 2000
June 2000
September 2000
September 2000
Completion
Date
December 2001
December 2001
December 2001
December 2001
December 2002
$347,000
$687,000
$1,771,000
$565,000
$400,OO0
$250,000
$815,000
$488,000
$557,000
Rehab Amount
$2,040,000
$672,000
$1,125,000
$1,132,000
$832,000
Sea Wind Apartments
Anaheim, California
91 December 2001 $682,500
APARTMENT ACQUISITIONS AND MANAGEMENT
In 1978, Village havestments began purchasing large, garden-style apartment complexes in
Orange County, and has provided a variety of services for these and other projects:
ALPINE WOODS APARTMENTS
Upland, California
Managed Since 1998
137 Units
AMANDA PARK APARTMENTS
Murrieta, California
Managed Since 1999
396 Units
APPLEWOOD APARTMENTS
Santa Ana, California
Sold in 1994
406 Units
ARRow VILLAGE
Covina, California
Sold in 1996
82 Units
ACOCADO cm sT
Fallbrook, California
Managed Since 2000
48 Units
BEACHWOOD VILLAGE APARTMENTS
Huntington Beach, California
Sold in 1989
120 Units
BLOSSOM OAKS APARTMENTS
San Jose, California
Sold in 1986
252 Units
BRANDON PLACE APARTMENTS
Riverside, California
Managed Since 1999
196 Units
CABRILLO PALMS APARTMENTS
Santa Ana, California
Sold in 1999
272 Units
CASA MORRO APARTMENTS
Newport Beach, California
CASA T1BMPO APARTMENTS
Westminster, California
Managed Since 1994
8 Units
80 Units
CEDARGLEN APARTMENTS
Fullerton, California
Sold in 1990
266 Units
CITRUS TREE APARTMENTS
Ventura, California
Managed Since 1999
81 Units
CLAREMONT VILLAGE
Claremont, California
Managed Since 2001
150 Units
CLIFTON FOUR-PLEXES
Anaheim, California
Sold in 1980
56 Units
COBBLESTONE APARTMENTS
Anaheim, California
Managed Since 1983
64 Units
CYPRESS VILLAS
La Habra, California
Managed Since 2000
72 Units
EMERALD GARDENS
Buena Park, California
Managed Since 2000
110 Units
GARDEN WALK APARTMENTS
Garden Grove, California
Managed Since 1998
36 Units
GREENTREE SENIOR
Rialto, California
Managed Since 1999
272 Units
HAMPTON COURT CONDOMINIUMS 46 Units
Chino, California
Managed Since 1996
HARBOR VILLAGE APARTMENTS
Costa Mesa, California
Managed Since 1984
HENINGER VILLAGE
Santa Ana, California
Managed Since 2001
HIGHLAND ORCHARD APARTMENTS
Plaeentia, California
Managed Since 1985
HOLIDAY HARBOR APARTMENTS
Anaheim, California
Sold in 1980
JEFFREY COURT
Highland, California
Managed Since 1999
KEMPWOOD VILLAGE APARTMENTS
Houston, Texas
Sold in 1986
LAKEVIEW VILLAGE
Lake Elsinore, California
Managed Since 1997
LAS CASITAS APARTMENTS
Newport Beach, California
Managed Since 1994
MALABAR APARTMENTS
Garden Grove, California
Managed Since 1997
MARABELLA CONDOMINIUMS
Mentone, California
Sold in 2000
MOUNTAIN SHADOWS APARTMENTS
Ontario, Califomia
Sold in 1996
550 Units
56 Units
104 Units
216 Units
184 Units
533 Units
40 Units
52 Units
126 Units
97 Units
199 Units
MOUNTAIN VIEW APARTMENTS
Redlands, California
Sold in 1998
NORTH HILLS APARTMENTS
Fullerton, California
Managed Since 1997
PARK DAVID APARTMENTS
Cathedral City, California
Managed Since 2000
PARK GLENN APARTMENTS
Camarillo, California
Managed Since 1998
PARK PACIFIC APARTMENTS
Fountain Valley, California
Managed Since 1980
PEBBLEGROVE
Upland, California
Sold in 1998
PIONEER GARDENS
Santa Fe Springs, California
Managed since 2001
REGENCY PLAZA APARTMENTS
Anaheim, California
Sold in 1984
QUO VADIS APARTMENTS
Huntington Beach, California
Purchased in 2001
SANTA PAULA APARTMENTS
Santa Paula, California
Managed Since 1998
SEA WIND APARTMENTS
Anaheim, California
Managed Since 2001
SIERRA VISTA APARTMENTS
Loma Linda, California
Managed Since 2000
130 Units'
204 Units
240 Units
150 Units
472 Units
150 Units
156 Units
216 Units
104 Units
56 Units
91 Units
166 Units
SOUTHRIDGE APARTMENTS
Pomona, California
Sold in 1990
80 Units
SPKINGPOINTE APARTMENTS
La Habra, California
Sold in 1992
60 Units
TARA VILLAGE APARTMENTS
Cypress, California
Managed Since 2001
170 Units
THE PAR~ APARTMENTS
Lakewood, California
Managed Since 1990
420 Units
THE VILLAGE APARTMENTS
Santa Aha, California
Sold in 1991
266 Units
VILLAGE GARDENS APARTMENTS
Garden Grove, California
Sold in 1992
32 Units
VILLAGE MEADOWS APARTMENTS
Santa Aha, California
Managed Since 1980
184 Units
THE VILLAGE OF TAXCO ·
San Jose, California
Sold in 1986
190 Units
VILLAGE TRI-PLEX
Buena Park, California
Sold in 1984
120 Units
VISTA MANOR APARTMENTS
Garden Grove, California
· Sold in 1996 ·
132 Units
REFERENCES
Paul Fruchbom and Mark Hyatt
Partners
Partners Realty Capital
4685 MacArthur Court, Suite 422
Newport Beach, CA 92660
(949) 851-1954
John M. Yunker, Jr.
Past President/Chief Executive Officer
Southern California Savings
(818) 790'6760
Raymond T. Way
Senior Vice President
Pacific Mercantile Bank
450 Newport Center Drive, Suite 100
Newport Beach, CA 92660
(949) 467-2230
INTR OD UC TION
GARY R. COLLINS, ARCHITECT
GRary R. Collins is a practicing architect licensed in California and under National Council of Architectural
eview Board certification. Mr. Collins expands on a twenty-two year tradition of excellence in a practice
that includes residential, commercial, and institutional projects, as well as forensic investigations and expert
witness consultation.
Prior to entering the architectural profession, Mr. Collins acquired extensive field experience as managing
parmcr in a residential building and design firm based in San Bemardino County, California.
Upon relocation to Orange County, Mr. Collins initiated his architectural career with four and one-half years
with William L. Pereira Associates. Projects with which he was associated include Houston Center Master
Plan, a 32 Block office, retail, and hotel complex in Houston's Central Business District; Golden West College
Humanities, Arts, and Sciences Increment; the North American Rockwell industrial facility in Laguna Niguel
(The "Ziggurat"); the Nixon Library Site Location Study; and'the Htm 'tmgton Pacific Apartments project in
Huntington Beach, California.
After and additional two and one-half consecutive years of experience with architectural firms specialized in
multifamily housing design and planning Mr. Collins decided to focus on multi-family residential projects, and
in 1976 co-founded Collins & Wraight, which soon became a nationally recognized design services firm.
Several highly acclaimed projects include Woodbridge Townhomes, 24 units in Glendale which won the 1979
AlA/Housing Magazine Merit Award; The City Club, a 48 unit luxury complex in La Jolla, which earned a
1986 PCBC Gold Nugget Award for best high-density residential community; Park Meadow, 212 moderate
income units in Downey, California; and planning and design for the mixed-use Wi[shire Promenade in
Fullerton. In his own practice as G. R. Collins & Associates since 1987, Mr. Collins has designed the renowned
Ronald McDonald House in Orange; a Nature/Astronomy Center for the County of Orange; a 22,000 square
foot remodel/addition to the Market on the Lake commercial center in Mission Viejo; and the non-profit Alice
Clark/Orange Blossom seniors apartment project in the city of Orange. He is currently doing an affordable
residential project in the City of Orange, a neighborhood revitalization project in Santa Aha, and his practice
also includes design and technical consultation to other architects doing a broad range of projects. He has co-
authored the Affordable Housing Design Guidelines for the City of Anaheim, and the Town Center
Redevelopment Area Master Plan for the City of Anaheim.
Mr. Collins was a volunteer for Big Brothers and Sisters of Orange County for 10 years. He has twice been
a judge of the Student Vocational Olympics for drafting and design at the Orange County Fair, was a charter
member of the Employer's Council for Housing Opportunity, and has served on a variety of AIA committees.
G . R . C o I I i n s + 730W. 17th. Street Cos~ PH: 949/642/2480
A s s o c i a t e s Mesa, CA 92627 FAX 9 4 9 / 64 2 / 2 1 1 0
Gunal'y R. Collins is a practicing architect licensed
der National Council of Architectural Review
Board certification. Mr. Collins expands on a twenty-
two year tradition of excellence in a practice that
includes residential, commercial, and institutional
projects, as well as forensic investigations and expert
witness consultation.
Prior to entering the architectural profession, Mr.
Collins acquired extensive field experience as manag-
ing partner in a residential building firm based in San
Bernardino County, California.
Upon relocation to Orange County, Mr. Collins
initiated his architectural career with a four and one-half
year association with William L. Pereira Associates.
Projects with which he was associated include Houston
Center Master Plan, a 32 Block office, retail, and hotel
complex in Houston's Central Business District; Golden
West College Humanities, Arts, and Sciences Incre-
ment; the North American Rockwell industrial, facility in
LagunaNiguel (The"Ziggurat"); theNixon Library Site
Location Study; and the Huntington Pacific Apartments
project in Huntington Beach, California.
Mr. Collins decided to focus on multi-family resi-
dential projects, and co-founded Collins & Wraight in
1976, which soon became a nationally recognized design
services firm. Several highly acclaimed projects include
Woodbridge Townhomes, 24 units in Glendale which
won the 1979 AIA/Housing Magazine Merit Award;
The City Club, a 48 unit luxury complex in La Jolla, which
earned a 1986 PCBC Gold Nugget Award for best high-
density residential community; Park Meadow, 212 mod-
erate income units in Downey, California; and planning
and design for the mixed-use Wilshire Promenade in
Fullerton. In his own practice as G. R. Collins &
Associates since 1987, Mr. Collins has designed the
renowned Ronald McDonald House in Orange; a Na-
ture/Astronomy Center for the County of Orange; a
22,000 square fo°t remodel/addition to the Market on the
Lake commercial center in Mission Viejo; and the non-
profit Alice Clark/Orangeblossom seniors apartment
project in the city of Orange. The firm is currently doing
a master planning study for a Benedictine monastery in
the high desert.. Additionally, the practice includes
design and technical consultation to other architects
doing a broad range of projects. Mr. Collins co-authored
the Affordable Housing Design Guidelines for the City
of Anaheim, and the Town Center Redevelopment Area
Master Plan for the City of Anaheim, and has co-
designed, with his ex-partner Steven Wraight, the Pasco
Village project in Anaheim, a highly successful private/
public partnership to transform and revitalize a decaying,
crime-ridden neighborhood.
Mr. Collins was a volunteer for Big Brothers and
Sisters of Orange County for 10 years. He has twice
been a judge of the Student Vocational Olympics for
drafting and design at the Orange County Fair, was a
charter member of the Employer's Council for Housing
Opportunity, and has served on a variety of AIA
committees.
The variety of Mr. Collins' projects represents a broad
spectrum of experience and technical knowledge. His work
in planning and design of residential environments is par-
ticularly extensive. The following are representative of both
project managerial and hands on design ? technical produc-
tion since 1976.
ES11)
Mulberry Hills
San Marcos, CA
Ramos/Jensen Co.
Planning, design, and construction documents, for 130 single
family VA/FHA homes
Density: 6 du/ac.
Lak~ Miramar Condominiums
Miramar, CA
Daon Corporation
Master Plan and conceptual design for 550 attached units
Density: Av. 10 du/ac.
Seaview Condominiums
Long Beach, CA
IDM Corporation
Planning, design, and const, docs. for 10 luxury infill units
Density: 14 du/ae.
Builder's Choice award, 1986
Park Meadows Apartments
Downey, CA
Downey Savings & Loan
Planning, design, and constrt~ion documents for 212 stacked
.Density: 20 du/ac.
Gold Nugget merit award, affOrdable category, 1986
NordhofPark
Van Nuys, CA
Metro Publishing
Planning, design, and conslxuction documents for 26 infill
townhomes
Density: 20 du/ac.
Victoria Condominiums
Costa Mesa, CA
McQuarrie/Spencer
Planning design, and construction documents for 17 infill
Density: 14.5 du~ae.
Ronald McDonald House
Orange, CA
Ronald McDonald Foundation
Site planning and design, 3 story, 21 key "hotel" on infill site
City BeautificationAward, 1990
Woodbridge Townhome Condominiums
Glendale, CA
Richelieu Development
Site planning design, and construction documents; 24 stacked
units, 3 stories over semi-subterranean parking
Density: 47 du/ac
A1A/Housing Magazine, Merit,4 ward, 19 79
Cobblestone Row
Glendale, CA
Richelieu Development
Site planning, design, and constns~ion documents; 36 stacked
condominimn units, 3 stories over semi-subterranean parking
Density: 44 duku:.
Hillside Manor
Glendale, CA
Richelieu Development
Site planning, design, and construction documents.; 40 stacked
condominium units, 3 stories over semi-subterranean parking
Density: 34.7 du/ac.
Woodlane Village
Glendale, CA
Richelieu Development
site planning, design, and construction documents.; 28 stacked
and townhouse condominium units
Density: 33 du/ac.
Orange Grove Condominiums
Burbank CA
Richelieu Development
Site planning design, and cor~tmction documents; 24 stacked
units, 3 stories over semi-subterranean parking
Density: 45 du/ac.
Sensible Growth Award, 1980
· Woodside Manor Condominiums
Burbank, CA
Richelieu Development
Site planning, design, and construction documents; 36 stacked '
units, 3 stories over semi-subterranean parking
Density: 45 du/ac.
Bethany Woods Apartments
Burbank, CA
Bethany Partnership
Site pluming,, design, and conmuction documen~ 1 I0 stocked
and townhouse units over semi-subterranean parking
Density: 39+ du/ac.
The City Club
La Jolla, CA
Terra Industries, Inc.
Site planning, design, and construction documents; 48 stacked
and townhouse units; at-grade parking structure
Density: 26.3 du/ac.
GoM Nugget Grand Award, 1986
McCambridge Townhomes
Burbank, CA
The Grainger Company
site planning, design, and construction documents; 42 stacked
and townhouso condo umts over semi-subterrnnenn parking
Density: 40 du/ac.
Palm Village
Burbank, CA
Richelieu Development
Site planning, design, and construction documents.; 24 stacked
condo units over semi-subterrnnean parking
Density: 45 du/ac.
Windsor Village
Los Angeles, CA
Richelieu Development
Site planning, design, and construction documents; 32 stacked
condo units over semi-subterranean parking
Density: 39 du/ac.
Sensible Growth, Grand Award, 1980; Builder's Choice, 1981
Bridgeport
Long Beach, CA
Sunset Pacific Development
Site planning, design, and construction documents; 60 sta~ked
condominium units over semi-subterranean parking
Density: 23.8 du/ac.(much of site unbuildable soils)
Sensible Growth, Merit Award, 1980; Gold Nugget Grand
Award, 1981
The Village Kenwood
Glendale, 'CA
Howard Development
Site planning design, and construction documents; 24 stacked
condominium umts over semi-subterranean parking
Density: 47 du/ac.
Gold Nugget Merit Award, 1983
San Rafael Apartments
Glendale, CA
Howard Development
Site planning design, and construction documents; 2 ! stacked
units over semi-subterranmm parking
Density: 48 du/ac.
The Promenade Apartments
Fullcrton, CA
The HowardfPlatz Company
Site plnnnin~ architecturnl chnracter, discretionary processing; 130
stacked & townhouse unils, semi-~ parking
Mixed use: street level corranercial
Density: 60 du/ac.
Gienfield Apartments
Glendale, CA
The Howard/PIatz cOmpany
Site planning design, consm~ion documents; 264 stacked &
townhous~ units over semi-subtetmmmn parking
Density: 55 du/ac.
Trusiow Villas Apa .r~ments
Fullcrton, CA
714 Development
Site planning, design, and construction documems; 12
townhomes, at grade & semi-mbterranean parking
Density: 29 du/ac.
Huntington Classics
Huntington Beach, CA
Client: WarkentinfWraight, Architects
Unit design, technical detailing; small lot, single family
detached luxury homes
Density: 8.2 du/ac.
Gold Nugget, Grand Award, 1990
Columbia Square
h'vine, CA
lrvine Pacific Development
Site planning design, & construction docmmms; 76 s~acked
Density: 36 du/ac.
Unbuilt project: Gold Nugget, Best site plan under 10 ac., 1982
Virginia Road Condominiums
Long Beach, CA
Alex LaBelle Associates
Site planning, design, and constngtion documems; 30 unit
stacked units, semi-subterranean parking
Density: 47.5 du/ac.
Rosen Remodel/addition
San Clemente, CA
Client: E.Bennett Adams, Architect
Construction doc~ single family remodel
Waish Remodel/addition
Villa Park, CA
Client:Wm. Walsh
Design and construction documents, single family luxury home
remodel
Ahmanson Guest House
Corona Del Mar, CA
Client: E.Bcnnett Adams, Architect
Construction documents, Attached luxury duplex remodel
Golden Era Productions, Dormitory
Gilman Springs, CA
Client: The Warkentin Partnership, Architects
l~sign and construction docungnts, 4 - 3 story dormitories, each
with 72 rooms, lounge, lobby, and laundry
Lamarque Residence
Whittier, CA
Client: Warkentin/Wraight, Architects
Site pinnnin~ design, constngtion docmnents; Luxury cUStom
home of 4000 s,f.
Orange Blossom Senior Apartments
Orange, CA
Client: Orange Housing Development Corporation
Site Planning, design, and consm~ction documents; 5
units with attached garage for a non-prof~
Affordable Housing Design Guidelines
City of Anaheim
Client: Withee Malcolm, Architects
Planning and design guidelines for multifamily homing
COMMERCIALPROJECTS:
Mareno Valley Auto Mall
Mareno Valley, CA
Client: Warkentin/Wraight, Architects
Specific plan; architectt~al planning and design geidelincs
Downey Savings & Loan
Claremont, CA
Branch S&L (10,000 s.f.)
Site planning, design, and const, docs.; mixed-use office, retail
City Beautiful Award, 1980
Downey Savings & Loan
Yucca Valley, CA
Branch S&L (5,000 s.f.)
Site planning design, and const, docs.
Downey Savings & Loan
Fullerton, CA
BranchS&L
(Sunnyhills, 20,000 s.f.; includes handball courts,
weight room, lockers & dressing club for large depositors)
Site planning design, and construction doctanents
Downey Savings & Loan
Costa Mesa, CA
BranchS&L
Exterior remodel and renovation
Design and eonstru~ion documents
Downey Savings & Loan
Rolling Hills, CA
BranchS&D
Remodel and renovation
Design and construction documea~
Broadway & Adams, shopping center
Glendale, CA
Richelieu Developmcm
Site planning, design, andcomt.documents(22,000s, f.)
The Zeilstra Building
San Marino, CA
Robert Zeilstra Company
Design and conmuction documents; 7000 s.f. remodel-addition
Published: Arts &Architecture, 1983
Office Building
Brea, CA
D&H Development company
Site planning, design, and construction documents;
7000 s.f offices
Alamitos Cafe Remodel
Long Beach, CA
Plaza Land Co.
Design, construction documents; restaurant remodel (4000 ~ £ )
Costa Mesa Civic Playhouse
Costa Mesa, CA
City of Costa Mesa, Leisure Services
Design and construction document~ interior remodel,
interior design for non-equity tlx'~__!er
Senior Health Center
Long Beach, CA
FHP Health Managemem
Site planning, design, and construction documents; remodel of
existing skating rink into geriatric clinic
h'vine Ranch Market Remodel
Mission Viejo, CA
The Campbell Estate
Site planning, design, andconstruction documents; 22,000 s.£
remodel & additiom, existing retail store
Sierra Summit Ski Lodge
Lakeshore, CA
Snow Summit Ski Company
Site planning design, and construction documents; 7,500 s.f.
mid-mountain food facility
Orange County Astronomy and Nature Center
Fountain Valley, CA
Client: Warkentin/Wraight, Architects
Observatory, classroom., and video lab, Mile Square Park
(unbuilt);Site planning design, detailing and project management
G.
R. Collins + Associates
730 W. 17th. Street
Costa Mesa, CA 92627
949/642-2480
FAX 949/642-2110
REFERENCES: Available on request
5. As mentioned before, Kenyon Dr. Limited, LP has two General Partners.
Statewide Acquisition Corporation will be taking the lead role to oversee the operations
and re-habilitation for the Kenyon Drive apartment community. Our plan is to outsource
the property management to an experienced, local company in which we have a
relationship with. They have 25 years experience in the property management business
in Orange County and have managed several properties similar to Kenyon Drive. The
company we plan to use is Village Investments, Property Management Co. As far as
individuals, Mr. Kent Hawkins, Mr. Michael Smith and Mr. Paul Reim will be
responsible for overseeing the re-habilitation plan and ongoing management of the
community. This will include weekly management meetings with the on-site manager
and property management company. Mr. Kent Hawkins and Mr. Scot Matteson will be
responsible for current debt financing and any future financing needs. (Please see
resume/Bio attached in section four above)
6. As mentioned, Statewide Acquisition Corporation and Kenyon Dr. Limited were
formed for the purpose of acquiring, revitalizing and managing apartment communities
similar to Kenyon Drive throughout California. Having combined three powerful real-
estate entities as one, Statewide Acquisition Corporation has the combined benefit of
strong financial capabilities as well as a strong acquisition, development and management
team. The following are properties representing a cross section of apartment
communities ren0vated/repositioned, into new communities. (Please also see an
additional list of properties attached as additional examples under the resume section)
A. Casa La Palma, an existing 272 unit complete renovation located in the City
of La Palrna. Renovated by Reim Advisors/Steadfast.
a. The economic viability for this project was strong as the project was a
partial re-habed, including roofs, decks, a new entry gate, asphalt, and new
painting throughout. The budget totaled approximately $2.3MM.
b. The quality of architectural was comparable to the existing surrounding
neighborhood.
c. The project was renovated within a six-month period and was also on
budget.
d. The property is currently managed by Reim Advisors/Steadfast.
B. The Cascade Apartments, a new 292-unit apartment community located in
Anaheim H/lis.
a. Mr. Kent Hawkins developed this property with Mr. Eli Broad &
Kaufman and Broad and later sold the property in 1995 for a substantial
profit.
b. The property was build as a class A apartment community and received
awards for its design. The amenities included a clubhouse, pool, two
tennis courts, and a tot-lot and barbeque area.
c. The project was developed and stabilized over an eighteen-month period,
which was on time and on budget.
d. As mentioned, we have sold the property to a Pension fund that has
provided for outside management.- This property was sold in 1994.
C. Hillpoint Apartments, an existing 398-urdt apartment community located in
Mission Viejo Ca. Polygon Southwest, (Mr. Michael Kerr and Kent Hawkins)
worked together with Polygon to purchase the community, upgrade and
reposition the entire community within 12 months. The property was
completed on budget and on time within this time period and later sold for
over $10MM in profit. We sold the asset in 2000.
D. Shakewood Apartments, an existing 440-unit apartment community located in
Fountain Valley Ca. The property was originally developed in 1969.
a. This project was purchased Mr. Dirk Ivory, for the McNeil Real Estate
Management Co, in which he is part owner. The property was
repositioned over a two-year period including the entire interiors, and
exteriors. They improved the community from 10% vacancy to a 2%
vacancy once renovated. The budget was estimated to be $37,000 per
unit.
b. The architectural style was consistent with the adjoining neighborhood
once renovated.
c. As mentioned, the community was completely renovated within the two-
year period within budget and within the estimated t/me frame.
d. The property is currently managed BRE.
E. Amargosa Creek Apartments is an existing 216-unit apartment community
located in Lancaster Ca. The property was built in 1986 and was completely
renovated from 1994-95.
a. This community underwent a complete remodel including the interiors,
adding additional parking, and additional carports, and re-landscaping the
entire exterior. This increased the value of the property by 30%.
b. Once complete, the architectural design was improved dramatically by
providing for new exterior siding, new window surrounds, creating a new
community feel.
c. This property had originally been budgeted for $39,000 per unit. Once
complete, the final budget came in at $43,000 per unit. Additional
upgrades included repainting, and extensive window treatments. The
property is currently managed by Arcon.
(6-A) The Casa La Palma's contact person is Mr. Bill Hirsch, of Foundation
Resources, (949) 253-3120.
(6-B) The property has been sold. There are no contacts remaining as the
subsequent parties have retied from the business.
Please contact Mr. Michael Kerr, previous President, Polygon Southwest
at Blue Stone Communities
(949) 475-4114.
(6-D) Trivest Residential, Mr. Ron Taylor, President, Mr. Zachary
Maggart, Principal, Sr. VP Construction (972) 448-5747
(6-E) Trivest Residential, Mr. Ron Taylor, President, Mr. Zachary
Maggart, Principal, Sr. VP ConstruCtion (972) 448-5747
In general, it is the intent of Statewide Acquisition Corp., and Kenyon Dr.
Limited to renovate and manage communities for a minimum period of five to ten
years. We see the Kenyon Dr. community as an asset we will operate and manage
for several years.
8. We have selected GRC & -Associates, located in Costa Mesa whose president is
Mr. Gary Collins, AIA. Mr. Collins has 20 years of Architectural Design' and
revitalization experience with several communities throughout Orange County. One in
specific The Pasco Village apartment community in which Mr. Collins was the Co-
Architect with Mr. Steven Wraight, AJA. The Pasco was an existing 183-unit apartment
community completely renovated into a high quality apartment community. (Please see
resume attached in Section 1)
Kenyon Dr. Limited, A California Limited Partnership
2190 N. Canal
Orange Ca. 92865
714 282-4918
Fax 714 282-2991
Financial information Release Information Authorization
February 15,2002
Mr. Marthinus De Kock
Director, Loan Production
Financial Institutional Partners
One Venture, Suite 300
Irvine, Ca 9261'8
Re: Kenyon Dr. Limited
Dear Mr. De Kock:
Mr. Kent Hawkins C/O Kenyon Dr. Limited has submitted a statement of its interest and
qualification to the Tustin Community Redevelopment Agency for the development of a
community serving retail project on a site located in the city of Tustin South Central
Redevelopment Project Area.
As part of the Proposer's qualification screening process, the Agency may need to contact
you about our banking/financing relationship. I authorize you to provide the AgenCy's
staff or its consultant with the information they require, with the understanding that all
information provided would be kept confidential to the extent permitted by law.
~~~Slresident
Statewide Acquisition Corp,
General Partner, Kenyon Dr. Limited
Kenyon Dr. Limited, A California Limited Partnership
2190 N. Canal
Orange Ca. 92865
714 282-4918
Fax 714 282-2991
Financial information Release Information Authorization
February 15,2002
Mr. J D Montgomery
Canterbury Capital Services
660 Newport Center DR. Suite 300
Newport Beach Ca. 92660
Re: Mr. Kent Hawkins
Dear Mr. Montgomery
Mr. Hawkins has submitted a statement of its interest and qualification to the Tustin
Community Redevelopment Agency for the development of a community serving retail
project on a site located in the city of Tustin South Central Redevelopment Project Area.
As part of the Proposer's qualification screening process, the Agency may need to contact
you about our banking/financing relationship. I authorize you to provide the Agency's
staff or its consultant with the information they require, with the understanding that all
information provided would be kept confidential to the extent permitted by law.
~t~wl~i'~, President
Statewide Acquisition Corporation,
General Partner, Kenyon Dr. Limited
Kenyon Dr. Limited, A California Limited Partnership
2190 N. Canal
Orange Ca. 92865
714 282-4918
Fax 714 282-2991
Financial information Release Information Authorization
February 15,2002
Ms. Gretchen Ecklohoff
Personal Banker
First Republic Bank
101 Pine St.
San Francisco Ca. 94111
Re: Acount 91100051655; 91100046937
Dear Ms. Ecklohoff:
Mr. Dirk Ivory has submitted a statement of its interest and qualification to the Tustin
Community Redevelopment Agency for the development of a community serving retail
project on a site located in the city of Tustin South Central Redevelopment Project Area.
As part of the Proposer's qualification screening process, the Agency may need to contact
you about our banking/financing relationship. I authorize you to provide the Agency's
staff or its consultant with the information they require, with the understanding that all
information provided would be kept confidential to the extent permitted by law.
iS rk-
Statewide Acquisition Corporation,
General Partner of Kenyon Dr. Limited
Kenyon Dr. Limited, A California Limited Partnership
2190 N. Canal
Orange Ca. 92865
714 2824918
Fax 714 282-2991
Financial information Release Information Authorization
February 15,2002
Dai-Ichi Kangyo Bank of California
555 W. Fifth St.
Los Angeles, CA 90013-3033
Re: Account # 0001225928/14030881
Dear Mr. Takeshi Goto
Terrada Investment Corporation has submitted a statement of its interest and qualification
to the Tustin Community Redevelopment Agency for the development of a community
serving retail project on a site located in the city of Tustin South Central Redevelopment
Project Area.
As part of the Proposer's qualification screening process, the Agency may need to contact
you about our banking/financing relationship. I authorize you to provide the Agency's
staff or its consultant with the information they require, with the understanding that all
information provided would be kept confidential to the extent permitted by law.
Very truly yours,
Jake Hitoshi Terada
Executive Vice President
Terrada Investment Corporation
Kenyon Dr. Limited, A California Limited.Partnership
· 2i90.N. Canal
OrangeCa. 92865
714 2824918
Fax 714 282-2991
Fin_ancial information Release Information Authorization
February 15,2002
Ms. Blair Minnis
Vice President
First Republic Bank
2800 E. Coast Highway
Corona del Mar, CA 92625
Re: Mr. Scot Matteson, Account # 925-0000-311~
Dear Mr. Minnis
Scot Matteson has submitted a statement of its interest and'qualification to the Tustin
Community Redevelopment" Agency for the development of a community serving retail
project on a site located in the city of Tustm South Central Redevelopment Project Area.
As part of'the Proposer's .qualification screening process, the Agency may need to contact
you about our banking/financing relationship. I authorize ~you to provide the Agency's
staff or its consultant with the information.they require, with the understanding that all -
information provided would 'be kept confidential to the extent permitted bY law.
Very truly yours,
Scot Matteson,
Manager, Centurion Partners
Kenyon Dr. Limited
Kenyon Dr. Limited, A California Limited Partnership
2190 N. Canal
.Orange Ca. 92865
.714 282'4918
Fax 714 282-2991
· Financial infOrmation Release Information Authorization
February 15,2002
Mr. Don D'Atri
· Branch Manager
Wells Fargo Bank
110 Highway 50
Statc Line NV. 89449
Re: Account # 6291-421493
Dear Mr. D'Atri
Mr. Steve Berger has submitted a statement of its interest and qualification to the Tustin
Community Redevelopment Agency for the development of a community serving retail
project on a site located in the city of Tustin South Central RedeVelopment Project Area.
As part of the Proposer's qualification screening process, the Agency may need to contact
you about our banking/financing relationship. I authorize you to' provide the Agency' s
staff or its consultant with the information they require, with the understanding that all
information provided would be kept confidential to the extent permitted by law.
·
·
·
Steve Bef, g~r, .
Manag~.vCentuxion Partners
Oener~l'Pa~er, Kenyon Dr. Limited
Kenyon Dr. ~ A Cali/omia Ijmited Partners~p
~1~0 N. Can~
Orange Ce~ ~5
~r{.4 2~2.4c~$
Fax 714 282-2991
Financial iht-on'nation Release ln~:ormafion At~horization
Februa~ 15
Ms. S,:,snnc M. Sheffield
4590 MacAxthur Blvd.
Nc'wport Beach., California 92660
Re: Mt.MichaeL B. Sm_ah
Dear Ms. Sheffield
Mr. Smith has submitted a statcmcnt of its inter~a and qualifwmtion to thc Tustin
Community Rex~v¢lopment Ag,zncy for thc development of a community serving retail
project on a site located in the city of~n South Cen~ Redevelopmmi Project Area.
As pan of thc Propos~r's qualification scrccning proc~s, thc Agency may need to contact
you about our ban}dng/finaneing ~el~on~ip. i authoriz~ you to provide thc Agcr~y's
staff or its oonaulamt with ~c information th~ rcquirc, wi~h time underalanding that all
information provided would be kept eonfidrmtial to the ext/~ p~rm/tted by law.
~Sm/'th, Oone Partncx
K~yon Dr. !.;m/ted
Kenyon Dr. Limited, A California Limited Partnership
2190 N. Canal
Orange Ca. 92865
714.282-4918
Fax 714 282-2991
'Financial info ,r~...atio.,n Release Information.Authorization
February 15,2002
Ms. Sara Hansen
-Private Banking
18300 Von Karmen Suite 340
Irvine Ca. 92612
Re: Mr. Robert Hoff
Dear Ms. Hansen:
Mr. Hoff has submitted a 'statement of its interest and qualification to the Tustin
community Redevelopment Agency for the development, of a community serving retail
project on a site located in the city of Tustin South Central RedevelOpment Project Area.
As part of the Proposer's qualification screening process, the Agency may need to contact
you about our banking/financing relationship, I authorize you to provide.the Agency's
staff or its consultant with the information they require, with the Understanding that all ·
information provided would be kept confidential to the extent permitted by law.
Kenyon Dr. Limited
Partner
Sec.'on Three----Development Concept
Provided below are renderings of Kenyon Dr., identifying a proposed the new
entry and street parking schematic, front elevation identifying new entries and
elevations, and tot lot (play area).
Exterior: As shown, we plan to replace a portion of the siding of the
buildings to reflect a design contour of the windows. We also plan to wrap
each Window and provide coverings to the lower windows. This will
embellish each unit as we are also creating a new contour around each
fireplace and entryway. We are also planning to make the entire street into a
private community, providing for a new security entrance, including security
gate and code system. We feel this community would be better served as a
private community under one management team. This will enable us to
provide for additional parking by re-designing street parking into 90* parking
along Kenyon Dr. This should increase the number of parking spaces for the
community including handicap parking. We intend to re-landscape the entire
community providing for a new irrigation system, providing for new
landscape for each building, alongside each building in alleyways, new entry
statement for each building, and new landscape between parking areas, new
sidewalks and planter areas throughout.
We have also provided for additional amenities. They include a new club-
house/rental office, a new tot-lot (play area) and new green belt sitting areas.
We also plan to demo all wood surrounding all balconies and replace with
new rod-iron and wood trellis. The architect has provided for a new color
scheme for the neighborhood throughout, which we plan to repair and paint
each building. Lastly, we plan to repair or replace each garage door, provide a
central location for all roof mounted equipment and provide trash enclosures
throughout.
Interior: We have budgeted for new interiors to include carpet, drapes,
appliances (oven/range, dishwasher, ventilation fan), new paint throughout,
new cabinets (kitchen, bathrooms), and fix or replace HVAC Units, repair or
replace bathroom showers/tubs and fixtures.
Possibility of new construction: We are looking into the possibility of
developing additional units within the Kenyon Dr. community. Providing the
area exists, we are looking to develop an additional 35-40 units. This may be
accomplished by creating a new corridor for parking and thru traffic and
developing new units within the Kenyon Dr. fight-of- way. As mentioned,
this is only conceptual at this time and will need to be studied further.
Our preliminary plan indicates we can add an additional 10 units in the back
parking lot behind the sic tea units we already own including the lot itself.
(We have not accounted for my costs pertaining to adding additional as it is to
preliminary).
2. (Community Elevations and Proposed Recreation Area and Entrance)
(See Section 4- Presentation Materials)
Estimated Revitalization costs (Per city requirements)
a) Provided is a preliminary cost breakdown of hard costs broken out on a per
unit basis for Interiors and Exteriors. As presented, we anticipate very little
off-site costs for our plan as presented. We have also broken down landscape,
entry and clubhouse costs and recreational amenities. Also provided is
additional parking with 90* parking throughout. We have estimated all on-
site costs to be $31,935/unit or $3,225,500.
!500 SF Club House/laundry facility/office
.New Pool
Refurbish each unit/interior
Carpet, Drapes, Kitchen Equip.
Fix bathroom fixtures, Paint, Re-do Balconies
Refurbish buildings/Exterior
Change out facades, new window treatments,
New Rod Iron, Repair & Paint
~,dd entry gate with security & Structure
Make new play area for children with
play equipment
Add new landscape, Irrigation, hardscape
Repair street & add 90* parking (aprox 60)
Add storage areas
Overhead (contractor fee)
Total Rahabilitation Costs
7k/unit
$162
$100,000
$706,000
$1,212,000
$50,00(1
$75,00C
$400,000
$85,000
$25,00(1
$410,00(1
$3,225,50(,
b) Total Professional fees (Soft Costs) are estimated to be approximately
$4,708/unit or $475,500 (See details below)
e) Total Financing Fees including lender, consultant, closing and permanent fees
are approximately $6,336 unit or $640,000. (See details below)
Axchitectual and Engineering
Building Permit Fees
Legal
Insurance
Enviommental
lurvey
Overhead and Supervision
General and Administrative
Lender Fees and Consultant
Acquisition Fee
[dditional Capitalalized Interest Reserve
2losing Costs (Escrow, Alta, Perm Fee)
$45,00(1
$75,00(1
$25,00C
$10,00C
$4,oo0
$7,500
$25,000
$155,000
$129,000
$168,750
$95,950
$200,000
$175,300
d) Currently, Kenyon Dr. owns and manages 41 units on Kenyon Dr. We are in
contract for an additional 10 units for a total of 51 of the 101 units on Kenyon
Dr. We believe the land residual value for the remaining units may be as
much as $4.6 to $5.mm, pending the final acquisition prices. The current
average prices paid for our ownership, including acquisition costs are
approximately $95,500/unit.
Please note that Kenyon Dr. Limited would not provide for all these
improvements to achieve the current economic rents. We have provided this
rehabilitation budget for the City to determine what improvements they want to
achieve for the neighborhood. This budget reflects an "A-" quality community.
(Please see Re-hab budget in section 5 below)
4. As mentioned in the first section, we are willing to contribute an additional
$1,005,000 in equity for a total of $2,095,000 into the entire project (25%) of recognized
purchase price of the real estate. We have both interim financing and long term financing
provided by several lenders. One in particular is Financial Institutional Partners. They
currently have debt with Kenyon Dr. Limited for property already owned. As proposed,
we are asking the City of Tustin, Redevelopment to help with the additional re-hab,
financial and sof~ costs.
5. We have provided current market rents, a breakdown of all operating expenses,
Debt Service and capital investment return. We are concerned that the capital costs for
our equity for this project are too high, and that the project cannot afford to have such
high costs during the duration for re-habilitation and stabilization period. We
recommend that the City Redevelopment Agency provide for low cost funds as additional
help to minimize our capital, so the project can afford the time to renovate, and stabilize..
We believe we can refinance the property once stabilized, within three years from
inception. Our recommendation to the City is to provide a minimum of $1MM of low
cost funds for this purpose. Please see proforma's on the next page for both Income and
Expense, and cash flows scenarios.
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