Loading...
HomeMy WebLinkAboutRDA 03 REDEV UTT JUICE 4-6-98AGENDA DATE: .APRIL 6, 1998 RDA NO. 3 4-6-98 Inter-Com TO: FROM: SUBJECT: WILLLAM A. HUSTON, EXECUTIVE DIRECTOR REDEVELOPMENT AGENCY STAFF SOLICITATION OF A DEVELOPMENT PROPOSAL AND NEGOTIATION WITH SANDERSON J. RAY DEVELOPMENT FOR THE REDEVELOPMENT OF ~ UTT JUICE .~ ITE.. RECOMMENDATION It is recommended that the Redevelopment Agency authorize staff to solicit a development proposal and negotiate non-binding business terms between the Tustin Community Redevelopment Agency and Sanderson J. Ray Development for the redevelopment of the Utt Juice site. FISCAL IMPACT This action will have no 6irect fiscal impact on the Redevelopment Agency at this time. If a viable development proposal is developed, Agency staff would enter into an Exclusive Agreement to Negotiate with Sanderson J. Ray Development the binding terms for a Disposition and Development Agreement (DDA). The fiscal impacts of the DDA wi/1 be discussed if Agency approval of such an agreement is requested in the future. BACKGROUND AND DISCUSSION On October 20, 1997, the Tustin Community Redevelopment Agency adopted a Resolution of Necessity (Resolution No. RDA 97-6) authorizing the acquisition by eminent domain of the former Utt Juice Company site located at 191 - 195 East Main Street. Bounded by Third Street on the north, Prospect Avenue on the east, Main Street on the south, and an alleyway on the west, the site is approximately 42,500 square feet and is presently improved with two adjoining, vacant one-story structures, Agency staff released a Request for Qualifications (RFQ) for the development of the site on February 2, 1998, as the initial step in a two-step process. Over ninety RFQ packages where distributed based William A. Huston Sanderson J. Ray o Utt Juice Site RFP April 6, 1998 Page 2 on contact with development entities and in response to public advertising of the. development oppommity in the Orange County Register and the Los Angeles Times. The Agency received two submissions on March 16, 1998 in response to its solicitation. Submissions were received from Sanderson J. Ray Development and The Ball Companies. Both Orange County based finns are well qualified in developing public-private projects in ~outhern California and possess redevelopment experience on projects of comparable scale and attributes. In addition, Sanderson J. Ray has developed retail property in the' City of Tustin, at the 130,000 square feet Tustin Ranch Plaza located at Jamboree Road and Irvine Boulevard and has experience in projects involving historical structures. Based on Sanderson J. Ray's longer track record, local experience and greater capitalization of the development entity, staff seeks concurrence fi-om the Agency for solicitation of a formal development proposal from Sanderson J. Ray to fully detail the proposed project's design and financing. During this. second step in the solicitation process it is intended that non-binding business terms will be flamed for the project which will provide the. basis for executing an Exclusive Agreement to Negotiate a DDA for the property. If the solicitation of a proposal and outlin/ng of business terms results in a viable development proposal, staff would proceed to execute an Exclusive Agreement to Negotiate with Sanderson J. Ray Development. Any subsequent DDA would be~subject to future approval of the Agency. If an acceptable proposal with suitable business terms can not be achieved with Sanderson J. Ray, staff may then proceed with Soliciting a proposal and negoti~/ion of non-binding business terms with The Ball Companies. Attached is the schedule for the proposal phase of the developer selection process. Staffwill keep the Agency apprised of all negotiations. Ch stine Shmg eto ' Assistant City Man ~ag~r Attachments JD\perfitrfqk, areport James A~ braughon ~" Senior Redevelopment Project Manager William A. Huston Sanderson J. Ray -Utt Juice Site RFP April 6, 1998 Page 3 SCHEDULE OF DEVELOPER SELECTION PROCESS Perflt Property (Utt Juice) PROPOSAL PHASE April 7, 1998 Invitation for the Preparation of Proposals May 29, 1998 Agency Review and Preparation of Draft Exclusive Negotiations Agreement June 1, 1998 Agency Selection of Developer and Approval of Exclusive Negotiations Agreement June 1, 1998 - August 17, 1998 Negotiation of Disposition and Development Agreement (DDA) September 7, 1998 Agency Approval of DDA March 26, 1998 J SANDERSON RECEIVED MAR 3 0 i'" ' iT"," ~'2' ',-! ,qn i,"'~"T Mr. James Draughon Senior Project Manager City of Tustin 300 Centennial Way Tustin, CA 9.2780 Re: OLD TOWN TUSTIN PROJECT Dear Mr. Draughon: In connection with the RFQ we submitted for the 42,517 s.f. Old To~aa Tustin site, it is our intention to seek specialty retail users including restaurants for the bottom floor of the project and an appropriate amount of second floor office space which would be targeted tm~ard design groups, advertising companies and other professional service providers who would appreciate the ambience of Old Town Tustin. We would try too complement this environment by incorporating some type ofgarderffplaza feature which would lend itself to pedestrian traffic, live ente~ca'mment, etc. For the ground floor, we will be looking for one or more unique dining establishments such as a microbrewery and restaurant. Other potential users would be similar to those listed in your RFQ such as a delicatessen, bakery, coffee/juice bar. This type of specialty food store would either be comprised of individual tenants or a single more all-inclusive operation such as done on a larger scale by Trader Joe's, Bristol Farms and Mothers Market and Kitchen. We will also look into the possibility of developing a unique apparel location such as vintage clothing, antique jewelry, ere. These latter operations, while attractive uses, may not be able to pay the rent which new construction and fagade preservation may require. It is intended that the tenants will draw customers to the Old Town area rather than service the immediate area. The availability of adjacent public parking will be beneficial. Please give me a call if you would like additional information or if you would like to meet to discuss this further. Thank you for your consideration. Mr. James W. Ray 2699 White Road, Suite 150 · Irvine, California 92614 · (714) 222-5775 · Fax (714) 660-8068 March 2, 198 J SANDERSON Ms. Michele Mesh Vice President SOUTHERN CALIFORNIA BANK 4100 Newport Place, Suite 101 Newport Beach, CA 92660 Dear Ms. Mesh: Sanderson-J. Ray Development has submitted a statement of its interest and qualifications for the development of a mixed use retail and office project on a site currently being acquired by the Tustin Community Redevelopment Agency located in the City of Tustin Old Town District. As part of the developer qualification screening process, the Agency may need to contact you about our banking/financing relationship. We authorize you to provide the Agency's staff or its consultant with the information they require, with the understanding that all information provided will be kept confidential to the extent permitted by law. /--V~ery.trulyB~u~s, JCP:rg 2699 White Road, Suite 150 · Irvine, California 92614 · (714) 222-5775 · Fax (714) 660-8068 STATEMENT OF QUALIFICATIONS FOR OLD TOWN'TUSTIN SPECIALTY RETAIL PROJECT TUSTIN, CALIFORNIA MARCH 9, 1998 Prepared and Submitted by SANDERSON-J. RAY DEVELOPMENT 2699 White Road, Suite 150 Irvine~ CA 92614 (714) 222-5775 * Fax (714) 660-8068 2e e o e OLD TOWN TUSTIN RFQ TABLE OF CONTENTS Letter of Introduction Financial Statement (Under Separate Cover) Business and Financial References Development Team Members Developer: Sanderson-J. Ray Development Architect: David A Price Associates Financial Advisors: Donnelly Chase Financial Se Construction: J. Ray Construction Company March 9, 1998 SANDERSON Ms. Christine Shingleton Assistant City Manager 'City of Tustin Community Redevelopment Agency 300 Centennial Way Tustin, CA 92780 Re: OLD TOWN TUSTIN RFQ Dear Ms. Shingleton: This letter is intended to express Sanderson-J.Ray Development's ("SIRD") strong interest in putting together a qualified and committed development and management team to design, finance, build and operate a mixed use specialty center on approximately 42,500 s.f. of land owned by the City of Tustin Redevelopment Agency as more fully described in your Request for Qualifications dated February 1, 1998. Our project team includes the following members, who are well qualified to provide the services necessary to make Old Town Tustin a viable and successful undertaking: Developer: Architect Financial Advisors: Construction: Sanderson-J.Ray Development David A. Price Associates Donnelly Chase Financial J.Ray Construction Company I have enclosed information setting forth our development experience, along with background information on our key team members. Also included are financial and business references along with the requested authorization letters. I will be the primary contact person should you have any questions or require additional information. In response to the "Financial Capability" issue, I have provided a financial statement for SIRD which is to be kept confidential. The amount of debt and equity that will be needed for the proposed project cannot be determined until the scope of the project is better defined. However, SIRD anticipates no problem obtaining satisfactory financing. SJRD is not involved in any litigation of other dispute which could adversely affect the company. We are not currently developing any project that would compete with this one and we are not, nor have we been, involved in any bankruptcy or foreclosure proceedings. 2699 White Road, Suite 150 · Irvine, California 92614 · (714) 222-5775 · Fax (714) 660-8068 Ms. Christine Shingleton March 9, 1998 Page 2 Again, we are looking forward to the opportunity to work with you to create an exciting and successful commercial project which will benefit the City of Tustin. · ~/5//l/n C. Pet~Enclosures ry JCP:rg FINANCIAL STATEMENT (Under Separate Cover) BUSINESS REFERENCES FOR SANDERSON-J. RAY DEVELOPMENT CITY OF ANAHEIM REDEVELOPMENT AGENCY 201 South Anaheim Boulevard, Suite 1003 Anaheim, CA 2905 Attention: Mr. Rob Zur Schmiede Redevelopment Manager (714) 254-4300, ext. 4833 CITY OF SANTA ANA COMMUNITY DEVELOPMENT DEPARTMENT 20 Civic Center Plaza, Suite M-25 Santa Ana, CA 92701 Attention: Ms. Cindy Nelson Executive Director (714) 647-5360 CITY OF FULLERTON ECONOMIC DEVELOPMENT DEPARTMENT 303 West Commonwealth Avenue Fullerton, CA 92632 Attention: Mr. Gary Chalupsky Director (714) 738-6877 ..i CITY OF COSTA MESA DEVELOPMENT SERVICES 77 Fair Drive Costa Mesa, CA 92628 Attention: Mr. Donald D. Lamm Deputy City Manager (714) 754-5270 FINANCIAL REFERENCES FOR SANDERSON-J. RAY DEVELOPMENT TOKAI BANK OF CALIFORNIA Construction Finance Office 19200 Von Karman Avenue, Suite 400 Ia-vine, CA 92612 Attention: Ms. Celeste McDeavitt Vice President/Manager (714) 622-5556 FREMONT INVESTMENT & LOAN Commercial Real Estate 175 North Riverside Drive Anaheim, CA 92808 Attention: Ms. Sarah R. Branigan Vice President/Regional Manager (714) 283-6517 SOUTflERN CALIFORNIA BANK 4.100 Newport Place, Suite 101 NewpOrt Beach, CA 92660 Attention: Ms. Michele Mesh Vice President (714) 863-2483 BANK OF HEM_ET Commercial Real Estate 3715 Sunnyside Drive Riverside, CA 92516-0109 Attention: Ms. Trish Rozhon Senior Vice President (909) 784-5771 SANDERSON-J.P~ztY DEVELOPMENT EXECUTIVE SUMMARY Sanderson-J.Ray Development ("SJRD") has been developing successful projects in Southern California for approximately 14 years, including such recent projects as Tustin Ranch Plaza, a 130,000 s.f.. $20 million neighborhood commercial center anchored by Ralph's and Payless; Spectrum Crossroads, a 140,000 s.f. $28,000,000 home furnishings center in Irvine anchored by Sears Homelife and I.C. Penney Home Store; a $3.5 million specialty and retail office supply center in NewpOrt Beach; and a 248,000 s.f. retail center in Anaheim Hills (in planning). SIRD is owned equally by Chase O. Sanderson, Jr., James W. Ray and Michael D. Ray. John C. Pert3, is involved as a development partner on specifically identified projects. Resumes of the principals are attached hereto. SJRD has a proven record of developing quality projects, which are also financially successful. In addition, SJRD's close association with its affiliate, Y.Ray Construction Company, a leading general contractor in Southern California since 1946, gives SJRD a decisive edge in the constant effort to control costs while maintaining quality of construction. SIRD has developed projects in conjunction with the Redevelopment Agencies of Fullerton, Anaheim and Santa Ana. Please feel free to contact these cities for references. SANDERSON-J. RAY DEVELOPMENT PERSONAL RESUMES BACKGROUND AND ORGANIZATION Sanderson-J.Ray Development ("SJRD") has a proven record of developing quality projects for its clients and'realizing solid profits for its investors. The partners have developed over three million square feet of commercial, office, health care and research & development space, shopping centers, industrial buildings and historic renovations. SJRD has successfully kept pace with the changing real estate mffket because of the particular talents of its individual partners, each of which has years of experience in the full range of development activities. Yet, each partner also specializes in a major area of the development process: property acquisition and marketing, constmction coordination, legal, entitlements and financing and joint ventures. With this "team approach" to real estate development, SJRD enhances its ability to professionally execute its projects. The SJRD team is comprised of individuals with strong professional backgrounds bringing years of experience to each development project. ACQUISITION & MARKETING Chase O. SandersOn, Jr. (Yale University, B.A. Economics) identifies, acquires and markets the. real estate opportunities developed by SJRD. He worked for more than a decade at Cadillac Fairview in Southern California before forming SJRD in 1982. FINANCING & JOINT VENTURES Michael D. Ray (Occidental College, B.A. Economics, University of Sou. them California, M.B.A.) raises the investment capital and structures the financial packages for SJRD's projects. He draws upon his experience at Citibank's real estate division, where he managed a $500 million loan portfolio. CONSTRUCTION & ENGIlqEERING James "Walkie" Ray (Stanford University, B.S. Civil Engineering; University of Southern California, M.B.A.) coordinates all site planning, architectural, engineering and construction activities. He has a reputation in the construction . industry for rigorous attention to detail and excellence in construction over the past 30 years. LEGAL & ENTITLEMENTS John C. Petty (Stanford University, B.A. History/Political Science; University of Southern California, JiD.) is responsible for all legal aspects of the development and financing process. He also heads up the entitlement and permit processing connected with each project. OC PIETR O A BUSINESS LIFE$'PfLE MAGAZINE · DECEMBER 15, 1994 - JANUARY 1,1995 Chase Sanderson helps open the Tustin Ranch Plaza, the type of retail center his company, Sanderson-J. Ray, focuses on. Commercial Break Although commercial real estate has been hit by hard times, Sanderson/J. Ray Development stays ahead of the game by finding new opportunities. The commercial real estate industry be- came this decade's silent victim. Little in the way of industrial-of- fice-retail-commercial property has been built in Orange County, and the media's focus on the ups and downs of the real estate market have mostly focused on homebuilding. Almost without any coverage, several com- mercial builders have left the state or closed for business. Others quietly stopped building in the late 19S0s when they realized the com- ing storm, taking retirement to bankruptcy. A few kept looking for niche markets, find- ing them and developing property. One of those is Sanderson-J. Ray Devel- opment, an Irvine-based real estate develop- ment firm. The three partners-Chase Sanderson and brothers James "Walkie" Ray and Michael Ray- formed their company in 1982, when buildings were going up, commercial land was being built and financial institutions would grant a loan for a round of golf. That all dried up less than a decade later. How did this company supAve and thrive? The firm's booklet notes: 'q'he Sanderson-J. Ray team has successfully kept pace with the changing real estate market in Southern Call- craig Re~m::" ' ~=:By'. ~- ' fornia by meshing the particular talentS of its panners." During a luncheon interview recently, Sanderson explained some of the marc and declared: "Right now, I believe the changes Continued on page 2 .h the m~rketplace could create tremendoes op?ortunities.' ~ '~e ~o~nate sitaation of he last four ye~s w~ the glut of ~upply anti that demand had dropped off. Our projection is ~at supply is a lot closer to be- :ng absorbe&" ' leased Allernalive ~'~ Sande=~n oversaw the open- 'mg'~ oE i30,~-squ~e4oot Tustin R~cb FI~ ~ly this month. On ~ crisp mo~ng at the comer oE 7ambore: goad ~d ~ine Bo~- ';evard, R~phs supe~ket o~- cials cut ~ ribbon and beckoned ~ ~rst-time shoppers. About 30 of :)~em s~ood in line to t~e advan- tage oE s~ ~d double cou~us. -Workers ~ o~er p~ oE the com- · ;~lex, about o~e mile from the '~ ~usfin M~ket Hace, were mea- sufi~g~ hammering, p~ming and ~=omp]eti~g ot~er re~I spaces. '4 SandersonJ. Ray Develop- ' ~ent bu~ ~e complex on a ~ve-mon~ schedule. ~e com- ~pany purcn~ed the land ~om the ;[I~ne Co, which already had lease agree( , from Ralphs and PayLess ~.rug Stores, .and went to work building and getting more tenants. Sanderson says nearly 90 percent of the complex is now leased. Pay Less opens in Januao'; Boston Chicken in a few months. There will be a Hallmark store, another restaurant, other small retailers and a gas station to serve the ne~hborhood. Sanderson-J. Ray Develop- ment also is preparing to build an- other approximately 130,000- square-foot retail center in La- guna Hills off the I-5 Freeway at the Lake Forest off-ramp. This center will focus on home furnish- ings and Sanderson plans to have most of the center pre-leased by the start of construction. The company also is planning to purchase the 700,000-square- feet Lever Brothers manufactur- ing facility on 32 acres that stretches over a half mile of front- age on the I-5 Freeway in the City of Commerce. '~This is another high proflIe property that we will be able to pay a fair price to the owner by securing user interest before we finalize our purchase." In addition, the company is under contract to purchase a site in Newport Beach on MacArthur Boulevard and another property across from the Laguna Hills Mall on the I-5 Freeway for additional retail projects. "Across the marketplace, there · are opportunities," Sanderson says. "One has to be very selec- tive because there are special sim- ations." Retsil, for now, is one. That re- mains the company's focus, with some work in medical offices and a few, special projects for indus- thai space. The latter includes a planned complex in Guam. There are other signs that com- mercial development is coming back in Orange County. Surplus office space is tightening up, which may free builders in that direction after a long layoff. For example, the Irvine Co., which had not constructed an of- fice complex in the Irvine Spec- trum since 1989, announced last month that it will do so. Beech Street Corp. has leased a 62,000- square-foot building that the Irvine Co. will construct. The building is the first of 12 new ones totaling 525,000 square feet. "The E-vine S?ectru~ ~:et is strong," says Richard .~...aim, president of the company's In- vestment Properties Group. "A.nd we've set leasing records this past quarter that lead us to forecast a record year." Most telling, Sims adds, "Space is tight and growing com- panies such as Beech Street are finding they cannot meet their needs with existing inventory. "We are growing and. moving forward in setting a pace for 21st century business." In addition, a 235,000-,square- foot Entertainment Center is be- ing built at Irvine Spectrum. It will include a 21-screen, 150,000:square-foot .Edwards theater complex, tbe largest in the country. · For other developers, finding their own pace now is the key. Sanderson's Background Sanderson, who lives on the ocean in Newport Beach and surfs every day, grew up in Morristown, N.J. He attended Yale and earned a bachelor's de- gree in economics. "After my sophomore year, you would have sworn I was going to be a phLloso- phy major. But I wanted to end up with something that had util- ity.'' And he knew where he wanted to work, "I wanted to move West where the sun shines," he says. "If you choose a place to live where other people vacation, you're a couple of steps ahead of the game." He was first hired by Cabot, Cabot & Forbes, a company that pioneered the master planned in- dustrial concept. They offered him a position in Philadelphia. "I said 'Thanks, but no than.ks. Do you have anything in Califor- nia?''' They did, and he moved to Or- ange County in 2972. %¥~th Cabot, Cabot & Forbes, he was respon- sible for commercial develop- m~nt in the county. He later worked with Cadillac FaLrvicw, at one time the largest development company in North America In 1982 there ,,,,,ere two options for Sanderson, "I could either commute to LA. or go my own way." Again, lifetsyle won out. He talked with the Ray brothers, then in construction, about a part- nership. The discussion at a party prompted a business marriage. At the time, Sanderson w~s working on the acquisition of a 30-acre business park for Cadillac Fairview next to the 57 Freeway in Anaheim. He agreed to leave the company and purchase the property himself. It was the firm's first venture. Company Culture From the outset, the three part- nets used caution. Sanderson says the mindset has always been to treat a development project as ff it is the last one. Take little risk, don't run up debt. ''We've tried to be very cau- tious,'' Sanderson says. "Most of the deals we've done have been build-to-suits." That way there was no danger of building a complex in the hopes of filling it later. Projects were completed for many national companies such as Federal Express, National Educa- tion and Safeguard Business Sys- tems. But as the 1980s wore down, and the recession was rigkt around the comer, the firm exam- ined an area that was specially'ed and could suit its needs: medk:al offices. "We realized that the medical market was one that had a lot of opportunity," Sanderson recalls. So for a number of years, the company built structures for Hoag Presbyterian, Riverside Community Hospital, Kaiser Permanente, Bristol Park Medi- cal Group and others. But change, again, was in the air. 'Wqith the Clinmns (the pro- posed health-care reform), every- one in the medical industry be- came concerned about what was happening," Sanderson says. "The market really did shut down. It's now re-emerging and we're working on a number of medical deals once again." The company has been in the retail market in a small way for years. However, retail had been dominated by a few major play- ers. 'q-he network was too fight," he says. But when the recession finan- cially crushed some of them, the healthy firms had a new niche. "We weren't hanging out [finan- cially] like the others, and retail .Shoppers await the grand opening of a Ratphs supermarket in early December at th~ new Tustin Ranch Plaza. ~i'i~'~ a market we were always s~rous of entering." Sanderson explains that retail ~':.:enters, like office buildings, .'.:i~ave been gauged by a .multiple factor based on land price and :~ease rates that determines profit. 'If those multiples went side- .rays, you were high and dry," he s~'s. "%Ve've been very fortunate, ~ut we've been very cautious 3n Being Cautious · . "Thtre has not been some ca~zclysrnic event" that taught the ...c°mPanY to be more careful, : 5anderson says. Instead, caution : nas been in,airier from the be- ~nning. 'There already is enough - .6skin ourbusiness. It's inherently ~,oven in what we do. Who 'knows v'hat can happen in a city, . to a seemingly strong tenant, or ( as a result of a design flag, by an · architect?" Add to that the effects of the recession, and only those who were prepared survived. As Sanderson explains, in the eaxly 1990s through most of last year, demand for commercial and in- dustrial property fell as compa- nies closed or left California, as the aerospace and defense indus- tries toppled, capital evaporated and property was abandoned. All this created a glut of space. "It was a whipsaw effect of de- mand going down, space becom- ing available and the dumping of additional inventory because of S&L and bank failures. Prices went significantly down and there was no need to build except for specialized needs." One of those was medical of- rices. And one of those compa- nies that saw the opportunity was Sanderson-J. Ray. It makes opening days like those at the Tustin center special. "I'm fortunate that I can be proud when I go by our develop- m. ent projects," Sanderson says. · 'We've tried to be very cautious. Most of the deals we've done have been build-to-suits.' -Chase Sanderson -q David A. Price ASSOCIATES March 16, 1998 Mr. John Petry Sanderson J. Ray Development 2699 VVhite Road, Suite 150 Irvine, California 92714 Subject: Specialty Retail and Office Development, Old Town Tustin, Califomia DearJohn: Your ideas for the proposed specialty retail and office project in Old Town Tustin sounds great and is 'of special interest to us. As you know, DAPA is located in Old Town Tustin and overlooks the subject site. We also have considerable experience in retail, oMc. e, restaurant and community heritage planning projects. We would welcome the opportunity to support Sanderson J. Ray Development and believe that our combined background could energize and focus the development effort as envisioned by the City. To recap, David A. Price Associates (DAPA), Architects and Planners, has spearheaded several related project efforts as noted below: · Branson Meadows Town Center - Master plan for a mixed-use 35-acre specialty retail village in Branson, Missouri. · Zydeco Isle - Master plan for a 3.5-acre Entertainment Center Complex proposed as a centerpiece attraction at Town Center in St. Martin Resort, St. Martin Padsh, Louisiana. · Brea Hedtage Plaza - Master plan for a 55,000 square foot mixed-use retail project in downtown Brea for the Brea Redevelopment Agency. · Planet Hollywood Pavilion - Master plan for a 45,000 square foot Entertainment Center Complex in Anaheim, California for Planet Hollywood. · Wild Bill's Dinner Theater Extravaganza - 22,000 square foot dinner theater attraction in the Buena Park Entertainment Corridor in Buena Park, California, for Rank Leisure, USA. Architecture · Planning · Urban Design 333 El Camino Real, Suite 200 Tustin, CA 92780 Phone: (714) 832-1722 FAX: (714) 832-0738 E-mail: dapassoc@ earthlink.net Mr. John Petry March 12, 1998 Page 2 In addition, DAPA has provided planning and design services to numerous community development agencies including Brea, Claremont, Buena Park, Downey, Lompoc, Banning, San Dimas, Pen'is, and La Mirada. DAPA has frequently supplemented its resource capabilities with specialists in real estate development such as Harrison Pdce Company (HPC), economic planning consultants and Rengel & Company (RC), Historic Renovation Architects. DAPA and HPC have recently completed a concept planning study for the Newhall Farm & Land Company to examine the mixed-use entertainment potentials in the Magic Mountain Entertainment. In addition to RC's renovation project experience in Old Town Tustin, DAPA and RC have collaborated on a number of projects including the Brea Plunge, Brea, California, the College Avenue Residences Rehabilitation Project in Claremont, California and Palace Park, Irvine, California. With that in mind, I have enclosed brochures of the aforementioned companies as possible planning and design resources for the subject project. Again, I thank you for the opportunity to express our interest in this special assignment and we look forward to continuing discussions with you. Sincerely yours, David A. Price Associates Principal Cc: Harrison Price Richard Rengel Enclosure DONNELLY CHASE FINANCIAL Real Estate Investments March 5, 1998 Mr. John Petry Sanderson J. Ray Development 2699 Wtfite Road, Suite 150 Irvine, California 92714 Re: Old Town Tustin Specialty Center This letter will confirm our interest in as~ting you in securing the appropriate financial comm~tlxlents for your proposed Specialty Center in Old Town Tus6a. As you are aware, we have obtained over $50 million in financing for Sanderson J. Ray Development over the past two (2) years and we are confident that we will be successful in connection with thig project. Please keep me advised as to your negotiations with the City of Tustla and let me know if there is anything further we can assist you with at thig time. Sincerely, Chris Chase Donnelly Chase F'mancial CC:lma J CONSTRUCTION March 10, 1998 Mr. John C. Petty Sanderson J. Ray Development 2699 White Road, Suite 150 Irvine, CA 92614 Re: OLD TOWN TUSTIN PROJECT Dear Mr. Petry: This letter will confirm I.Ray Construction's ("J.Ray") interest in participating in the specialty retail project located in Old Town Tustin. J.Ray was founded in 1946 and has provided outstanding services to its many clients in Southern California for over two generations. Its results-oriented management team and professional staff have an ongoing commitment to price, timeliness and quality. Our state of the art systems for estimating, planning and managing each construction project ensure that every J.Ray job is completed on time and within budget. The importance of coordination among owner, developer, architect and contractor is vital. Our "pre-construction service" supplies this coordination beginning at the architect's drawing board using sophisticated analysis to provide careful estimating, budgeting, construction scheduling and value engineering. Through this process we can cut costs while preserving the integrity and quality of. the project. I have attached some examples of our projects with emphasis on historic renovation, restaurant and retail developments. If you have any additional questions, please call me. (~y your~ ~l~.rr~ pier~ll Director of Business Development JP:rg 2699 White Road · Suite 150 · Irvine, CA 92614 · (714) 660-8888 · Fax (714) 660-8068 HISTORIC RENOVATION · QUEEN MARY HOTEL · Pier J Long Beach, CA · Renovation of 400 state-rooms and public areas at the historic Queen Mary Hotel under contract with the Walt Disney Company. Scope included cataloging, preserving and reinstalling historic artifacts. LA QUINTA MOTOR INN Old Town Irvine Irvine, CA 150 room award-winning Old Town Irvine hotel property for national chain, featuring 100' rooms constructed within an existing "National Historic Register Listed" concrete grain silo and adaptive re-use of historic artifacts. CONSTRUCTION HISTORIC RENOV · KNOWLWOOD WORLD FAMOUS HAMBURGER RESTAURANT · Old Town Irvine Irvine, CA Restoration of a "National Historic Register Listed" blacksmith shop built in 1911 and its conversion into a Knowlwood Restaurant, featuring extensive adaptive re-use of historic artifacts and preservation of original finishes and materials. THE WILLMORE BUILDING RENOVATIONS · Long Beach, CA Seismic strengthening and interior restoration of historic 11-story residential condominium originally developed as The Willmore Hotel and constructed in 1928. CONSTRUCTION RENOVATION OLD SEAL BEACH CITY HALL RESTORATION & ADDITIONS Seal Beach, CA- Restoration of historic former Seal Beach City Hall and conversion into Group W cable TV. regional headquarters, "head end" facility, and TV production studio. THOMAS WINERY - RENOVATIONS AND INTERIOR IMPROVEMENTS Rancho Cucamonga, CA Restoration and adapdve re-use of historic 10.000 sf 1830's era adobe building and its conversion into specialty retail space, featuring preservation of adobe brick walls, adaptive re- use of historic artifacts. and seismic retrofit. J RAY CONSTRUCTION REsTAORANTS KNOWLWOOD WORLD FAMOUS HAMBURGERS Fullerton, CA 5.300 sf free- standing specialty chain restaurant and associated sitework including extensive outdoor dining facilities. · RUSSELE'S · Pasadena, CA · Tenant improvements for Southern California restaurant chain in the historic Old Town Pasadena retail corn plex. J CONSTRUCTION RETAIL · TUSTIN RANCH PLAZA · Tustin, CA · 12.6 acre neighborhood shopping center and associated sitework and offsite improvements, incorporating 125,000 sf of retail space and anchored by Ralph's Market and PayLess Drug Store. · MERCADO DEL LAGO Rancho Santa Margarita, CA 100,000 sf exclusive lakeside oriented ~ neighborhood shopping center anchored by Ralph's Market and Save-On Drugs. CONS RUCTION RETAIL' MALIBU COLONY SHOPPING CENTER Malibu, CA 100,000 sf tony neighborhood shopping center n the exclusive Malibu Colony area, anchored by Hughes Market and Osco Drugs, featuring award winning architecture. ° GALLERA L'ORANGE · Orange, CA 45,000 sf specialty shopping center anchored by Good Guys and Save-On Drugs featuring intricate architectural detail. ,J RAY CONS I{UCTION Ray Construction Projects sxomc a[. ov.vno.xs QUEEN MARY HOTEL RENOVATIONS & RESTORATIONS Pier J Long Beach, CA Renovation of 400 staterooms and public areas at the historic Queen Mary Hotel under contract to the Waft Disney Company. Scope included cataloging, preserving and reinstalling historical artifacts. KNOWLWOOD RESTAURANT 14952 San Canyon Avenue Irvine, CA Historic restoration of a "National Register Usted" blacksmith shop built in 1911 and its conversion into a Knowlwood Restaurant including extensive adaptive re-use of historic artifacts and preservation of original finishes. THOMAS WINERY BUILDING NEC Foothill Blvd. & Vineyard Ave. Rancho Cucamonga, CA Restoration and adaptive re-use of historic 10,000 sf 1830's era adobe building and its conversion into specialty retail space, featuring preservation of adobe bricks, hisforic artifacts and seismic retrofit. J CONSTRUCTION KNOWLWOOD .RESTAURANT 2107 E. 17th Street Santa Ana, CA 6,000 sf restoration ora lg#O's era store building and its conversion into a Know/wood Restauraqt. LA QUINTA MOTOR INN 14972 Sand Canyon Avenue Irvine, CA 150 room Old Town Irvine hotel property for national chain featuring 100 rooms constructed within an existing "National Register Listed" concrete grain silo dating back to the/ate 1890's, adaptive re-use of historic artifacts and a new 2-story wing. TIA JUANA'S LONG BAR & CAFE 14988 Sand Canyon Ave., Ste. I-4 Irvine, CA Tenant improvements for 9,500 sf Mexican themed restaurant and bar within the Old Town Irvine historic district featuring adaptive re-use of historic art/facts and compliance with state/federal mandated construction criteria. OLD TOWN IRVINE SHOPPING CENTER Sand Canyon Ave. @ Santa Ana Fwy. Irvine, CA Award winning adaptive re-use and renovation of "Nationally Register Listed" Old Town Irvine historic district including restoration of 7 existing buildings and construction of I new building. BUILDERS EXCHANGE BUILDING 200 N. Main Street Santa Ana, CA 30,000 sf renovation of historic "National Register Listed" Builders Exchange Building originally built in 1928. Basement converted to parking and gymnasium/raquetball court, floor to retail space and mezzannine, 2nd floor to professional offices. J Ray Construction Projects RESTAURANTS RUSSELL'S RESTAURANT 4327 Candlewood Street Lakewood, CA 4, 500 sf tenant improvements for Southern California restaurant chain within the Lakewood Regional Mall, RUSSELL'S RESTAURANT The Plaza at West Covina, Space 240 West Covina, CA 5, 000 sf tenant improvements for Southern California restaurant chain at the Plaza at West Covina Regional Mall. THOMAS WINERY BUILDING NEC Foothill Blvd. & Vineyard Ave. Rancho Cucamonga, CA Restoration and adaptive re-use of histor/c 10,000 sf I$30's era adobe building and its conversion into specialty retail space, featuring preservation of adobe bricks, historic artifacts and seismic retrofit. COCO'S RESTAURANT 151 Newport Center Ddve Newport Beach, CA 6, 000 sf free-standing family restaurant for national chain. JOLLY ROGER RESTAURANT Balboa Island, CA Re, nova§on of existing facility for chain family restaurant, since converted to another restaurant chain. · CONSTRUCTION RUSSELL'S RESTAURANT 30 N. Fair Oaks Avenue Pasadena, CA 2, 000 sf tenant improvements for Southern Califomia restaurant chain in the historic Old Town Pasadena complex. SNACK SHOP RESTAURANT 3446 E. Coast Hwy. Corona del Mar, CA 7, 500 sf Snack Shop Restaurant and Bakery for national chain, since converted to Cocos. TIA JUANA'S LONG BAR & CAFE 14988 Sand Canyon Ave., Ste. I-4 Irvine, CA Tenant improvements for 9,500 sf Mexican themed restaurant and bar within the Old Town Irvine historic distn'ct featuring adapbVe re-use of historic artifacts and compliance with state/federal mandated construction crite/~a. FRONTIER RESTAURANTS COMMISSARY 14518 S. Carmenita Avenue Norwalk, CA 4, 500 sf tenant improvements for restaurant commissary. LA SALSA RESTAURANT 9301 Tampa Northddge, CA 700 sf Mexican themed restaurant tenant improvements in food court at Northridge Fashion Plaza Regional Mall. Ray Construction Projects RESTAURANI$ FUDDRUCKERS RESTAURANT 1555 Adams Ave. Costa Mesa, CA Extensive renovation of a former coffee shop into an upscale national chain hamburger restaurant, since converted to Souplantation. KAM'S RESTAURANT 2600 North Tustin Ave. Santa Ana, CA 6,000 sf restaurant and associated sitework. CONSTRUCTION HARVEST HOUSE RESTAURANT 4127 Campus Drive Irvine, CA 4,000 sf health food restaurant tenant improvements at Irvine Company owned University Town Center shopping center ecross from UCL" KNOWLWOOD RESTAURANT 150 S. Harbor Blvd. Fuilerton, CA 5,300 sf free-standing specialty chain restaurant and associated sitwork including extensive outdoor dining facilities. KNOWLWOOD RESTAURANT 1521 Imperial Hwy. Anaheim, CA 5,500 sf free-standing specialty chain restaurant including extensive outdoor dining facilities. KNOWLWOOD RESTAURANT 28061 Greenfield Drive Laguna Niguel, CA 5, 000 sf free-standing speciality chain resturant including extensive outdoor dining facilities. KNOWLWOOD RESTAURANT 14952 San Canyon Avenue Irvine, CA Historic restoration of a "National Register Listed' blacksmith shop built in 1911 and its 'conversion into a Knowlwood Restaurant including extensive adaptive re-use of historic artifacts and preservation of original finishes. ORANGE INN CAFE 14962 Sand Canyon Avenue Irvine, CA' Conversion of 1930's era Ford dealership within the Old Town Irvine historic district into a "stream-line" style cafe, since converted to a Burrell's Rib Cage restaurant. KNOWLWOOD RESTAURANT · 2107 E. 17th Street Santa Ana, CA 6,000 sf restoration of a fg40's era store building and its conversion into a Knowlwood Restaurant. PIRET'S PERFECT PAN 3333 South Bdstol Street Costa Mesa, CA 5500 sf tenant improvements for restaurant and cooking school at South Coast Plaza Regional Mall. J Ray Construction Projects RE STA U RAN TS PALISADES RESTAURANT 1262 Bdstol Street Costa Mesa, CA 6, 600 sf free-standing restaurant and associated sifework, since converted to Acapulco Restaurant. SEVENTH HEAVEN RESTAURANT 3333 Bear Street Costa Mesa, CA 2,500 sf tenanf improvemehts at Crystal Court Mall. CONSTRUCTION RUSSELL'S RESTAURANT Del Amo Fashion Center Torrance, CA 2, 000 sf tenant improvements for restaurant chain at the Del Arno Fashion Center Regional Mall. d Ray Construction Projects BRISTOL AUTOPLEX 375 Bdstol Street Costa Mesa, CA 38, 000 sf automot/ve service center complex including a 4 Day 77re Store and free-standing Jiffy Lube GARDEN GROVE MALL NWC Chapman @ Brookhurst Garden Grove, CA Rehabilitation of existing 30 acre, 300,000 sf d. C. Penney anchored community shopping center including construction of 30, 000 sf new "shop space", extensive plaza treatment and new storefront/canopy. MALIBU COLONY' PLAZA NEIGHBORHOOD SHOPPING CENTER 23675 W. Malibu Road Malibu, CA 100,000 sf 'tony" neighborhood shopping center in the exclusive Malibu Colony area anchored by Hughes Market and Osco Drugs and featuring award winning architecture. OLD TOWN IRVINE SHOI~F'ING CENTER Sand Canyon Ave. @ Santa Aha Fwy. Irvine, CA Award winning adaptive re-use and renovation of "Nationally Register Listed" Old Town Irvine historic district including restoration of 7 existing buildings and construction of I new building. CONSTRUCTION GALLERIA L'ORANGE SHOPPING CENTER Chapman Ave. & Main Street Orange, CA 45,000 sf specialty shopping center anchored by Good Guys and Sav-On Drugs featuring intricate architectural detailing. HUGHES MARKET 23841 W. Malibu Road Malibu, CA 40,000 sf Hughes Market at upscale Malibu Colony Plaza neighborhood shopping center. MERCADO DEL LAGO NEIGHBORHOOD SHOPPING CENTER NWC Antonio @ Santa Margarita Parkway Rancho Santa Margarita, California 100, 000 sf exclusive lakeside oriented neighborhood shopping center anchored by Ralphs Market and Sav-on Drugs. QUEEN MARY HOTEL RENOVATIONS & RESTORATIONS Pier J Long Beach, CA Renovation of 400 staterooms and public areas at the historic Queen Mary Hotel under contract to the Walt Disney Company. Scope included cataloging, preserving and reinstalling historical artifacts. d Ray ConstructiOn Projects THE CORINTHIAN RETAIL CENTER 4341 Mac, Arthur Blvd. Newport Beach, CA 28, 000 sf specialty shopping center anchored by Staples Office Supply featuring an award winning food court building and a 144' x 16' public art mural. TIFFANY & COMPANY 3333 South Bdstol Street Costa Mesa, CA 10, 000 sf tenant improvements for exclusive jewelry and gift emporium at South Coast Plaza Regional Mall. VILLAGE DEL AMO SWC Torrance Ave. ~ Hawthorne Blvd. Torrance, CA 30 acre mixed-use retail/office/restaurant complex including speciafized provisions for active oil wells and approximately 150, 000 sf of developed buildings. CONSTRUCTION THOMAS WINERY PLAZA NEC Foothill Blvd. & Vineyard Ave. Rancho Cucamonga, CA 60, 000 ~f specialty retail center anchored by Gemels Drug Store and Irvine Farmers Market and featuring 1830's era adobe Thomas Winery Building.- TUSTIN RANCH PLAZA NEIGHBORHOOD SHOPPING CENTER NWC Jamboree Road & Irvine Blvd. Tustin, CA 12. 6 acre neighborhood shopping center and associated sitework and offsite improvements incorporating 125,000 sf of retail space and anchored by Ralph$ Market and PayLess Drug Store. BLOCKBUSTER VIDEO 13211 Jamboree Road Tustin, CA 6, 600 sf free-standing "build-to-suit" Blockbuster Video store at the Tustin Ranch Plaza neighborhood shopping center. BREA VILLAGE SOUTH SHOPPING CENTER North Impedal Hwy. @ Brea Village Blvd. Brea, CA 45,000 sf Wild West Store anchored strip center of which J. Ray built 25,000 sf of "shop space" and all s#ework. GALLERIA D'YORBA SHOPPING CENTER Yorba Linda Blvd. @ R.M. Nixon Freeway Yorba Linda, CA 14,000 sf retail shopping center and associated site development featuring intricate architectural detailing. J Ray Construction Projects J CONSTRUCTION GEMMEL PHARMACY NEC Foothill Blvd. & Vineyard Ave. Rancho Cucamonga, CA 16, 000 sf drug store tenant improvements for regional drug store chain at Thomas Winery Plaza. GOODYEAR TIRE STORE 3005 Harbor Blvd. Fountain Valley, CA 8, 000 sf retail tire store and automotive services facility. HARBOR @ COMMONWEALTH RETAIL PLAZA SEC Harbor Blvd. @ Commonwealth Ave. Fullerton, CA 7, 700 sf upgraded retail building in downtown Fullerton. HARBOR VIEW SHOPPING CENTER RENOVATIONS NEC San Miguel Dr. @ San Joaquin Hills Dr. Newport Beach, CA Exterior refurbishing and new canopy at existing Irvine Company owned neighborhood shopping center. HUNTINGTON BEACH AUTOPLEX 19300 Beach Blvd. Huntington Beach, CA 25, 000 sf automotive service center complex featuring 4 Day 77re Store and El Pollo Loco fast food restaurant. IRVINE FARMERS MARKET NEC Foothill Blvd. @ Vineyard Ave. Rancho Cucamonga, CA 25,000 sf upscaie farmers market at the Thomas Winery Shopping Center. Since converted to other use. JIFFY LUBE STORE 375 Bdstol Street Costa Mesa, CA 6,000 sf "drive-through" automotive lube shop including full basement. KALB AUTOMOTIVE CENTER 2600 Clark Avenue Long Beach, CA 2.building automotive service complex including a Tune-up & Lube Center. LA HABRA AUTOPLEX 401 E. Imperial Hwy. La Habra, CA 25,000 sf automotive service center complex featuring a 4 Day 77re Store and Jiffy Lube facility. LAUNCH PAD HANDS-ON SCIENCE CENTER 3333 South Bear Street., Ste. 323 Costa Mesa, CA 10, 000 sf specialized hands-on science center tenant improvements for non-profit Discovery Museum of Orange County within the Crystal Court Mall at. South Coast Plaza. d Ray Construction Projects VILLA MARINA CENTER SHOPS & OFFICE ADDITIONS 4335 Glencoe Ave. Marina del Ray, CA 70,000 sf mixed use addition to major shopping center including 4-screen United Artists Theatre, 42, 000 sf 2-story office/retail building and 20,000 sf 1-story "shop space". 4 DAY TIRE STORE - COSTA MESA 375 Bristol Street Costa Mesa, CA 4, 000 sf tenant improvements for regional tire store chain. A.J.'S AUTOMOTIVE ADDITION 2600 Clark Avenue Long Beach, CA Office addition to ex/sting automotive center building. B. DALTON BOOKSELLER 3333 South Bristol Street Costa Mesa, CA Tenant improvements for national chain bookstore at South Coast Plaza Mall. - CALVIN MITCH STYLIST BEAUTY SALON 4920 Barrance Parkway, Ste. B Irvine, CA 1,500 sf tenant improvements for hair/beauty salon. J CONSTI~UCTION WOODBRIDGE SQUARE BUILDING D 4920 Barrance Parkway ltv/ne, CA 4, 700 sf #shell# reta# services building within the Woodbfidge Square commercial center including build-out for drycleaner, beauty shop and acupunctudst. 4 DAY TIRE STORE - HUNTINGTON BEACH 19300 Beach Blvd. Huntington Beach, CA 4, 000 sf tenant improvements for regional tire store chain. ANDRE BELLINI SHOE STORE 3333 South Bdstol Street Costa Mesa, CA Exclusive European style shoe store tenant improvements at South Coast Plaza. B. N. GENIUS GIFT STORE 3333 South Bear Street Costa Mesa, CA 3, 500 specialty gift store at Crystal Court Mall. DELANEY FISH MARKET 630 Lido Park Dr. Newport Beach, CA Public fish market and freezing facility. d Ray Construction Projects EDWARD J. PUTNAM VETERINARIAN OFFICE T.I. 13115 Jamboree Road Tustin, CA · HORIZON BEAUTY SUPPLY 21455 Laguna Hills Mall, Space 1510 Laguna Hills, CA 2, 000 sf tenant improvements for beauty supply store in the Laguna Hills Regional Mall. MERLE NORMAN COSMETIC STORE 3333 South Bdstol Street Costa Mesa, CA 1, 500 sf tenant improvements for retail cosmetic store at South Coast Plaza Regional Mall. OLD TOWN IRVINE MODEL RAILROAD STORE 14988 Sand Canyon Avenue, Ste. I-2 Irvine, CA 2,000 sf model bain retail store tenant improvements at historic Old Town Irvine. SECOND STREET PARKING LOT 200 N. Main Street Santa Ana, CA 150 car pay parking lotto serve the adjacent Builders Exchange Building, 2nd Street Mall and the new Federal building. CONSTRUCTION EMERALD PROFESSIONAL CLEANERS 4341'MacArthur Blvd., Suite E Newport Beach, CA 1, 500 sf tenant improvements for drycleaning operation in the award winning Corinthian Retail Center. HORIZON BEAUTY SUPPLY STORE 2800 N. Main Santa Ana, CA 2, 500 sf tenant improvements at Main Place Regional Mall. OGGETTI CLOTHING STORE 3333 South Bdstol Street Costa Mesa, CA 2, 500 sf of tenant improvements for clothing store at South Coast Plaza Regional Mall. OLD TOWN IRVINE PALMIST 14980 Sand Canyon Avenue, 2nd floor Irvine, CA Tenant improvements for palm reader on the 2nd floor of the historic General Store building at Old Town Irvine. STARY-SHEETS ART GALLERY 14988 Sand Canyon Avenue, Ste. I-5 Irvine, CA' 3, 500 sf exclusive high-end art gallery tenant improvements at historic Old Town Irvine.