REQUEST FOR PROPOSAL RFP INNOVATION VILLAGE RESEARCH PARK September

REQUEST FOR PROPOSAL (RFP) INNOVATION VILLAGE RESEARCH PARK September 13, 2004 Dear Prospective Developer: Cal Poly Pomona Foundation, Inc. is seeking proposals to privately finance, design, build, lease and manage an approximate 100,000 square foot project as more fully described in Section II-B of the accompanying RFP. This project will be Phase 3 of Innovation Village Research Park at Cal Poly Pomona. Phase 1 was a Universitydeveloped 52,000 square foot incubator project. Phase 2 is the privately developed 201,000 square foot American Red Cross Biomedical Services’ Southern California Headquarters project. Innovation Village Research Park is being developed on 65 acres of land owned by California State Polytechnic University, Pomona and ground leased to the Foundation. The project is located at the South entrance to the campus on the northwest corner of Temple Avenue and Valley Boulevard. The objectives for Innovation Village include: • • • • • • Sound financial return to the University; Superior environment for technology-based companies to locate; Increased technology innovation and transfer; Enhanced reality-based teaching, learning, and research; High quality design enhancing the University environment; and Improved quality of life for the community and region. The Foundation may offer future development opportunities to the developer selected for Phase Three at its sole discretion. Interested parties can also find more information at the following websites: Innovation Village Research Park (www.innovationvillage.org), Cal Poly Pomona Foundation, Inc. (www.foundation.csupomona.edu) Cal Poly Pomona (www.csupomona.edu) and California State University (www.calstate.edu). A copy of the RFP will be posted on the Foundation website. An Informational Open House for interested developers will be held 10:00 A.M. September 23, 2004 at the Cal Poly Pomona Foundation Executive Board Conference Room. Please call (909) 869-3154 in advance to make reservations for your company if you wish to attend. Potential bidders are strongly encouraged to attend this informational meeting. Developers must submit a response as specified in the RFP on or before 4:00 P.M. October 15, 2004. Developers may be requested by the Foundation to provide clarifications to their submissions or additional detail during the review period. A tentative schedule for RFP review and developer selection is included in Section I-C of the RFP. All responses and questions pertaining to the RFP must be submitted in writing to: Stephan Lauzier, Director of Real Estate, Innovation Village RFP, Cal Poly Pomona Foundation, Inc. 3801 W. Temple Ave., Bldg-55, Pomona, CA 91768. Telephone inquiries pertaining to the RFP will not be accepted. The Foundation reserves the right to modify the decision making timeline, reject any and all submittals, advertise for new submittals, and/or terminate the RFP process. The RFP is not to be construed as a contract or a commitment of any kind, nor should it be construed to commit the Foundation or the University to pay for any costs incurred in the submission of a proposal. We appreciate your interest in this project. Very truly yours, Stephan Lauzier Director of Real Estate Cal Poly Pomona Foundation, Inc. Attachment REQUEST FOR PROPOSAL OFFICE/R&D DEVELOPMENT INNOVATION VILLAGE RESEARCH PARK - PHASE THREE CALIFORNIA STATE POLYTECHNIC UNIVERSITY, POMONA Date: September 13, 2004 Issued by: Cal Poly Pomona Foundation, Inc. REQUEST FOR PROPOSAL INNOVATION VILLAGE RESEARCH PARK TABLE OF CONTENTS I. INTRODUCTION A. Background B. Campus Benefits C. Selection Process D. Evaluation Criteria II. DESCRIPTION OF THE DEVELOPMENT OPPORTUNITY A. Innovation Village B. Phase Three Development Options C. Key Business Parameters III. PROPOSAL REQUIREMENTS A. Transmittal Letter B. Qualifications C. Initial Proposal D. Detailed Proposal Attachments 1. Location Map 2. Conceptual Site Plan 3. Board of Trustees Resolution Nov.17 1999 4. CSU System Policy for Public-Private Real Estate Partnerships 5. Ground Sub-Lease Abstract of Terms 6. “Permitted Uses” at Innovation Village I. A. BACKGROUND INTRODUCTION California State Polytechnic University, Pomona (University) is one of the 23-campus California State University system (CSU) and is located on 1,450 acres in the heart of Southern California. The University’s central location provides strategic access via 5 adjacent freeways (I-10, I-210, 57Freeway, 71-Freeway, 60-Freeway) to Los Angeles, Orange, San Bernardino, Riverside Counties. The campus is less than an hour cross-commute to three airports: Los Angeles International, Ontario International, and John Wayne-Orange County. Founded in 1938, the University has developed a strong national reputation for agriculture, engineering and biotechnology, and is one of only six polytechnic universities in the nation. The University is the only campus in the California State University with a degree program in biotechnology, now in its twelfth year. The campus features a new 107,000 square foot biotechnology wet lab teaching and research complex and also recently added a new 125,000 square foot engineering lab with teaching and research facilities. The University has set aside approximately sixty- five acres located at the northwest corner of the intersection of Temple Avenue and Valley Boulevard which it ground leases to Cal Poly Pomona Foundation, Inc., Inc. (Foundation), a 501 (c)(3) public benefit corporation which provides services to the University consistent with its educational mission. The specific purpose of this ground lease is to facilitate the development of a public-private research and technology park on the site and provide synergistic benefits to be shared by the tenants and the University. This project is known as Innovation Village Research Park (“Innovation Village”). At build-out, Innovation Village is expected to include about 1 million square feet of office, R&D, and support retail/services space. A location map identifying Innovation Village (Attachment One), and a conceptual site plan illustrating the proposed project area (Attachment Two) are included. The scope of development described above has been approved by the CSU Board of Trustees in 1999 (Attachment Three). The University is the entitling and permitting authority for the site. Specific development projects will require approval from the University and the CSU Board of Trustees (Attachment Four). Two phases totaling 253,000 square feet have already been approved by the University and its Board of Trustees: the CTTI incubator complex developed by the Foundation and the University, and funded by grants and Foundation investment; and the privately financed and developed Red Cross Biomedical Services facility. These developments are described in more detail later in this document. The Foundation believes the third phase of development should be approximately 100,000 square feet of multi- tenant office space, designed consistent with research and development space requirements. However, other options will be considered. The purpose of this Request for Proposal (“RFP”) is to select a developer for the third phase of development at Innovation Village. The scope of this project includes designing, building, leasing, managing, and privately financing the project, including parking, landscaping, and related site work. The land for this project will be ground leased to the Foundation by the University. The Foundation will in turn ground sub- lease the land to the selected developer. An abstract of the sub- ground lease is included as Attachment Three. Terms of the ground lease are also discussed in more detail in a subsequent section of the RFP. Any development proposal selected pursuant to this RFP will be subject to final approval by the Board of Trustees. B. CAMPUS BENEFITS The University and its auxiliaries work continuously to make the campus an enjoyable environment to visit, to work, to learn, and to play. The campus community takes great pride in its environs and hopes its industry partners will not only be able to share in many of the benefits of locating on campus but also be able to make a positive contribution towards making the campus a great place to learn and work. In order to enhance the University experience for tenants and employees at Innovation Village the campus has developed a program called the Affiliate Benefits program. The objective of the Affiliate Benefits program is to extend many of the privileges of campus faculty and staff to employees of companies operating in Innovation Village. Some of these benefits have applicable fees, but most such fees are similar to, or the same as, those paid by campus faculty and staff. • • • • • Day Care Center for children of employees of affiliate companies on a space available basis. Fees will apply. Campus Security. 24/7 patrol of park property. Access to Athletic programs and facilities. Fees may apply. Access to University library and data base services. Fees may apply. Access to 19 Dining Service venues including Los Olivos dining hall, Campus Center Market, Taco Bell, Panda Express, Subway, Salad Bar, Pony Express, Starbucks Coffee, Kellogg West Restaurant, and the wonderful Restaurant at The Kellogg Ranch. Note that future dining and retail services are envisioned to provide Innovation Village tenants service at build-out. Access to musical and theatrical events. Fees may apply. Access to campus noon lectures and other academic presentations. Access to Kellogg West Hotel and Conference Center services. Fees will apply. Access to Kellogg House for special events and catering services. Fees will apply. Access to customized training and educational programs through the various colleges and the College of the Extended University. Access to campus shuttle system at designated stops. Access to ASI Fitness Center. Fees will apply. Membership in Cal Poly Federal Credit Union. Access to the Foundation Housing Assistance and relocation programs. • • • • • • • • • C. SELECTION PROCESS The Foundation is adopting a two stage process for the selection of the developer of Innovation Village Phase Three. The first stage of this process is an evaluation of both the developer’s qualifications as well as an evaluation of a general development proposal. From the proposals submitted, the Foundation will select a limited number of proposers to provide a more detailed proposal for the Phase Three development project. It is not intended that this RFP process be a “beauty contest” that requires substantial architectural or engineering effort on the part of the development team. The purpose is to select a development team that understands the Foundation’s qualitative and financial goals for the project and makes a proposal that is maximally responsive to these goals. No more than conceptual planning and drawings will be necessary at the outset. Detailed plans, models, and financial projections are not required during the first stage of the selection process. Interviews with some or all of the proposers may be required at the discretion of the Foundation. In the second stage interviews of all “short- listed” developers that are invited to provide more detailed proposals will be required. The Foundation intends to move forward purposefully and efficiently with the selection process consistent with the tentative schedule presented below. September 13, 2004 September 23, 2004 September 30, 2004 October 15, 2004 Week of October 25 Week of November 1 November 7, 2004 * November 30, 2004 * Week of December 6 * * Estimated dates. RFP Issued Site Tour and University Briefing Final Day for Written Questions RFP Responses Due Optional Proposer Interviews Optional Proposer Interviews “Short list” of Finalists Announced Finalist Proposals Due Interviews with “Short Listed” Proposers Each applicant must submit six (6) printed copies of its proposal -- five bound copies and one unbound copy. No telephone, facsimile, or electronic proposals will be considered. Applicants may be required to submit electronic files of the proposal at the discretion of the University. Materials forwarded by mail should allow adequate time for delivery to ensure timely receipt on or before the deadline. All Submittals will be due and must be received by the Foundation by 4:00 pm on October 15, 2004. Any response to this RFP received after this time and date will not be considered. Please address proposals to: Mr. Stephan Lauzier Director of Real Estate Cal Poly Pomona Foundation, Inc. 3801 W. Temple Avenue, Bldg.55 Pomona, CA 91768 All submittals and accompanying documentation shall become the property of the Foundation and will not be returned. Proposals should be clearly marked with the name of the proposer on the cover and all other appropriate locations. The Foundation may use any ideas or concepts presented in any submittal. Selection or rejection of the development team does not affect this right. All materials submitted in response to this RFP will become the property of the Foundation. The Foundation reserve the right to opt not to go forward with the selection process or to modify the selection process, as it deems appropriate. Any development proposal selected pursuant to this RFP will be subject to final approval by Trustees. The development team selected at the end of this process will be invited to commence discussions that will culminate in a term sheet of business points between the parties. Some of the form and substance of that term sheet is presented in the “Key Business Parameters” section of this RFP as well as the Ground Sub-Lease Abstract that is included as Attachment Three. D. EVALUATION CRITERIA Proposals must demonstrate to the satisfaction of the University that the developer and its core team are both committed to the Innovation Village concept and have the expertise as well as human and financial resources to successfully execute the Inno vation Village project. Proposals will be evaluated based upon the following criteria: • • • • • Developer’s ability to secure private equity and debt financing for the project. Developer’s financial strength. Financial return to the Foundation and University. Experience and expertise of the personnel identified in the proposal. Experience in the finance, development, construction management, marketing, leasing, and operation of properties comparable to the project intended for Phase Three of Innovatio n Village. Marketing plan for the project, including any pre- identified tenants. (Pre-leases are not a requirement of this RFP. However, pre- leasing and/or documented tenant interest would be considered a positive factor.) • • Experience with ground leases, long-term developments, Universities, and public-private partnerships. Demonstrated ability to deliver projects similar to that proposed for Phase Three of Innovation Village in an on-time and on-budget manner. Acceptance of the Key Financial parameters specified in the RFP and in the Ground SubLease Abstract. Consistency with the “Permitted Uses” for Innovation Village contained in Attachment Six. Commitment to the spirit of the Innovation Village concept as embodied in the goals for the project outlined in the “Background” section of this RFP. References. Interview. • • • • • • The developer selection process and the development of Innovation Village itself will also be guided by the California State University System’s guidelines for Public/Private Real Estate Partnerships. These guidelines are included as Attachment Four. II. DESCRIPTION OF THE DEVELOPMENT OPPORTUNITY A. INNOVATION VILLAGE Innovation Village is a master-planned community of technology-based enterprises, created to provide a framework for fulfilling the University’s vision of a knowledge-based campus for the 21st Century. The master plan for the project envisions an environment that will be a knowledge enterprise zone where students, faculty, industry, and government can interact and focus on solutions to contemporary commercial problems through research and innovation. The resulting synergy will create the following benefits: • • • • • • Sound financial return to the Foundation and the University; Superior environment for technology-based companies to locate; Increased technology innovation and transfer; Enhanced reality-based teaching, learning, and research; High quality design enhancing the University environment; and Improved quality of life for the community and region. Programmatically, Innovation Village is to be a multi-tenant mixed-use development that will consist primarily of office and R&D space. Small amounts of retail/service development are also envisioned. Total build-out is approved for 960,000 square feet. The following information is included to provide the reader with an introduction to the project. The University provides no warranty as to its accuracy. Location A location map is included as Attachment One. Size and Shape The entirety of the Innovation Village site consists of approximately 65 acres. An additional approximately 6 acres running along the western border of the site are used for a flood control channel. At this time, approximately 40 acres remain for development. The site is generally flat. The undeveloped portion of the property is currently in agricultural use and the University is not aware of any previous non-agricultural use of the site. Entitlements The site is currently designated for Public-Private mixed- use under the Campus Master Plan. As a project that supports the academic mission of the University, Innovation Village is subject to the California State University approval process, not the local regulatory process. The City of Pomona, however, has been generally supportive of the project and the University has reviewed, and will continue to review, all plans for the project with the City on an informational basis. Innovation Village was reviewed and approved by the Trustees as a component of the Campus Master Plan in 2000. A focused EIR covering the specific Phase Three development proposal will be required. The University will be the lead Agency for the EIR process. Infrastructure Developers must perform their own investigations regarding the existence of sufficient infrastructure capacity to meet the needs of their proposal. Developer will be required to design and construct its own connections to the existing services and include all costs within its proposal. The following information is believed to be accurate but the Foundation and the University will not be liable for any discrepancies: • Water: 10” line from the University water system to the west terminating at the Kellogg Drive Turnabout; developer will be responsible for providing the appropriate water service improvements to the site. Sewer: 12” lines terminating at the Kellogg Drive turnabout; tying into the University sewer system to the west; developer will be responsible for providing the appropriate sewer service improvements to the site. Storm Drain: the first half of the Commons Area planned retention pond is constructed to receive run-off waters from parcels adjoining it and parcels to the north; Phase 3B alternate will necessitate completion of the second half of the Commons Area retention pond; runoff water is planned to be collected in the retention pond, then transferred into the San Jose Creek flood control channel to the southwest by way of a 60” pipeline; developer will be responsible for providing the appropriate storm drain improvements to the site. Power: conduit and vaults with 12Kv Edison located in the Kellogg Drive extension; developer will be responsible for providing the appropriate power service improvements to the site. Gas: 3” line for the Gas Company located in the Kellogg Drive extension from Valley Blvd.; developer will be responsible for providing the appropriate gas service improvements to the site. Phone: conduit for both Verizon and SBC located in the Kellogg Drive extension from Valley Blvd.; developer will be responsible for providing the appropriate phone service improvements to the site. Cable: conduit for ComCast located in the Kellogg Drive extension from Valley Blvd.; developer will be responsible for providing the appropriate cable service improvements to the site. • • • • • • Innovation Village Phase One -- CTTI Project The four-acre parcel located at the southeast corner of Innovation Village has been developed by the University. The Center for Training, Technology, and Incubation (CTTI), a 52,000 square foot project was completed in 2001 and houses a federally funded business incubation program, the College of the Extended University, and ancillary Foundation uses. The business incubation program occupies 65 percent of the space and includes the NASA Commercialization Center and Pomona Technology Center. The business incubation program is devoted to facilitating the commercial use of emerging technologies including those funded by NASA. Several companies in the incubator have either received funding for technology development directly from NASA or have licensed NASA technology. The incubator works closely with two NASA centers, the Jet Propulsion Laboratory (JPL) and the Dryden Flight Center. A brief description of each component is provided below: NASA Commercialization Center The 6,000-square- foot NASA Commercialization Center, jointly funded by NASA and the University, is one of two business incubators housed in CTTI. The purpose of the incubator is to help entrepreneurial companies access and develop new products and services using NASA technology. The assistance provided includes office/light assembly space, shared office practice equipment, and a broad range of business services. Staff offices take up approximately 1,200 square feet of the space, with the remaining space available for entrepreneurs. The NASA Commercialization Center is located in a 12,000-square- foot building that also houses the Center for Advanced Computer Training, with two computer classrooms and program staff. The Pomona Technology Center The 27,600 -square- foot Pomona Technology Center is the second incubator in CTTI and is funded through grants from the U.S. Economic Development Administration, California Trade and Commerce Agency and CEU. It also assists entrepreneurial companies but does not have the “NASA technology” requirement. College of the Extended University CEU is a totally self-supporting college. Providing a broad range of continuing education opportunities to University students and working professionals throughout the state, the nation, and the world. Most of its administrative staff and programs are housed in a 13,000 -square- foot building in the CTTI complex. Several of the college’s units support bus iness incubation clients by providing services such as web site design, corporate identity, and information technology. This building is shared with the Foundation’s graduate bookstore which occupies approximately 4,000 square feet. Innovation Village Phase Two -- American Red Cross Biomedical Services Facility Following an extensive search of Southern California sites, in November 2002 the American Red Cross selected Innovation Village to be the new home for a 201,000 square foot facility. This new facility consolidates the American Red Cross Southern California Biomedical Services into a new regional headquarters and becomes one of the largest blood centers in the United States. Designed by Ewing Cole and built by C.W. Driver, construction bega n on the project in the Fall of 2003 and initial occupancy is slated for early 2005. The center has facilities for on-site blood donations as well as receiving area for regional collections of blood shipped via an extensive transportation network. The American Red Cross estimates over 600 people will be employed at this facility which includes plans for future expansion. B. PHASE THREE DEVELOPMENT OPTIONS At this time, the Foundation is seeking a developer to design, finance, build, lease, and manage a third phase of development at Innovation Village. The Foundation believes that the third phase of development should be approximately 100,000 square feet with the exact size to be determined by the parties and dependant upon the particular parcel(s) selected for development. At this time, the Foundation will entertain proposals for Phase Three to be located at either of two locations within Innovation Village. The prospective locations are identified as Phase 3A and Phase 3B on the site plan included as Attachment Two with this RFP. Phase 3A seeks development of a four-story building designed to office/research and development standards along the Valley Boulevard frontage. The minimum building size for Phase 3A is anticipated to be approximately 80,000 square feet with a parking ratio of 4 spaces per 1,000 square feet. At buildout, the Valley Boulevard frontage is seen as a high-profile corporate image area. The total area with Valley Boulevard frontage is approximately 20 acres with an expected total yield of 450,000+ square feet. Phase 3B seeks development of two and three story buildings designed to comply with incubator/research and development standards including higher floor loads and floor-to-floor heights. Phase 3B is envisioned as a multi-building campus-style complex on approximately 10.8 acres with a desired total yield of 200,000+ square feet. Minimum building size is 60,000 square feet. Parking should be a minimum of 4.0 spaces per 1,000 square feet. The Foundation and the University are available to assist the selected developer with the leasing of the project by referring prospective tenants that have, or can develop, partnerships with the University. The Foundation and the University, each in its sole discretion, may offer future development opportunities to the developer selected for Phase Three, subject to approval by the Board of Trustees. C. KEY BUSINESS PARAMETERS The Foundation is committed to a financial structure for the Phase Three project that both accomplishes the Foundation’s objectives and recognizes the market realities facing the selected developer. Therefore, many of the financial terms will be open for discussion. The following required parameters, however, should be noted: • The land will not be sold. The Phase Three project will take place using a ground lease structure with the University ground leasing the land to the Foundation and the Foundation in turn ground sub- leasing the land to the developer. An abstract of certain elements of this structure, including some substantive terms, is included as Attachment Five. The Foundation and the University will not subordinate its fee interest in the land. The Foundation will accept commercially reasonable and necessary provisions to ensure the financability of the project. A commitment to the goals and objectives of the Innovation Village project is required. The Foundation will seek a financial return on the site commensurate with the market value of the land, recognizing that the financial return is influenced by the University required uses and restrictions on the development. Particular consideration will be given to proposals that may result in increased overall project FAR; however, substantial changes to the existing entitlements would require University and Trustees approval. The Foundation must have commercially reasonable approval rights over any assignment of the ground lease (or other transfer mechanism). All documents related to the transaction will contain reasonable time and performance benchmarks, with clear termination provisions for non-performance. The Foundation will pay no brokerage commissions. All prospective tenants identified by the developer must establish a partnership with the University. This relationship between prospective tenants and the University is a necessary component for proceeding with a space lease. The developer will be responsible for negotiating and executing all space leases. All improvements will revert to the Foundation at the end of the Ground Sub- lease. Any development proposal selected pursuant to this RFP will be subject to final approval by Trustees. • • • • • • • • • III. PROPOSAL REQUIREMENTS This section of the RFP contains an outline of the required proposal, including the qualifications of the development team. Proposal responses should follow the outline presented below. During the review process, the Foundation may, at its discretion, ask for supplemental information. A proposal may include proprietary information that the proposer does not want disclosed to the public. Proprietary data should be specifically identified as such on every page where the same may be contained, in which event it will be used solely for the purpose of evaluating the submittal. Reasonable care will be exercised so that the data so identified will not be disclosed without the submitter’s permission, except to the extent provided in any resulting agreement or to the extent required by law. This restriction does not limit the Trustees’ right to use or disclose any data contained in the proposal if it is obtainable from another source without restriction. A. TRANSMITTAL LETTER The Transmittal Letter should affirm your organization’s interest in Phase Three of the Innovation Village project as well as indicate your acceptance of the scope of the project and the key financial parameters as described in this RFP. The Transmittal Letter must include a brief statement regarding the developer’s choice of location, product type, proposed gross square footage, estimated date for the building(s), and rationale for these choices. The Transmittal Letter should also specify a single point of contact for future correspondences and provide all relevant contact information. Please also identify and comment upon any concerns that you may have regarding the project. The Transmittal Letter must be signed by an authorized representative of the development team B. QUALIFICATIONS Development Team Identify members of the development team and provide a brief description of the firm(s), including at minimum the following information: • • • • • Number of years in business Number of full- time employees Résumé of key staff members anticipated to be involved in this project Organizational chart of the proposing team showing roles and responsibilities Organizational chart of each identified component of the proposing team The Foundation neither expects nor requires that all of the professionals that might eventually be involved in the project need to be identified at this point. The development team could consist solely of a development company at this time. However, to the extent that a more comprehensive set of team members can be identified (e.g. architect, engineer, landscape architect, general contractor) please do so. Relevant Project Experience Provide brief descriptions of several relevant recent projects completed by the members of the development team. Of particular interest would be information relating to any public-private, research, life sciences, and other high-technology projects that the members of the proposer have developed. For each project, please include the following information, as applicable: • • • • • • • • • • • • • Project name Role of firm Owner Partners, if any Location Size Type(s) of space Date(s) developed Financing summary (debt and equity) Major tenants Financial performance to-date, including how property reserves are handled Photo Site plan Competition State whether the lead development entity is currently involved with the pre-development or development of any potentially competing projects. Describe any such project(s) and anticipated date(s) of completion. References Provide at least two financial references (e.g. lenders, equity investors) and at least two references who can discuss your ability to attract tenants similar to those who would be appropriate for Innovation Village. Optionally, you may include any other references that you believe would assist the University in evaluating your team’s qualifications for this project. Financial and Legal Data Please provide financial statements for the previous five years related to the lead member of the development team. Please also identify the particulars surrounding any delinquent loans. Indicate if any member of the development team has ever filed for bankruptcy or had projects that have been foreclosed. State whether the any member of the development team or any named individual has been involved in any litigation or other legal dispute regarding a real estate venture during the past five years. In the explanation, include information regarding the outcome of the litigation or dispute. The Foundation reserves the right to perform a credit and/or background check on any proposer and its team members. Other Material Include any other material that you believe would assist the University evaluate your team’s qualifications for undertaking Phase Three of the Innovation Village project. C. INITIAL PROPOSAL The initial proposal for the Phase Three development is intended to be somewhat conceptual in nature, as identified below. Selected “Short- listed” developers will be asked to provide a more detailed proposal later in the selection process. Legal Structure Please identify the anticipated development entity for the project. What entity (or type of entity) will negotiate with the University? What entity (or type of entity) will sign the ground sub-lease? What entity (or type of entity) will undertake the actual development? If a partnership, LLC, or the like is anticipated, please identify the general partner, managing member, etc. of the entity. The Foundation is particularly interested in provisions protecting its long-term interest in the event of a developer bankruptcy and/or default. Include any other information necessary for the Foundation to understand the legal structure you are proposing. Nature of Proposed Development The Foundation believes that the third phase of development should be approximately 100,000 square feet of multi- tenant office space, designed consistent with research and development space needs. However, other options will be considered. Other potential uses include support retail space. Please specify the following: • • • • • • • • • • Location within Innovation Village that you are proposing to develop Relationships between Phase Three project and 1) the rest of Inno vation Village, and 2) the University Campus Type of use intended; types of tenants Total square footage, broken out by type of use Number of buildings; number of stories per building Type of construction Parking solution One or more drawings illustrating the type of building(s) contemplated A conceptual site plan Base ground rent Marketing Plan/Resources Discuss your marketing plan for the Phase Three Innovation Village project. A key evaluation criterion of the University is the ability of the developer to deliver tenants that are consistent with the Innovation Village concept. Key Business Parameters Indicate your acceptance of the 1) stated scope of the project, 2) the key financial parameters as described in this RFP including the Ground Sub- lease Abstract of Terms, and 3) the public-private partnership objectives of the University. Please also include a project pro forma specifying tenant rent levels, with supporting documentation. Project Financing Conceptually identify the anticipated sources of project debt and equity financing. Indicate the extent to which this project has been discussed with potential financing source(s) and the extent to which these sources are comfortable with the proposed business terms. Project Timing Discuss the timeline required for the development of the project assuming the finalization of the Ground Sub- lease occurs March 2005. Other Material Include any other material that you believe would assist the Foundation evaluate your team’s proposal for the Pha se Three Innovation Village project. D. DETAILED PROPOSAL Selected “Short- listed” developers will be invited to make a more detailed proposal to the Foundation regarding the project. The time frame for this element of the RFP is anticipated to be the 4th quarter of 2004. The specifications for the more detailed proposal will be provided at that time. The more detailed proposal will involve additional information regarding 1) site planning, 2) building construction and costs, 3) pro forma property performance, and 4) a specific sub- ground lease rent proposal. However, this information does not need to be provided in the initial submittal. Attachment 1 Location Map Location Map Attachment 2 Conceptual Site Plan Attachment 3 Board of Trustees Resolution Nov.17 1999 MINUTES OF MEETING OF BOARD OF TRUSTEES November 17, 1999 Trustees of The California State University Office of the Chancellor Glenn S. Dumke Conference Center 401 Golden Shore Long Beach, California Trustees Present William Hauck, Chairman William D. Campbell Martha C. Fallgatter Harold Goldwhite Laurence K. Gould, Jr. Dee Dee Myers Joan Otomo-Corgel Ralph R. Pesqueira Frederick W. Pierce IV Charles B. Reed, Chancellor Michael D. Stennis Anthony M. Vitti Stanley T. Wang Trustees Absent Cruz Bustamante, Lt. Governor Gray Davis, Governor Delaine Eastin, Superintendent of Public Instruction Bob Foster Ali C. Razi Antonio Villaraigosa, Speaker of the Assembly Chancellor’s Office Staff David S. Spence, Executive Vice Chancellor and Chief Academic Officer Richard P. West, Executive Vice Chancellor and Chief Financial Officer Jackie R. McClain, Vice Chancellor, Human Resources Douglas X. Patiño, Vice Chancellor, University Advancement Christine Helwick, General Counsel Chairman Hauck called the meeting to order at 10:40 a.m. Private Sector Participation in the Development of Innovation Village, a 65-Acre Technology Park at California State Polytechnic University, Pomona (RFIN 11-99-10) Trustee Vitti moved the resolution; there was a second. The Board of Trustees approved the following resolution: RESOLVED, By the Board of Trustees of the California State University, that the trustees: 1. Support the concept of utilizing the private sector to design, finance, and construct a mixed- use, multiple building project called Innovation Village at California State Polytechnic University, Pomona as described in Agenda Item 3 of the November 15-17, 1999, meeting of the Committee on Finance and authorize the project to proceed with the understanding that additional information will be presented to the trustees at key points in the process. 2. Confirm the chancellor’s authority to enter into such agreements as are necessary to initiate the process for specific development programs to be considered by the campus, Office of the Chancellor, and the Board of Trustees; and 3. Consider the following action items for approval by the trustees at appropriate times during the development process: (a) Specific development program(s) negotiated by the campus and the developer, with the advice of the chancellor; (b) Master Plan revisions; (c) Proposed schematic plans; and (d) Environmental documents for the project. Attachment 4 CSU System Policy for Public-Private Real Estate Partnerships BRIEF Action Item Agenda Item 6 May 9-10, 2000 COMMITTEE ON FINANCE Real Property Development Projects—Revision of Policy Presentation By Brad Wells, Assistant Vice Chancellor Financial Services Summary This item requests the Board of Trustees to take action to revise the policy for the development of real property projects. Recommended Action Approval of the resolution. ITEM 2 Agenda Item 6 May 9-10, 2000 COMMITTEE ON FINANCE Real Property Development Projects—Revision of Policy Background This item revises the policy of the Board of Trustees approved in March 1994 governing the development of public/private or public/public real estate partnerships. Based on the experience of the ensuing six years, the current item is presented to more clearly state the points of responsibility and to specify the steps necessary to allow the projects to proceed in an orderly manner. The policy does not alter the process for those projects that are normally reviewed and funded as part of the CSU capital outlay process. Purpose This policy applies to projects involving long-term contractual relationships that use or develop campus real property to further the educational mission of the campus through the acquisition of physical assets, income, and/or educationally related opportunities for students and faculty. Roles and Procedures Campus presidents are responsible for the planning and execution of all matters related to real property development projects on their respective campuses. The executive vice chancellor and chief financial officer is responsible for assisting campuses in planning projects and for staff review and analysis prior to action by the Board of Trustees. The chancellor and the executive vice chancellor and chief financial officer shall make the decision if there are questions as to the applicability of the policy to a specific project. Approval of Concept Early in the process, the campus will present a conceptual plan to the Board of Trustees for approval describing the campus aspirations for a real property development project. The process leading to ultimate approval of the project by the Board of Trustee requires early and continuing involvement of the Chancellor’s Office; therefore, the campus should contact the land development review committee established by the executive vice chancellor and chief financial officer that includes finance, campus planning and legal staff at the beginning of the conceptual phase. Upon notification of the project, the executive vice chancellor and chief financial officer will issue a set of specific procedures to be used by the campus in developing the project. The letter will indicate the steps and process to be followed leading to approval of the development plan. Campuses will be responsible for notifying the land development committee of project developments as they occur. ITEM 3 Fin. Agenda Item 6 May 9-10, 2000 Approval of Development Plan Before execution of any commitments for use of the property, the campus will seek final approval of the real property development project from the trustees. An action item will be presented to the Board of Trustees that will provide detailed information on the project including: 1. an update of the conceptual plan presented to the trustees, 2. the results of due diligence studies including an assessment of risks associated with the project, 3. a summary of the important terms and conditions of all proposed substantive agreements, and 4. a multi- year financial plan. The campus will seek approval of the trustees for the development plan after all terms and conditions have been negotiated by the campus, finalized in appropriate legal documents, and reviewed and analyzed by the Chancellor’s Office. Further approvals by the board will be sought as necessary to accommodate master plan changes and schematic design review and approval. The following resolution is recommended for approval: RESOLVED, By the Board of Trustees of The California State University, that the policy and procedures for public/private (public/public) real estate partnerships approved at the March 22-23, 1994, meeting is rescinded and the chancellor is directed to issue policies and procedures regarding projects involving real property development consistent with the principles contained in Agenda Item #6 of the Committee on Finance at the May 9-10, 2000, meeting of the Board of Trustees. Attachment 5 Ground Sub-Lease Abstract of Terms ATTACHMENT FIVE INNOVATION VILLAGE RESEARCH PARK at CAL POLY POMONA GROUND SUB-LEASE ABSTRACT of TERMS This abstract is a summary of terms and intended for informational purposes only. All terms and conditions are subject to negotiation and agreement between the parties and final approval by the Board of Trustees. Owner/ Master Ground Lessor Master Ground Lessee California State Polytechnic University, Pomona (University). Cal Poly Pomona Foundation, Inc. (Foundation). The Foundation is a 501 (c)(3) public-benefit charitable non-profit organization. The University will ground lease the property to the Foundation for a term that matches or exceeds that of any Ground SubLease made by the Foundation to a Ground Sub-Lessee. See Attachment Two of the RFP: Conceptual Site Plan The Foundation will Ground Sub-Lease the property to the Ground Sub-Lessee under terms and conditions mutually agreed between the parties and subject to approval of the Board of Trustees of the University. The Foundation. A developer or end-user selected by the Foundation. 50 Years No subordination of the fee interest held by the University or the leasehold interest held by the Foundation will be allowed. The Ground Sub-Lease will contain standard mortgagee protection provisions. Provided by the University to the Foundation for use by the selected Ground Sub-Lessee. The property received approval for the use specified in the RFP as a component of the Campus Master Plan approved by the Board of Trustees of the University in July, 2000. Negotiable depending on specific use, and other terms and conditions. Master Ground Lease Term Property Ground Sub-Lease Ground Sub-Lessor Ground Sub-Lessee Term Subordination Entitlements Extension Options Ground Rent Negotiated market rate based on comparable land leased on a NNN “AS IS” basis. The rent may be reflect consideration of the project FAR, University partnering opportunities, and other factors. Rent Adjustments Standard CPI indexed adjustment, with no decreases in rent. Additional adjustments and reappraisal period are negotiable in consideration of project FAR, University partnering opportunities, and other factors. Standard charges for common area maintenance including landscaping, lighting, insurance, management, and a charge for campus security and shuttle. A non-refundable deposit in an amount of $100,000 at the time of an executed term sheet. The deposit will be applied against costs incurred by the Foundation associated with an executed Ground Sub-Lease. Any unused balance remaining from the deposit after payment of expenses will be applicable to the first month’s rent. The University is the permitting and inspection authority. The University will serve as lead agency for approvals and permits and coordinate and expedite all reviews for the Ground SubLessee. All expenses for fees and permits must be borne by the Ground Sub-Lessee and will vary depending upon the cost, complexity, and duration of the proposed project. The fees paid to University will not exceed actual costs incurred by University including pass-through costs for seismic peer review, outside plan check, fire marshal review. A detailed set of Design Guidelines and Submittal Requirements are available. All improvements will revert to the Foundation at the end of the Ground Sub-Lease. CAM Charges Deposits Fees & Permits Design Reversion Attachment 6 “Permitted Uses” at Innovation Village Approved Uses A. Statement of Intent The vision of the Park is to serve both private industry and the University as a synthesizer of new talent, discipline, research and discovery, and to develop collaborations that yield new growth and opportunities. This Declaration, an excerpt from the statement of Conditions, Covenants, and Restrictions (CC&R’s) seeks to encourage development of facilities that will house such activities as: • • • • • • • • • Research and development Pilot and prototype development; Applications employing high ratios of employees working in the sciences and engineering fields of instruction o ffered at the University Applications employing high percentages of total facilities’ areas equipped with wet laboratories, analytic, measuring, sensing and testing machinery Applications that commit new infrastructure that will benefit the long-term practical and scientific needs of the Park and the University Long -term commitments to programs for internships for undergraduate and graduate students Joint research programs with the University Corporate and regional headquarters Classrooms, lecture halls, study and laboratory applications or equipment made available for University programs B. Uses Permitted Only the following operations and uses shall be permitted on any Lot, within any Improvement and within the Project: Laboratories wet and dry; facilities for basic and applied research; testing; information processing; offices and support thereof Design, development, and fabrication and assembly of prototype production; research-based production of limited production of latest evolution products Pilot plants in which either processes or products planned for production elsewhere can be assembled, fabrica ted, tested, measured, monitored, and otherwise evaluated as part of the pre -production research studies Corporate and regional headquarters with the condition that there be a commitment to incorporating no fewer than two (2) University intern students annually or partnering with the University in other acceptable programs each year General offices, professional, commercial, personal, and retail services in full or partial support of any uses permitted in subsections 1 through 4 above, including food services, accounting and banking facilities, venture capital companies, post office and mailing or courier centers, training services, day care, legal and medical or health services facilities, and dry cleaning and laundry services provided there be no on -site plant or other chemical processes Support and incidental operations required to maintain or enable any use permitted in subsections 1 through 5 above, such as power plants, waste water treatment facilities, water pumping stations and valves, electrical transformers, waste collection facilities Common Area improvements and facilities, support services and infrastructure Any other uses reasonably related to the intended character of the Park, provided the same are first fully authorized in writing by Lessor