HomeMy WebLinkAboutItem A: West Broadway Memoranda of Understanding
EURA
UGENE RBAN ENEWAL GENCY
AIS
GENDA TEM UMMARY
Work Session: West Broadway Memorandums of Understanding
Meeting Date: July 18, 2007 Agenda Item Number: A
Department: Planning and Development Staff Contact: Denny Braud
www.eugene-or.gov Contact Telephone Number: 682-5536
ISSUE STATEMENT
The Urban Renewal Agency (URA) selected Beam Development (Beam) and KWG Development
Partners (KWG) as qualified development teams for the redevelopment of the West Broadway
Redevelopment Area (redevelopment area). The URA directed the Agency Director to initiate actions
related to agreements with the developers and to bring back negotiated agreement terms for review and
approval. The URA is asked to review and approve the Memorandum of Understanding (MOU) terms
and to direct the Agency Director to enter into the non-binding agreements with Beam and KWG.
BACKGROUND
The URA issued a Request for Qualifications (RFQ) for the redevelopment of West Broadway in
December 2006. The Eugene Redevelopment Advisory Committee (ERAC) reviewed the RFQ
responses on April 19, 2007. The URA considered the proposals on March 12 and May 14 and selected
Beam Development and KWG Development Partners as qualified development teams. The URA
directed the Agency Director to initiate actions related to agreements with the developers. (See
Attachment A: Council and URA Action History.) The redevelopment area includes three block faces
along West Broadway and the full block between the Library and Broadway.
Staff was instructed to further investigate and negotiate MOU details with the two developers. After
signing the MOUs and following additional steps for public involvement including the recommendations
from the West Broadway Advisory Committee, the parties will work to complete binding agreements.
The two developers have received the draft MOUs and discussions continue. (See Attachment B: Beam
Draft MOU and Attachment C: KWG Draft MOU.)
Next Steps
Following the MOU, there are three steps to create a binding agreement with the two developers.
1. West Broadway Advisory Committee will work with a qualified urban planner/facilitator, and the
developers, to identify preferred design elements, mix of uses, public open spaces, options for
parking, as well as a transition plan for existing businesses. The advisory committee’s process
includes multiple public meetings to provide opportunity for community input. The work will be
summarized in a report and presented to the council in September.
2. The council will review and act on final project details.
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3. Staff will negotiate binding agreements (Purchase and Sale Agreements) to be brought back for City
Council approval.
These three steps do not include the urban renewal plan amendment and Section 108/BEDI processes
that are underway and which include separate opportunities for public input.
RELATED CITY POLICIES
Future development of the redevelopment area is consistent with the policies and implementation
strategies included in the Downtown Plan, including:
Downtown development shall support the urban qualities of density, vitality, livability and
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diversity to create a downtown, urban environment.
Stimulate multi-unit housing in the downtown core and on the edges of downtown for a variety
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of income levels and ownership opportunities.
Actively pursue public/private development opportunities to achieve the vision for an active,
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vital, growing downtown.
Use downtown development tools and incentives to encourage development that provides
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character and density downtown.
Promote multi-story, mixed-use structures downtown through financial incentives or code
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amendments.
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In addition, the proposed development of the 10 and Charnelton site is responsive to the following
Growth Management Policies:
Policy 1: Support the existing Eugene Urban Growth Boundary by taking actions to increase
density and use existing vacant and under-used land within the boundary more
efficiently.
Policy 2: Encourage in-fill, mixed-use, redevelopment, and higher density development.
Policy 3: Encourage a mix of business and residential uses downtown using incentives and zoning.
Policy 10: Encourage the creation of transportation-efficient land use patterns and implementation
of nodal development concepts.
Policy 14: Development shall be required to pay the full cost of extending infrastructure and
services, except that the City will examine ways to subsidize the costs of providing
infrastructure or offer other incentives that support higher-density infill, mixed use, and
redevelopment.
Downtown Initiative –
This item is also related to two of the 2007-2008 Council Goals:Facilitate
Arts & Outdoors
significant revitalization of downtown core and – Strengthen our commitment to
community arts and outdoor assets.
AGENCY OPTIONS
1. Direct the Agency Director to enter into separate non-binding MOUs with Beam and KWG for
development in the redevelopment area, consistent with the draft MOUs included in Attachments B
and C.
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2. Direct the Agency Director to further negotiate additional terms with Beam and KWG and to bring
the issues back to the URA for consideration.
3. Discontinue negotiations and determine next steps.
AGENCY DIRECTOR’S RECOMMENDATION
The Agency Director recommends that the URA direct the Agency Director to enter into non-binding
MOUs with Beam and KWG for the redevelopment of West Broadway, consistent with the draft MOUs
included in Attachments B and C.
SUGGESTED MOTION
Move to direct the Agency Director to enter into to enter into non-binding MOUs with Beam and KWG
for the redevelopment of West Broadway, consistent with the draft MOUs included in Attachments B
and C.
ATTACHMENTS
A. Council and URA Action History: West Broadway Redevelopment Project, BEDI, Section 108, and
Downtown Urban Renewal District
B. Beam Draft MOU
C. KWG Draft MOU
FOR MORE INFORMATION
Staff Contact: Denny Braud
Telephone: 682-5536
Staff E-Mail: denny.braud@ci.eugene.or.us
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ATTACHMENT A
Council and URA Action History: West BroadwayRedevelopment Project,
BEDI, Section 108, & Downtown Urban Renewal District
1. West Broadway Redevelopment Project
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URA – 1999:
The first Request for Proposals (RFP) for the sale and development of the 10 &
Charnelton site was issued. Responses were limited, and the Urban Renewal Agency (URA)
deferred review of the responses due to pending discussion on potential sites for the new Federal
Courthouse and City Hall.
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URA – December, 2002:
URA approved the issuance of a second 10 and Charnelton RFP. In May
2003, the URA received four responses and selected the Oregon Research Institute (ORI) project.
ORI later decided to forgo the purchase and development of the site.
CC –January 9, 2006:
City Council (CC) discussed the Connor and Woolley/Opus development
proposal for West Broadway, including tools that the City Manager and staff might use to facilitate
the acquisition of property that may be needed for any comprehensive redevelopment of the West
Broadway area. The council passed a motion 7:1 to “direct the City Manager to work with Connor
and Woolley on developing a more detailed proposal related to West Broadway development to be
brought back to the council. This motion in no way endorses the concept of the proposal.” The
City Manager understood from the discussion and action that everything short of condemnation
should be pursued in order to assist in the redevelopment of the West Broadway area.
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ERAC – April 20, 2006:
Eugene Redevelopment Advisory Committee (ERAC) discussed the 10
and Charnelton RFP and encouraged a comprehensive review of how each project proposal
advances the Downtown Plan and contributes to this area of downtown.
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PC – April 24, 2006:
Planning Commission (PC) reviewed the 1999 and 2002 versions of the 10 &
Charnelton RFP and provided input regarding the issuance of a new RFP for the site. Generally,
PC encouraged use of the policies and strategies in the Downtown Plan as the primary source for
gauging desirable projects for the site. It also favored a less prescriptive RFP approach in
comparison to the 1999 criteria to attract a broad mix of possible uses, encourage creativity in the
development of the site and inspire investor confidence.
April 2006:
? Connor and Woolley/Opus announced that the West Broadway project was no
longer viable, primarily because of an inability to acquire the property needed for the
development envisioned. Following the announcement, staff began exploring ways the
City could assist in assembling land for the potential redevelopment, including the
possibility of acquiring purchase options on the properties, with the intention of bringing
the purchase options, once acquired, to the URA for direction.
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URA – May 24, 2006:
URA approved the issuance of the third 10 & Charnelton RFP:
Ms. Solomon, seconded by Ms. Ortiz, moved to approve the RFP for the sale and development
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of the 10 Avenue and Charnelton Street development site and direct the City Manager to issue
a request for proposals consistent with the preliminary schedule included in the draft RFP with
final review of the RFP responses and approval of a project for the site provided by the Urban
Renewal Agency. Vote: Passed 8:0.
~ Ms. Bettman, seconded by Mr. Kelly, moved to amend the Development Objectives to include
“As a publicly solicited project with the potential for public subsidies and incentives this
development addresses the needs of the community. More housing units and varied housing
options are needed to accommodate projected population demographics. Central housing is a
key element in the Growth Management Policies and the Downtown Plan. Downtown housing
is essential for creating the critical mass of residents to support retail and to concentrate
populations where services already exist within walking distance and where transit and
pedestrian amenities are easily and efficiently available. Housing downtown requires public
sector support in order to be competitive. Preferred proposals for the site will recognize this
development site as a rare opportunity to address the significant need for downtown housing
units by providing for multi-storied, very high density housing, preferably accommodating
ownership options as well as affordable units. Vote: Passed 7:0 (Pape not yet arrived)
~ Ms. Bettman, seconded by Mr. Kelly, moved to change the third point on page 390 of the AIS
under “Active Uses” to read as follows: “3. Major employment center for very high quality
jobs and extended hours of occupancy.” Vote: Passed 5:4 (Mr. Kelly, Ms. Bettman, Ms. Taylor,
Ms. Ortiz, and the Mayor voting in favor and Mr. Poling, Ms. Solomon, Mr. Pape and Mr.
Pryor voting in opposition.)
~ Mr. Kelly, seconded by Ms. Bettman, moved to amend the Development Objectives to delete
the third point regarding a strong relationship with key tenants. Vote: Passed 8:0.
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June 2, 2006
?: 10 and Charnelton RFP issued with a submission due date of August 15,
2006. The due date was subsequently extended to September 15, 2006. The City received
responses from Beam Development, TK Partners, and Sockeye Development.
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Memo – July 26, 2006:
Staff memo addressed the 10 & Charnelton RFP extension. The 30-day
extension was intended to be responsive to development interest in the site and maximize the
opportunity to attract quality proposals.
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ERAC – September 28, 2006:
ERAC reviewed the 10 & Charnelton RFP responses. ERAC was
expanded specifically for review of the RFP responses to include expertise in the areas of
sustainability (Josh Proudfoot, Good Company), financing (Erik Riechers, Pacific Continental
Bank), and housing development (Jim McCoy, Housing and Community Services Agency).
ERAC recommended that staff move forward with the selection of the TK Partners proposal.
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URA – October 11, 2006:
URA considered the 10 & Charnelton RFP proposals. Voting on a
motion to select a proposal was postponed until October 16, 2006.
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URA – October 16, 2006:
URA selected the TK Partners proposal for the 10& Charnelton site:
Moved to direct the Agency Director to enter into a 90-day exclusive negotiation period with
TK Partners for the sale and development of the 10th and Charnelton development site based
upon the proposal submitted and to return to the City Council, acting as the Urban Renewal
Agency, with the proposed terms of the sale and development following the negotiation period.
Vote: Passed 8:0.
ERAC – November 21, 2006:
ERAC reviewed the draft West Broadway RFQ. Committee members
provided comments on criteria and timing of the RFQ.
URA – November 27, 2006:
URA provided direction to issue an RFQ for the redevelopment of West
Broadway with approved criteria, with the following motion:
Ms. Solomon seconded by Ms. Ortiz moved to direct the Agency Director to issue a Request for
Qualifications (RFQ) for the redevelopment of West Broadway based on the draft RFQ criteria
included in this agenda item with the responses to the RFQ to be brought back to the URA for
consideration in early Spring 2007. The RFQ shall permit responses to deal with (a) property
included only in a single option agreement for example the Centre Court Building and adjacent
hole, (b) property included in more than one but less than all of the option agreements, or (c)
property included in all of the option agreements. Include an additional criterion “Consistency
with City Policies and Goals” in the RFQ evaluation criteria on council agenda packet pages
15 and 16; substitute the word “will” for the word “should” in subparagraphs 1 “Urban
Design”, 2 “Active Uses”, and 3 “Sustainable Development” in the RFQ Evaluation criteria
on council agenda packet pages15 and 16; add the phrase “and will contribute to an active
around the clock 24-hour downtown” at the end of the first sentence in the paragraph under
the heading “Active Uses” in the RFQ evaluation criteria on council agenda packet page15;
delete the words “and assistance” from subparagraph 2 under the paragraph captioned
“Public Benefit” in the RFQ evaluation criteria on page 16 of the council agenda packet; and
add the following definition of the term mixed use in the RFQ evaluation criteria “Mixed use
development refers to the practice of containing more than one type of use or activity in a
building or set of buildings or blocks. The mix of uses can vary widely but typically includes a
higher density combination of residential, commercial, industrial, office, institutional, or other
activities. The uses are typically in close proximity, pedestrian-friendly and compatible with
multi-modal transportation.” Vote: Passed 8:0.
December 8, 2006:
? West Broadway RFQ issued with a submission due date of February 9,
2007.
February 2007:
? The City received responses from Beam Development, CenterCal
Properties, Greg Bryant, KWG Development Partners, and MidTown Development.
KWG’s response addressed the entire West Broadway Redevelopment Area, as well as the
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10 and Charnelton site, with the understanding that if not selected they would move
forward with the initial TK Partners concept.
ERAC – February 23, 2007:
ERAC met to review the West Broadway RFQ responses. ERAC was
expanded specifically for review of the RFQ responses to include representation from the arts (Tina
Rinaldi), a Broadway tenant (Beth Little, Saturday Market), and a Downtown Vision Committee
member (Greg McLauchlan). ERAC concluded that KWG had the strongest response to the
objectives and criteria in the RFQ. The committee also expressed interest in the reuse potential of
the Washburne and Centre Court buildings proposed by Beam. ERAC unanimously recommended
that staff explore further the KWG and Beam responses.
URA – March 12, 2007:
URAwork session to review responses to the West Broadway RFQ. URA
recognized Beam and KWG as qualified developers. Action was taken to direct staff to work with
Beam and KWG to explore project concepts in more detail, with opportunities for community
input, and to bring the following supplemental information back to the URA for review and
approval: project cost and scale; development footprint; mix of uses; transfer of property; design
and sustainability; parking requirements; feasibility of building reuse; preservation of Centre Court
and Washburne buildings; preservation of local businesses; and level of financial participation
from the URA.
Memo – April 12, 2007:
Staff memo addressed the financial capacity of the Downtown Urban
Renewal District and the other tools to support downtown redevelopment.
CC –April 16, 2007:
Council workshop on downtown development issues. The council heard
presentations from a mix of local developers and interested parties who described development
opportunities, challenges, and policy alternatives.
ERAC – April 19, 2007:
ERAC reviewed the supplemental information submitted by Beam and
KWG. ERAC unanimously voted in favor of moving forward in a positive manner with downtown
development and concluded that the qualifications of both Beam and KWG were acceptable, with a
primary preference for awarding the project to KWG and a secondary preference for awarding the
project to Beam.
CC & URA – April 25, 2007:
Council work session on the financial tools available to support
downtown redevelopment. URA work session reviewed the supplemental information submitted
by Beam and KWG. URA deferred a decision on developer selection until after the scheduled
April 30, 2007 public workshop. However, the URA did provide direction to the Agency Director
to renew the purchase options on the Centre Court building and adjacent parcel (the hole), the
Washburne Building, and the properties under option on the south side of Broadway between Olive
and Charnelton streets (Diva to Shawmed property).
Public Workshop – April 30, 2007
: A public workshop was held to gather input on the Beam and
KWG concepts and the selection options being considered by the URA. The workshop was co-
sponsored by ERAC, Citizens for Public Accountability (CPA), and the Eugene Area Chamber of
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Commerce. Results of the workshop were included in the council packet for the May 9 meeting.
Project Tour – May 5, 2007:
The Mayor and Councilor Zalenka, along with City staff and
representatives from CPA and the Chamber, toured projects completed by Beam and KWG.
URA – May 9, 2007:
URA considered input received at the April 30, 2007 public workshop and
considered the Beam and KWG responses. Voting on a motion selected a developer was
postponed until the March 14, 2007 work session.
URA – May 14, 2007:
Council selected Beam and KWG, with the following motion:
Move to select Beam and KWG as the developers for the West Broadway project, and to direct
the Agency Director to initiate actions related to agreements with the developers; public
process that includes a citizen advisory committee with an independent urban
planner/facilitator whose work shall be completed by the end of August and presented to the
Agency in September; option agreements; financial tools; and a relocation/transition plan, all
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consistent with the Agency’s May 9 discussion, with all proposed actions, other than option
agreement renewals and extensions, brought back to the Agency for final authorization. This
motion further directs the Agency Director to secure the services of a qualified urban
planner/facilitator to oversee the public process for the West Broadway development site
footprint, and to establish a West Broadway Development Advisory Committee to work with a
qualified urban planner/facilitator, and the developers, to identify preferred design elements,
mix of uses, public open spaces, options for parking, as well as a transition plan for existing
businesses. The Agency and the Advisory Committee would also seek additional public input.
The Advisory Committee shall be composed of 11 members, appointed by the Mayor after
consulting with the City Council. In addition, the Agency Director shall secure the services of
a qualified consultant to perform market analysis and economic feasibility studies. This
research and analysis will inform the Agency and the Advisory Committee’s deliberations.
Vote:Passed 6:2 (Bettman, Taylor opposed).
June 27, 2007:
?First meeting of the West Broadway Advisory Committee (WBAC),
attended by all 11 members appointed by the Mayor.
July 2, 2007:
? HDR Town Planning, an urban planner/facilitator, was selected from the
pool of four respondents to a Request for Qualifications.
URA – May 29, 2007:
URA work session to review a preliminary West Broadway Financing Plan.
2. Brownfields Economic Development Initiative (BEDI)
IGR – May, 2005:
Intergovernmental Relations Committee (IGR) approved the Brownfields Grant
application submission.
June 2005:
?Application submitted.
January 2006:
? City received award notice for a $2 million BEDI grant to assist
redevelopment projects within the City's Downtown and Riverfront urban renewal districts.
BEDI funds must be used in conjunction with, and for projects financed by, a HUD Section
108 guaranteed loan commitment.
Memo – February 1, 2006:
Staff memo regarding “Council Assignment Response: Recently-
Awarded Brownfield Grant.”
3. HUD Section 108 Loan Guarantee Program (Section 108)
CDBG-AC – February 1 & March 1, 2006:
In accordance with application requirements, the City’s
Community Development Block Grant Advisory Committee (CDBG-AC) held two public hearings
regarding the Section 108 loan proposal. Opportunity for public comment was also made available
during a 30-day written public comment period. On March 1, 2006, the CDBG-AC unanimously
recommended submittal of the proposed $7,895,000 Section 108 application to HUD, with funding
of future projects to be reviewed by the CDBG Advisory Committee and the City Council.
CC – March 13, 2006:
Council approved Resolution No. 4860 “A resolution authorizing submission
of an application to United States Department of Housing and Urban Development (HUD) for loan
guarantee assistance and related matters.” Vote: Passed 7:0 (Absent: Taylor).
July, 2006:
? HUD selected the City’s Section 108 application for funding to create a
$9,895,000 loan pool, together with BEDI grant funds, for redevelopment projects within
the Downtown and Riverfront urban renewal districts.
Memo – December 28, 2006:
Staff memo regarding “HUD Section 108 Loan Authorization”
described the public hearing and ordinance process.
CC – February 20, 2007:
Council held a public hearing on the ordinance authorizing the use of
Section 108 as a financing tool.
CC – February 26, 2007:
Council approved the ordinance authorizing the use of the Section 108 as a
financing tool. The non-emergency ordinance established the City’s general ability to borrow for
Section 108 projects with the stipulation that individual projects be approved by council resolution
following a public hearing. Ordinance Number 20376, Council Bill Number 4938 “An ordinance
authorizing Section 108 Revenue Bonds.” Vote: Passed 7:1 (Opposed: Taylor).
Memo – April 9, 2007:
Sue Cutsogeorge informed council that the issue of a debt policy amendment
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would be brought to council as a consent calendar item on May 14.
CC – May 14, 2007:
Council approved, on consent calendar, an amendment to the City’s debt
policies regarding conduit financing.
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Public Comment – June 20 to July 20, 2007:
The 30-day public comment period started on June 20
with an advertisement in the Register Guard.
CDBG-AC – July 10, 2007:
The CDBG-AC met to review the individual project #1. They
recommended “submittal of the individual project application to HUD subject to completion of
public hearing and City Council approval of a project specific resolution.” Vote: Passed 8:0
CC – July 16, 2007:
Public hearing on the project to be funded from BEDI/HUD 108 funds.
4. Downtown Urban Renewal District
July 1968:
District originally created. The district plan has been amended four times: December
1968, November 1989, June 1998, and most recently in September 2004.
Memo – April 12, 2007:
Staff memo addressed the financial capacity of the Downtown Urban
Renewal District and other tools to support downtown redevelopment. The necessity of a plan
amendment was raised in connection with undertaking a large-scale redevelopment project.
ERAC – April 19, 2007:
ERAC viewed a presentation on the Downtown Urban Renewal District.
ERAC unanimously recommended that the Downtown District Urban Renewal Plan be amended to
increase the district’s financial capacity.
CC & URA – April 25, 2007:
Work session on the financial tools available to support downtown
redevelopment. Staff alerted council to the necessity of amending the district plan to increase
financial capacity.
Public Workshop – April 30, 2007
: A public workshop was held to gather citizen input on the Beam
and KWG concepts and the selection options being considered by the URA. The necessity of
increasing the “maximum indebtedness” in the district was presented to the workshop attendees.
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The results of the workshop were included in the council packet for the May 9 meeting.
URA – May 29, 2007:
The URA also began the process for making a substantial amendment to the
Downtown Urban Renewal Plan. The Agency passed the following motion:
Move to forward to the Planning Commission and overlapping taxing districts the proposed
amendments to the Downtown Urban Renewal Plan, consistent with the draft plan and report
included in Attachments D and E, except that the amendments shall include an increased
maximum indebtedness of $40 million, for a total of $73 million and an extension of the
termination date from June 30, 2024 to June 30, 2030. Vote: Passed 6:2 (Bettman, Taylor
opposed).
Taxing Districts Notice – June 11, 2007:
The governing bodies of taxing districts impacted by the
plan received notification.
PC – June 18, 2007:
Planning Commission met and reviewed the proposed amendments. They
moved to: “Acknowledge receipt of the plan by the Planning Commission and given the relative
completeness of the citizen involvement process, had no comments to offer.” Vote: Passed 6:0
Memo – June 21, 2007:
Staff memo provided an update on the Plan Amendment process
Public Notice – Week of June 25, 2007:
A postcard notice was mailed to every property owner in
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Eugene with information on accessing proposed plan amendments and the July 16 public hearing.
LC – June 28, 2007:
City staff met with the Lane County Finance and Audit Committee (LC) to
review the proposed plan amendments. The County sent a letter with suggested plan changes to
the City Council for deliberation when the plan amendments are considered.
CC – July 16, 2007:
Public hearing on the proposed urban renewal plan amendments.
ATTACHMENT B
Beam DRAFT Memorandum of Understanding
This Memorandum of Understanding, made and entered into this ___ day of ___,
2007, is by and between the Urban Renewal Agency of the City of Eugene (“URA”) and
Beam Development LLC (“Developer”). URA and Developer are sometimes herein
collectively referred to as the “Parties.”
RECITALS
A. URA owns or controls certain real property, consisting of approximately 3.9
acres, located in downtown Eugene, Oregon generally along West Broadway,
between Willamette Street and Charnelton Street (“URA Property”). URA has
acquired the URA Property (primarily by entering into a number of option
agreements) and may assemble additional real property located near URA Property
for purposes of redeveloping the entire West Broadway area (“West Broadway” or
the “Redevelopment Area”). The boundaries of the Redevelopment Area are
depicted on Exhibit A.
B. In conjunction with its redevelopment goals, URA issued a Request for
Qualifications (“RFQ”), seeking responses from entities interested in acquiring the
URA Property and redeveloping West Broadway. On February 9, 2007, Developer
submitted a response to the RFQ.
C. After considering all of the RFQ responses it received, URA selected Developer
and KWG Development Partners, a joint venture between Foundation Real Estate
Development, Inc.; KemperCo LLC; FLAG, LLC; and Innovative Construction
Solutions, Inc. (“KWG”) to jointly redevelop West Broadway in a cooperative fashion.
D. URA and Developer wish to enter into this non-binding Memorandum of
Understanding (“Memorandum”) to provide time for the negotiation of a Purchase
and Sale Agreement (“Agreement”) between URA and Developer and to outline a
public involvement process that will provide input to Developer’s proposed
redevelopment project. Subsequent to a period of negotiation, the Agreement will
be presented to the URA Board for review and approval.
Memorandum of Understanding
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UNDERSTANDINGS OF THE PARTIES
Developer and URA mutually acknowledge their understandings, as follows:
1. Non-binding Memorandum; Final Documentation. The Parties acknowledge that
it is in their best interest and conducive to the project proposed by Developer to
document in this Memorandum the process by which they will negotiate the terms
and conditions of the Agreement and the manner in which the public will participate
in the beginning planning stages of the project. The Parties further acknowledge
that although this Memorandum is fully intended to accurately capture and establish
all of the key points relating to such processes, this Memorandum shall not be of any
binding force and effect upon the Parties; rather, this Memorandum shall be of a
non-binding nature and effect.
Upon completion and execution of this Memorandum, the Parties will proceed
toward the negotiation, approval and execution of formal and binding documents
relating to the project, including the Agreement. The Agreement will include
conditions relating to the transfer of the URA Property, the uses associated with the
project buildings, the Parties’ respective rights and obligations relating to the design,
construction and funding of the project, a schedule and a budget, sustainability
requirements and allocations of risk. The Parties shall have no binding rights or
obligations nor will either party be bound to any course of action, unless and until
such formal documents have been negotiated, approved, executed and delivered by
and between the Parties hereto in mutually acceptable form and content.
2. Agreement – Negotiation Period. Commencing on the date of this Memorandum
and continuing for a period of ninety (90) days, the Developer and the URA will enter
into exclusive negotiations relating to terms and conditions of the Agreement and
any other documentation necessary to provide for the redevelopment of West
Broadway. The Parties wish to diligently and in good faith negotiate the terms and
conditions of the Agreement and such other documentation, if any. In the event the
Parties have not completed their negotiations within the period identified above, they
may, by consensus, elect to extend the negotiation timeframe.
3. Agreement – Negotiation Teams. The Parties have authorized the following
representatives to negotiate on their behalf:
URA: Dennis Taylor, Agency Director
Angel Jones, City Manager Pro Tem
Susan Muir, Planning & Development Director
Mike Sullivan, Community Development Division Manager
Denny Braud, Senior Development Analyst
Developer: __________________________________
__________________________________
Memorandum of Understanding
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The Parties anticipate that each of the negotiation teams will include legal advisors
and other professional consultants. Each party shall be responsible for all fees and
costs, including the fees and costs charged by team members, associated with that
party’s review and execution of this Memorandum and well as all fees and costs
associated with negotiating, approving, executing and delivering the Agreement.
Developer further understands that it is not and will not be entitled to any
compensation under this Memorandum.
4. Developer’s Proposed Project – Elements. Developer’s and KWG’s combined
proposed redevelopment projects include acquiring the URA Property under the
terms of the URA option agreements and, thereafter, demolishing or renovating a
number of existing improvements, constructing new buildings intended for a mix of
uses such as retail, rental housing including affordable housing, market rate
ownership housing, hotel, cinema, grocery and parking, making related infrastructure
improvements. More specifically, Developer intends to acquire and rehabilitate two
properties commonly known as the Centre Court Building and the Washburne
Building. Developer also intends build on the subsurface lot that is adjacent to the
Centre Court Building. Financing strategies include the use of Historic and New
Market tax credits. URA and Developer understand that this Memorandum is
intended to provide a timeline for negotiating terms and conditions of documents and
for receiving public input relating to a project that is generally consistent with
Developer’s response, including such uses. URA and Developer understand that
specific project details are not known at this time, and there are no commitments
from either party at this time regarding the final project details.
5. Advisory Committee; Public Participation. URA has created the West Broadway
Advisory Committee (“Committee”) specifically to identify preferred design elements,
mix of uses, public open spaces, options for parking, as well as a transition plan for
existing businesses. URA anticipates the Committee’s work will be completed by
the end of August 2007. Developer understands that participation by the Developer
in the Committee’s deliberations is an essential component of the public involvement
process. Developer will use its best efforts to attend a selected number of
Committee meetings. In addition to the Committee’s deliberations, the Developer
understands that up to three community-wide public workshops may be incorporated
into the public process. Developer will use its best efforts to participate in the
workshops.
6. Urban Planner/Facilitator. URA has hired HDR Inc. (“Facilitator”) to oversee the
public process for Developer’s proposed redevelopment of West Broadway,
including matters considered by the Committee. Developer will use its best efforts to
work with the Facilitator to respond to requests for information needed to advance
the Committee’s deliberations.
7. Relocation Obligations. URA and Developer understand that Developer’s
proposed project may require the relocation of tenants and businesses within West
Broadway. Developer will use its best efforts to cooperate with the URA and the
Memorandum of Understanding
-3-
Committee in the creation of a relocation plan for tenants and businesses impacted
by the proposed project.
8. Developer’s Cooperative Efforts. Developer understands that KWG has also
been selected from the RFQ responses, and that the largest portion of West
Broadway may be redeveloped by KWG. URA and Developer anticipate that KWG
and Developer intend to enter into an agreement that will outline a process for
cooperation between the separate redevelopment projects. Notwithstanding any
agreements that may be reached between Developer and KWG, URA understands
that Developer and KWG will work cooperatively and use their best efforts to achieve
scheduling and cost efficiencies between the projects during the period of
redevelopment. Notwithstanding such goals of cooperation and efficiencies, URA
and Developer acknowledge that Developer’s proposed project will be undertaken
independently of KWG’s project in that Developer and KWG will enter into separate
agreements with URA relating to their respective redevelopment efforts. These
separate agreements which will create wholly separate obligations, rights and
responsibilities of Developer and KWG. Nothing in this Memorandum is intended to
create a contractual relationship, partnership or joint venture between Developer and
KWG or to make the undertakings of Developer and URA contingent on the
redevelopment project proposed by KWG.
9. Conditions Precedent to Developer’s Redevelopment Project. The Parties
understand that Developer will need to satisfy certain conditions precedent to
redevelopment which include, a) completion of the purchase agreements/extension
of options on the Centre Court and the Washburne properties; b) completion of due
diligence relating to typical developer issues, including title, environmental,
geotechnical matters, and market substantiation; c) letters of commitment or intent
with investors and lenders and prospective tenants, respectively; and d) completion
of land use analysis demonstrating land use entitlements. URA and Developer
acknowledge these conditions, and the Parties will use their best efforts to work
together cooperatively and diligently to satisfy these conditions.
10. URA Option Agreements. URA has signed purchase option agreements on
several of the properties within West Broadway. Developer understands that URA is
under no obligation to exercise the purchase options. URA will use best efforts to
extend the purchase option terms in accordance with the purchase option
agreements, and secure purchase options on properties within West Broadway that
are not currently owned or controlled by URA.
11. Public Assistance. URA has certain redevelopment programs, tools and
incentives generally available to assist in Developer’s redevelopment of West
Broadway. URA will use best efforts to initiate the necessary processes and to
otherwise assist Developer with respect to such programs, tools and incentives.
However, the availability of such programs, tools, and the cooperation of the URA
does not obligate the URA to participate in Developer’s project at this time.
Memorandum of Understanding
-4-
12. URA Property – Reports. URA will use its best efforts to make available to
developer copies of existing URA Property information including environmental
reports, purchase option agreements, title reports and appraisals. Developer
understands that URA makes no representation or warranty with respect to the
accuracy of such information, and Developer further understands and acknowledges
that it will perform its own due diligence on the URA Property.
Urban Renewal Agency of the Beam Development LLC
City of Eugene
By:___________________________________ By:_________________________________
Dennis M. Taylor, Director
Date: ________________________________ Date:_______________________________
Memorandum of Understanding
-5-
ATTACHMENT C
KWG DRAFT Memorandum of Understanding
This Memorandum of Understanding, made and entered into this ___ day of ___,
2007, is by and between the Urban Renewal Agency of the City of Eugene (“URA”) and
KWG Development Partners, a joint venture between Foundation Real Estate
Development, Inc.; KemperCo LLC; FLAG, LLC; and Innovative Construction Solutions,
Inc. (“Developer”). URA and Developer are sometimes herein collectively referred to as
the “Parties.”
RECITALS
A. URA owns or controls certain real property, consisting of approximately 3.9
acres, located in downtown Eugene, Oregon generally along West Broadway,
between Willamette Street and Charnelton Street (“URA Property”). URA has
acquired the URA Property (primarily by entering into a number of option
agreements) and may assemble additional real property located near URA Property
for purposes of redeveloping the entire West Broadway area (“West Broadway” or
“Redevelopment Area”). The boundaries of the Redevelopment Area are depicted
on Exhibit A.
B. In conjunction with its redevelopment goals, URA issued a Request for
Qualifications (“RFQ”), seeking responses from entities interested in acquiring the
URA Property and redeveloping West Broadway. On February 9, 2007, Developer
submitted a response to the RFQ.
C. After considering all of the RFQ responses it received, URA selected Developer
and Beam Development LLC (“Beam”) to jointly redevelop West Broadway in a
cooperative fashion.
D. URA and Developer wish to enter into this non-binding Memorandum of
Understanding (“Memorandum”) to provide time for the negotiation of a Purchase
and Sale Agreement (“Agreement”) between URA and Developer and to outline a
public involvement process that will provide input to Developer’s proposed
redevelopment project. Subsequent to a period of negotiation, the Agreement will
be presented to the URA Board for review and approval.
UNDERSTANDINGS OF THE PARTIES
Developer and URA mutually acknowledge their understandings, as follows:
1. Non-binding Memorandum; Final Documentation. The Parties acknowledge that
it is in their best interest and conducive to the project proposed by Developer to
document in this Memorandum the process by which they will negotiate the terms
and conditions of the Agreement and the manner in which the public will participate
in the beginning planning stages of the project. The Parties further acknowledge
that although this Memorandum is fully intended to accurately capture and establish
all of the key points relating to such processes, this Memorandum shall not be of any
binding force and effect upon the Parties; rather, this Memorandum shall be of a
non-binding nature and effect.
Upon completion and execution of this Memorandum, the Parties will proceed
toward the negotiation, approval and execution of formal and binding documents
relating to the project, including the Agreement. The Agreement will include
conditions relating to the transfer of the URA Property, the uses associated with the
project buildings, the Parties’ respective rights and obligations relating to the design,
construction and funding of the project, a schedule and a budget, sustainability
requirements and allocations of risk. The Parties shall have no binding rights or
obligations nor will either party be bound to any course of action, unless and until
such formal documents have been negotiated, approved, executed and delivered by
and between the Parties hereto in mutually acceptable form and content.
2. Agreement – Negotiation Period. Commencing on the date of this Memorandum
and continuing for a period of ninety (90) days, the Developer and the URA will enter
into exclusive negotiations relating to terms and conditions of the Agreement and
any other documentation necessary to provide for the redevelopment of West
Broadway. The Parties wish to diligently and in good faith negotiate the terms and
conditions of the Agreement and such other documentation, if any. In the event the
Parties have not completed their negotiations within the period identified above, they
may, by consensus, elect to extend the negotiation timeframe.
3. Agreement – Negotiation Teams. The Parties have authorized the following
representatives to negotiate on their behalf:
URA: Dennis Taylor, Agency Director
Angel Jones, City Manager Pro Tem
Susan Muir, Planning & Development Director
Mike Sullivan, Community Development Division Manager
Denny Braud, Senior Development Analyst
Developer: Thomas Kemper, KemperCo, LLC
Bruce Wood, Foundation Real Estate Development
The Parties anticipate that each of the negotiation teams will include legal advisors
and other professional consultants. Each party shall be responsible for all fees and
costs, including the fees and costs charged by team members, associated with that
party’s review and execution of this Memorandum and well as all fees and costs
associated with negotiating, approving, executing and delivering the Agreement.
Developer further understands that it is not and will not be entitled to any
compensation under this Memorandum.
4. Developer’s Proposed Project – Elements. Developer’s proposed redevelopment
project includes acquiring the URA Property under the terms of the URA option
agreements and, thereafter, demolishing a number of existing improvements,
constructing new buildings intended for a mix of uses such as retail, rental housing
including affordable housing, market rate ownership housing, hotel, cinema, grocery
and parking, making related infrastructure improvements and potentially renovating
existing structures. URA and Developer understand that this Memorandum is
intended to provide a timeline for negotiating terms and conditions of documents and
for receiving public input relating to a project that is generally consistent with
Developer’s response, including such uses. URA and Developer understand that
specific project details are not known at this time, and there are no commitments
from either party at this time regarding the final project details.
5. Advisory Committee; Public Participation. URA has created the West Broadway
Advisory Committee (“Committee”) specifically to identify preferred design elements,
mix of uses, public open spaces, options for parking, as well as a transition plan for
existing businesses. URA anticipates the Committee’s work will be completed by
the end of August 2007. Developer understands that participation by the Developer
in the Committee’s deliberations is an essential component of the public involvement
process. Developer will use its best efforts to attend a selected number of
Committee meetings. In addition to the Committee’s deliberations, the Developer
understands that up to three community-wide public workshops may be incorporated
into the public process. Developer will use its best efforts to participate in the
workshops.
6. Urban Planner/Facilitator. URA has hired HDR Inc. (“Facilitator”) to oversee the
public process for Developer’s proposed redevelopment of West Broadway,
including matters considered by the Committee. Developer will use its best efforts to
work with the Facilitator to respond to requests for information needed to advance
the Committee’s deliberations.
7. Relocation Obligations. URA and Developer understand that Developer’s
proposed project may require the relocation of tenants and businesses within West
Broadway. Developer will use its best efforts to cooperate with the URA and the
Committee in the creation of a relocation plan for tenants and businesses impacted
by the proposed project.
8. Developer’s Cooperative Efforts. Developer understands that Beam
Development (“Beam”) has also been selected from the RFQ responses, and that a
portion of West Broadway may be redeveloped by Beam. URA and Developer
understand that Beam and Developer intend to enter into an agreement that will
outline a process for cooperation between the separate redevelopment projects.
Notwithstanding any agreements that may be reached between Developer and
Beam, URA understands that Developer and Beam will work cooperatively and use
their best efforts to achieve scheduling and cost efficiencies between the projects
during the period of redevelopment. Notwithstanding such goals of cooperation and
efficiencies, URA and Developer acknowledge that Developer’s proposed project will
be undertaken independently of Beam’s project in that Developer and Beam will
enter into separate agreements with URA relating to their respective redevelopment
efforts which will create wholly separate obligations, rights and responsibilities of
Developer and Beam. Nothing in this Memorandum is intended to create a
contractual relationship, partnership or joint venture between Developer and Beam
or to make the undertakings of Developer and URA contingent on the
redevelopment project proposed by Beam.
9. Conditions Precedent to Developer’s Redevelopment Project. In its response to
the RFQ, Developer outlined conditions precedent to redevelopment which included,
a) completion of the purchase agreements/extension of options on properties; b)
completion of due diligence relating to typical developer issues, including title,
environmental, geotechnical matters, and market substantiation; c) letter of intent
with a cinema company for multiplex theatre; d) letter of intent with a grocer; and e)
completion of land use analysis demonstrating land use entitlements. URA and
Developer acknowledge these conditions, and the Parties will use their best efforts
to work cooperatively and diligently to satisfy these conditions.
10. URA Option Agreements. URA has signed purchase option agreements on
several of the properties within West Broadway. Developer understands that URA is
under no obligation to exercise the purchase options. URA will use best efforts to
extend the purchase option terms in accordance with the purchase option
agreements, and secure purchase options on properties within West Broadway that
are not currently owned or controlled by URA.
11. Public Assistance. URA has certain redevelopment programs, tools and
incentives generally available to assist in Developer’s redevelopment of West
Broadway. URA will use best efforts to initiate the necessary processes and to
otherwise assist Developer with respect to such programs, tools and incentives.
However, the availability of such programs, tools, and the cooperation of the URA
does not obligate the URA to participate in Developer’s project at this time.
12. URA Property – Reports. URA will use its best efforts to make available to
developer copies of existing URA Property information including environmental
reports, purchase option agreements, title reports and appraisals. Developer
understands that URA makes no representation or warranty with respect to the
accuracy of such information, and Developer further understands and acknowledges
that it will perform its own due diligence on the URA Property.
Urban Renewal Agency of the KWG Development Partners, LLC
City of Eugene
By:_________________________________
By:___________________________________ Thomas Kemper
Dennis M. Taylor, Director
Date:
Date: ________________________________ _______________________________