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Home My WebLink AboutD-1 - Block 36 Developer Presentations and SelectionSCHEDULED ITEM D-1 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER FROM: KURT E. CHRISTIANSEN, FAICP, ECONOMIC AND COMMUNITY DEVELOPMENT DIRECTOR DATE: MAY 16, 2016 SUBJECT: SOUTHEAST CORNER OF FOOTHILL BOULEVARD AND AZUSA AVENUE (“BLOCK 36”) DEVELOPER PRESENTATIONS AND SELECTION SUMMARY: On April 25, 2016, the City Council held a Special Meeting to receive presentations from the Charles Company and Serrano Development Group, the two (2) finalists to develop Block 36, at the corner of Foothill Boulevard and Azusa Avenue. Since it appeared both developers had modified their original proposals, the City Council voted to continue the item to May 2, 2016, regular City Council Meeting. At the meeting of May 2, 2016, the City Council, upon receiving a request from Council Member Macias for a continuance of the item, decided to postpone further discussion of the item until the meeting of May 16, 2016. The City Council further directed Staff to have each developer provide a term sheet outlining all verbal commitments in order for a comparison of benefits of each proposal. RECOMMENDATION: Staff recommends that the City Council take the following actions: 1)Allow each developer to make a brief presentation regarding their Term Sheet and proposed project; and 2)Select a developer for the Block 36 project and direct Staff to bring back an Exclusive Negotiation Agreement for City Council consideration. DISCUSSION: On November 16, 2015, the City Council authorized Staff to release a Request for Proposals (RFP) for development of a mixed-use project on the southeast corner of Foothill Boulevard and Azusa Avenue, commonly known as Block 36. The RFP was released to interested developers on November 17, 2015 and responses were due on December 15, 2015. Seven (7) proposals were received by the due date. Staff and the City’s consultant, Kosmont Companies, reviewed the proposals and invited all seven (7) proposers to an interview. Two of the proposers, AMCAL and Champion Development, withdrew from APPROVED COUNCIL MEETING 5/16/2016 Block 36 Developer Selection May 16, 2016 Page 2 the process. On February 4, 2016, the City Council selected Council Members Gonzales and Macias to serve on an Ad Hoc Committee to review the remaining proposals. The Ad Hoc Committee conducted interviews of the remaining five proposers on February 16 and 17, 2016. After reviewing the proposals and conducting the interviews, the Ad Hoc Committee narrowed the field to two (2) finalists and held a subsequent Ad Hoc Committee meeting on March 23, 2016 to discuss each proposal. The Ad Hoc Committee was unable to reach consensus on which of the two (2) finalists to recommend to the City Council. As a result, the two (2) finalists, Charles Company and Serrano Development Group, were invited to make a presentation to the City Council at the April 25, 2016, Special City Council Meeting, and to answer any questions regarding their proposal. During the presentations, it became apparent that both developers had modified their proposals since the last Ad Hoc Committee meeting. In light of these changes, the City Council voted to continue the item to their May 2, 2016 regular City Council meeting to allow Staff to obtain additional information from each developer and to seek clarification regarding their proposals. At the May 2, 2016 meeting the City Council received a request from Council Member Macias to continue the item due to his absence from the meeting. The City Council voted to continue the item to the regular City Council Meeting on May 16, 2016 and directed Staff to obtain a written term sheet from both developers outlining their proposal and key business terms being offered, including letters of interest from potential retail tenants. A request for a written Term Sheet was sent to each developer with a deadline of 5:00 p.m. May 11, 2016. As of the deadline, the City received a Term Sheet from Serrano Development Group. The following is an outline of their revised proposal changes: •Serrano Development Group Proposal Buyer –Azusa Block 36, LLC o Entity Members Laemmle Development Group, Inc. Serrano Partners Investment Fund, LLC PCHD Development Fund I, LLC Purchase Price o $2,734,000 Deposit o $250,000 – Becomes non-refundable upon expiration of the Due Diligence Period. Source of Funds o No Public Subsidy Equity (14.9 Million) – Funding 100% by Entity Members Debt (27.7 Million) – Construction Financing Due Diligence Period o 30 Days Closing Timing o Ten Days after expiration of Due Diligence Period Proposed Project Description o 5-Screen, 10,000 square foot Laemmle Theatre o Approximately 33,000 Square Feet of Ground Floor Retail and Restaurant Block 36 Developer Selection May 16, 2016 Page 3 o 108 Residential Units on Levels 2-4 o Bank of America included within the site o Public Plaza on the Corner of Azusa Avenue and Foothill Boulevard.  Proposed Project Schedule o 31 months from execution of Purchase and Sale Agreement  Other Relevant Terms o Laemmle Theatre Operating Covenant – 10 years, with a provision that Laemmle can terminate the Covenant if the theatre is not profitable. o Density Reduction – Willing to reduce the number of units to 89 (20 unit reduction) if there was a corresponding reduction in the proposed land price to reflect its new fair market value with the imposed reduction in density. A full copy of the Term Sheet package from Serrano Development is attached to this report. The package includes Lease Agreement with Laemmle Theatre, full site of detailed plans, a fully developed schedule, and community support petitions • Charles Company Proposal The Charles Company did not submit their term sheet by the set deadline of 5:00 pm Wednesday, May 11, 2016. As a result, Staff was unable to incorporate any details of their Term Sheet into the Staff Report. If the Charles Company provides a Term Sheet prior to the publication of the agenda it will be submitted as an attachment to this report. Staff recommends that each developer be afforded the opportunity to make a brief presentation outlining their Term Sheet and proposed projects at the meeting. Following these presentations and any subsequent questions, it is recommended that the City Council select a developer for the Block 36 project and direct Staff to bring back an Exclusive Negotiation Agreement for City Council consideration. FISCAL IMPACT: There is no fiscal impact related to the project at this time. Once the process is completed, the City owned property will be sold to the successful developer. Prepared by: Reviewed and Approved: Kurt E. Christiansen, FAICP Louie F. Lacasella Economic and Community Development Director Management Analyst Reviewed and Approved: Troy L. Butzlaff, ICMA-CM City Manager Attachments: 1) Serrano Development Group Proposal 2) Charles Company Proposal (if received prior to publication of agenda) 500 North Brand Boulevard, Suite #2120, Glendale, CA 91203 (818) 396-8880 (p) (818) 242-6304 (f) www.serranodevelopment.com May 11, 2016 Mr. Troy Butzlaff City of Azusa 213 E. Foothill Blvd. Azusa, CA 91702 Re: Term Sheet: "Block 36" Azusa - Laemmle Theatre Mixed-Use Project Dear Mr. Butzlaff, On behalf of Serrano Development Group, Inc (SDG), Laemmle Theatres, LLC (Laemmle) and Pacific Coast Housing Development, LLC (PCHD), I am pleased to submit the Term Sheet for the development of the 2.24 acre site in Downtown Azusa, referred to as "Block 36". This letter seeks to provide additional information and analysis on the matters listed below: 1.Buyer (type of entity) 2.Purchase price 3.Deposit (when non-refundable) 4.Source of funds (no public subsidy) 5.Due diligence period 6.Due diligence and closing contingencies 7.Closing timing 8.Expected Obligations of City (if applicable) 9.Proposed project description 10.Proposed project schedule 11.Other relevant terms (covenants, buy back provisions, etc.) 12.Lease Agreement with Anchor Tenant 13.Retailer Letters of Intent 14.Community Support - Petitions We remain extremely excited about the prospects of developing Block 36 with a first class mixed use project anchored by a premier art-house movie theatre operator in Laemmle Theatres. We respectfully ask for your consideration of our project. We believe it offers the best combination of uses to realize the vision of revitalization in Downtown Azusa. Please feel free to call me if you have any additional questions or would like to discuss further. Sincerely, Serrano Development Group, Inc. Jason Tolleson Principal Note: Jason Tolleson is an Authorized Agent of Serrano Development Group and may make legal binding commitments on its behalf. ATTACHMENT 1 500 North Brand Boulevard, Suite #2120, Glendale, CA 91203 (818) 396-8880 (p) (818) 242-6304 (f) www.serranodevelopment.com 1.Buyer (type of entity): Azusa Block 36, LLC, a California Limited Liability Corporation Entity Managers: Serrano Development Group, Inc. Pacific Coast Housing Development, LLC Entity Members: Laemmle Azusa, LLC Serrano Partners Investment Fund I, LLC PCHD Development Fund I, LLC 2.Purchase Price :Two Million Seven Hundred Thirty Four Thousand Dollars ($2,734,000) 3.Deposit: Two Hundred Fifty Thousand Dollars ($250,000) Deposit shall fund immediately upon the execution of a Purchase and Sale Agreement and become non-refundable upon the expiration of the Due Diligence Period. 4.Source of funds (no public subsidy): a.Land Acquisition - All Cash, funded by Members, no financing Contingency b.Development Project i.Equity (approximately $14.9 M) - Funded 100% by Members ii.Debt (approximately $27.7 M) - Construction Financing (guaranteed by Sponsor) iii.No Public Subsidy requested 5.Due Diligence Period: 30 Days 6.Due Diligence and Closing Contingencies:None 7.Closing Timing:10 Days after expiration of Due Diligence Period 8.Expected Obligations of City (if applicable): None 9.Proposed Project Description: 5-Screen, 10,000 Square Feet Laemmle Theatre Approximately 33,000 Square Feet of Ground Floor Restaurant and Retail 108 Residential Units on Levels 2-4 Bank of America Site Included within Site Public Plaza on the corner of Azusa Avenue and Foothill Boulevard Detailed Plans shown in Exhibit A 500 North Brand Boulevard, Suite #2120, Glendale, CA 91203 (818) 396-8880 (p) (818) 242-6304 (f) www.serranodevelopment.com 10.Proposed Project Schedule: Approximately 31 months from execution of Purchase and Sale Agreement to completion of construction Detailed Schedule shown in Exhibit B 11.Other relevant terms (covenants, buy back provisions, etc.): a.Laemmle Theatre Operating Covenant Laemmle is offering a 10-year Operating Covenant that it will remain open at this location. After the end of 5 years, Laemmle may terminate the Covenant if the theatre is not profitable. Laemmle may not stop operating prior to the first five years of its opening in any event. b.Density Reduction The design proposed by our team is based upon the underlying guidelines in the Azusa TOD Specific Plan. We believe it is consistent with those guidelines in terms of building height, setbacks and uses. We are also excited about the long-term benefits from the site's close proximity to the Gold Line station and believe that the proposed housing density optimizes the benefits of this multimillion dollar transit asset. However, we understand the political realities of getting a project approved of this scale may require some concessions on our part, particularly in terms of density. As the question suggests, such a reduction has an effect on the project financials, ultimately reducing the residual land value. The opinion of value provided in the RFP documents assumes that a developer would be able to build its project within the parameters of the Specific Plan, so additional reductions in density would presumably result in a reduction of land value. We would be willing to reduce the total unit count by up to 20 units (89 total) if there were a corresponding reduction in proposed land price to reflect its new fair market value with the imposed reduction in density. 12.Lease Agreement with Anchor Tenant: Laemmle Theatre Lease Agreement is shown in Exhibit C 13.Retail Letters of Interest: Pending Execution from prospective retailers 14.Community Support - Petitions: Petitions signed by the community in "support of the Laemmle Theatre Mixed-Use Project proposed at Block 36 in Azusa" is shown in Exhibit D 500 North Brand Boulevard, Suite #2120, Glendale, CA 91203 (818) 396-8880 (p) (818) 242-6304 (f) www.serranodevelopment.com Exhibit A - Detailed Project Plans 1 PROJECT INFORMATION SITE ZONING: DOWNTOWN DISTRICT SITE AREA: 107,252 SF BLOCK 36: 97,649 SF / 2.24 AC BLOCK A 68,224 SF BLOCK B 29,425 SF BANK OF AMERICA/ BUILDING C SITE: 9,603 SF / 0.22 AC DWELLING UNITS: 108 UNITS DENSITY (108 DU/2.24 AC) 48.2 DU/AC COMMERCIAL 43,770 S.F. BUILDING A 17,865 S.F. BUILDING B 6,825 S.F. BUILDING C 9,220 S.F. THEATER 10,000 S.F RESIDENTIAL 108 UNITS BUILDING A 54 UNITS BUILDING B 54 UNITS PARKING SUMMARY PARKING PROVIDED 257 TOTAL SPACES PARKING REQUIRED 198 TOTAL SPACES 6TH STREET BLOCK 36 SITE 2.24 AC B.O.A. SITE 0.22 AC BLOCK B 29,425 SF BLOCK A 68,224 SF TARGET 500’ TRANSIT RADIUS 1000’ TRANSIT RADIUS METROLINK STATION VETERAN’S FREEDOM PARK GOLD LIN E + B N S F R AI L W A Y CITY HALL TO I-210 FWY (1 MILE) PUBLIC LIBRARY ALAMEDA AVENUEAZUSA AVENUEFOOTHILL BOULEVARD LEGEND PROPOSED BIKE ROUTES PROPOSED BIKE LANES BUS STOP (ROUTES 187, 494, 185, 280) BLOCK 36 SITE TO CITRUS COLLEGE (1.4 MILES) AZUSA MIXED USE AZUSA - BLOCK 36 RFP 4.25.16 urban studio 949.622.8784 | RICKA@WHAINC.COM WILLIAM HEZMALHALCH ARCHITECTS AZUSA - BLOCK 36 RFP 4.25.16 urban studio 949.622.8784 | RICKA@WHAINC.COM WILLIAM HEZMALHALCH ARCHITECTS October 16, 20072007346.00 fi replace & seating area COURTYARD IMAGERY October 16, 20072007346.00 a l l e y October 16, 20072007346.00 a l l e y 2 AZUSA - BLOCK 36 RFP 4.25.16 urban studio 949.622.8784 | RICKA@WHAINC.COM WILLIAM HEZMALHALCH ARCHITECTS BUILDING ARCHITECTURAL IMAGERY October 16, 20072007346.00 building patterns 3 AZUSA - BLOCK 36 RFP 4.25.16 urban studio 949.622.8784 | RICKA@WHAINC.COM WILLIAM HEZMALHALCH ARCHITECTS THEATER COURTYARD 4 AZUSA - BLOCK 36 RFP 4.25.16 urban studio 949.622.8784 | RICKA@WHAINC.COM WILLIAM HEZMALHALCH ARCHITECTS THEATER COURTYARD 5 AZUSA - BLOCK 36 RFP 4.25.16 urban studio 949.622.8784 | RICKA@WHAINC.COM WILLIAM HEZMALHALCH ARCHITECTS CONCEPTUAL SITE PLAN & PROJECT INFO ALTERNATE SCHEME 6 BUILDING B BUILDING A BUILDING C PROJECT INFORMATION SITE ZONING: DOWNTOWN DISTRICT SITE AREA: 107,252 SF BLOCK 36: 97,649 SF / 2.24 AC BUILDING A 68,224 SF BUILDING B 29,425 SF BANK OF AMERICA/ BUILDING C SITE: 9,603 SF / 0.22 AC DWELLING UNITS: 108 UNITS DENSITY (108 DU/2.24 AC) 48.2 DU/AC AREA SUMMARY COMMERCIAL 43,770 SF BLDG A 17,865 SF RETAIL 8,585 SF RESTAURANT 5,790 SF BANK 2,705 SF BIKE SHOP 785 SF BLDG B 6,825 SF RETAIL 4,632 SF RESTAURANT 2,193 SF BLDG C 9,220 SF RETAIL 7,065 SF RESTAURANT 2,155 SF THEATER 10,000 SF RESIDENTIAL 150,680 SF BLDG A 71,160 SF RESIDENTIAL 68,585 SF GYM/COMM. 2,575 SF ROOM COURTYARD/ 7,715 SF POOL DECK BLDG B 66,205 SF RESIDENTIAL 66,205 SF COURTYARD 5,600 SF PARKING 128,035 SF BLDG A 110,320 SF PUBLIC 16,170 SF RESIDENTIAL 94,150 SF & GUEST BLDG B 17,715 SF PUBLIC 12,445 SF RESIDENTIAL 5,270 SF & GUEST PUBLIC TOTAL 28,515 SF RES. & GUEST TOTAL 99,420 SF OUTDOOR AREAS THEATER PLAZA AREA 4,265 SF BLDG B OUTDOOR AREA 941 SF RESIDENTIAL SUMMARY (108 UNITS) UNIT SIZES: 1 BEDROOM 495 TO 745 SF 1 BEDROOM+DEN 775 TO 790 SF 2 BEDROOM 815 TO 1165 SF 3 BEDROOM 060 TO 1418 SF BUILDING A (54 UNITS) 1 BED: 21 UNITS @ 1.0 21 SPACES 2 BED: 27 UNITS @ 1.5 41 SPACES 3 BED: 6 UNITS @ 2.0 12 SPACES 74 SPACES REQ’D BUILDING B (54 UNITS) 1 BED: 13 UNITS @ 1.0 13 SPACES 1 BD + DEN 8 UNITS @ 1.0 8 SPACES 2 BED: 28 UNITS @ 1.5 42 SPACES 3 BED: 5 UNITS @ 2.0 10 SPACES 73 SPACES REQ’D PARKING SUMMARY 257 TOTAL PARKING REQUIRED: BUILDING A: 74 RESIDENTIAL SPACES REQ’D 26 COMMERCIAL SPACES REQ’D 100 SPACES REQ’D BUILDING B: 73 RESIDENTIAL SPACES REQ’D 11 COMMERCIAL SPACES REQ’D 84 SPACES REQ’D BUILDING C: 14 COMMERCIAL SPACES REQ’D 147 RESIDENTIAL SPACES REQ’D 51 COMMERCIAL SPACES REQ’D TOTAL PARKING REQUIRED 198 SPACES REQ’D PARKING PROVIDED: BUILDING A: 179 RESIDENTIAL SPACES 39 COMMERCIAL SPACES 218 SPACES (5 LEVELS) BUILDING B: 10 RESIDENTIAL SPACES 29 COMMERCIAL SPACES 39 SPACES (1 LEVEL) 189 RESIDENTIAL SPACES PROVIDED 68 COMMERCIAL SPACES PROVIDED TOTAL PARKING PROVIDED 257 SPACES PROVIDED AZUSA - BLOCK 36 RFP 4.25.16 urban studio 949.622.8784 | RICKA@WHAINC.COM WILLIAM HEZMALHALCH ARCHITECTS CONCEPTUAL SITE PLAN ALTERNATE SCHEME 7 BUILDING B BUILDING A BUILDING C 015306003264128 4.25.16 AZUSA - BLOCK 36 RFP urban studio 949.622.8784 | RICKA@WHAINC.COM WILLIAM HEZMALHALCH ARCHITECTS CONCEPTUAL SITE PLAN & SITE AMENITY IMAGERY 8 BUILDING B BUILDING A October 16, 20072007346.00 a l l e y BUILDING C 015306003264128 4.25.16 AZUSA - BLOCK 36 RFP urban studio 949.622.8784 | RICKA@WHAINC.COM WILLIAM HEZMALHALCH ARCHITECTSPARK6'-0"EASEMENT GROUND LEVEL RESTAURANT HC RAMP 6.67% HC HC HC HC HC HC HC HC HC HC HC UP 44'-6" ALAMEDA AVENUE AZUSA AVENUE 35'-0"EASEMENT 6'-0"EASEMENT 29 SPACES BUILDING A BUILDING B HC HC HC HC HC HC HC HC LOBBY RETAIL THEATER RESTAURANT 19'-0"44'-5"RESTAURANT RETAIL RETAIL EXISTING BOA SITE RETAIL RETAIL COMMERCIAL PARKING 44'-6" LOBBYRESIDENTIAL PARKING BIKE SHOP LOADING ALLEY 12' X 20' DELIVERY SPACE 15'-0"1 2 49 SEATS 3 49 SEATS 4 49 SEATS 5 49 SEATS 96 SEATS RESTAURANT RESTAURANT 10 RES. VISITOR SPACES +0'-0" TRASH RESTAURANT RETAIL ALLEY ALLEY RESTAURANT RETAIL BUILDING CBANK OF AMERICA SIDE YARD PLAZA ALLEY PLAZA FOOTHILL BLVD (ROUTE 66)THEATER PLAZA PROJECT INFORMATION SITE ZONING:DOWNTOWN DISTRICT SITE AREA: 107,252 SF BLOCK 36: 97,649 SF / 2.24 AC BUILDING A 68,224 SF BUILDING B 29,425 SF BANK OF AMERICA/ BUILDING C SITE: 9,603 SF / 0.22 AC DWELLING UNITS: 108 UNITS DENSITY (108 DU/2.24 AC) 48.2 DU/AC AREA SUMMARY COMMERCIAL 43,770 SF BLDG A 17,865 SF RETAIL 8,585 SF RESTAURANT 5,790 SF BANK 2,705 SF BIKE SHOP 785 SF BLDG B 6,825 SF RETAIL 4,632 SF RESTAURANT 2,193 SF BLDG C 9,220 SF RETAIL 7,065 SF RESTAURANT 2,155 SF THEATER 10,000 SF RESIDENTIAL 150,680 SF BLDG A 71,160 SF RESIDENTIAL 68,585 SF GYM/COMM. 2,575 SF ROOM COURTYARD/ 7,715 SF POOL DECK BLDG B 66,205 SF RESIDENTIAL 66,205 SF COURTYARD 5,600 SF PARKING 128,035 SF BLDG A 110,320 SF PUBLIC 16,170 SF RESIDENTIAL 94,150 SF & GUEST BLDG B 17,715 SF PUBLIC 12,445 SF RESIDENTIAL 5,270 SF & GUEST PUBLIC TOTAL 28,515 SF RES. & GUEST TOTAL 99,420 SF OUTDOOR AREAS THEATER PLAZA AREA 4,265 SF BLDG B OUTDOOR AREA 941 SFRESIDENTIAL SUMMARY (108 UNITS) 04.18.16 BLDG B OUTDOOR AREA 941 SFRESIDENTIAL SUMMARY (108 UNITS) UNIT SIZES: 1 BEDROOM 495 TO 745 SF 1 BEDROOM+DEN 775 TO 790 SF 2 BEDROOM 815 TO 1165 SF 3 BEDROOM 1060 TO 1418 SF BUILDING A (54 UNITS) 1 BED:21 UNITS @ 1.0 21 SPACES 2 BED:27 UNITS @ 1.5 41 SPACES 3 BED: 6 UNITS @ 2.0 12 SPACES 74 SPACES REQ'D BUILDING B (54 UNITS) 1 BED:13 UNITS @ 1.0 13 SPACES 1 BD + DEN 8 UNITS @ 1.0 8 SPACES 2 BED:28 UNITS @ 1.5 42 SPACES 3 BED: 5 UNITS @ 2.0 10 SPACES 73 SPACES REQ'D PARKING SUMMARY 257 TOTAL PARKING REQUIRED: BUILDING A: 74 RESIDENTIAL SPACES REQ'D 26 COMMERCIAL SPACES REQ'D 100 SPACES REQ'D BUILDING B: 73 RESIDENTIAL SPACES REQ'D 11 COMMERCIAL SPACES REQ'D 84 SPACES REQ'D BUILDING C: 14 COMMERCIAL SPACES REQ'D 147 RESIDENTIAL SPACES REQ'D 51 COMMERCIAL SPACES REQ'D TOTAL PARKING REQUIRED 198 SPACES REQ'D PARKING PROVIDED: BUILDING A:179 RESIDENTIAL SPACES 39 COMMERCIAL SPACES 218 SPACES (5 LEVELS) BUILDING B: 10 RESIDENTIAL SPACES 29 COMMERCIAL SPACES 39 SPACES (1 LEVEL) 189 RESIDENTIAL SPACES PROVIDED 68 COMMERCIAL SPACES PROVIDED TOTAL PARKING PROVIDED 257 SPACES PROVIDED AZUSA MIXED USE: ALTERNATE SCHEME Azusa, CA 2015472.00 APRIL 15, 2016 2850 Redhill Avenue, Suite 200Santa Ana, CA 92705949.250.0607 A-1 0'64'96'128' SCALE: 1/64" = 1'-0" N PARCEL DIAGRAM PARCEL A 68,224 SF PARCEL C 9,603 SF EXISTING PARCEL AREAS CITY BLOCK 36 97,649 SF BANK OF AMERICA 9,603 SF PARCELS PARCEL B 29,425 SF 9 015306003264128 4.25.16 AZUSA - BLOCK 36 RFP urban studio 949.622.8784 | RICKA@WHAINC.COM WILLIAM HEZMALHALCH ARCHITECTS CONCEPT PLAN - LEVEL 2 LEVEL 2 BUILDING A 18 UNITS TOTAL 7 1 BD 9 2 BD 2 3 BD COURTYARD / AMENITY DECK BUILDING B 18 UNITS TOTAL 4 1 BD 3 1 BD + DEN 9 2 BD 2 3 BD COURTYARD / AMENITY DECK 10 AMENITY DECK AMENITY DECK 015306003264128 4.25.16 AZUSA - BLOCK 36 RFP urban studio 949.622.8784 | RICKA@WHAINC.COM WILLIAM HEZMALHALCH ARCHITECTS CONCEPT PLAN - LEVEL 3 11 LEVEL 3 BUILDING A 18 UNITS TOTAL 7 1 BD 9 2 BD 2 3 BD BUILDING B 18 UNITS TOTAL 4 1 BD 3 1 BD + DEN 9 2 BD 2 3 BD 015306003264128 4.25.16 AZUSA - BLOCK 36 RFP urban studio 949.622.8784 | RICKA@WHAINC.COM WILLIAM HEZMALHALCH ARCHITECTS CONCEPT PLAN - LEVEL 4 8’-0” MIN. SETBACK REQUIRED AT LEVELS EXCEEDING 3 STORIES PER CITY OF AZUSA T.O.D. SPECIFIC PLAN.* 12 LEVEL 4 BUILDING A 18 UNITS TOTAL 7 1 BD 9 2 BD 2 3 BD GYM + COMMUNITY ROOM: 2,575 POOL DECK: 3,140 SF BUILDING B 18 UNITS TOTAL 5 1 BD 2 1 BD + DEN 10 2 BD 1 3 BD 500 North Brand Boulevard, Suite #2120, Glendale, CA 91203 (818) 396-8880 (p) (818) 242-6304 (f) www.serranodevelopment.com Exhibit B - Project Schedule ID Task Name Duration Start Finish1Request for Proposals120 daysTue 11/17/15Mon 5/2/162Developer Selected0 daysMon 5/16/16Mon 5/16/163Due Diligence30 daysMon 5/16/16Fri 6/24/164Purchase & Sale Agreement10 daysMon 6/27/16Fri 7/8/168Conceptual Design45 daysMon 6/27/16Fri 8/26/1612Community Outreach45 daysMon 6/27/16Fri 8/26/1614Preconstruction100 daysMon 8/29/16Fri 1/13/175Entitlements90 daysMon 8/29/16Fri 12/30/169Design Development50 daysMon 8/29/16Fri 11/4/1615Escrow250 daysMon 7/11/16Fri 6/23/1710Construction Documents45 daysMon 1/16/17Fri 3/17/1713Construction Financing75 daysMon 1/2/17Fri 4/14/176Plan Check100 daysMon 3/20/17Fri 8/4/177Construction400 daysMon 8/7/17Fri 2/15/1911Stabilization / Lease-up120 daysMon 2/18/19Fri 8/2/19Developer SelectedDue DiligencePurchase & Sale AgreementCommunity OutreachEntitlementsDesign DevelopmentEscrowConstruction DocumentsConstruction FinancingPlan CheckConstructionStabilization / Lease-upNDJFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJA015Half 1, 2016Half 2, 2016Half 1, 2017Half 2, 2017Half 1, 2018Half 2, 2018Half 1, 2019Half 2, 2019Half 1, 2020HaPROJECT SCHEDULEAzusa Block 36 RFP 500 North Brand Boulevard, Suite #2120, Glendale, CA 91203 (818) 396-8880 (p) (818) 242-6304 (f) www.serranodevelopment.com Exhibit C - Project Schedule Laemmle Theatre Lease Agreement 500 North Brand Boulevard, Suite #2120, Glendale, CA 91203 (818) 396-8880 (p) (818) 242-6304 (f) www.serranodevelopment.com Exhibit D - Community Support - Petitions ATTACHMENT 2