Item No.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF THE CITY MANAGER
BY: VANIAH DE ROJAS, ASSISTANT CITY MANAGER
DATE: JANUARY 14, 2025
SUBJECT: APPROVAL OF AN EXCLUSIVE NEGOTIATING AGREEMENT WITH LEWIS LAND DEVELOPERS, LLC.
EXECUTIVE SUMMARY
The City Council will consider approval of an Exclusive Negotiating Agreement with Lewis Land Developers, LLC. The Agreement is for the design and development of the Rancho Los Amigos South Campus and provides all stakeholders with the assurances and time needed to properly assess and analyze the elements of the project.
RECOMMENDATION
That the City Council:
Approve the Exclusive Negotiating Agreement with Lewis Land Developers, LLC. for the design and development of the Rancho Los Amigos South Campus for a 12-month term beginning on January 15, 2025 and terminating on January 15, 2026 with an option to extend for one additional 12-month term.
BACKGROUND
Rancho Los Amigos South Campus History
The Rancho Los Amigos South Campus has a long history of agricultural, medical- related, and social support uses. In 1888, the Los Angeles County Poor Farm opened on site in response to requirements from the State of California that counties deal locally with the issue of how-to best care for their sick and poor. The area was primarily agricultural in nature and consisted of facilities that provided work, housing, and medical care for those that were poor or needy. Additional structures, staff, and inmates were added until the early 20th century.
An emphasis on regional-serving medical facilities became the primary use of the property through the development of Rancho Los Amigos and the establishment of the Long-Term Care Facility in 1933. By the late 1930s, chronically ill children were the primary occupants of the hospital and agricultural uses declined due to the inability to use
EXCLUSIVE NEGOTIATING AGREEMENT WITH LEWIS LAND DEVELOPERS, LLC.
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2 patients for labor purposes. Post-World War II, the patient population at Ranch Los Amigos had swelled to over 5,500, up from 600 patients. In the 1950s, consolidation of many of the administrative and primary hospital uses to the present-day nationally recognized Rancho Los Amigos National Rehabilitation Center north of Imperial Highway signaled the phasing out of many of the facilities in the southern portion of the campus.
Today, Rancho South Campus consists of the Downey Courthouse, Los Angeles County Library Headquarters, Los Angeles County Administrative and Programming buildings, warehouses and businesses, and approximately 55 acres of vacant land and dilapidated buildings.
Rancho South Campus Specific Plan
In June 2021, the City of Downey worked closely with the County of Los Angeles and METRO, and developed the Rancho Los Amigos South Campus Specific Plan. The goal of the Specific Plan is to encourage and promote economic development and revitalization to enhance the City's attractiveness to the local and regional marketplace.
This is particularly important with the future development of the Southeast Gateway Line (formerly known as the West Santa Ana Branch) Light Rail Station at the site. The City officially adopted the Specific Plan in October 2021.
Rancho South Campus Future Development Ad Hoc Committee
In October 2023, the Downey City Council approved the formation of the Rancho South Campus Future Development Ad Hoc Committee. The purpose of the Committee is to discuss the future development of the Rancho South Campus including possible programming at the site for the County’s consideration.
ANALYSIS
To assist with the development opportunities at the Rancho South Campus site, the City issued a Request for Master Developer Proposals (RFP) in February 2024 and closed in March 2024.
The City received inquiries from various developers, but ultimately only received one proposal from Lewis Land Developers, LLC (Lewis). Lewis has 63 years of development experience in Southern California and is one of the nation’s largest privately held real estate organizations. The company has extensive experience in the acquisition, ownership, development, and management of residential and commercial real estate.
Lewis is self-financed, which allows the company to move quickly and affords greater flexibility when structuring land acquisitions and building from the ground up. They will not require financial partners to acquire and develop the property.
Given the projects’ complexities, staff is proposing that the City enter into an Exclusive Negotiating Agreement (ENA) with Lewis, which would provide all parties with the assurances and time needed to properly assess and analyze the elements of the project.
EXCLUSIVE NEGOTIATING AGREEMENT WITH LEWIS LAND DEVELOPERS, LLC.
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3 The ENA allows the developers to demonstrate their willingness and ability to undertake certain tasks and other activities necessary to define the scope of the development, conduct the outreach and visioning, and determine the feasibility of such development on the site. Conversely, the City will not make any similar deals with other parties during the term of the ENA. The ENA will also allow the City and developer time to work with Los Angeles County regarding leasing and subleasing options, as well as incorporating County needs for the site.
ENA Objectives
The ENA incorporates the following objectives:
• Facilitate preliminary studies, vision sessions, and forward planning with the Developer in order to mutually determine the political, land use, and economic feasibility of the Projects;
• Negotiate the terms of a long-term ground lease agreement with the County for the City’s lease of the Property from the County (the “Lease”);
• Negotiate the terms of a long-term sub-lease agreement with Developer for the City’s sublease of the Property to Developer (the “Sublease”); and
• Negotiate a Memorandum of Understanding that will include the proposed terms of a statutory vested-rights development agreement (a “Development Agreement”) with the County and the City for the development of the Project by Developer (the “MOU”), all for consideration by the County’s Board of Supervisors (“County Board”) and the Downey City Council (“Council”), and approved by the County Board and Council, to proceed with the execution of the Lease, Sublease, and MOU.
ENA Terms
The ENA commences on January 15, 2025, and terminates on January 15, 2026 (Negotiation Period). The City Council may extend the agreement in writing for a maximum of three hundred sixty-five (365) days (Extended Negotiation Period). It should be noted that the ENA includes a “Tolling Extension”, where, in the event that completion of any of the tasks set forth in the ENA is delayed by the County, the time period for the completion of that task and all subsequent tasks shall toll for the period of that delay not to exceed a total extension for all such Tasks of more than twelve (12) months. The term of this Agreement means the Negotiation Period together with the Extended Negotiation Period and any Tolling Extension, if applicable, may not exceed a total of three (3) years without the further approval of the City Council.
BOARD/COMMISSION/SUBCOMMITTEE ACTION
The Rancho South Campus Future Development Ad Hoc Committee reviewed the scope of the RFPs in December 2023 as well as the submitted proposal in March 2024.
EXCLUSIVE NEGOTIATING AGREEMENT WITH LEWIS LAND DEVELOPERS, LLC.
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4 CITY COUNCIL PRIORITIES
Economic Vibrancy
FISCAL IMPACT
There is no fiscal impact associated with this report.
ATTACHMENTS
Attachment A: Exclusive Negotiating Agreement
EXCLUSIVE NEGOTIATION AGREEMENT
THIS EXCLUSIVE NEGOTIATION AGREEMENT (“Agreement”) is entered into this 15th day of January, 2025, by and between the CITY OF DOWNEY, a California charter city and municipal corporation (“City”), and LEWIS LAND DEVELOPERS, LLC, a Delaware limited liability company (“Developer”), (each herein a “Party” or collectively the “Parties”) under the terms and provisions set forth below.
RECITALS
WHEREAS, the County of Los Angeles (“County”) owns approximately 55+ acres of real property located in the southwestern corner of the City within the County’s Rancho Los Amigos National Rehabilitation Facility’s South Campus as identified on the site map attached as Exhibit “A” (the “Property”). The Property is mostly vacant except for the County’s (i) Animal Control Center (the “ACC”), (ii) Public Works Maintenance Yard (“Maintenance Yard”), and the Sheriff Internal Criminal Investigation Bureau (“Sheriff Bureau”); and WHEREAS, the City would like to work with the County to undertake a disposition process with the City to lease all or some of the Property from the County and then sublease the property to Developer for the design and development of a project featuring a blend of commercial, residential, and civic uses, in accordance with the design elements of the Transit-Oriented Development and Community Services Sub-Districts as outlined in the City’s Rancho Los Amigos South Campus Specific Plan that meets, in part, mobility, greenhouse gas reduction, and affordable housing goals for the City (a “Project” or “Project”); and WHEREAS, Developer was selected by the City as the developer for the Project after conducting a Request for Proposals (“RFP”) between February 5, 2024 and March 8 2024. A copy of the RFP is attached hereto as Exhibit “B” and a copy of the conceptual site plan for the Project included in the Developer’s Response to the RFP is attached hereto as Exhibit “C” (the “Concept Plan”); and
WHEREAS, during the term of this Agreement the City would like to: (i) facilitate preliminary studies, vision sessions, and forward planning with the Developer in order to determine mutually the political, land use, and economic feasibility of the Project, (ii) negotiate the terms of a long term ground lease agreement with the County for the City’s lease of the Property from the County (the “Lease”), (iii) negotiate the terms of a long term sub-lease agreement with Developer for the City’s sublease of the Property to Developer (the “Sublease”), and (iv) negotiate a Memorandum of Understanding that will include the proposed terms of a statutory vested-rights development agreement (a “Development Agreement”) with the County and the City for the development of the Project by Developer (the “MOU”), all for consideration by the County’s Board of Supervisors (“County Board”) and the City’s City Council (“Council”), and (v) if approved by the County Board and City Council, to proceed with the execution of the Lease, Sublease and MOU; and
WHEREAS, the City and the Developer understand that this Agreement does not constitute a binding commitment on the part of the City to any project or to Developer for the sublease and development of the Property, and Developer understands that (i) the City will only complete the sublease of the Property to Developer if the City enters into the Lease with the County with terms and conditions approved by the Council which permit the sublease of the Property to Developer for development of a Project in accordance with the MOU, and (ii) that the
City will only permit development of the Project or any project if the City first (ii) completes its environmental review and discretionary permitting and entitlement of the Project in full compliance with the California Environmental Quality Act (“CEQA”), and (ii) approves and executes a Development Agreement consistent with the MOU.
NOW, THEREFORE, the Parties agree to negotiate exclusively and in good faith upon the following terms and conditions:
1. NEGOTIATIONS
1.1. Length of Negotiation Period.
Unless extended by mutual agreement or as set forth in Section 2, the period for exclusive negotiations between the Parties under this Agreement regarding the Lease, Sublease, MOU, and the Project shall be three hundred sixty-five (365) consecutive days, commencing on January 15, 2025, and terminating on January 15, 2026 (the "Negotiation Period"); provided, however, that the Negotiation Period may be terminated earlier by either Party pursuant to the termination provisions of this Agreement. In addition to the “Tolling Extension” described in Section 2, the City Council may extend the Negotiation Period in writing for a maximum of three hundred sixty- five (365) days in one or more increments (each an "Extended Negotiation Period"). The “Term” of this Agreement means the Negotiation Period together with the Extended Negotiation Periods and any Tolling Extension, if applicable, provided that the “Term” may not exceed a total of three (3) years without the further approval of the City Council.
1.2. Good Faith Negotiations.
The Parties shall negotiate diligently and in good faith during the Term toward the agreement and execution of a Lease between the County and City, a Sublease between City and Developer, and a MOU between County, City, and Developer. The Parties contemplate that the negotiations regarding the Lease, Sublease, and MOU will commence after mutual execution of this Agreement, and will continue while Developer submits certain information to the County and the City and the Parties undertake preliminary planning and analysis of the Project.
The Parties contemplate that the Lease, Sublease, and MOU will together set forth the terms and conditions for the City’s sublease of the Property to Developer, the entitlement and possession of the Property by Developer, and the development of the Project by Developer. The Concept Plan for the Project prepared by Developer shall serve as the basis for such negotiations, with the understanding that no commitment has been made by the City or Developer with regards to the lease of the Property from the County or the sublease to, and possession and development of the Property by, Developer as set forth in Developer’s Concept Plan.
Entitlement of the Project is anticipated to occur during the initial twenty four (24) months of the Lease and Sublease, and if all entitlements required for the Project, and the Development Agreement are not approved within this time, then the Lease and Sublease shall provide for termination of those agreements if so desired by any of the Parties.
If the terms of a mutually satisfactory Lease with the County, or Sublease and MOU with Developer have not been negotiated by City staff with the County and Developer, respectively during the Term, or if the County Board or City Council decline to approve and execute the Lease, Sublease or MOU for any reason before the expiration of the Term, then, without further action,
this Agreement shall automatically terminate and no Party shall have any further rights or obligations with respect to the other.
1.3. Exclusive Negotiations.
The City shall not negotiate with any other person or entity other than the County and Developer (or its assignee) during the Term regarding the Lease and Sublease and/or the entitlement and development of the Property.
2. SCHEDULE OF PERFORMANCE.
The Parties shall perform the following activities during the Negotiation Period and within the time periods set forth below. In the event that completion of any of the tasks set forth in any of Sections 2.2 through 2.6 is delayed by the County, the time period for the completion of that task and all subsequent tasks shall toll for the period of that delay not to exceed a total extension for all such Tasks of more than twelve (12) months (a “Tolling Extension”):
2.1. Developer Team/Insurance.
Within the initial thirty (30) days of the Term, the Developer shall submit to the City the following:
a) The written description of roles, responsibilities, and obligations of members of the Developer’s team (the “Developer Team”), which will identify the principals and other key personnel, by name, title or position, their experience, and their areas of responsibility for the single purpose development entity that Developer intends to form to sublease and develop the property. The Developer in the Sublease and MOU (also referred to herein as the “Permitted Developer Assignee”) will be a limited liability company in which some, or all of Richard Lewis, Robert Lewis, Roger Lewis, Randall Lewis, and/or John Goodman, directly or indirectly, owns a fifty percent (50%) or greater interest in the capital and/or profits of such entity and which is managed by Lewis Management Corp, a Delaware corporation (“LMC”). LMC is the manager of Developer and employs all of the persons that comprise the Developer Team. b) All documents reasonably required to establish that Developer has been legally formed and is in good legal standing.
c) A written statement concerning any litigation in which Developer or Developer's members are a party that may have an impact on the Lease, Sublease, MOU, or Project. Developer shall provide to the City copies of any litigation documents or filings in connection with such litigation pursuant to this section. d) A certificate of insurance that names the City as an additional insured on Developer’s commercial general liability insurance policy with coverage of at least one million dollars ($1,000,000) per occurrence and $2,000,000 aggregate; such certificate to be delivered to the City prior to entry on the Property by the Developer and its agents, contractors and representatives and such insurance maintained by Developer for the Term of this Agreement.
2.2. County Property Disposition Process.
Within the initial ninety (90) days of the Term, City, Developer, and Developer’s governmental affairs consultants shall conduct a series of meetings with the County’s key officials to:
(a) determine the County’s vision and goals for the Project, including the continued use and operation of the ACC, Maintenance Yard and Sheriff Bureau and the actual acreage available for development of the Project. (b) negotiate and agree upon the key terms of the Lease, Sublease and MOU and to agree on the process and schedule for the City to obtain County Board approval of the Lease, Sublease and MOU and to obtain and provide Developer with possession of the Property. These subsections (a) and (b) collectively shall be referred to as the “County Disposition Process”.
2.3. Project Design and Outreach Schedule.
Within ninety (90) days after the completion of the County Disposition Process in Section
2.2 by County, City, and Developer shall complete the following:
a) Developer shall hold a series of meetings with County and City officials to determine Project parameters, identify key stakeholders, locations for meetings, and timing of meetings for outreach efforts.
b) Developer shall prepare and submit to the City Manager for approval a schedule for visioning sessions with the community and locations.
2.4. Lease/Sublease/MOU.
a) Within one hundred twenty (120) days after the completion of the activities in Sections 2.2 and 2.3, and concurrent with the activities set forth in Sections 2.5 and 2.6, (i) City and Developer shall negotiate with County the draft of the Lease for presentation to the County Board and City Council for consideration and (ii) Developer and City shall negotiate drafts of the Sublease and MOU for Developer’s sublease and development of the Property for presentation to the City Council for consideration. During this 120-day period, City staff and Developer shall meet and negotiate the Sublease and MOU in good faith and in a timely manner, and City staff and Developer shall meet with the County and negotiate the Lease in good faith and in a timely manner so that the Lease, Sublease, and MOU can, upon completion of the tasks in this Section and Sections 2.5 and 2.6, be scheduled for City Council and County Board consideration and approval, and if so approved, executed by the County, City and Developer before expiration of the Term of this Agreement. b) The Lease and Sublease shall at a minimum include the following requirements to be completed within the initial twenty-four (24) months of the Lease and Sublease as a condition precedent to any development of the Project by Developer. It is not contemplated that any Sublease payments would be paid by Developer until these conditions have been satisfied, and if not so satisfied within the aforementioned 24-month period, then the Lease
and Sublease would provide the Parties with the rights to terminate the Lease and/or Sublease:
(i) City shall have completed CEQA environmental review for the Project, including making all appropriate findings, and caused a Notice of Determination filing.
(ii) The period for court challenges under CEQA shall have expired with no challenge having been filed, or if any challenge has been filed the matter has been successfully resolved.
(iii) Developer shall have submitted all necessary and applicable entitlement applications for the Project.
(iv) Developer shall have obtained approval of all necessary and applicable entitlements for the Project.
(v) Developer shall have submitted and the City Council shall have approved Schematic Design Plans for the Project. The term "Schematic Design Plans" means schematic drawings, exterior elevations, and site plans. (vi) Developer shall have submitted and the City Council shall have approved an updated and refined Project pro forma that reflects the design and schedule for construction of the Project. Pro forma shall include an itemized development budget for each Project component, a statement describing the proposed sources and uses of funds to finance each Project component, a cash flow analysis for each Project component, and an annotated operating budget to a level of detail reasonably acceptable to the City.
2.5. Marketing and Outreach.
Within one hundred twenty (120) days after completion of the activities in Sections 2.2 and
2.3, and concurrent with the activities set forth in Sections 2.4 and 2.6:
a) Developer shall hold a series of community meetings inviting residents, community organizations, and stakeholders to solicit feedback, input, and comments regarding the proposed Project, in accordance with the schedule approved by the City pursuant to Section 2.3, provided that no community meetings shall be held before the County Disposition Process is completed. b) Developer shall endeavor to develop a concept for the Project that coalesces input from the community and hold a series of meetings with City officials to present the findings from the community outreach.
2.6. Proposed Entitlements, Financing Plan and Development Schedule.
Within one hundred twenty (120) days after completion of the activities in Sections 2.2 and
2.3, and concurrent with the activities set forth in Sections 2.4 and 2.5, Developer shall submit to the City the following:
a) Developer shall identify all relevant zoning, design review, environmental review, and code requirements for the Project and all necessary entitlement applications for the Project determined appropriate by the City’s Planning Division.
b) Developer's environmental and professional design consultants shall identify all necessary environmental documentation that will be required by the City’s Planning Division ("Planning"), for an Initial Study to enable Planning to determine whether an Environmental Impact Report ("EIR"), Negative Declaration, or Mitigated Negative Declaration for the Project is required under CEQA. Planning shall complete a potential schedule for environmental assessment and identification of the nature and extent of required environmental site mitigations.
c) A proposed entitlement schedule identifying when approval of all zoning, design review, environmental review, and code requirements for the Project will be obtained.
d) A proposed development schedule, which shall include construction and scheduling of the Project.
e) A proposed pro forma that reflects the concept design and schedule for construction of the Project. Pro forma shall include an itemized development budget for each component of the Project, a statement describing the sources and uses of funds to finance each such component, a cash flow analysis for each such component, and an annotated operating budget to a level of detail reasonably acceptable to the City.
3. SURPLUS LAND ACT/AFFORDABLE HOUSING.
(a) The Project is to be planned to comply with California Government Code Section 37364 (copy attached as Exhibit “D”) which will require that:
(i) Not less than 80 percent of the area of any parcel of property disposed of pursuant to this section shall be used for the development of housing; and (ii) Not less than 40 percent of the total number of those housing units developed within the Project be affordable to households whose incomes are equal to, or less than, 75 percent of the maximum income of lower- income households, and at least half of which shall be affordable to very low-income households.
(b) During the period set forth in Section 2.6 above, Developer shall cooperate with County and City to obtain HCD approval of the Property as “exempt surplus land” by reason of the Project’s development plan to comply with Government Code Section 37364, in accordance with Government Code Section 54221(f) (1)(A) and Section 103 of the HCD Updated Surplus Land Act Guidelines dated August 1, 2024.
4. CITY APPROVAL OF SUBMISSIONS.
Within thirty (30) days after the City receives any information or documents required to be submitted by Developer pursuant to Sections 2.1 to 2.6 of this Agreement, the City shall inform Developer of its acceptance or rejection of the submission. The City may approve those portions of a submission that are satisfactory and reject those portions that are not or may approve all or a portion of a submission subject to conditions requiring further submissions for City review and approval. If the City rejects all or any part of a submission, the City shall provide to Developer written notice of the reasons for such rejection within the 30-day period. Developer shall then have thirty (30) days to correct or supplement its submission to respond to the City's rejection.
City shall consider in good faith approving Developer's reasonable request for an extension of the 30-day response period for a submission based on factors not within Developer's control, provided; however, that any extension shall not otherwise negatively impact the Schedule of Performance or extend the Term. Approvals on behalf of the City shall be granted by the City Manager, or his or her staff designees.
5. RIGHT OF ENTRY.
City will work to acquire County approval granting Developer and its agents, contractors, and representatives the right to enter upon the Property at any time during the Term to conduct investigations, tests, topographical surveys, appraisals, and studies, including geotechnical studies, soils tests, and environmental site assessments. Developer shall comply with all requirements of County in exercising such access rights. Developer shall not alter the Property except as needed to conduct the testing and other activities thereon as authorized by this Agreement, and Developer agrees upon completion of any testing or other activity under this Agreement to remove all debris, litter, equipment, and other materials placed on the Property by Developer and its agents, contractors, and representatives and to restore the Property as much as reasonably possible to its original condition. Developer shall give at least three (3) days of advanced notice to the City prior to entering the Property and provide the City with the name of Developer's agents, contractors, and/or representatives, the purpose, and the estimated time period before undertaking any work, and shall take steps to minimize any disruption to operations.
Developer shall indemnify, defend, and hold the City and its officers, employees, and agents, harmless from any and all claims, demands, damages, losses, actions, liabilities, causes of action, or judgments, including reasonable attorney's fees, which the City may incur or be required to pay by reason of entry onto the Property and activities thereon by Developer or Developer's agents, employees, contractors or consultants, including, without limitation, any damages, injury or death to any person or property suffered by any person, firm or corporation, except to the extent the same is attributable to the sole negligence or willful misconduct of any person or entity acting on the City's behalf or under the City's authority. Notwithstanding any other provision of this Agreement, Developer shall have no liability to the City or any other party by reason of, nor shall Developer have any duty to indemnify, defend or hold any person harmless from or against, any claim, demand, damage, loss, action, liability, cause of action or judgment, including without limitation, any claim for diminution in value of the Property or for environment remediation or clean-up costs, arising out of or in connection with the mere fact of having discovered and/or reported any adverse physical condition, title condition or other condition or defect with respect to the Property.
Notwithstanding any other provision in this Agreement, this right of entry shall not relieve Developer from the necessity of obtaining any applicable governmental approvals or permits that may be necessary to perform such tests or conduct other activities on the Property.
6. EFFECT OF NEGOTIATIONS.
Developer understands and acknowledges that any Lease, Sublease, or MOU resulting from the negotiations arising from this Agreement shall become effective only if and after such Lease, Sublease, or MOU has been considered and approved by the County Board or City Council in its sole and absolute discretion, and only if and after such Lease, Sublease or MOU has been executed by the Mayor or the City Manager, as authorized by the Downey Municipal Code. Developer further understands that the City Council retains the sole and absolute discretion to approve or not approve the Project or any alternative project proposed by Developer.
If the terms of a mutually satisfactory Lease, Sublease, and/or MOU have not been negotiated by Developer and City staff during the Term, or if the County Board or City Council declines to approve and execute the Lease, Sublease, and/or MOU for any reason by the end of the Term then, without further action, this Agreement shall automatically terminate and no Party shall have further rights or obligations with respect to the other.
7. ADDITIONAL CEQA CONSIDERATIONS
Developer understands and acknowledges that City Council’s approval and execution of any Lease, Sublease, or MOU resulting from the negotiations arising from this Agreement (i) cannot commit the City to the Project, or bind or commit the City to any other definite course of action, prior to CEQA compliance; (ii) cannot restrict the City (as lead agency) from considering any feasible mitigation measures and alternatives, including the “no project” alternative; and (iii) cannot restrict the City from denying the Project.
8. TERMINATION AND EXTENSIONS.
8.1. Time of the Essence.
Time is of the essence in this Agreement. Any Party's failure to timely perform according to the terms and conditions of this Agreement for reasons other than the events beyond the reasonable control of such Party, shall be considered a material breach of this Agreement, provided, however, that the time periods set forth in Section 2 shall be subject to all applicable processes and procedures in effect at the County.
8.2. Notice of Breach.
In the event that either City or Developer fails to materially perform any of its obligations pursuant to the terms and conditions of this Agreement within the time herein specified, the other Party shall promptly give the Party in breach notice of such breach. Such Party in breach shall have a period of forty-five (45) days from receipt of such written notice from within which to cure such breach.
8.3. Remedies Upon Developer Default.
If Developer fails to cure any material default during the cure period described above, then the City, as its sole and exclusive remedy, may terminate this Agreement upon written notice of termination, and thereafter no Party shall have any further rights or obligations hereunder.
8.4. City Manager Discretion to Extend Time for Performance.
Notwithstanding the above, if the City Manager determines that it is in the best interest of the City, the City Manager may extend the time for Developer's performance of any of the terms and conditions of this Agreement. Any such extension beyond the Term shall be granted in the City Manager's sole and absolute discretion, and in no event shall this provision be construed as conveying any right or entitlement to an extension.
8.5. Default by City.
If the City fails to cure any material default during the cure period described above, the Developer's sole and exclusive remedy shall be the right to terminate this Agreement upon written notice of termination from Developer, and thereafter no Party shall have any further rights or obligations hereunder.
9. INDEMNIFICATION.
The Developer shall indemnify, defend, and hold the City and City’s officers, directors, members, employees, agents, contractors, and affiliated entities (collectively, the “City Representatives”) harmless from any and all claims, demands, liabilities, actions or causes of actions, including without limitation, reasonable attorneys' fees and litigation costs, arising out of or resulting from this Agreement, including, but not limited to, the negotiation and execution of this Agreement, or the negotiation and execution of an MOU for the Project. The Developer’s obligations under the preceding sentence arising prior to the expiration or earlier termination of this Agreement (as applicable) shall survive the expiration or earlier termination of this Agreement.
In the event of any such litigation, if and when requested to do so in writing by Developer, City agrees to take reasonable steps to limit the cost of Developer’s defense and indemnification under this paragraph, which may include without limitation cancellation and rescission of the ENA and/or any other agreement or approval challenged in the litigation. Notwithstanding anything to the contrary, this Section 9 shall not apply to claims made against the City for any violations by the City of the Surplus Land Act (California Government Code Sections 54220 to 54234, inclusive).
10. LIMITATIONS.
This Agreement does not obligate the City to lease or sublease the Property or any City properties to Developer or any other person, nor does it obligate the City to approve the Project or any other project. Developer understands that City, as the government agency that will review and permit the proposed development, will only complete the lease of the Property from County and sublease of the Property to Developer, and permit its future development pursuant to the MOU contingent upon, and after City completes its discretionary review and approval of all necessary and applicable entitlement applications for the Project in full compliance with CEQA.
Developer acknowledges and agrees that no City commitment to move forward with the Project can be made other than by formal approval of the City Council and subject to the requirements of CEQA and other applicable laws, and understands that adoption of any such approval will be at the City Council's sole and absolute discretion. All costs incurred by Developer, Developer's members or partners, or other members of the Project development team to comply with its obligations under this Agreement, including without limitation all fees, charges, and costs associated with the submission to and processing by the City of all applications and documents to be submitted to the City or otherwise associated with the Project, or to negotiate the Sublease or MOU shall be the sole responsibility of Developer, and in no event shall the City have any responsibility to pay for or reimburse Developer for any of said costs, or any damages whatsoever.
Developer understands and acknowledges that the City is subject to the California Public Records Act, and therefore recognizes that the City shall make information regarding the Property, the Project, Developer, and this Agreement available to the public upon request as required by said laws.
11. NON-DISCRIMINATION.
Developer agrees that there shall be no discrimination against, or segregation of, any person, or group of persons, on account of sex, race, color, age, marital status, religion, disability, creed, national origin, ancestry, sexual orientation, Acquired Immune Deficiency Syndrome (AIDS) or AIDS-Related Conditions (ARCS) in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Developer establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, buyers, lessees, subtenants, sub-lessees or vendees of any City properties.
12. NO ASSIGNMENT.
This Agreement is personal to Developer and is not assignable to any other person or entity (except to the Permitted Developer Assignee) without the prior written consent of the City, in its sole and absolute discretion. Any attempt to assign this Agreement or any part of the Agreement without the prior written consent of the City shall constitute a breach of this Agreement and shall be void and of no force and effect.
13. INFORMATION.
Upon Developer's request, the City shall promptly furnish Developer, without any warranty or representation, all material information within its possession or control concerning the Property, including without limitation, copies of all topographical surveys, environmental reports, engineering studies, soil-bearing test data, and any similar reports and studies with respect to the City Property.
14. NOTICES
All notices under this Agreement shall be sufficiently given if delivered personally, emailed (but only if simultaneously served by another method herein specified), delivered by a regional or national overnight delivery service (i.e., Fed Express, U.S. Express Mail, Golden State Overnight), or mailed by registered or certified mail, postage prepaid, addressed to the City and Developer as follows:
City of Downey
11111 Brookshire Ave.
Downey, CA 90241
Attention: City Manager
Email: [email protected]
With a copy to: City Attorney at the same physical address and [email protected]
Lewis Land Developers, LLC
c/o Lewis Management Corp.
1156 North Mountain Ave.
Upland, CA 91786
Attention: John M. Goodman
Email: [email protected]
Such addresses may be changed from time to time by written notice given in advance in accordance with this Section.
The written notice shall be deemed received and shall be effective the same business day delivered if delivered personally or by email, the next business day after deposit with the overnight courier if delivered by overnight delivery service, or, if mailed, three (3) business days after deposit in the United States mail in the State of California or upon actual receipt by the addressee if earlier.
15. GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State of California, except for those provisions preempted by federal law.
16. COUNTERPARTS
This Agreement may be signed in multiple counterparts which, when signed by both Parties, shall constitute a binding agreement.
[SIGNATURES ON NEXT PAGE]
Exhibit A
Exhibit A
MAP OF PROPERTY
Exhibit B
Exhibit B
REQUEST FOR PROPOSAL
[See Attached]
REQUEST FOR MASTER DEVELOPER PROPOSALS (“RFP”)
The City of Downey is requesting proposals for:
Blended-Use Development Opportunity on
~55 Acres of Rancho Los Amigos’ South Campus
RFP ISSUE DATE: Monday, February 5, 2024
RFP SUBMITTAL DEADLINE: Friday, March 8, 2024 by 5:00 PM PST DEADLINE EXTENDED: Friday, March 22, 2024 by 5:00 PM PST
City of Downey
Rancho Los Amigos South Campus – Blended-Use Development Opportunity RFP
TABLE OF CONTENTS
1. Introduction and Background ......................................................................................................... 3
2. Submittal Requirements ............................................................................................................... 13
3. Disclosures ..................................................................................................................................... 15
4. Evaluation Criteria, Procedures, and Tentative Timeline ............................................................ 16
5. Additional Documentation and Contact Information .................................................................. 18
DEADLINE FOR SUBMITTAL: Friday, March 8, 2024 at 5:00 PM PST DEADLINE EXTENDED: Friday, March 22, 2024 at 5:00 PM PST
An electronic copy of the RFP and supporting documentation can be accessed at this link.
City of Downey
Rancho Los Amigos South Campus – Blended-Use Development Opportunity RFP
1. Introduction and Background
Overview of Site
The City of Downey (“City”) invites experienced master developers to submit proposals for an opportunity to develop approximately 55 acres of Los Angeles County’s (“County”) Rancho Los Amigos National Rehabilitation Facility’s South Campus (“South Campus”). The South Campus has remained mostly vacant since the consolidation of the rehabilitation center in the 1980s. The South Campus Specific Plan (“Specific Plan”) was prepared to promote future development of the property.
The South Campus, located in the southwestern corner of the City, is bounded to the north by E.
Imperial Hwy. and the Rancho Los Amigos National Rehabilitation Center’s North Campus; to the west by industrial facilities and residential (single- and multi-family) neighborhoods within the City of South Gate; to the east by an existing single-family residential neighborhood and St. Pius X – St.
Matthias Academy; and to the south by Gardendale St.
The City and County are considering a master developer or development partner (“Master Developer”) to oversee future commercial and residential development on the areas labeled 1, 2, and 3 as shown in Figure 1 and Table 1 (known as the development “Site”, which is located within the South Campus). The County is in early discussions regarding master leasing control of the Site to the City. The City will in turn sub-lease to the selected Master Developer. The Site is composed of three areas: Area 1 is home to the Los Angeles County Animal Control Shelter, Area 2 is a Los Angeles County Public Works Maintenance Yard, and Area 3 contains the offices of the Los Angeles County Sheriff Internal Criminal Investigation Bureau.
The Site is in close proximity to the 710 and 105 Freeways and to major arterial roads in the City, including Garfield Ave. (north-south) and Imperial Hwy. and Gardendale St. (east-west). It is also important to note that the Site will contain the proposed Gardendale light rail station located near the intersection of Garfield Ave. and Gardendale St. This station is part of Metro’s Southeast Gateway Line (formerly known as the West Santa An a Branch Transit Corridor) that will service the area between the City of Artesia and Union Station in Downtown Los Angeles. The Gardendale Station will be included as part of the first phase of construction of the Southeast Gateway Line that will go from the Pioneer Station in the City of Artesia to the Slauson Station in South Los Angeles to which riders may connect with the existing A Line (with service from Azusa to Long Beach). The first phase will be completed by 2035 and the second phase that will connect from the Slauson Station to Union Station in Downtown Los Angeles will be completed by 2043. The northern terminus at Union Station will allow riders from Downey to not only reach Downtown Los Angeles without negotiating traffic, but also provide them with connections to three of six existing Metro Rail lines, a Metro Busway bus rapid transit line, as well as Amtrak and Metrolink lines.
The City is seeking a Master Developer partner to sub-lease the Site from the City and develop a project featuring a blend of commercial, residential, and civic uses, in accordance with the design elements of the Transit-Oriented Development and Community Services Sub-Districts as outlined in the Specific Plan. The Master Developer should be skilled and capable of designing, permitting,
City of Downey
Rancho Los Amigos South Campus – Blended-Use Development Opportunity RFP
managing, and constructing and have previous experience with projects of similar program and scale in comparable markets.
Figure 1: Rancho Los Amigos South Campus Specific Plan Current Uses Map
Table 1: Current Uses at Rancho Los Amigos South Campus # on Map Use
1 L.A. County Animal Control Shelter
2 L.A. County Public Works Maintenance Yard
3 L.A. County Sheriff Internal Criminal Investigation Bureau
Specific Plan and Zoning Designations
The Site is located within the Specific Plan with intent to establish the vision, development framework, and policies for the South Campus. The Specific Plan contains development standards, design guidelines, and land use regulations that guide the implementation of the goals of the Specific Plan, such as creating a mixed-use, compact, multi-modal environment; enhancing the pedestrian scale and function of the built environment; promoting a family -oriented, culturally
City of Downey
Rancho Los Amigos South Campus – Blended-Use Development Opportunity RFP
enriched, healthy lifestyle; establishing a complementary mix of cultural uses, public spaces, and outdoor activities; and developing stronger connections with local neighborhoods and connectivity with various mobility options.
The Specific Plan proposes four land use sub-districts (See Figure 2) that allow for various uses in accordance with the goals outlined in the document. The Site falls within two land use sub-districts – Transit-Oriented Development (Sub-District 3, “TOD”) and Community Services (Sub-District 4, “CS”). The TOD sub-district is designated for high-density residential, neighborhood commercial, and civic uses up to 2.5 floor area ratio (“FAR”). The CS sub -district is mostly designated for open space and recreational uses with some commercial uses up to 0.5 FAR.
Figure 2: Specific Plan Land Use Sub-Districts
Overview of Development Considerations
The City desires that the selected qualified Master Developer should consider the following:
1. Potential uses identified by the City Council and City staff include:
a. New community building
b. Experiential retail, such as restaurants or other food related uses (e.g., food halls) favoring local / artisanal operators over national tenants c. Development project should present creative incorporation of public art / public space(s)
City of Downey
Rancho Los Amigos South Campus – Blended-Use Development Opportunity RFP
d. A blend of commercial and residential uses (e.g., high density residential [including a mix of market-rate and affordable units], neighborhood commercial, and civic uses, such as open space/recreational) desired
e. Development project needs to be synergistic and complementary of adjacent uses and follow the development standards outlined in the Specific Plan for Subdistricts 3 and 4 (Transit-Oriented District Subdistrict and Community Services Subdistrict, respectively)
2. Projects need to include a new Los Angeles County Public Works facility and Animal Control Building
3. Projects should involve and reflect community outreach, involvement, and input
4. Project must exemplify meaningful architecture, sustainable design, and construction that aligns with the Specific Plan
5. Master Developer will meet directly with City staff to communicate expected design and quality, as well as any proposed off-site improvements that may impact the Site
6. Willingness to enter into an Exclusive Negotiating Agreement (“ENA”) and Development Agreement (“DA”)
City of Downey
Downey is an incorporated City located in southeastern Los Angeles County approximately 15 miles southeast of Downtown Los Angeles and five miles northwest of Orange County. The City is home to a variety of businesses, attractions, amenities, and institutions. The City was named after John Gately Downey, a former State Governor who following his gubernatorial term in 1862 subdivided his 17,000-acre Rancho Santa Gertrudes into smaller agricultural plots located along the San Gabriel River (present-day Downey). New residents migrating west over the next several decades developed this area into a new community. During World War II, Downey became a major hub of aviation and aerospace in the region and was home to Vultee Aircraft – the City’s largest employer, producing 15% of the U.S. military aircraft during the war. As more residents settled in the City, Downey became the 50th incorporated city in Los Angeles County on December 17, 1956.
Over the following decades, the aviation and aerospace industry became a key economic driver in Downey. Vultee Aircraft later became part of North American Aviation and then Rockwell International. Rockwell’s facilities also served as the birthplace of the systems utilized during NASA’s Apollo Space Program in the 1960s. Following Rockwell’s departure in 199 9, the site now features the Columbia Memorial Space Center, the Downey Landing and Promenade at Downey regional shopping centers, a Kaiser Permanente hospital, and a city park.
Downey serves as a gateway community connecting Los Angeles and Orange Counties via the 5 and 605 Freeways and connecting the South Bay Cities and Long Beach via the 105 and 710 Freeways, respectively. Los Angeles County Metropolitan Transportation Authority (“Metro”) and DowneyLINK provide bus services throughout the City. Metro also provides light rail services to the City via the C- Line Lakewood Boulevard Station. Additionally, Metro is planning to open a new light rail station close to the intersection of Garfield Avenue and Gardendale Street as part of the new Southeast
City of Downey
Rancho Los Amigos South Campus – Blended-Use Development Opportunity RFP
Gateway Line servicing the area between the City of Artesia and Union Station in Downtown Los Angeles. This station is located on the southern border of the Rancho Los Amigos Specific Plan Planning Area and is scheduled to open in 2035. Downey is a full-service municipal operation with over 800 employees and maintains a full range of services including Community Development, Finance, Fire, Library, Parks and Recreation, Police, and Public Works.
The City has an estimated population of 112,100 in 2023 of which 76.6% is of Hispanic origin.
Downey has a relatively affordable cost of housing compared to Los Angeles County. According to the Zillow Home Value Index, the average home price by year-end 2023 in Downey is estimated at $814,000, less than the average Los Angeles County home. The median age of the population is 35 – two years younger than the median ages in Los Angeles County and the State of California. Median household income is estimated at $85,300 in 2023.
The largest industries in Downey include health care and social assistance, retail trade, accommodation and food services, educational services, and administration and support. Four of these primary sectors of employment (health care and social assistance, retail trade, accommodation and food services, and administration and support ) are in the top five fastest growing industries in Los Angeles County. Most workers who live in Downey commute to jobs in Los Angeles, Long Beach, Santa Fe Springs, Commerce, and Anaheim, as only 8% of the City’s labor force live and work in the City.
A Regional Map, Specific Plan Boundaries Map, Existing and Future Public Transit Map, and Street Perspectives for the Site are provided on the following pages (Figures 3 through 6). Map sources:
Rancho Los Amigos South Campus Specific Plan (all maps except for street perspectives) and Google Maps (street perspectives). Demographic data is provided by ESRI on Table 2.
City of Downey
Rancho Los Amigos South Campus – Blended-Use Development Opportunity RFP
Figure 3: Regional Map and Demographics
Table 2: 2023 Demographic Data
City of Downey
Population 112,076
Households 34,697
Avg. HH Income $114,345
City of Downey
Rancho Los Amigos South Campus – Blended-Use Development Opportunity RFP
Figure 4: Rancho Los Amigos South Campus Specific Plan Boundaries
City of Downey
Rancho Los Amigos South Campus – Blended-Use Development Opportunity RFP
Figure 5: Existing and Future Public Transit
City of Downey
Rancho Los Amigos South Campus – Blended-Use Development Opportunity RFP
Figure 6A: Street Perspective #1
Looking east on Garfield Ave. (L.A. County Animal Control Shelter)
Figure 6B: Street Perspective #2
Looking east on Garfield Ave. (L.A. County Public Works Maintenance Yard)
City of Downey
Rancho Los Amigos South Campus – Blended-Use Development Opportunity RFP
Figure 6C: Street Perspective #3
View looking north on Gardendale St. (L.A. County Public Works Maintenance Yard)
Figure 6D: Street Perspective #4
View looking west on Consuelo St. (L.A. County Sheriff Internal Criminal Investigation Bureau)
City of Downey
Rancho Los Amigos South Campus – Blended-Use Development Opportunity RFP
2. Submittal Requirements
Submittal Overview
The City reserves all rights regarding this solicitation, including, but not limited to, the right to amend or modify this RFP, reject all proposals, or suspend, postpone, or extend any dates within the City’s sole and absolute discretion with or without cause. Issuance of this RFP and receipt of proposals does not commit the City to award a contract. Should the City not receive qualified proposals of interest by a submittal deadline, it is in the City’s sole and absolute discretion to reserve the right to extend that deadline until qualified proposals of interest are received.
Respondents are responsible for ensuring submittals are received by City. All materials submitted during any part of the selection process become the property of the City. The respondent may designate portions of its submittals that contain proprietary data as “confidential,” but the City cannot guarantee that it will be able to legally enforce such confidentiality given that the City is a public agency subject to the Public Records Act.
The City shall not be responsible for any costs and/or obligations incurred by and/or on behalf of a potential developer in preparing, submitting, or otherwise participating in any part of this RF P, the selection, documentation, or the development process in its entirety. Proposers agree that they submit their proposal at their own risk and that there is no guarantee that they will be selected. The City reserves the right to request clarification or additional information from respondents.
Information included in this RFP is believed to be accurate but should be independently verified by potential respondents prior to reliance upon.
Qualifications and Proposal Content
The City’s top priority is to select a qualified / experienced Master Developer partner to aggregate, design, build, and manage a quality commercial and residential development project that will be synergistic and supportive of adjacent land uses and support the planned Metro Southeast Gateway light rail Gardendale Station, located on the southern border of the Rancho Los Amigos Specific Plan Planning Area. The evaluation criteria will consider a prospective developer’s recent experience and financial wherewithal in working on projects of similar size, scope, and quality. Section 4 of the RFP describes the evaluation criteria in greater detail.
The evaluation and selection process will include one round as follows:
1. Request for Proposals (“RFP”) – Respondents shall provide the information that follows in this Section. Once the City Review Committee evaluates each response, some or all respondents may be interviewed, as appropriate.
Respondents shall provide the following information for the RFP:
1. Letter of Introduction / Intent (“LOI”) – Include a summary of the respondent’s qualifications, development experience, past and current project experience of similar nature and size, and reasons for interest in this opportunity. The letter must identify the respondent’s interest for development and be signed by a principal or authorized officer including a statement that the officer may make legally binding commitments for the entity.
City of Downey
Rancho Los Amigos South Campus – Blended-Use Development Opportunity RFP
The letter must also include a project description of the proposed development. Not to exceed three (3) pages.
2. Detailed description of potential conceptual project – Include sufficient information as to proposed / potential uses, conceptual site plan and building design to give the City Review Committee enough information to have an idea of what the final development could contain and look like. Supporting market data, concept plan, and collateral materials are encouraged to provide support for the proposed concept. Not to exceed three (3) pages.
3. Team Members – Identify members of the development team and provide a brief description of each team member’s role including the following:
• Principals involved in the Project.
• Resumes of key team members.
• A description of team member’s proposed role and relevant experience with projects of similar nature and size and experience in and familiarity with development in Downey or surrounding areas.
• An organizational chart.
• Designation of lead contact for the team.
Not to exceed five (5) pages.
4. Relevant Project Experience - A summary of current and previous experience of the team with regard to projects comparable both in size and uses. As appropriate, this information should include a project description, photos or site plans if available, land uses, dates completed, developer role, cost/value, financing sources, duration of development processes, role of current employees in the project, existing status as to ownership and leasing of current developments, percent owned since project completion, and volume sold/leased. Additionally, please identify similar completed projects in the area that can be visited and provide a name and contact information. Not to exceed four (4) pages.
5. Project Approach - A high-level summary of the team’s approach and anticipated timing related to aggregation / acquisition, design, entitlements, permitting, financing, development, and operation. Provide examples of processes employed in other similar projects. Not to exceed one (1) page.
6. Project Schedule – Provide a project schedule (including time to acquire appropriate financing and entitlements) along with performance benchmarks to track progress. Not to exceed two (2) pages.
7. Financial Data - A summary of the potential Master Developer/development entity’s capability to source the capital necessary to successfully fund and/or finance the proposed concept. Master Developer must also submit a description of the anticipated financing structure to be utilized to finance the proposed project and specific evidence will need to be provided to support proof of the ability to fund a project of this size. Master Developer may want to include an economic term sheet, which may include a financial feasibility analysis as proof of project feasibility and financing. Not to exceed five (5) pages.
City of Downey
Rancho Los Amigos South Campus – Blended-Use Development Opportunity RFP
8. References - No less than three references (name, title, entity, telephone number and contractual relationship to respondent) that may be contacted with respect to curre nt and past project experience. Additionally, a reference list with contact information for public sector officials and staff involved in the previous projects identified as examples of Relevant Project Experience. Not to exceed one (1) page.
9. Litigation History with Public Agencies – Provide information as to any litigation that any Master Developer/development entity that comprises the overall team has had with public agencies over the last 10 years. Not to exceed one (1) page.
Submittal Date
Please return proposals for review by Friday, March 8, 2024 at 5:00 p.m. Pacific Time Friday, March 22, 2024 at 5:00 p.m. Pacific Time to the contact listed below. If the City is not satisfied with the number and quality of submittals received, the City may issue a notification to developers to continue to submit or resubmit qualifications.
Submittal Quantity and Contact
Please provide one (1) bound, printed copy of the submittal and one (1) electronic version on a thumb drive to:
Ken K. Hira
President
Kosmont Companies, Consultant to the City of Downey
1601 N. Sepulveda Blvd. #382
Manhattan Beach, CA 90266
3. Disclosures
1. The City reserves all rights to modify or terminate the selection process or not select a developer at all. This RFP and selection process does not constitute any type of offer and creates no contractual or other liability to the City. There is no guarantee that a ny contract will be executed, that any ground lease or sale will be consummated, or that a project will be reviewed or accepted pursuant to this RFP.
2. The City reserves the right but assumes no obligation to disqualify any proposer and reject any proposal should the City determine that any information submitted by the proposer is false, incorrect, or materially incomplete and/or misleading.
3. Approvals of future conveyance agreement may be subject to approval by City Council.
4. The development standards provided in the RFP are subject to change.
5. Additional due diligence information and materials can be found at the following link.
City of Downey
Rancho Los Amigos South Campus – Blended-Use Development Opportunity RFP
4. Evaluation Criteria, Procedures, and Tentative Timeline Evaluation Criteria
The following criteria will be used as the primary basis for evaluating developer responses as part of the RFP:
• The respondent's applicable experience and expertise. • The respondent’s experience in formulating and implementing successful development projects of similar scope, program, and scale.
• The respondent’s track record, experience and financial capacity / wherewithal to start and complete projects and uses similar to those requested in the RFP. • The respondent’s demonstrated ability to structure development and financial transaction structures, which minimize the City’s risk while maximizing the public’s return on assets and other public benefits.
• The respondent’s demonstrated ability to access capital for the proposed scope of development.
• Experience of key project team members with similar projects. • The respondent’s demonstrated ability to implement projects that retain and authentically reflect local character.
• The criteria above, as well as the respondent’s LOI / development proposal, including the proposed project, financial structure, project valuation, initial financial pro-forma, supportive market data, quality of design and development, fiscal impact to the City and other taxing entities, and, as applicable, project/site components to be provided by the City.
The City may request additional information.
The order of presentation of the above criteria does not necessarily denote the specific importance of the same.
Award Procedures
Note: Consultant will assist City in the process and vetting of applications but will not make any decisions about the Master Developer as it is the City Council’s sole discretionary decision.
Consultant will not act as City staff or a designated “employee” to the City and will not make governmental decisions. The ultimate decision makers will be the City Council.
1. A committee, comprised of City staff (the “Review Committee”), will evaluate responses to the RFP. The Review Committee will vet project concepts and the LOI responses to the RFP based on their judgment as to which proposals best satisfy the objectives expressed by the City, as well as provide a desired potential development project and financial return for the City. The Review Committee shall present the evaluation results to the City Council.
2. Next, a series of interviews with respondents may or may not be set up to take place before the Review Committee. During the interview, respondents will be given the opportunity to meet with City Staff to discuss project approach and execution and to better understand the
City of Downey
Rancho Los Amigos South Campus – Blended-Use Development Opportunity RFP
City’s expectations in terms of design, quality, and offsite improvements. Using this information, the Review Committee shall make selections for respondents based on the evaluation of these interviews and the respondents’ submittal.
3. Following the developer interviews, the City Council will then make the final selection decision with the top-ranked qualified respondent with the goal of entering into an ENA.
The goal of the ENA is to allow for time needed for project due diligence , establish ground lease terms, and arrive at a proper DA.
4. As appropriate, the selected development team must comply with statutory and administrative requirements pertaining, but not limited to, zoning ordinances, subdivision requirements, fee schedules, and other applicable City, County, State, and Federal codes and ordinances.
Tentative Timeline
RFP released on Monday, February 5, 2024
• Responses to RFP due on Friday, March 8, 2024 at 5:00 p.m. PST DEADLINE EXTENDED: Friday, March 22, 2024 at 5:00 p.m. PST • Developer interview(s), evaluation of RFP responses, and Review Committee recommendation by April 2024
• City Council to consider ENA with preferred developer by the second quarter of 2024
City of Downey
Rancho Los Amigos South Campus – Blended-Use Development Opportunity RFP
5. Additional Documentation and Contact Information
An online directory has been established at the following link containing additionally relevant information outlined below:
• This RFP
• Site information and maps
• City of Downey Development Fee Schedules
• Rancho Los Amigos South Campus Specific Plan
• A link to the City of Downey Municipal Code
Prospective respondents should feel free to reach out to the City and Consultant contacts included below for questions regarding this submittal. Thank you for your consideration.
City of Downey
11111 Brookshire Ave.
Downey, CA 90241
Roger Bradley
City Manager
Phone: (562) 904-7284
Email: [email protected]
Vaniah De Rojas
Asst. City Manager
Phone: (562) 904-7284
Email: [email protected]
Kosmont Companies (Consultant to City)
1601 N. Sepulveda Blvd. #382
Manhattan Beach, CA 90266
Ken K. Hira
President
Phone: (949) 226-0288
Email: [email protected]
Fernando Sanchez
Vice President
Phone: (917) 992-2438
Email: [email protected]
Exhibit C
Exhibit C
CONCEPTUAL SITE PLAN
(see attached plan)
Exhibit C
Exhibit D
Exhibit D
AFFORDABILITY REQUIREMENTS
Gov Code 37364.
(a) The Legislature reaffirms its finding that the provision of housing for all Californians is a concern of vital statewide importance. The Legislature recognizes that real property of cities can be utilized, in accordance with a city’s best interests, to provide housing affordable to persons and families of low or moderate income.
Therefore, notwithstanding any provision of a city’s charter, or any other provision of law, whenever the legislative body of a city determines that any real property or interest therein owned or to be purchased by the city can be used to provide housing affordable to persons and families of low or moderate income, as defined by Section 50093 of the Health and Safety Code or as defined by the United States Department of Housing and Urban Development or its successors, and that this use is in the city’s best interests, the city may sell, lease, exchange, quitclaim, convey, or otherwise dispose of the real property or interest therein at less than fair market value, or purchase an interest in the real property, to provide that affordable housing under whatever terms and conditions the city deems best suited to the provision of such housing.
(b) Not less than 80 percent of the area of any parcel of property disposed of pursuant to this section shall be used for development of housing. (c) Not less than 40 percent of the total number of those housing units developed on any parcel pursuant to this section shall be affordable to households whose incomes are equal to, or less than, 75 percent of the maximum income of lower income households, and at least half of which shall be affordable to very low income households.
(d) Dwelling units produced for persons and families of low or moderate income under this section shall be restricted by regulatory agreement to remain continually affordable to those persons and families for the longest feasible time, but not less than 30 years, pursuant to a method prescribed by the city. The regulatory agreement shall contain a provision making the covenants and conditions of the agreement binding upon successors in interest of the housing sponsor. The regulatory agreement shall be recorded in the office of the county recorder of the county in which the housing development is located. The regulatory agreement shall be recorded in the grantor-grantee index to the name of the property owner as grantor and to the name of the city as grantee.
(e) The provisions of this section shall apply to all cities, including charter cities. (f) The definitions of “persons and families of low and moderate income,” “lower income households,” and “very low income households” set forth in Sections 50079, 50093, and 50105 of the Health and Safety Code shall apply to this section. (Amended by Stats. 1988, Ch. 1604, Sec. 2.)