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HomeMy WebLinkAbout2013-11-05; City Council; 21414; Authorization Ground Lease West View Lot 9CARLSBAD PUBUC FINANCING AUTHORITY, CITY OF CARLSBAD, AND CARLSBAD MUNICIPAL WATER DISTRICT AGENDA BILL 16 AB# 21.414 AUTHORIZATION FOR THE CARLSBAD PUBUC FINANCING AUTHORITY TO ENTER INTO EXCLUSIVE NEGOTIATIONS FOR THE GROUND LEASE OF THE PROPERTY KNOWN AS THE CROSSINGS AT CARLSBAD WEST VIEW LOT 9 DEPT. DIREaOR ^h^l MTG. 11/5/13 AUTHORIZATION FOR THE CARLSBAD PUBUC FINANCING AUTHORITY TO ENTER INTO EXCLUSIVE NEGOTIATIONS FOR THE GROUND LEASE OF THE PROPERTY KNOWN AS THE CROSSINGS AT CARLSBAD WEST VIEW LOT 9 CITY ATTORNEY fflf'^ DEPT. CED AUTHORIZATION FOR THE CARLSBAD PUBUC FINANCING AUTHORITY TO ENTER INTO EXCLUSIVE NEGOTIATIONS FOR THE GROUND LEASE OF THE PROPERTY KNOWN AS THE CROSSINGS AT CARLSBAD WEST VIEW LOT 9 CITY MANAGER (flJ RECOMMENDED ACTION: 1. Adoption of Resolution No. 65 by the Carlsbad Public Financing Authority (CPFA) recommending that its two member agencies authorize the CPFA to enter into exclusive negotiations with LEGOLAND for the ground lease of the property known as the Crossings at Carlsbad West View Lot 9 and authorizing the City of Carlsbad to negotiate with LEGOLAND for the ground lease of the property in its capacity as lease manager for the CPFA. 2. Adoption of Resolution No. 2013-258 by the City Council of the City of Carlsbad authorizing the CPFA to enter into exclusive negotiations with LEGOLAND for the ground lease of the property known as the Crossings at Carlsbad West View Lot 9 and to act on behalf of the City of Carlsbad in all future decisions and actions related to the ground lease ofthe property. 3. Adoption of Resolution No. 1483 by the Carlsbad Municipal Water District authorizing the CPFA to enter into exclusive negotiations with LEGOLAND for the ground lease of the property known as the Crossings at Carlsbad West View Lot 9 and to act on behalf ofthe Carlsbad Municipal Water District in all future decisions and actions related to the ground lease ofthe property. ITEM EXPLANATION: On May 7, 2013, the Carlsbad Public Financing Authority (CPFA) was authorized by its two member agencies, the City of Carlsbad and Carlsbad Municipal Water District (CMWD), to solicit proposals for a long term ground lease on the property known as the Crossings at Carlsbad West View Lot 9. The Lot 9 property is comprised of two parcels, one owned by the city and the other owned by CMWD. The Authority was additionally authorized to evaluate and make recommendations to the governing boards ofthe city and CMWD regarding proposals submitted for Lot 9. On May 13, 2013, city staff released the RFP soliciting proposals and provided potential respondents a two month time period in which to prepare and submit proposals. The RFP was provided to 120 brokers, advertised online, published in several papers and trade publications and sent directly to numerous interested parties. On the submittal deadline date, staff received two proposals, one from LEGOLAND and the other from Grand Pacific Resorts. DEPARTMENT CONTACT: Kathy Dodson 760-602-2744 kathv.dodson(5)carlsbadca.gov FOf? CITY CLERKS USE ONLY. COUNCIL ACTION: APPROVED CONTINUED TO DATE SPECIFIC • DENIED CONTINUED TO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF WITHDRAWN OTHER-SEE MINUTES X AMENDED Poge 2 Upon opening the proposals, staff proceeded to review and evaluate them based upon the following criteria as presented in the RFP document: • Vision and plan for the property, • Financial benefits to the city and CMWD, • Respondent's experience and ability to perform, and • Litigation history. A multi-departmental selection committee, comprised of representatives from Finance, Parks and Recreation, Community and Economic Development, and Public Works, conducted a review and analysis of both proposals. The selection committee was assisted in its review and analysis by representatives from the Irving Group, a real estate consulting firm with expertise in commercial land development leases and from Procopio, Cory, Hargreaves and Savitch LLP, a law firm that represents government and private entities in real estate transactions. The two respondent entities each have an existing presence in the community and each one has a successful development track record within the city. Both respondents operate existing facilities either adjacent to or in close proximity to Lot 9. Both respondents are proposing resort lodging developments to be operational by 2017. A brief description ofthe two proposals is as follows: Grand Pacific Resorts Proposal Grand Pacific Resorts (GPR) proposes to construct 71 hotel units and 50 timeshare units on Lot 9. The proposal would integrate 71 new hotel rooms on Lot 9 into GPR's adjacent property by rebranding the existing Sheraton's lobby/restaurant/conference facility and one building of existing hotel rooms. The hotel is expected to be rebranded as a Westin. The 50 timeshare units on Lot 9 would be developed as an expansion of the MarBrisa timeshare development, also located on the adjacent GPR property. This project will be conventionally financed with a minimum 65 year term. LEGOLAND Proposal LEGOLAND proposes to create a 90 unit hotel development on Lot 9. A total of 50 themed rooms would be constructed in a main building located on the west end ofthe Lot 9 site with the additional 40 units constructed as free standing, highly themed LEGOLAND units. This project would be internally financed, meeting the term proposed in the RFP of 30 years with two 10 year extensions. The analysis was restricted to the benefits derived exclusively from Lot 9, as both parties have the ability to continue to develop their existing properties. Both companies have significant development experience in Carlsbad and under the selection criteria, both companies were deemed able to perform. Neither company has a litigation history that was of concern to the selection committee. Upon final review ofthe two project proposals, the selection committee judged the LEGOLAND proposal as the one best fulfilling the selection criteria described in the RFP. LEGOLAND's proposal for Lot 9 provided more financial benefits to the City of Carlsbad and CMWD than the GPR proposal. In addition, the LEGOLAND proposal was deemed to be less risky because the development of Lot 9 is proposed as a stand-alone facility, is self-financed and has a brand that is fully controlled by the respondent. The selection committee is therefore recommending that the City of Carlsbad and CMWD authorize the CPFA to enter into exclusive negotiations with LEGOLAND on the terms ofthe proposed ground lease of the Lot 9 property. Pages If approved, the City of Carlsbad, as the previously authorized lease manager, will move forward expeditiously to complete the negotiations and return to seek approval of proposed lease terms. The CPFA is also authorized to make decisions and take any further future actions related to the ground lease ofthe property on behalf of its member agencies, which would include entering into negotiations with the other respondent if negotiations with LEGOLAND are not successfully completed, and taking any actions related to the lease itself. FISCAL IMPACT: The development of Lot 9 will result in a positive fiscal impact to the City of Carlsbad and the Carlsbad Municipal Water District. Until negotiations are complete, the benefit to each agency is difficult to fully quantify; however, based upon the proposals submitted, revenues are anticipated to be generated from the property lease and from transient occupancy taxes and sales taxes collected from room stays and on-site sales. Potential lease revenue generated from use of Lot 9 will be apportioned between the CMWD and the City of Carlsbad based upon a per square foot ownership basis and leasehold interest, with any applicable taxes or fees associated with the development of the site distributed to the appropriate taxing authority. ENVIRONMENTAL IMPACTS: The recommended action does not qualify as a "project" underthe California Environmental Quality Act (CEQA) per Public Resources Code Section 21065 and State CEQA Guidelines Section 15378 in that it has no potential to cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment and therefore does not require environmental review. Proposed future development project of Lot 9 will require CEQA review and will be required to comply with all appropriate CEQA requirements. EXHIBITS; 1. Carlsbad Public Financing Authority Resolution No. 65 recommending that its two member agencies authorize the CPFA to enter into exclusive negotiations with LEGOLAND for the ground lease ofthe property known as the Crossings at Carlsbad West View Lot 9 and authorizing the City of Carlsbad to negotiate with LEGOLAND for the ground lease of the property in its capacity as lease manager for the CPFA. 2. City Council Resolution No. 2013-258 authorizing the Carlsbad Public Financing Authority to enter into exclusive negotiations with LEGOLAND for the ground lease ofthe property known as the Crossings at Carlsbad West View Lot 9 and to act on behalf of the City of Carlsbad in all future decisions and actions related to the ground lease ofthe property. 3. Carlsbad Municipal Water District Resolution No. 1483 authorizing the Carlsbad Public Finance Authority to enter into exclusive negotiations with LEGOLAND for the ground lease of the property known as the Crossings at Carlsbad West View Lot 9 and to act on behalf of the Carlsbad Municipal Water District in all future decisions and actions related to the ground lease of the property. 4. The Crossings at Carlsbad West View Lot 9 Location Map. 5. The Crossings at Carlsbad West View Lot 9 Site Map. 3 EXHIBIT 1 1 RESOLUTION NO. 65 3 2 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD PUBLIC FINANCING AUTHORITY RECOMMENDING THAT ITS TWO MEMBER AGENCIES AUTHORIZE THE CARLSBAD PUBLIC 4 FINANCING AUTHORITY TO ENTER INTO EXCLUSIVE NEGOTIATIONS WITH GRAND PACIFIC RESORTS FOR THE GROUND 5 LEASE OF THE PROPERTY KNOWN AS THE CROSSINGS AT CARLSBAD WEST VIEW LOT 9 AND AUTHORIZING THE CITY OF CARLSBAD TO NEGOTIATE WITH GRAND PACIFIC RESORT FOR THE 7 GROUND LEASE OF THE PROPERTY IN ITS CAPACITY AS LEASE MANAGER FOR THE CARLSBAD PUBLIC FINANCING AUTHORITY 6 9 10 11 14 15 16 17 18 WHEREAS, in August 2012, staff presented to a joint meeting of the City of Carlsbad City Council and the Carlsbad Municipal Water District Board of Directors, a group of underutilized properties for their consideration and direction; and 12 WHEREAS, included in these properties was a parcel referred to as the Crossings 13 at Carlsbad West View Lot 9 (Lot 9); and WHEREAS, Lot 9 is a combination of two adjacent parcels: Parcel A, one 2.7 acre lot owned by the City of Carlsbad and Parcel B, a second 0.45 acre lot owned by the Carlsbad Municipal Water District; and WHEREAS, the City of Carlsbad and the Carlsbad Municipal Water District are 19 member agencies of the Carlsbad Public Financing Authority (CPFA), which was created on April 18, 2000 to provide for the financing of public capital improvements for the member agencies 21 and for other purposes as permitted under the Joint Powers Law as agreed to by the parties; 22 and 23 WHEREAS, CPFA issued proposals to solicit responses from parties interested in 25 developing Lot 9 under a long term ground lease; and 26 WHEREAS, CPFA has evaluated the responses to the request for proposals and recommends to both member agencies that CPFA enter into exclusive negotiations with Grand 28 Pacific Resorts for the ground lease of The Crossings at Carlsbad West View Lot 9; and WHEREAS, the potential revenues generated from development on the combined Lot will be apportioned between the City of Carlsbad and the Carlsbad Municipal Water District, based upon a per square foot ownership basis and leasehold interest, with any 1 WHEREAS, the City of Carlsbad will conduct the negotiations for, and manage the ^ ground lease in its capacity as lease manager for CPFA; and 3 4 5 6 7 applicable taxes or fees associated with the development of the site distributed to the 8 appropriate taxing authority. ^ NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Carlsbad 10 Public Financing Authority, as follows: 11 1. The above recitations are true and correct. 12 13 2. CPFA recommends that its two member agencies authorize CPFA to enter into 14 exclusive negotiations with Grand Pacific Resorts for the ground lease of the property known as ^^ The Crossings at Carlsbad West View Lot 9. 16 3. CPFA has previously designated the City of Carlsbad as the member which will be 17 the lease manager for the ground lease of Lot 9. As lease manager, the City of Carlsbad will 18 19 negotiate and make recommendations to CPFA regarding ground lease terms and conditions for 20 the Crossings at Carlsbad West View Lot 9. 91 4. The City of Carlsbad is authorized to administer and manage the ground lease, 22 and distribute any revenues generated from the long-term lease of Lot 9 on a per square foot 23 ownership ratio basis, with any applicable taxes or fees associated with the development ofthe 24 25 site distributed to the appropriate taxing authority. 26 /// 27 /// 28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 i: 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Special Meeting of the Carlsbad Public Financing Authority Board, City of Carlsbad City Council and Carlsbad Municipal Water District Board of Directors held on the 5th day of November 2013, by the following vote to wit: AYES: NOES: Board Members Packard, Wood, Blackburn. Board Member Hall. ABSENT: Board Member Douglas. ATTEST: BARBARA ENGLESON, Secreta (SEAL) EXHIBIT 2 1 RESOLUTION NO. 2013-258 3 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD AUTHORIZING THE CARLSBAD PUBLIC FINANCING AUTHORITY TO ENTER INTO EXCLUSIVE NEGOTIATIONS WITH GRAND PACIFIC 4 RESORTS FOR THE GROUND LEASE OF THE PROPERTY KNOWN AS THE CROSSINGS AT CARLSBAD WEST VIEW LOT 9 AND TO ACT ON 5 BEHALF OF THE CITY OF CARLSBAD IN ALL FUTURE DECISIONS AND ACTIONS RELATED TO THE GROUND LEASE OF THE PROPERTY. WHEREAS, in August 2012, staff presented to a joint meeting of the City of Carlsbad City Council and the Carlsbad Municipal Water District Board of Directors, a group of 9 IQ underutilized properties for their consideration and direction; and 11 WHEREAS, included in these properties was a parcel referred to as the Crossings 12 at Carlsbad West View Lot 9 (Lot 9); and 13 WHEREAS, Lot 9 is a combination of two adjacent parcels: Parcel A, one 2.7 acre 14 lot owned by the City of Carlsbad and Parcel B, a second 0.45 acre lot owned by the Carlsbad 15 Municipal Water District; and 16 j7 WHEREAS, the City of Carlsbad and the Carlsbad Municipal Water District are 18 member agencies of the Carlsbad Public Financing Authority (CPFA), which was created on April 18, 2000 to provide for the financing of public capital improvements for the member agencies 20 and for other purposes as permitted under the Joint Powers Law as agreed to by the parties; 21 and 22 WHEREAS, CPFA issued proposals to solicit responses from parties interested in 24 developing Lot 9 under a long-term ground lease; and 25 WHEREAS, CPFA has evaluated the responses to the request for proposals and 2^ recommends to both member agencies that CPFA be authorized to enter into exclusive 27 28 1 negotiations with Grand Pacific Resorts for the ground lease of The Crossings at Carlsbad West ^ View Lot 9; and 3 WHEREAS, the City of Carlsbad will conduct the negotiations for, and manage the 4 ground lease in its capacity as lease manager for CPFA; and 5 WHEREAS, the potential revenues generated from development on the 6 7 combined Lot will be apportioned between the City of Carlsbad and the Carlsbad Municipal 8 Water District based upon a per square foot ownership basis and leasehold interest, with any ^ applicable taxes or fees associated with the development of the site distributed to the appropriate taxing authority. NOW, THEREFORE, BE IT RESOLVED by the City Council ofthe City of Carlsbad, California, as follows: 10 11 12 13 14 1. The above recitations are true and correct. 2. The City of Carlsbad hereby authorizes the CPFA to enter into exclusive 16 negotiations with Grand Pacific Resorts for the ground lease of The Crossings at Carlsbad West 17 View Lot 9 and to act on behalf of the City of Carlsbad in all future decisions and actions related i; to the ground lease ofthe property. 20 3. As lease manager for the CPFA, the City of Carlsbad will negotiate the ground 21 lease and make recommendations to the CPFA regarding ground lease terms and conditions. 22 23 24 25 square foot ownership ratio basis, with any applicable taxes or fees associated with the 26 development of the site collected and used by the appropriate taxing authority. 27 /// 28 4. As lease manager, the City of Carlsbad will also administer and manage the lease of Lot 9, and distribute any revenues generated from the long-term lease of Lot 9 on a per 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Special Meeting of the Carlsbad City Council, Public Financing Authority Board and Carlsbad Municipal Water District Board of Directors held on the 5^"^ day of November 2013, by the following vote to wit: AYES: NOES: Council Members Packard, Wood, Blackburn. Council Member Hall. ABSENT: Council Member Douglas. MATT HALL, Mayor ATTEST: BARBARA ENGLESON, City EXHIBIT 3 1 RESOLUTION NO. 1483 3 2 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD MUNICIPAL WATER DISTRICT AUTHORIZING THE CARLSBAD PUBLIC FINANCING AUTHORITY TO ENTER INTO EXCLUSIVE 4 NEGOTIATIONS WITH GRAND PACIFIC RESORTS FOR THE GROUND LEASE OF THE PROPERTY KNOWN AS THE CROSSINGS AT 5 CARLSBAD WEST VIEW LOT 9 AND TO ACT ON BEHALF OF THE CARLSBAD MUNICIPAL WATER DISTRICT IN ALL FUTURE DECISIONS AND ACTIONS RELATED TO THE GROUND LEASE OF THE PROPERTY. 16 17 18 19 8 WHEREAS, in August 2012, staff presented to a joint meeting of the City of ^ Carlsbad City Council and the Carlsbad Municipal Water District Board of Directors, a group of underutilized properties for their consideration and direction; and 11 WHEREAS, included in these properties was a parcel referred to as the Crossings 12 at Carlsbad West View Lot 9 (Lot 9); and 14 WHEREAS, Lot 9 is a combination of two adjacent parcels: Parcel A, one 2.7 acre 15 lot owned by the City of Carlsbad and Parcel B, a second 0.45 acre lot owned by the Carlsbad Municipal Water District; and WHEREAS, the City of Carlsbad and the Carlsbad Municipal Water District are member agencies ofthe Carlsbad Public Financing Authority (CPFA), which was created on April 2Q 18, 2000 to provide for the financing of public capital improvements for the member agencies; 21 and 22 WHEREAS, CPFA issued proposals to solicit responses from parties interested in developing Lot 9 under a long term ground lease; and WHEREAS, CPFA has evaluated the responses to the request for proposals and recommends to both member agencies that CPFA be authorized to enter into exclusive 23 24 25 26 27 negotiations with Grand Pacific Resorts for the ground lease of The Crossings At Carlsbad West 28 View Lot 9; and 1 WHEREAS, the City of Carlsbad will conduct the negotiations in its capacity as 2 lease manager for CPFA; and 3 WHEREAS, the potential revenues generated from development on the 4 combined Lot will be apportioned between the City of Carlsbad and the Carlsbad Municipal 5 Water District based upon a per square foot ownership basis and leasehold interest, with any 6 7 applicable taxes or fees associated with the development of the site distributed to the 8 appropriate taxing authority. ^ NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Carlsbad 10 lunicipal Water District, California, as follows: 11 1. The above recitations are true and correct. 12 13 2. The Carlsbad Municipal Water District hereby authorizes the CPFA to enter into 14 exclusive negotiations with Grand Pacific Resorts for the ground lease of The Crossings at Carlsbad West View Lot 9 and to act on behalf of the Carlsbad Municipal Water District in all 16 future decisions and actions related to the ground lease ofthe property. 17 3. As lease manager for the CPFA, the City of Carlsbad will negotiate the ground 1' 19 lease and make recommendations to the CPFA regarding ground lease terms and conditions. 20 4, As lease manager, the City of Carlsbad will also administer and manage the lease of Lot 9, and distribute any revenues generated from the long-term lease of Lot 9 on a per square foot ownership ratio basis, with any applicable taxes or fees associated with the development of the site collected and used by the appropriate taxing authority. /// 21 22 23 24 25 26 /// 27 28 /// -2- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 l: 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Special Meeting of the Carlsbad Municipal Water District Board of Directors, City of Carlsbad City Council and Carlsbad Public Financing Board held on the 5th day of November 2013, by the following vote to wit: AYES: NOES: Board Members Packard, Wood, Blackburn. Board Member Hall. ABSENT: Board Member Douglas. MATT HALL, President ATTEST: BARBARA ENGLESON, Secrej;frry (SEAL) -3- LOCATION MAP CM ••.UkuqoNy-- :•;/ % ** Q \ 4 *nt.Tos^?o ^ 4pAY AV The Crossings at Carlsbad West View Lot 9 VICINITY •uH": MAP ' [ ff I PROJECT NAME The Crossings at Carlsbad West View Lot 9 EXHIBIT J:\Req uests2010P! us\PropEn viron\M uni Prop\5148207_13 13 SITE MAP PROJECT NAME Ttie Crossings at Carlsbad West View Lot 9 EXHIBIT J:\Requests2010Plus\PropEnviron\MuniProp\5148207_13 September 18,2013 Tim Stripe Grand Pacific Resorts 5900 Pasteur Court, Suite 200 Carisbad CA 92008 Dear Tim: It has come to my attention that you have made a proposal to the City of Carlsbad to develop the city-owned parcel adjacent to the Grand Pacific Resorts/Sheraton Hotel with an expansion of your existing hotel development. I am writing this letter to let you know that if the city is considering allowing the parcel to be developed privately, I would strongly support your proposal to develop the parcel with an expansion of your hotel uses. During my tenure as the Planning Director for the city, I had the opportunity to review and make recommendations on several of your projects including the Sheraton Hotel project. I was always impressed with your professionalism. Integrity and commitment to balance your business goals with the goals and Interest of the city for the highest quality of development. I believe that your projects represent that level of quality and that the Grand Pacific Resort/Sheraton Hotel project Is one of the premier projects that I had the opportunity to work on. From both a land use and economic standpoint, I think an expansion of the project on the adjoining city-owned parcel especially given its proximity to the municipal golf course Is a proposal worthy of favorable consideration. Good Luck and Best Regards, Michael J. Holzmiller c: Mayor Matt Hall, City of Carisbad NATIONAL BANCORP COMMERCIAL ASSKT MANAGEMENT* CONSULTING SERVICES November 4, 2013 Mr. Tim Stripe 5900 Pasteur Court Carlsbad, CA 92008 RE: Potential LEGOLAND Expansion Hi Tim, I wanted to respond In writing to the prospect of the future expansion of the LEGOLAND Hotel In Carlsbad. As a resident of Carlsbad, this potential expansion concerns me. It's not LEGOLAND Itself, (which I think has been good for Carlsbad to date); but It's their ownership structure that concerns me. It is my understanding that the majority Interest of LEGO's parent. Merlin Entertainment, is owned by Blackstone, out of New York, and CVS Capital, out of London. I believe both these private equity/hedge funds have a business model that by design buys existing assets, hopefully adds value, then resells those assets over a relatively short period of time. It's when they sfiU their assets that they earn their money, so there Is always a motivation to sell. Case in point: o Blackstone purchased Hilton in 2007 and Is now cashing out (via an IPO) next month. o Blackstone purchased La Quinta Hotels In 2006 and is now cashing out. o Blackstone purchased Extended Stay America Hotel Group in 2004, then cashed out. o Blackstone purchased Extended Stay America Hotel Group again in 2010 out of bankruptcy, and Is now cashing out again. Unlike companies like Grand Pacific, who are local, who develop, operate, and make a living from running an ongoing concern. Whenever owners (Investors) don't live where they invest, their motivations can sometimes just be profit. And whenever businesses are sold for short term profit, it doesn't usually work out for the benefit of the locals. Hopefully this will not be the case in Carlsbad. Good luck in your quest to expand your current operation Into a Westin/Sheraton brand. It would be a great feather In your cap, and great for the City of Carlsbad! Steve Halterman 'NATIONALRESOURCES WITH INDIVWUAUZEDSERVICE' STEVKIV HAI.TKRMAN | PRESIDENT j NATIONAL BAXCOHP 7766 EXCHANGE PLACK | LA JOI.U,CA 92037 760.828.4265 Ol-TMIE I S/tl .482.227lCra.L UNITED STATES MARINE CORPS MARINE MEDIUM HELICOPTER SQUADRON 268 MARINE AIRCRAFT GROUP 16 P.O. BOX 452043 SAN DIEGO, CA 92145-2043 IN REPLY REFER TO: 1000 CO 23 Feb 13 Sheraton Carisbad Resort & Spa 5480 Grand Pacific Drive Carisbad, CA 92008 Dear Management and Staff of the Sheraton Carisbad Resort & Spa: On behalf of HMM-268,1 would like to thank you for the complimentary meeting spaces, delicious breakfast, and reduced room rates you provided in support of our HMM-268 "Art of Marriage" Retreat on February 10-11, 2013. The free night stay that Mr. and Mrs. Stripe provided as a door prize to our youngest couple was an unexpected and welcome surprise! Our unit recently returned from a five-week exercise in Twenty-nine Palms, CA. This event was a welcome reunion for the spouses. The hardships of a military marriage during time of war are well publicized. As leaders, we strive to provide support to the families in any way we can, but our resources are limited. As such, we truly appreciate your generous support in endeavors such as this. Thank you and God bless! Sincerely, B. R. PETERSON Lieutenant Colonel United States Marine Corps Commanding Officer, HMM-268 ICAUFORNIA ASSCXIATION OF UTlNq Oct. 31,2013 Chris Draper Sheraton Carisbad Resort and Spa 5480 Grand Pacific Drive Carisbad, CA 92008 Dear Chris, In following up to another successful July 2013 program the board is presendy meeting on die placement of our 2015 program at the Sheraton Carisbad Resort and Spa. Regarding our conversation, the Califomia Association of Latino Superintendents and Administrators would fmd the additional guestrooms and the introduction of the Westin brand at your property beneficial. We presently enjoy our partnership and with the expansion plans you have outiined we view it to be advantageous to grow that partnership with the potential of an increased number of programs. We look forward to learning more as the project progresses. Sincerely, Dr. David Gomez Executive Director 1029 J street, Suite 500 •Sacramento, CA95814 Btel 916.444.3216 • fax 916,444,3739 • web v\ww.calsa.org Audrey Van-Alyea ACS Planning Global Account Manager Dear Julie, It was exciting to discuss the possibility of an addition of a Westin Hotel with additional meeting space In Carisbad, CA. In woridng with various Carisbad companies and I would find the additionai guestrooms and the introduction of the Westin brand at your property beneficial. We presently enjoy the mutual partnership with Sheraton Carisbad and have found on more than one occasion that we could fill additional meeting space and guest rooms as there are limited number of full service hotels that offer meeting space. Best wishes to you on the progression of this project! All the best, Audrey Van Alyea ACS Planning Long Term Lease Proposal The Crossings at Carlsbad West View Lot 9 Background: •August 21, 2012 – Joint Council and CMWD Board Workshop –Approved list of underutilized properties –Authorized staff to investigate sale/lease proposals •May 7, 2013 – Joint City, CMWD and CPFA board meeting –Approved and authorized issuance of Lot 9 RFP –Authorized CPFA to evaluate proposals and make recommendation –Authorized CPFA to administer and manage City/CMWD lease 2 Background: •May 13, 2013 - Staff released Lot 9 Request for Proposals •July 8, 2013 – Proposals Submitted •July/September 2013 – Interviews with developers and response to questions •November 2013 – Staff selection committee recommendation 3 Team Intro This is a complex and important project and we put together a team of specialists to ensure a thorough and valid analysis •Consultants supplemented the city evaluation team: –Casey Kinslow – Chief Financial Officer, The Irving Group –Michael Lyon – Partner, Procopio Law •City team members: –Kathy Dodson - Community & Economic Development director –Chuck McBride – Administrative Services director –Colette Wengenroth – finance manager –Chris Hazeltine – Parks & Recreation director –Skip Hammann, Jr. – Public Works director –David Hauser – Property & Environmental Management director –Joe Garuba – municipal property manager 4 Proposal Evaluation Criteria: The Request for Proposal was approved by City Council with the following evaluation criteria: •Respondent experience and ability to perform •Litigation history •Vision and plan for the property •Financial Benefits to the Authority, City and CMWD 5 Analyzing Financial Benefits •Term – a shorter term lease increases control and reuse of the property by the owner and allows for faster property revaluation •Reversion – considers the ease of returning the property to public use •Brand Control – provides certainty of brand to be used on property and decreases the number of parties involved in negotiations •Revenue/economic benefit – considers direct monetary gain from the lease as well as related economic benefits such as tax revenue enhancement •Financing – independent financing eliminates the need to obtain construction and permanent financing from a third party, increasing the likelihood of development and reducing the project timeline 6 Lot 9 7 •Total acreage 3.15 acres –Golf Course Lot 9 – 2.70 acres –Water Tank Lot - 0.45 acres •Site located at northwest corner of The Crossings Drive •Surrounding commercial uses are Commercial Tourist Zone and Open Space Proposal The City of Carlsbad was fortunate to receive two excellent responses to our Request for Proposals. The respondents were: •Grand Pacific Resorts •LEGOLAND California The analysis was restricted to the benefits derived exclusively from Lot 9, as both parties have the ability to continue to develop their existing properties. 9 Grand Pacific Resorts (GPR) Proposal: •Within Lot 9 footprint –Construct 71 units of higher end hotel (proposed Westin) –Construct 50 units of timeshare (MarBrisa) •Required conversion of additional property –Westin lobby, conference center and additional rooms would be on Grand Pacific Resort property (currently Sheraton) 10 CITY OF CARLSBAD 11 Existing Sheraton Hotel Building 50 Proposed Timeshare Units (MarBrisa) 71 Proposed Hotel Units (Westin) Lot 9 Boundary Grand Pacific Resorts Proposal Lot 9 Site Plan 11 Proposed Westin Hotel LEGOLAND Proposal Scenario A •90 hotel units –50 hotel units in main structure –40 stand-alone hotel units •Development is self-contained with a lobby, shop and restaurant included in the 50 room hotel Scenario B •175 unit hotel 13 LEGOLAND Proposal Lot 9 Boundary Plan View 50 Room Hotel 40 Units Themed as Tree Houses and Hobbit Lodges 14 LEGOLAND Proposal Perspective View 15 Selection Criteria 16 •Experience and ability to perform –We are very fortunate that both GPR and LEGOLAND have extensive and long term experience in Carlsbad and have shown an ability to complete and operate projects in our city. •Litigation History –Neither respondent had a litigation history that concerned the selection committee Selection Criteria - Vision 17 •Grand Pacific Resorts –Proposes adding the Westin brand to our market and adding additional time share units on Lot 9. This type of product would be attractive to Carlsbad’s existing visitors with the Westin brand focused on business travelers. •LEGOLAND California –Proposes adding 50 units of themed hotel rooms and an additional 40 units of separate lodges. This type of product is unique to the LEGOLAND brand and would build on their national and international visitor market. Criteria: Financial Benefits •Term •Dollars –Direct benefit –Indirect benefit •Financing •Reversion •Brand Control 18 Financial Model Assumptions 19 Lego Sheraton Initial Occupancy 71% 66% Stabilized Occupancy 75% 78% ADR $315 $250 Avg Spend per Room $95 $126 Summary 20 *Note: Indirect benefit is net present value discounted over 30 years Lego GPR Term 30 Year (2 Ten-Year Ext) 65 Year Financial Benefit: Direct (First Year) $157,000 $133,000 Direct (30 Year) $5.5 million $2.6 million Indirect (30 Year)* $16.7 million $13.6 million Financing Internal External Recommendation •Adopt Resolution Nos. 2013-258, 1483 and 65 of the City Council and Carlsbad Municipal Water District (CMWD) approving the successful proposal for the ground lease of the property known as the Crossings at Carlsbad West View Lot 9 and authorizing the Carlsbad Public Financing Authority (CFPA) to negotiate with LEGOLAND for the ground lease of the property 21 Tim Stripe Co-President G RAND P ACIFIC R ESORTS GRAND PACIFIC RESORTS COMPANY HISTORY Founded in 1983 by Current Principals Tim Stripe & David Brown Carlsbad Based Company with over 1,000 Employees Capital/Debt Financing Since Inception of over $800 Million Fifteen (15) Hospitality Properties with Five (5) in Carlsbad G RAND P ACIFIC R ESORTS CITY OF CARLSBAD 2 LOT 9 – EVENT SPACE Legend: Westin Carlsbad Resort & Spa Hilton MarBrisa Carlsbad Resort G RAND P ACIFIC R ESORTS SLIDE FROM BRIAN Speaker List Tim Shinkle Grand Pacific Resorts Rick Manur Azul Hospitality Group Randi Coopersmith Latitude 33 Planning & Engineering Bruce Baltin PKF Business Advisors Suzanne Mellon Hotel Valuation Services Tim Shinkle Chief Financial Officer G RAND P ACIFIC R ESORTS Grand Pacific Resorts Total Annual Tax Revenues Paid/Projected to be Paid to the City G RAND P ACIFIC R ESORTS Rick Mansur President/CEO WESTIN HOTELS 192 Hotels and Resorts Personal and Instinctive World-Class Hotels and Golf Resorts Compelling Group Destination Properties SHERATON HOTELS 436 Hotels and Resorts Approachable and Affordable Strong Family Product Value-Driven Corporate Stays WESTIN HOTELS & GOLF RESORTS High-end Resort Presence in Great US Locations Strong Complementary Product to Sheraton Brand is Extremely Strong in Attracting High-End Destination Groups Allows Carlsbad to Attract SPG Customers from Other Westin Golf Resorts Arizona The Westin Kierland Resort & Spa The Westin La Paloma Resort & Spa California The Westin Desert Willow Villas, Palm Desert The Westin Mission Hills Golf Resort & Spa Colorado The Westin Riverfront Mountain Villas, Beaver Creek Mountain Florida The Westin Diplomat Resort & Spa, Hollywood Florida Walt Disney World Swan Georgia The Westin Savannah Harbor Golf Resort & Spa Hawaii The Westin Princeville Ocean Resort Villas The Westin Ka’anapali Ocean Resort Villas The Westin Maui Resort & Spa, La’anapali South Carolina The Westin Hilton Head Island Resort & Spa Texas The Westin Stonebriar The Westin La Cantera Hill Country Resort Randi Coopersmith Principal Bruce Baltin Senior Vice President Suzanne Mellen Senior Managing Director of Consulting & Valuation PROJECT FEASIBILITY REVIEW LEGOLAND Adventure Lodge Hotel Prepared by: PINNACLE ADVISORY GROUP WEST, INC. 567 San Nicolas, Suite 370 Newport Beach, CA 92660 www.pinnacle-advisory.com September 2013 BOSTON NEW YORK ORANGE COUNTY SOUTH FLORIDA LEGOLAND California Tracking to Our Original Forecasts LEGOLAND hotel will generate slightly more than $1.7 million in incremental TOT tax annually Key Indicator 2013 (±272 days) Pinnacle Yr 1 Variance Occupancy 76.9% 69.0% 11.4% ADR $246 $228 7.9% RevPAR $189 $157 20.2% Ancillary Spend POR $107 $98 9.1% Gross Sales POR $352 $326 8.2% TOT (annualized) $1,725,090 $1,435,167 20.2% More Brand Magic for Adventure Lodge •Forecasting similar occupancy to LEGOLAND Hotel •ADR forecast 30% - 35% higher due to unique units •Not enough Suites at LEGOLAND Hotel •39% of units are stand alone •Normally a 2x multiplier for stand-alone units •Pinnacle within 5% of LEGOLAND’s forecasts •$800,000 in incremental TOT likely •Merlin Entertainments can fund internally RevPAR:April May June July Aug Sept LEGOLAND CA Resort $130.69 $184.26 $277.71 $321.39 $309.89 $132.90 Resort STR Set $141.60 $127.26 $162.93 $224.00 $210.60 $125.55 Commercial STR Set $99.71 $98.51 $125.58 $162.24 $141.60 $89.84 Combined $125.81 $116.43 $148.85 $200.69 $184.56 $112.07 Change over LY: Resort Hotels 8% 13%7% 17% 12% 8% Commercial Hotels -7% 2% -7% 8% 3% 3% Combined 4% 10%2% 14% 9% 6% Source: LEGOLAND CA Resort Mgmt; Smith Travel Research LEGOLAND California Hotel is Net New Tourism Spend No cannibalization of area hotels’ demand 36% 47% 11% 2% 2% 2% INTERNATIONAL NATIONAL OTHER US NORCAL SOCAL SAN DIEGO $0 $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000 BROADCAST PRINT ONLINE MEDIA VALUE BY OUTLET BROADCAST | PRINT | ONLINE CIRCULATION: 2,419,325,869 MEDIA VALUE: $4,513,086 Educational Cash Donations Educational In Kind Donations $590,148 $32,148 $24,300 $20,000 $78,933 Carlsbad Unified School District Encinitas Union Schools Carlsbad Chamber / Partners in Ed Foundation Children's Discovery Museum of North County in Carlsbad Carillo Elementary PTO Kids College San Diego Science Alliance Reach Out 'N Read San Pasqual School Foundation Cash Donation Breakdown $749,279 $680,597 Total Commitment: $1,429,876