Proposed Master Development Agreement
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- Everett Neal
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1 Port Commission Update Proposed Master Development Agreement March 17, 2015
2 The Waterfront District Project Timeline TASK Public Workshops WFG WAG Purchase Property and City -Port Agreements Study Alternatives and SEPA Review Draft Plan & Regulations City Boards & Commissions Planning Commission City Council & Port Commission Master Dev. Agreement
3 Waterfront District Master Plan Five Unique Character Areas Different Land Uses & Zoning Distinct Investment & Redevelopment Strategies Cornwall Beach Marine Trades Shipping Terminal Log Pond Downtown Waterfront 237 Acres
4 Downtown Waterfront 37 Acres Urban Village Character & Density Commercial & Institutional Mixed Use Zoning Extend Central Business District to Water Downtown Waterfront Central Business District
5 Downtown Waterfront Request for Proposals 10.8 Acres Granary Building Four Master Developer Proposals Evaluation Committee Port City WWU Whatcom County Heartland Unanimous Selection Harcourt Developments
6 Port Due Diligence ( ) Financial Physical Corporate Office, Titanic Quarter, Liverpool Legal Sullivan Square, Las Vegas References Public Officials, Development Partners
7 Harcourt Vision Consistent with Port/City Master Plan Commercial Residential Adaptive Reuse Historic Icons Parks & Open Space Coordination w/ Western Crossing
8 Master Development Area 19 Acres
9 Public / Private Partnership Port Environmental Cleanup City Public Utilities Arterial Streets New Parks Harcourt Buildings Interior Roads Open Space Western Crossing
10 Proposed Master Development Agreement Harcourt Washington, LLC Ownership Structure & Key Personnel Single purpose entity formed to undertake this project Highly qualified & experienced project managers Key Person transfer restrictions Exclusive Right to Develop 19 Acres According to a Schedule Schedule provides maximum time. The market will determine the minimum time.
11 Proposed Master Development Agreement Development Schedule Granary Bldg. by nd Bldg. by rd Bldg. by ,000 sq. ft. by Million sq. ft. by 2034 Provisions for Market Conditions Delay Other than Granary Bldg. and 2 nd Bldg. A Reasonable Schedule for Private Investment
12 Proposed Master Development Agreement Property Transfers Harcourt Purchases Land Project by Project ($20 sq. ft.) Increases 3% per Year Projects Follow Master Development Schedule Option to Lease at Same Price x Port s ROI Harcourt Pays $200,000 for Granary Building Returning the Property to Productive Use
13 Proposed Master Development Agreement Property Valuation Considerations ($20 sq. ft.) Multiple Appraisals City Infrastructure Brownfield Conditions Geotechnical / Seismic Considerations Underground Industrial Infrastructure Value to Citizens of Whatcom County (Job Creation, Economic Development & Tax Base)
14 Proposed Master Development Agreement Performance Requirements Master Development Schedule Maximum time but market will dictate Provisions for Market Conditions Delay up to 24 months Ensuring Quality Development Port / City Master Plan Development Regulations Design Standards Approval of each Project before Sale or Lease
15 Legal Considerations Legal Input Identifying business risk &alternatives Document preparation Statutory & constitutional compliance Identifying and minimizing legal risk Identifying and minimizing potential future disagreements Transaction failure analysis Due diligence
16 Legal Considerations Actions Undertaken Legal analysis by two Seattle outside counsel Due diligence on Las Vegas Project Sullivan Square Participation in document structure to minimize business risk Business Risk and Alternatives Harcourt Washington, LLC will be a single purpose entity without assets Key Person transfer restrictions Termination without damages Harcourt Washington, LLC could seek protection in federal bankruptcy court Automatic conversion of exclusive rights to rights of first offer Termination without damages Limiting rights to 19 acres
17 Legal Considerations Statutory Compliance Considered SEPA, constitutional issues, Port District statutes on surplusing and Port Comprehensive Scheme of Harbor Improvements. Identifying and minimizing potential future disagreements Detailed agreement with complete disclosure Form agreements for future transactions (subject to modification) Automatic default to ROFO Termination without damages Alternate dispute resolution (arbitration) clause
18 Factors for Commission Consideration The Bellingham Market Seattle Bellevue primary Everett Tacoma secondary Bellingham tertiary Harcourt Washington, LLC Key Persons experienced in US and international Access to capital Demonstrated a understanding of the project Alternatives Seek out another Master Developer Sell parcel by parcel Port undertake development Do nothing
19 Next Steps Special Port Commission Meeting Mar. 31 (3 pm) All Documents Available on Port Website Site Preparation & Cleanup ( ) Whatcom Waterway Cleanup ( ) Phase 1 Infrastructure ( ) Building Construction Begins
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