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TO: |
Board of Trustees |
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THROUGH: |
Mary DeLoretto, Interim Executive Director |
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FROM: |
David Hancock, Acting Chief Service Development Officer |
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PRESENTER(S): |
Paul Drake, Director of Real Estate |
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Jordan Swain, TOD Project Manager |
TITLE:
title
R2021-08-05 - Resolution Authorizing Execution of a Joint Venture Agreement with Clearfield Station Partners, LLC for the Clearfield Station Transit-Oriented Development
end
AGENDA ITEM TYPE:
Resolution
RECOMMENDATION:
Approve the resolution and authorize Executive Director to execute the Joint Venture Agreement
BACKGROUND:
Clearfield Station was selected by the Board of Trustees, as a Transit-Oriented Development Site, in March 2019, after the completion of the Clearfield Connected Station Area Plan. Since that time, UTA has identified and selected Hamilton Partners and Stack Development as its development partners and completed the Clearfield Station Master Development Plan and Agreement (MDP & MDA). UTA and its Development Partners are ready to proceed with the development of individual phases, to which end, the Clearfield Station Joint Venture Agreement (Clearfield JVA) has been prepared.
The Clearfield JVA defines the legal parameters, roles, and responsibilities of UTA and its Development Partners for the duration of the Clearfield Station Transit-Oriented Development (TOD). This agreement will accompany the Clearfield Station Master Development Plan and Agreement, executed by UTA, its Development Partners, and Clearfield City in January 2021
At buildout, the Clearfield Station TOD will include approx. 300,000 to 600,000 square feet of class ‘A’ office space; 37,500 to 67,500 square feet of commercial retail space; and up to 1,000 residential units. In addition to the land uses, this project will include a variety of improvements to transit-critical infrastructure, such as an addition to the UTA bus loop, drop-off areas, a structured park & ride facility, and transit plaza. General infrastructural improvements include additional street connections and accessibility, dry and wet utilities, and multiple open spaces.
DISCUSSION:
The Clearfield JVA is a legally binding document between UTA and its Development Partners. It establishes the value of the development property, UTA’s equity contributions, revenue distributions, fees, use of CDA funds, the possibilities of remedy and termination, and various other terms.
The Clearfield JVA will govern the joint venture partnership over 8-10 development phases, including the construction of UTA park & ride facilities and other transit-critical infrastructure.
UTA will dedicate to Clearfield City the right-of-way for streets and open space to facilitate the land uses and densities described in the Master Development Plan.
The terms defined within the agreement have been reviewed by a third-party financial analysist, who has determined they reflect normal trends within the market and believes the agreement to be fair and advantageous to UTA.
ALTERNATIVES:
The execution of a joint venture agreement is essential for UTA to proceed with the development of Clearfield Station TOD.
Adjustments to particular terms may be proposed by the UTA Board of Trustees, for consideration by UTA’s Development Partners. Such adjustments may necessitate an extension to the Exclusive Negotiation Agreement (ENA) set to expire at the end of August 2021.
FISCAL IMPACT:
The land value ($7.31 per square foot, plus escalations as described within the agreement) has been determined to reflect the fair market value of the property. This value is supported by a third-party appraisal and is consistent with the efforts and negotiations of the parties.
UTA will convey the applicable real property by phase and receive equity in each development entity proportionate to the value of contributed land. Such equity will determine UTA’s ownership stake and the amount of revenue that is distributed to UTA through operating income or disposition of assets.
ATTACHMENTS:
1. Resolution
2. Clearfield Station Joint Venture Agreement