Request for Proposals: Rehabilitation & Operation of the Henry J. Kaiser

REQUEST FOR PROPOSALS (Notice of Development Opportunity)

For the Development of 1911 TELEGRAPH AVENUE

Issued by: City of Oakland Economic & Workforce Development Dept.

Submission Deadline: December 1, 2014

TABLE OF CONTENTS

I. SUMMARY �� 1

II. BACKGROUND �� 3

III. DEVELOPMENT OPPORTUNITY ��11

IV. SUBMISSION PROCESS & REQUIREMENTS ��13

V. CITY OF OAKLAND REQUIREMENTS AND PROGRAMS ��28

VI. ADDITIONAL TERMS AND CONDITIONS ��37

VII. ATTACHMENTS AND ELECTRONIC LINKS ��40

REQUEST FOR PROPOSALS – 1911 TELEGRAPH AVE.

I. SUMMARY

The City of Oakland (“City”) is seeking proposals from qualified Introduction development teams (the “Respondent”) to design and develop a mixed-use project on a City-owned parcel (the “Property”) located at 1911 Telegraph Avenue in the thriving Uptown area of Oakland’s Central Business District. The City’s vision for the site is a project that will add to and complement the vitality of the Uptown Arts and Entertainment District. The City envisions an iconic and mixed- use building of high architectural quality that includes a significant amount of housing, attractive and inviting ground floor retail, and, ideally, a hotel component. While there is not an affordable housing requirement for this site, as described in more detail in this RFP, the City will look favorably on projects that provide housing opportunities at a variety of income levels.

The City is proposing to sell the Property to the selected developer. Interested development teams must submit qualifications, a design concept, and a financial proposal. A Selection Panel led by City staff will evaluate all proposals, conduct interviews with the top finalists and select a qualified developer based on the selection criteria included in this Request for Proposals (“RFP”). Following this process, staff will recommend a development team for review and approval by the City Council, in its sole and absolute discretion.

The Property is located at 1911 Telegraph Avenue, on the east Property Location side of the block bounded by Telegraph Avenue, 19th Street, Henry J. Kaiser Memorial Park and William Street at the center of the vibrant Uptown Arts and Entertainment District. In addition to being a premier nightlife destination for East Bay and San Francisco residents, the Uptown area includes many music venues, cafes, restaurants, and art galleries.

The Property is next to the historic Fox Theater and the Uptown Apartments and across from the Floral Depot building and the former Sears Building, which is undergoing a transformation from a department store to an office building with ground floor retail. The Property is one block from the 19th Street Bay Area Rapid Transit (“BART”) Station.

The Property is in the Central District Redevelopment Project Area (the “Project Area”), which covers Oakland’s Central Business District.

SUMMARY | 1 REQUEST FOR PROPOSALS – 1911 TELEGRAPH AVE.

Exclusive Negotiation Once a development team has been selected by the City Council, Agreement staff will work with the selected development team to finalize and execute an Exclusive Negotiation Agreement (the “ENA”), which will provide the development team an exclusive right to negotiate with the City for a specified period of time (the “ENA Period”). The selected development team will be required to provide a non- refundable deposit of $25,000 (the “ENA Deposit”) within ten (10) days after the execution of the ENA. During the ENA Period, the developer shall conduct environmental review for the proposed project to meet the requirements of the California Environmental Quality Act (“CEQA”).

Disposition and During the ENA Period, City staff and the selected development Development team will negotiate the terms of a binding agreement for the Agreement sale and development of the Property (commonly referred to as a “Disposition and Development Agreement” or “DDA”). Exact duration and financial terms of the sale are to be negotiated.

Pre-Submittal Meeting A pre-submittal meeting will be held at City Hall in Oakland on Wednesday, October 29, 2014 at 10:00 a.m. See Section IV “Submission Process and Requirements” herein for the location of the meeting.

Submission Deadline Proposals are due on December 1, 2014 at 4:00 p.m. to:

Office of the City Administrator Contracts and Compliance Unit 250 Frank Ogawa Plaza 3rd Floor, Suite 3341 Oakland, CA 94612

Attention: Jens Hillmer Project: 1911 Telegraph RFP

Contact Jens Hillmer, Urban Economic Coordinator Economic & Workforce Development Department Project Implementation Division City of Oakland 250 Frank H. Ogawa Plaza, Ste. 5313 Oakland, CA 94612

Tel.: (510) 238-3317 Email: [email protected]

2 | SUMMARY REQUEST FOR PROPOSALS – 1911 TELEGRAPH AVE.

II. BACKGROUND A. The Central District Redevelopment Project Area

The Property is located in the Project Area, which generally encompasses downtown Oakland. The Project Area covers approximately 250 city blocks (828 acres) in an area generally bounded by I-980, Lake Merritt, 27th Street and the Embarcadero. The Project Area is a major economic and transportation hub in the San Francisco-Oakland Metropolitan Area and includes 24 Class A and 51 Class B office buildings with approximately 10.7 million square feet of office space. The Project Area is also at the center of the BART system, with three stations (12th Street Oakland City Center, 19th Street Oakland and Lake Merritt (Oakland)) located within its boundaries. More than forty (40) Alameda-Contra Costa Transit District (“AC Transit”) bus lines connect the Project Area with other parts of Oakland and nearby communities.

On June 12, 1969, the City Council adopted the Central District Urban Renewal Plan (the “Redevelopment Plan”) for the Project Area. The City subsequently amended or supplemented the Redevelopment Plan up to April 3, 2012. The Project Area contains a mixture of industrial, commercial and residential uses. The Redevelopment Plan is effective until June 12, 2023. B. Project Area Affordable Housing Requirements

The Redevelopment Plan includes an affordable housing production requirement that 15 percent of all new residential units in the Project Area be affordable to persons and families of low or moderate income. This requirement must be maintained across the entire Project Area. Because the Oakland Redevelopment Successor Agency (“ORSA”) is currently in compliance with – and exceeding –this requirement, there is no individual affordable housing requirement on the Property. However, the City will look favorably on proposals that commit to providing housing opportunities to a variety of income groups. C. Redevelopment Agency Background

On February 1, 2012, California law dissolved redevelopment agencies throughout the State, including the Oakland Redevelopment Agency (“Agency”). The City created ORSA to assume the management and oversight of the former Agency. Pursuant to Assembly Bill x1 26 and its trailer Bill 1484: the California Department of Finance (“DOF”): (1) issued a Finding of Completion to ORSA; and (2) on June 2, 2014, approved ORSA’s long-range Property Management Plan (“PMP”) that addressed the disposition and use of the real properties previously owned by the Agency. Pursuant to the PMP, real property

BACKGROUND | 3 Broadway Auto Row

27th Street Whole 980 Foods

26th Street

Sycamore Street 25th Street Valdez Waverly Street

Valdez Street

Harrison Street

25th Street Webster Street 24th Street YMCA Upper Lake Merritt REQUEST FOR PROPOSALS – 1911 TELEGRAPH AVE. Broadway Residential Grand

24th Street 100 Grand

Lake 23rd Street Broadway Merritt Grand Tower Cathedral of Christ Grand Avenue Caltrans the Light

West Grand Avenue Ordway Building

Center Twenty- Lake Merritt One

Kaiser Center

22nd Street BART Lakeside Park Lake Merritt Paramount Theatre District 21st Street

Touchstone Lake Climbing Uptown 20th Street Merritt Plaza Uptown Place Alameda Homes County Uptown Social Station Services Thomas L. BerkleyRashida Way Muhammad St. (20th TheSt.) Uptown (Sears) Apartments Snow Park

20th Street The Uptown William Street Apartments 1911 Floral 244 Telegraph Depot Henry J. Kaiser Lakeside Lakeside

Memorial Park Broadway

Telegraph Ave. The Uptown Drive Apartments 19th Street 19th Street 19th Street Fox Theater Fox Lake Courts The 1800 Merritt Essex City Hotel San Pablo Garage 18th Street 18th Street Lake Merritt Oakland Ice San Pablo Center 17th Street Martin Luther King Jr. 17th Street 17th Street 17th & Broadway Franklin 17th Street Parking Building Scottish Garage Latham Rite Square A.C. Temple Transit Lake Merritt 16th Street Boating Center 16th Street Rotunda Gold Coast Building State Dalziel Bldg Bldg 15th Street Plaza 980 Bldg Lionel 15th Street Wilson Bldg Malonga Camron Casquelourd Stanford Centre House City Frank Hall Ogawa 1404 Plaza Franklin 14th Street 14th Street

Hotel Preservation 226 13th Oakland Merchants Oakland Public Park City Walk Garage Street (T-10) Library Unity Federal City Center Bldg

13th Street Street Oak Harrison Street Harrison Franklin Jackson Street Madison Street Webster StreetAlice Frank G. Mar Tribune Community Alameda Tower Post Alameda City Center Clorox Center Oce County West Garage Administration County Je erson Street Castro Street Martin Luther King Jr. King Clay Street Clay 250 12th Courthouse Bldg Street 12th Street Broadway City Center 555 City 11th & Clay Jackson Jackson APL Center Center (T-12) Center (T-5/6) 188 (T-9) Two One UCOP 11th Street Oces 11th Street Oakland Museum of California Lincoln Lincoln EBMUD Neighborhood Elementary Henry J. Kaiser Lafayette Oakland Marriott Trans-Pacic Center School Convention Park Convention Center Hotel Center Center Renaissance Plaza 10th Street Washington Inn Old Town Swan's Courtyard Square Market By Marriott Hotel LEGEND Fallon Street Fallon Old Oakland 9th Street Chinatown Buildings Market Madison Laney Square Square College Parks/Open Space

8th Street BART (Bay Area Rapid Transit) Metro Center

7th Street

325 7th Harrison Je erson Police 8 Orchids Square Square Street County Department Courts

880

5th Street

County County Figure 1. 1911 Telegraph and Vicinity. Oces Oces

4th Street

Allegro The Sierra

Allegro 880 3rd Street

4 | TelecomBACKGROUND Allegro Bldg

2nd Street

Castro Street Washington Retail

Garage Amtrak Street Oak Madison Street Street Garage Webster Harrison Street Jackson Street

Cost Franklin Alice StreetAlice Broadway PG&E PG&E StreetWashington Jack London Station Je erson Street Martin Luther King Jr. Plus Street Clay Cinemas JL Square Residential Tower Embarcadero

Barnes Theatre & Noble Port 66 Franklin Street California Oce Garage Oces Harvest Hall

Oak to 9th Water Street Pavilion 2

Pavilion I Jack London The Landing Waterfront Hotel Plaza Hotel Square

Estuary Park

KTVU

Oakland Inner Harbor

Recent Projects Retail/Entertainment Hotel with Existing Buildings Completed or 5,000 sf 5,000 sf retail/entertainment Underway: 5,000 sf 5,000 sf retail/entertainment Major Buildings/Anchors Other Buildings Oce with Residential with 5,000 sf retail/entertainment 5,000 sf retail/entertainment Parks/Open Space BART (Bay Area Rapid Transit) Community & Economic Development Agency 5,000 sf retail/entertainment 5,000 sf retail/entertainment October 2014 REQUEST FOR PROPOSALS – 1911 TELEGRAPH AVE. assets were transferred to the City for continued governmental use or retained for future disposition and development. ORSA transferred certain properties, including the Property, to the City for disposition and development.

The Property is currently subject to a Master Compensation Agreement whereby net unrestricted proceeds from a sale will be sent to the County Auditor-Controller for distribution to the other taxing entities including the City. Transfer of the Property from the City to the Developer will be conditioned upon all taxing entities fully executing the compensation agreement. D. The Property

Location and Size: The Property is located at 1911 Telegraph Avenue. The Property’s current assessor’s parcel number is 008- 0716-058. The Property is approximately 1.04 acres (45,119 square feet) in size and is situated on the east side of the block bounded by Telegraph Avenue, 19th Street, Henry J. Kaiser Memorial Park, and William Street in downtown Oakland.

Figure 2. 1911 Telegraph Project Site – View from the West.

Current Use and Site Availability: The Property is largely vacant; however, a large strip along the Property perimeter facing Telegraph Avenue and 19th Street currently serves as the location of a temporary art park that displays large sculptures on a rotating basis. This program is managed by the City’s Cultural Arts and Marketing Division. Staff will require a full 12-month notice before vacating the Property for development.

BACKGROUND | 5 REQUEST FOR PROPOSALS – 1911 TELEGRAPH AVE.

Figure 3. Satelittle View of 1911 Telegraph and Surrounding Area.

6 | BACKGROUND REQUEST FOR PROPOSALS – 1911 TELEGRAPH AVE.

Environmental Contamination: On August 25, 2006, and November 21, 2007, respectively, the Agency and Forest City Enterprises received “No Further Action” letters from the California Regional Water Quality Control Board after the removal of metal and fuel affected soils at the Property. As a result, it is anticipated that no remediation efforts will be necessary at the Property as part of any future development. The Developer will be required to take title to the Property on an “As-is” basis. See also Section VI (D) below. E. The Existing Neighborhood

The Property is located at the center of Oakland’s thriving Uptown Art and Entertainment district, which is Oakland’s premier entertainment area with many new restaurants, local retailers, bars and music venues, as well as a vibrant art scene that includes the monthly “First Friday” Art Walk sponsored by Oakland Art Murmur.

Figure 4. Southwestern view of 1911 Telegraph with Fox Courts, The Uptown, and Henry J. Kaiser Memorial Park.

There are numerous nationally-recognized architectural landmarks and historic buildings in the Uptown District. For example, the Property is adjacent to the historic 2,800-seat Fox Theater. Other notable historic buildings in the vicinity of the Property include the Cathedral building, the 3,000-seat Paramount Theater, the Floral Depot building and the former Sears Building (which is undergoing a major rehabilitation for reuse as creative office space and ground floor retail). The Property is also close to the popular dual rink Oakland Ice Center and next to the 665-unit “Uptown Apartments” built by Forest City Enterprises. The Property abuts Henry J. Kaiser Memorial

BACKGROUND | 7 REQUEST FOR PROPOSALS – 1911 TELEGRAPH AVE.

Figure 5. Southeastern view of 1911 Telegraph with Fox Theater, Floral Depot, and Uptown Station (Sears).

Park, which provides 25,000 square feet of open space and features the “Remember Them” sculpture by Mario Chiodo, one of the largest bronze sculptures in the United States that honors 25 humanitarians, including Martin Luther King, Maya Angelou, Ruby Bridges, Cesar Chavez, and Mother Teresa. F. Transportation Access

Located one block west of the Uptown Transit Center, the Property is in easy walking distance to both BART (BART 12th Street – City Center and 19th Street Stations) and AC Transit. BART routes that serve the area include the Richmond/Daly City-Millbrae, Fremont/ Richmond, and Pittsburg/Bay Point-San Francisco Airport/Millbrae lines. AC Transit routes that serve the area include the 1, 1R, 11, 12, 18, 51A, 58L, 72, 72M, 72R, 800, 802, 805, 851, and NL lines. Oakland’s Greyhound bus depot is approximately 4 blocks from the Property at 2103 San Pablo Avenue near Interstate 980.

8 | BACKGROUND Broadway Auto Row

27th Street 980

26th Street

Sycamore Street 25th Street Valdez Waverly Street

Valdez Street

Harrison Street

25th Street Webster Street 24th Street

24th Street

23rd Street

Grand Avenue

West Grand Avenue

22nd Street REQUEST FOR PROPOSALS – 1911 TELEGRAPH AVE. Lake Merritt Paramount Theatre District 21st Street

Touchstone Climbing Uptown 20th Street Uptown Place Alameda Homes County Uptown Social Station Services Thomas L. BerkleyRashida Way Muhammad St. (20th TheSt.) Uptown (Sears) Apartments

20th Street The Uptown William Street Apartments 1911 Floral Telegraph Depot Henry J. Kaiser Lakeside Memorial Park Broadway Telegraph Ave. The Uptown Drive Apartments 19th Street 19th Street 19th Street Fox Theater Fox Courts 1800 San Pablo 18th Street 18th Street

Oakland Ice San Pablo Center 17th Street Martin Luther King Jr. 17th Street 17th Street

LEGEND

Highlighted Building Use: 16th Street 16th Street Retail/Entertainment O ce Rotunda Gold Coast Building Residential Dalziel Bldg 15th Street 980 Other: Buildings Lionel 15th Street Wilson Parks/Open Space Bldg BART (Bay Area Rapid Transit) City Frank Hall Ogawa Plaza 14th Street 14th Street

Figure 6. 1911 Telegraph and Immediate Neighborhood. City Center

13th Street Street Oak Harrison Street Harrison Franklin Jackson Street Madison Street Webster StreetAlice

BACKGROUND | 9 Je erson Street Castro Street Martin Luther King Jr. Clay Street Clay

12th Street Broadway

11th Street Oakland Museum of California Henry J. Kaiser Convention Center

10th Street Fallon Street Fallon Old Oakland 9th Street Chinatown

Laney College

8th Street

7th Street

880

5th Street

County Oces

4th Street

880

3rd Street

2nd Street Castro Street Oak Street Oak Webster Madison Street Harrison Street Jackson Street Franklin Alice StreetAlice Broadway Washington StreetWashington Je erson Street Martin Luther King Jr. Clay Street Clay

Jack London Square

NEIGHBORHOOD HIGHLIGHTS

Fox Theater (1807 Telegraph Ave.) The Uptown (500 William Street)

Features a 2,800 seat theater with ~80 showings per 665-unit mixed-income rental housing project. year, Oakland School for the Arts, and a restaurant..

Uptown Station Henry J. Kaisier Memorial Park (Former Sears Building, 1955 Broadway) (1900 Rashida Muhammad Street)

Future development plan for office/retail/restaurants. City park located next to project site. Home of the Reopening expected in late 2016. “Remember Them” monument.

Oakland Ice Center (519 18th Street) 1800 San Pablo Ave.

Future development site for a residential and Operated by Sharks Ice. retail project.

10 | BACKGROUND REQUEST FOR PROPOSALS – 1911 TELEGRAPH AVE.

III. DEVELOPMENT OPPORTUNITY A. Development Concept and Objectives

City staff has determined that current economic conditions create a strong preference for the development of a mixed-use project that includes a significant amount of new housing as well as ground floor retail, and ideally a hotel component. Therefore, the proposed development for the Property should consist of a residential building and/or hotel with ground floor retail. All or part of the housing/hotel units should be included in a high-rise building that should be set back and designed to avoids aesthetic conflicts with the historic low to mid-rise structures in the area surrounding the Property, especially along Telegraph Avenue, which include the Fox Theater, the Floral Depot building, the Cathedral Building, the former Sears Department store, as well as many recently restored historic storefronts.

Given this context, the City desires and expects an iconic and high-quality architectural design that complements the existing neighborhood.

Ground floor retail space is required along Telegraph Avenue and must wrap around the 19th and William Street frontages of the proposed building, and conform to the standards and guidelines for ground- floor retail development in the Oakland Planning Code. The exterior design of the ground floor of the proposed development should be architecturally interesting and transparent, and promote and strengthen the existing pedestrian-friendly environment surrounding the Property. B. Regulatory Framework

Respondents are strongly encouraged to review the documents listed below with regard to the development proposal. It is the sole responsibility of the developer to secure all necessary regulatory approvals regardless of what is noted in the RFP.

1. Central District Redevelopment Project Area Plan

http://www2.oaklandnet.com/Government/o/ CityAdministration/d/NeighborhoodInvestment/o/ CentralDistrict/index.htm

2. Oakland General Plan

http://www2.oaklandnet.com/Government/o/PBN/ OurServices/GeneralPlan/DOWD008821

DEVELOPMENT OPPORTUNITY | 11 REQUEST FOR PROPOSALS – 1911 TELEGRAPH AVE.

3. Oakland Planning Code

https://library.municode.com/index.aspx?clientId=16308&state Id=5&stateName=California

4. Zoning

The General Plan designation for the Property is “Central Business District” and the zoning for the front of the Property along Telegraph Avenue is CBD-P: Central Business District Pedestrian Retail Commercial Zone, while the back of the site is zoned CBD-R: Central Business District Residential Zone. The intent of the CBD-P zone is to create, maintain, and enhance areas of the Central Business District for ground-level, pedestrian-oriented, active storefront uses. Upper story spaces are intended to be available for a wide range of office and residential activities. The intent of the CBD-R zone is to create, maintain, and enhance areas of the Central Business District appropriate for residential development with small-scaled compatible ground-level commercial uses. The maximum Floor Area Ratio for the Property is 20.0. The Maximum density for each dwelling unit is 90 square feet of lot area. There is no height limit.

5. California Environmental Quality Act (“CEQA”)

Prior to staff recommendation to the City Council for a DDA, projects must be shown to meet the requirements of CEQA. Respondents must submit a Preliminary CEQA Checklist, which covers materials needed for the CEQA determination. Where specific studies are needed, work should be done by a qualified consultant. All environmental documents shall be prepared within the time periods required by CEQA.

Previous CEQA determinations for the Property include a Final Environmental Impact Report (“FEIR”) for the Uptown Mixed- Use Project, which was certified by the Oakland Planning Commission February 18, 2004. In addition, in March of 2006 an addendum (Addendum #1) to the FEIR was prepared, which analyzed the potential for any new and/or increased environmental impacts related to relocating a 23-story tower building from Parcel 3 to the Property within the Uptown Mixed- Use Project area. Given these previous CEQA determinations, there may be opportunities for an expedited and streamlined CEQA review process for projects consistent with existing zoning and previous development programs studied for the Property.

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IV. SUBMISSION PROCESS & REQUIREMENTS A. Submittal Instructions

1. Pre-Submittal Meeting

A pre-submittal meeting is scheduled for Wednesday, October 29, 2014 at 10:00 a.m. This meeting will be held at:

Hearing Room 2, City Hall One Frank H. Ogawa Plaza, First Floor Oakland, California 94612

The purpose of this meeting is to review all of the components and requirements of this RFP.

2. Questions Regarding RFP

Any requests for information or clarification concerning the content of this RFP must be submitted in writing no later than Wednesday, November 5, 2014 at 5:00 p.m. to Jens Hillmer at the contact information provided in Section I(G) above.

Responses to all questions received by staff either at the pre- submittal meeting or in writing prior to the date indicated above will be posted on the City’s web site for this RFP.

www.oaklandnet.com/realestate

Respondents are presumed to have received any and all information contained in this RFP, transmitted to interested parties and posted on the City’s website.

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3. Number and Form of Submittals

Please submit an unbound original and nine (9) copies of the submittal, as described below, with the exception of a single set of the Confidential Financial Statements. Project Feasibility Worksheets (Section IV B(7)(c)) must be submitted in hardcopy and as an excel file, either on CD or USB drive. Respondents may include a PDF version of their RFP on the CD or USB drive, but it is not necessary. If needed, Respondents may be requested to submit submittals in electronic format if a copy is not provided already.

Information must be printed double-sided to the extent possible. Page numbers and a table of contents are required and tab dividers are encouraged. Submittals must be submitted in 8 ½ x 11, spiral-bound format. The submittal can include 11 x 17 inch paper, folded, as necessary.

4. Submission Deadline

An unbound original and nine (9) copies of the submittals, including a CD or USB drive, must be received by 4:00 p.m. on December 1, 2014. Deliver all proposals to:

Office of the City Administrator Contracts and Compliance Unit 250 Frank Ogawa Plaza 3rd Floor, Suite 3341 Oakland, CA 94612

Attention: Jens Hillmer Project: 1911 Telegraph RFP

Hand delivery is suggested. Late, emailed, or faxed submittals will not be considered. B. Submittal Requirements

In order to be deemed complete, responses to this RFP must include the information described in more detail below. A complete response must contain all of the elements listed below and be organized in the form and order indicated. If two or more firms combine as a joint venture for the purpose of responding to this RFP, each joint venture partner must include the required information.

1. Cover Letter

Submit a cover letter, executed by an authorized signatory of your firm or the individual developer(s) submitting the proposal.

14 | SUBMISSION PROCESS & REQUIREMENTS REQUEST FOR PROPOSALS – 1911 TELEGRAPH AVE.

2. Development Team Description

a. Developer(s)

i. Developer Entity: Identify and describe the legal entity or entities that will develop the Property. Include each entity’s name, mailing address, email address, contact phone number, type of organization (i.e. 501(c)3, LLC, etc), anticipated role, and anticipated percentage ownership in the proposed project.

ii. Authorized Personnel: Identify person(s) with the authority to represent and make legally binding commitments for the entity.

iii. Key Personnel: Identify and describe the key personnel for each developer entity, including the person in charge of negotiations. Provide a resume for each individual, as well as each individual’s name, title, role on the proposed project, address, telephone number, and email address.

b. Design Team

i. Lead Architect/Architects: It is expected that development teams will include a lead architect for the design of the proposed project. Identify the firm and provide information about the lead architect, including, but not limited to, a resume, telephone number and email address, that will design the project.

ii. Key Personnel: Identify and describe the key personnel of the architectural firm that will assist the lead architect during design, permitting and construction administration. Provide a resume for each individual, as well as each individual’s title, role in the proposed project, address, telephone number and email address.

c. Other Members of the Development Team

i. Description: Identify any other critical partners, contractors, and consultant proposed for this project. Include the name of the firm, the firm’s role in the project, and the lead person with each firm.

ii. Key Personnel: Provide a resume for each key personnel for each firm, as well as each individual’s title, role in the proposed project, address, telephone number and email address.

SUBMISSION PROCESS & REQUIREMENTS | 15 REQUEST FOR PROPOSALS – 1911 TELEGRAPH AVE.

d. Oakland Local/Small Local Business Enterprise Participation

Discuss plans to include LBEs and SLBEs as partners, consultants and contractors. Please indicate whether the development team includes any LBE or SLBE equity partners and, if so, what percent of capital investment each is anticipated to contribute.

e. Disclosures

Please provide answers to the following questions on official letterhead paper, signed by the authorized personnel for the development entity:

i. Litigation or Disputes: Is the development entity, proposed guarantor, or any named individual in the RFP involved in any litigation, administrative proceeding, investigations or disputes (actual or pending, or which have occurred in the last five years) that could result in a financial settlement having a materially adverse effect on the ability to execute a project? If yes, please explain.

ii. Competing Projects: Is the development entity currently involved with the development of a competing project in the Project Area? If so, please identify the project and its status.

iii. Bankruptcy or Foreclosure: Has the development entity, proposed guarantor, or any named individual ever filed for bankruptcy or had projects that have been foreclosed, or transferred to a creditor in lieu of foreclosure, or projects where the developer renegotiated or refinanced permanent project debt which resulted in a relaxation of either financial or other covenant or other terms and conditions of existing debt on the project? If yes, please list the dates and circumstances.

iv. Suspension: Indicate whether the development entity or individuals within the development entity have been suspended from performing work for any governmental agency within the past five years. If so, please explain the nature of the suspension.

v. If the response is yes to any of these questions, the City may follow-up for additional information from the Respondent.

16 | SUBMISSION PROCESS & REQUIREMENTS REQUEST FOR PROPOSALS – 1911 TELEGRAPH AVE.

3. Developer Experience

For each developer entity, please provide the following:

a. A list of all projects developed by development team over the last 5 years, with an indication of the current status of each project.

b. Describe a minimum of three (3) projects comparable to the proposed urban infill project completed within the last ten (10) years. Include dates of completion, location, size of project, size of development site (acreage), construction type, total development cost, financing sources, target resident population (if applicable), the role of the developer in each development (such as contractor, developer, consultant, etc.), and references (including names, affiliations, and phone numbers). Photographs of past or current projects may be included, but are not required. Provide evidence of project experience with local governments and other public agencies. Demonstrate success in maintaining and operating high quality, efficiently operated projects.

c. List all current projects in the design or development phase.

d. Discuss experience with meeting local and small business sub-contracting goals on other projects.

4. Architect Experience

For each architectural firm on the team, provide the following:

a. Comparable Projects: Describe a maximum of three (3) recently completed urban-infill developments that are comparable to the proposed project, including dates completed and client contact information for each. (If the Architect was not the sole architect, please describe the Architect’s role in the project.).

b. Photographs of Comparable Projects: Submit three (3) photographs of the interiors and exteriors of the comparable projects listed above to display architectural design features, relationships of buildings and relationships with adjacent uses (other buildings, streets, etc).

c. “Green” Building Experience: Describe green building design experience and evidence of current LEED professionals among the Key Personnel, if any.

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5. Developer’s Financial Capacity and Capability; Guarantor(s)

For questions under Section “a” through “g”, please answer on official letterhead paper, signed by the authorized personnel for the development entity.

a. Financial Statements: In order to demonstrate access to equity and debt capital and other financing resources to carry out the proposed project, developer must provide in a separate submittal (marked “confidential”), one set (not bound or stapled) of audited financial statements for the past two years for each principal and joint venture partner, including statement of changes in financial position and statements of any parent organizations and any materially relevant subsidiary units. Each developer entity that is part of the development team must submit separate financial statements.

Respondents must clearly designate those financial submittals which they in good faith determine to be a trade secret or confidential proprietary information protected from disclosure under applicable law. To the extent permitted by law, staff will attempt to maintain the confidentiality of financial submittals marked confidential and/or proprietary, provided that the City has no obligation to expend any funds to do so. Moreover, Respondents are cautioned that, in accordance with the Sunshine Ordinance (Admin. Code Sec. 67.24(e)), responses and other communications from interested parties must be open to inspection by the public upon request immediately after a contract is executed. Proprietary financial information submitted by a Respondent in response to this RFP will not be disclosed until and unless that Respondent executes the contract.

b. Real Estate Portfolio: Provide a composition of the real estate portfolio of completed projects either owned or managed by each principal partner or joint venture participant, listing the following for each project: project name, type, location (city, state), project size (rentable area), date completed, value, debt, role (developer, operator, property manager, etc.), ownership interest, and occupancy rate. Identify any projects with negative cash flows, amount of developer’s recourse debt, any non- performing loans, and the amount of guarantees and/or contingent liabilities.

18 | SUBMISSION PROCESS & REQUIREMENTS REQUEST FOR PROPOSALS – 1911 TELEGRAPH AVE.

c. History of Financing Commitments: Submit a recent history (last 2-3 years) of obtaining financing commitments from debt and equity providers. Include the type of project, dates of commitment, name of financing source, amounts committed, etc.

d. Pipeline Projects: List and describe all projects currently in the pipeline, including status, development budget, schedule and financial commitment required of developer, a detailed description of the project financing methods, sources and amounts. Indicate any working relationship on other projects with members of the current development team for the proposed project.

e. Sources of Capital: Identify specific sources of debt/ equity capital, including relationship of lender/investor to the developer (outside lender, parent company, etc.) and contact information.

f. Availability of Capital: Provide a written statement from each financing source that the equity and/or debt capital is available or will be made available for funding the proposed project, and that the proposed project is consistent with the source’s investment criteria for a project of this type and size. In lieu of these letter(s), respondents may submit written statements from their financing source(s) describing past projects which the source has financed for the respondent. Such written statements shall detail the amount of capital, the size of the proposed project and any other pertinent information which will assist the City in determining the availability of equity or debt capital to fund the proposed.

g. Proposed Guarantor Entity: Identify the proposed guarantor entity that will execute a Completion Guaranty for the Project. Include financial details to demonstrate that the guarantor has the financial capacity to ensure Project completion including, without limitation, the financial information described in Section 5(a) above. If the guarantor will be identified later, indicate your acknowledgement that the City both requires a guarantor and that the City must approve the guarantor’s financial capacity to complete the Project.

6. Design Concept

Development teams shall submit a design concept (the “Design Concept”) for the development of the Property that

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communicates, at a pre-schematic level, the massing, building program, articulation, materials, and design character of the proposed project.

The Design Concept must include the following:

a. Project Narrative: Submit a narrative of not more than five (5) pages describing the proposed development program and design, including a description of how the project will be constructed, the gross and net square feet for each proposed use, the construction type, building design and materials, and “green” building strategies and elements. Include a description of the architectural vision, concept and materiality of the project and how it will be a strong addition to Oakland’s downtown.

b. Design Concept Drawings: Provide pre-schematic level drawings in color, including a site plan, sections, floor plans, and building elevations. Please ensure that submitted drawings are to the scale indicated.

i. Site Plan: At a scale of 1” = 50’-0”, showing building massing and the relationship of proposed and surrounding buildings, open space, streets, and access paths. Indicate locations of retail frontages, community space, lobby entrances, and auto ingress/ egress, etc., for the proposed development.

ii. Overall Ground Floor Plan: At a scale of 1” = 50’-0”, showing the internal organization of the project.

iii. Sections: At least two site sections at 1/32” = 1’- 0”, one longitudinal and one transverse, that best describe the Design Concept.

iv. Building Floor Plans: Plans of all floors at 1/32” = 1’-0”, showing proposed uses. Repetitive floors may be shown once with labeling indicating the range illustrated. Sufficient detail should be included to discern the internal circulation of occupants.

v. Building Elevations: All elevations at a scale of 1/32” = 1’-0”.

vi. Building Renderings: Renderings or photographs from the architect’s previous works depicting the direction of the proposed project should be included. A rendering for the proposed project may be included, but is not required.

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7. Financial Proposal

Provide detailed written information regarding the financial aspects of the proposed project.

a. Financing Plan: Submit a financing plan that is consistent with the development concepts and objectives set forth in Section III A above, including the cost of constructing parking and open space, and any other developer obligations per zoning regulations. The financing plan for the project should include the following:

i. Purchase Offer:The City is seeking the fair market purchase price due close of escrow and land transfer. The purchase price shall be a guaranteed fixed payment that is not contingent on Project performance or completion.

ii. Project Feasibility Worksheets: Submit a project pro-forma(s) for the Project using the attached set of Project Feasibility worksheets. An electronic version of these worksheets is available on the RFP section of the City of Oakland’s Real Estate Services website: www.oaklandnet.com/realestate

These worksheets include:

• Project Summary

• Development Budget

• 10-Year Operating Cash Flow (Please include a chart of gross and rentable square footage for retail and/or office, if applicable)

• Development Schedule

In addition to an electronic copy, which can be submitted as an excel file, either on CD or USB drive, the respondent must include a hard (paper) copy with the submittal. Similar forms created by the respondent may be submitted, but must be in addition to the required worksheets above.

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8. Other Project Financial Proposal Requirements:

a. Market Data: Provide market data that identifies clearly supported conclusions regarding the viability of proposed tenancies, floor plans, amenities, price structure, and absorption for optimizing market success on this Property. This analysis should be provided for all components of the Project.

b. Retail Plan: Provide evidence that the project will be able to attract quality, local retailers, restaurateurs, other uses, and/or chain store and retail outlets based on the configuration of the retail space and the tenant improvement allowances included in the pro-forma.

9. Green Building

Provide a one (1) page summary narrative of how your project will incorporate “green” building elements. For additional information on Oakland’s green building policies and requirements, please review Section 5.1.K.

10. Community Benefits

The City is eager to realize as many community benefits as possible derived from the Project. Examples of strongly encouraged community benefits include, but are not limited to, Oakland certified local and small local business participation, commitment to prevailing and living wages, commitment to labor peace and opportunities for job training and mentoring, a high number of jobs created for a range of training and education levels, and a significant number of residential units that are affordable to low and moderate income households included in the proposed Project. Please note that if a City subsidy is provided, certain wage and employment contracting goals become requirements, as explained in more detail in Section 5.2. C. Selection Criteria

The nature of the proposed development program and design, developer experience, financial feasibility and the proposed land purchase price will all be major selection criteria; however, the selection process will also weigh additional City objectives, such as how well the project serves the public interest. The City will use the following criteria in assessing developer proposals.

1. Experience of Developer Team, including Architect and Key individuals (30 points)

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• Developer’s and Architect’s experience in designing and developing projects comparable to the project proposed in response to this RFP, including projects in an older urban setting that include many historic buildings.

• Project experience with local governments and other public agencies.

• Demonstrated success in maintaining and operating high quality, efficiently operated projects.

2. Financial Capacity (10 points)

• Evidence of development team capacity to raise sufficient equity/debt capital to carry the project to completion.

• Financial strength of developer(s) and other team members.

• Commitment and ability to fund pre-development activities.

• Financial strength of proposed guarantor for the Project Completion Guaranty.

3. Project Design (30 points)

• Design quality of the proposed project, including consistency with City’s objective to have an iconic building with high quality architecture at the Property.

• Suitability of design and integration into existing historic neighborhood context.

• Sustainability (LEED Certification)

• Proposed concept for ground floor uses.

4. Project Financial Feasibility (15 points)

• Proposed purchase price

• Financial feasibility of proposed project

• Development schedule for project completion

5. Community and Public Objectives (15 points)

Level of community benefit derived from the project, such as

• Level of local and small business participation

• Level of local workforce participation

• Level of participation of Oakland-based apprentices during construction

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• Number of jobs created for a range of training and education levels

• Commitment to prevailing and living wages

• Commitment to labor peace

• Number of residential units that are affordable to low and moderate income households included in the project D. Selection Process

1. Completeness Review

City will review all submittals to determine whether they are complete and responsive to this RFP. Only submittals that are complete, responsive and meet all requirements of this RFP will be evaluated during the selection process. The City will deem a submittal nonresponsive and ineligible for consideration for any of the following reasons:

• The submittal does not include all information specified in Section IV of this RFP.

• The submittal is not responsive to the City’s development concept and objectives.

• The submittal is submitted after the deadline.

• The submittal is submitted with incomplete or missing forms or attachments.

• The submittal includes information that is false or misleading.

• The submittal is only transmitted by electronic mail.

• The City will send a letter to any Respondent whose submittal is deemed non-responsive and will indicate the reason(s) that the submittal is deemed non-responsive.

2. Evaluation and Recommendation

Complete and responsive submittals from qualified Respondents will be reviewed in detail by staff. The submittals will be reviewed and evaluated by an evaluation panel consisting of City staff and possibly community stakeholders and professionals with experience in real estate economics, land use planning, architecture/urban design or other relevant fields. If warranted, the City reserves the right to request clarification or additional information from individual Respondents. Respondents, or a subset of Respondents deemed most responsive to the

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requirements and terms of this RFP, will be asked to present their proposal to the evaluation panel in the form of an interview. Respondents may be asked to present proposals to other interested stakeholders for input during the evaluation process. The evaluation panel will score submittals according to the Selector Criteria in Section IV (C) and arrive at a ranking of all Respondents. E. Next Steps

1. Exclusive Negotiations and City Council Determination

Staff will recommend to the City Council one Respondent to advance to exclusive negotiations in order to evaluate and refine a development project for the Property. Prior to the recommendation, staff will work with the selected development team to negotiate and prepare an ENA, which will be binding on the parties for a specified term. The ENA will contain time and performance benchmarks, including provisions for Respondent’s payment of liquidated damages and termination for non-performance, provide for the Respondent to fund the City’s costs associated with project planning and review, and other required terms including, without limitation, requirements for construction labor and completion bonds, review of construction contract, and design drawing review. If a satisfactory ENA cannot be negotiated with a selected Respondent, the City, in its sole discretion, may terminate negotiations with the selected Respondent and begin exclusive negotiations with another qualified Respondent.

The staff report supporting the recommendation may include information gathered during the evaluation process, including the results of reference checks, as well as information provided by the Respondent. The City Council may elect to direct staff to enter into negotiations with the recommended Respondent. The City Council, in its sole and absolute discretion, will make such decision. The City Council’s selection of a Respondent for exclusive negotiations will not imply the City’s acceptance of all terms of the selected Respondent’s submittal or that a final agreement with Respondent will be executed, which may be subject to further negotiations and approvals before the City may be legally bound.

The selected Respondent should anticipate, and participate in, substantive discussions with staff, community stakeholders and other interested parties and policy makers during the term of the ENA. The Respondent also should anticipate revisions to their Project proposal as a result of negotiations with the

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City and as a result of the public regulatory review process. The period of exclusive negotiations may be extended solely at the City’s discretion for an extension period as determined by the City Council, in its sole and absolute discretion, provided that the selected Respondent has met certain benchmarks as otherwise required in the ENA.

During the exclusive negotiations period, the development team will be responsible for the following:

a. Revise the proposed project concept and schematic design as a result of the public review process, if necessary, and to respond to new information concerning the physical conditions on the Property. Staff will work with the selected development team to achieve a final project that is mutually acceptable to staff and the development team.

b. Meet certain specified milestones with dates in a schedule of performance to be determined and incorporated into the ENA.

c. Negotiate the terms of the draft DDA, and any other related documents, defining parameters for development, a performance schedule, development standards and requirements and conditions to be satisfied before the City will enter the DDA.

d. Conduct at least 2 community meetings to present the proposal and receive comments from the public.

e. Retain environmental consultants to prepare all necessary environmental documentation required to conduct and complete environmental review under CEQA for the proposed project.

Within 30 days of executing an ENA between the City and the Respondent, the City will require a non-refundable deposit of $25,000 (the “ENA Deposit”), which will be considered a Project Expense Payment (PEP). The ENA Deposit will be used by City staff to reimburse and fund its staff and third-party costs related to the ENA activities and RFP, and will not be credited against the purchase price.

2. Disposition and Development Agreement

Upon completion of any required CEQA environmental review and negotiations by staff, the City Council may, in its sole and absolute discretion, but is not required to, approve DDA and any

26 | SUBMISSION PROCESS & REQUIREMENTS REQUEST FOR PROPOSALS – 1911 TELEGRAPH AVE. related documents. The DDA will include, but not be limited to City and development team responsibilities, economic parameters, closing conditions, development standards and requirements, and performance benchmarks and schedules. Additionally, the DDA will include a construction commencement and completion requirement, which will be based on the detailed development schedule that will submitted pursuant to this RFP and refined during the negotiation period.

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V. CITY OF OAKLAND REQUIREMENTS AND PROGRAMS A. Requirements Applicable to all Proposals

The following City requirements and policies are applicable to all proposed projects. Note that Schedules E, O and K described below must be submitted as part of Respondent’s proposal.

1. Project Consultant Team (Schedule E)

Respondent shall submit information concerning the ownership and workforce composition of Contractor’s firm using Schedule E, Project Consultant Team, as part of the proposal, which can be found at:

http://www2.oaklandnet.com/oakca1/groups/contracting/ documents/form/oak023379.pdf

2. Limitation on Campaign Contributions (Schedule O)

The Oakland Campaign Reform Act prohibits parties doing business or seeking to do business with the City from making campaign contributions to Oakland candidates between commencement of negotiations and either 180 days after completion or termination of negotiations. Respondents are required to submit the Acknowledgement of Campaign Contributions Limits form attached as Schedule O as part of the proposal. Schedule O can be found at:

http://www2.oaklandnet.com/oakca1/groups/contracting/ documents/form/oak023287.pdf

3. Pending Dispute Disclosure Form (Schedule K)

All entities are required to disclose pending disputes with the City when bids, proposals, or applications are submitted for a City contract or transaction, involving, but not limited to:

• Contracts for project developments, including Disposition and Development Agreement, Lease Disposition and Development Agreement, and other participation agreements;

• Loans and grants, or acquisition, sale, lease or other conveyance of real property, excluding licenses for rights of entry or use of city facilities for a term less than thirty (30) consecutive calendar days.

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Schedule K can be found at as must be submitted as part of the proposal:

http://www2.oaklandnet.com/oakca1/groups/contracting/ documents/form/oak023378.pdf

4. Insurance

Commencing on the date that the City Council approves an ENA and for the life of the project, the selected development team must obtain comprehensive general liability and property (hazard) insurance coverage of at least $2 million. The City also requires property damage or builder’s risk insurance in an amount equal to 100% of the replacement cost of the structure, with a lender’s loss payable endorsement in favor of the City. Construction contractors will be required to obtain liability and builders risk insurance in an amount equal to $2 million. Automobile insurance, professional liability, workers compensation, and employer’s liability coverage are also required. The City reserves the right to increase the required insurance amounts, or to change or expand required coverage based on the Project specifics.

All policies must name the City as an additional insured. For more information on insurance requirements, please review Schedule Q for Professional and Specialized Services:

http://www2.oaklandnet.com/Government/o/ CityAdministration/d/CP/s/FormsSchedules/

Schedule Q is not required to be included in the proposal.

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5. Indemnification

Commencing on the date the City Council approves the ENA and for the life of the Project, the selected development team shall, to the fullest extent allowable by law, hold harmless, defend at its own expense, and indemnify the City, and their respective commissioners, members, ofﬁcers, agents and employees of and from all claims, loss, damage, injury, actions, causes of action and liability of every kind, nature and description, including reasonable attorney’s fees, directly or indirectly arising from all acts (or omissions to act) of the development team or its ofﬁcers, agents or employees connected with the performance of the ENA and any of the contractor’s development team’s operations or activities related thereto, excluding, however, such liability, claims, losses, damages or expenses arising from the City’s sole negligence or willful acts. The DDA will include additional and more detailed indemnification provisions customarily required by the City.

6. Environmental Review and Assessment – CEQA

The City cannot enter into a DDA for development of the Property until environmental review under the California Environmental Quality Act (CEQA) is complete. Changes to the proposed project may occur or be required during the course of public review of the proposed project, during the extensive approval processes that will follow CEQA review, and in response to other City and public concerns that may arise, and those changes may require additional CEQA review if the changes have not already been analyzed. If a project is found to cause significant adverse impacts, the City retains absolute discretion to require additional environmental analysis, and to: (1) modify the project to mitigate significant adverse environmental impacts; (2) select feasible alternatives that avoid significant adverse impacts of the proposed project; (3) require the implementation of specific measures to mitigate the significant adverse environmental impacts of the project, as identified upon environmental evaluation in compliance with applicable environmental law; (4) reject the project as proposed if the economic and social benefits do not outweigh otherwise unavoidable significant adverse impacts of the project; or (5) approve the project upon a finding that the economic and social benefits of the project outweigh otherwise unavoidable significant adverse impacts.

7. Nondiscrimination

All respondents must agree not to discriminate on the basis of race, color, ancestry, national origin, religion, sex, sexual

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preference, age, marital status, family status, source of income, physical or mental disability, Acquired Immune Deficiency Syndrome (AIDS) or AIDS-related conditions (ARC), or any other arbitrary basis.

8. Disabled And Senior Accessibility

The Respondent must meet the requirements of the Americans with Disabilities Act.

9. Public Record

Respondents should understand that under the California Public Records Act and the City’s Sunshine Ordinance, all documents that are submitted in response to this RFP, including financial information, are considered public records and will be made available to the public upon request, unless specifically exempted under the law.

10. Conflict of Interest

No public official of the City who participates in the decision- making process concerning selection of a developer or a project may have or receive a direct or indirect economic interest in the developer or the project.

11. Sustainability – Green Building Ordinance

In 2005, the City adopted a Green Building Ordinance that will apply to all projects. For more information about the Ordinance, go to the following website:

http://www2.oaklandnet.com/Government/o/PBN/ OurServices/GreenBuilding/index.htm

Continuing this leadership, the City Council, on October 19, 2010, pursuant to Ordinance No. 13040 C.M.S. adopted a comprehensive green building ordinance for private development projects. In addition to Oakland’s local green building ordinance, the state of California adopted a Green Building Code known as CALGreen in 2010. Both the City’s local ordinance and the 2013 amendments to CALGreen are now in effect. Follow the link below to visit the City’s policies and requirements page:

http://www2.oaklandnet.com/Government/o/PBN/ OurServices/GreenBuilding/OAK022992

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New Construction: New construction projects are required to be certified under either the GreenPoint Rated or LEED certification systems. Other rating or certification systems may also be acceptable, but the equivalency of the proposed system and the score to be achieved must be reviewed and approved by City staff. Responses to the RFP must include a preliminary checklist for either GreenPoint Rated or LEED, and the Respondent must confirm in the response to the RFP that they will be certified under the selected program.

Green Building Guidelines and Technical Assistance:

A wealth of information regarding green building techniques can be found from the following resources:

• Oakland’s Green Building Resource Center (2nd Floor, 250 Frank Ogawa Plaza)

http://www2.oaklandnet.com/Government/o/PBN/ OurServices/GreenBuilding/index.htm

• StopWaste.org, at www.stopwaste.org

• Build It Green, at www.builditgreen.org, especially for information about the GreenPoint Rated program. B. Requirements if Public Subsidy Provided

Should Respondent and the City negotiate funding assistance in the form of a land-write down or other financial assistance from the City for the Project as part of a DDA or other agreement, the developer must comply with the following City of Oakland policies and programs, including requiring that contractors and subcontractors comply with these requirements. Relevant schedules and forms referred to below could be required at a later date, but not as part of the proposal.

1. Contracting and Employment Requirements and Programs

• 50% Local and Small Local For Profit and Not For Profit Business Enterprise Program (L/SLBE)

• 50% Local Employment Program

• 15% Oakland Apprenticeship Program

• City of Oakland Equal Benefits Ordinance

• Electronic Certified Payroll Submittals

Additional contracting requirements and instructions include:

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• The use of contractors that appear on the federal government’s list of suspended and debarred contractors is expressly prohibited.

• The Developer must require Prime Contractors and all subcontractors to enter ALL certified payroll reports into the Labor Compliance Program (LCP) tracker in accordance with Special Provision Section 7 subsection 7-2.2.1. The LCP tracker is a web based program that monitors the payment of Davis Bacon and State of California prevailing wages. The prime contractor will be charged a monthly fee for this service (subcontractors will not be charged).

• The 50% L/SLBE requirement must be met on both the professional services and construction phases of each project. A minimum of 25% of this requirement must be met with Small Local Business (SLBE) participation.

Respondents are strongly encouraged to contact the Contract Compliance and Employment Services Division at (510) 238- 3970 or visit the following website: http://www2.oaklandnet. com/Government/o/CityAdministration/d/CP/index.htm for any questions regarding specific requirements of the City’s contracting and employment programs.

2. Prevailing Wage Requirements

Projects that are subsidized will be subject to the City’s prevailing wage policy, which requires all workers performing construction work on a project be paid prevailing wages as determined under the California Labor Code and implementing regulations.

The general contractor selected must comply with the State of California Prevailing Wage as determined by the Department of Industrial Relations. General prevailing wage rates can be obtained at

www.dir.ca.gov/DLSR.

3. Living Wage Requirements (Schedule N)

The City of Oakland’s Living Wage Ordinance (Oakland Municipal Code, Title 2, Chapter 2.28) requires that, unless specific exemptions apply or a waiver is granted, all recipients of City financial assistance of $100,000 or more in any twelve- month period from the City (including recipients of land write downs), shall pay employees a minimum of $12.27 per hour. That rate applies if health benefits of at least $1.62 per hour are offered. If no health benefits are offered, a pay rate of $14.10

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per hour is required. Such rates shall be adjusted annually pursuant the terms of the City’s Living Wage Ordinance. These requirements will also apply to service contractors who receive service contracts of $25,000 or more. The Ordinance also requires submission of the Declaration of Compliance, Schedule N.

Under the provisions of the City’s Living Wage Ordinance, the City shall have the authority, under appropriate circumstances, to terminate any contract and seek remedies as set forth therein for violations of the Ordinance.

More information can be found at the City of Oakland’s website at:

http://www2.oaklandnet.com/Government/o/ CityAdministration/d/CP/s/policies C. Other Schedules that may be Required at a Later Time

Once a Respondent is selected, the following City requirements may be applicable. The City reserves the right to request that any or all of these schedules be completed, if needed, at a later date, following Respondent selection. All of the schedules can be found at the following website:

http://www2.oaklandnet.com/Government/o/CityAdministration/d/ CP/s/FormsSchedules/index.htm

1. Arizona Resolution (Schedule B-2)

Respondent agrees that in accordance with Resolution No. 82727 C.M.S., neither it nor any of its subsidiaries, affiliates or agents that will provide services under an agreement is currently headquartered in the State of Arizona, and shall not establish an Arizona business headquarter for the duration of the agreement with the City of Oakland or until Arizona rescinds SB 1070.

Respondent acknowledges its duty to notify the Purchasing Department if it’s Business Entity or any of its subsidiaries affiliates or agents subsequently relocates its headquarters to the State of Arizona. Such relocation shall be a basis for termination of the agreement.

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2. Combined Schedules (C-1, P, U&V)

Respondent shall submit a completed combined schedules form, which includes the following specific schedules:

• Schedule C-1 - Compliance With The Americans With Disabilities Act

• Schedule P - Declaration of Compliance (Nuclear Free Zone Disclosure Form)

• Schedule U - Compliance Commitment Agreement

• Schedule V - Affidavit Of Non-Disciplinary Or Investigatory Action

3. Ownership, Ethnicity and Gender Questionnaire (Schedule D)

Respondent shall submit information concerning the ownership and workforce composition of the Respondent’s firm by completing Schedule D.

4. Equal Benefits Declaration Of Nondiscrimination (Schedule N-1)

The respondent may be subject to the Equal Benefits Ordinance of Chapter 2.32 of the Oakland Municipal Code and its implementing regulations. The purpose of this Ordinance is to protect and further the public, health, safety, convenience, comfort, property and general welfare by requiring that public funds be expended in a manner so as to prohibit discrimination in the provision of employee benefits by City contractors (consultants) between employees with spouses and employees with domestic partners, and/or between domestic partners and spouses of such employees. (Ord. 12394 (part), 2001)

The following entities are subject to the Equal Benefits Ordinance: Entities which enter into a “contract” with the City for an amount of twenty-five thousand dollars ($25,000.00) or more for public works or improvements to be performed, or for goods or services to be purchased, or grants to be provided at the expense of the City, or to be paid out of moneys deposited in the treasury or out of trust moneys under the control of or collected by the City; and entities which enter into a “property contract” pursuant to Section 2.32.020(D) with the City in an amount of twenty-five thousand dollars ($25,000.00) or more for the exclusive use of or occupancy (1) of real property owned or controlled by the city or (2) of real property owned by others for the city’s use or occupancy, for a term exceeding twenty- nine (29) days in any calendar year.

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The Ordinance shall only apply to those portions of a contractor’s operations that occur (1) within the city; (2) on real property outside the city if the property is owned by the city or if the city has a right to occupy the property, and if the contract’s presence at that location is connected to a contract with the city; and (3) elsewhere in the United States where work related to a city contract is being performed. The requirements of this chapter shall not apply to subcontracts or subcontractors of any contract or contractor.

The Equal Benefits Ordinance requires among other things, submission of Schedule N-1.

5. Insurance (Schedule Q – Construction Services)

Respondent may be required to submit insurance covering and relating to construction services. All policies must name the City as an additional insured. For more information on insurance requirements for construction services, please review Schedule Q for Construction Services.

6. Subcontractor, Supplier, Trucking Listing (Schedule R)

Respondent may be requested to submit a list of all subcontractors and supplies using Schedule R with values in excess of one-half or 1 percent of the prime contractor’s (or general contractor’s) total bid or ten thousand dollars ($10,000), whichever is greater regardless of tier and all trucking and dollar amount regardless of tier to be used on the project.

7. Recycling & Waste Reduction

http://www2.oaklandnet.com/oakca1/groups/contracting/ documents/form/oak023383.pdf

The Waste Reduction and Recycling Plan (WRRP) must be completed for any new construction, any demolition (excludes single family & duplex) and any addition or alteration with a construction value exceeding $50,000 (excludes single family & duplex). WRRP must be submitted and approved prior to issuance of building permits. Incomplete forms will be returned to Respondent and may delay issuance of permits.

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VI. ADDITIONAL TERMS AND CONDITIONS A. Development Team Expenses

Development teams responding to this RFP do so at their own expense. The City will not reimburse development teams for any costs related to this RFP or any activities conducted during the exclusive negotiation period. B. Liability Waiver

By responding to this RFP, each member of each development team waives any claim, liability or expense whatsoever against the City and its respective ofﬁcers, commissioners, employees and volunteers. C. Development Team’s Responsibility

After transfer of the Property, the selected development team will be solely responsible for construction of all improvements according to the City-approved construction documents, and in accordance with applicable City building codes. This includes, but is not limited to, all on-site improvements and any changes from existing conditions, including site remediation, underground utilities, street lighting, curbs, gutters, street trees and sidewalks. D. City Non-Responsibility

The Property will be conveyed to the selected development team in an “as is” condition without warranties. The City has no obligation to perform any site remediation, demolish any improvements on the site, remove, relocate or install utilities, complete on-site or off-site preparation work or improvements, or make any changes whatsoever to existing conditions prior to conveyance of the Property to the developer. E. Geotechnical and Environmental Investigations

All geotechnical and environmental investigations prior to transfer of the Property must be conducted by licensed companies retained by developer for that purpose, which investigations may only occur upon the issuance of a Right of Entry by the City, which may be included in the ENA. F. Right to Modify or Suspend RFP

The City’s issuance of this RFP is not a promise or an agreement that the City will actually enter into any contract. The City reserves the right at any time and from time to time, and for its own convenience, in its sole and absolute discretion, to do the following:

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• Modify, suspend, or terminate any and all aspects of the selection process, including, but not limited to this RFP and all or any portion of the developer selection process from the date on which this RFP is issued until the City Council approves an ENA, in its sole and absolute discretion;

• Waive any technical defect or informality in any submittal or submittal procedure that does not affect or alter the submittal’s substantive provisions;

• Reject any and all submittals;

• Request some or all Respondents to revise submittals;

• Waive any defects as to form or content of the RFP or any other step in the selection process;

• Reject all proposals and reissue the RFP;

• Procure the desired proposals by any other means or not proceed in procuring the proposals;

• Negotiate and modify any and all terms of an agreement;

• Accept or reject any respondent for exclusive negotiations.

The City may modify, clarify, and change this RFP by issuing one or more written addenda. Addenda will be posted on the City’s website, and notice of the posting will be sent by electronic mail to each party that attended the pre-bid meeting and sign in at the pre-bid conference. The City will make reasonable efforts to notify interested parties in a timely manner of modifications to this RFP but each Respondent assumes the risk of submitting its submittal on time and obtaining all addenda and information issued by the City. Therefore, the City strongly encourages interested parties to check the City’s web page for this RFP frequently. G. Public Records

Applicants should understand that under the California Public Records Act and the City’s Sunshine Ordinance, all documents that are submitted in response to this Notice, including financial information, are considered public records and will be made available to the public upon request. H. Respondent’s Duty to Investigate

It is the sole responsibility of the selected respondent to investigate and determine the condition of the Property and the suitability of the conditions for any proposed improvements and use.

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The information presented in this RFP and in any report or other information provided by the City is provided solely for the convenience of the interested parties. It is the responsibility of interested parties to assure themselves that the information contained in this RFP or other documents is accurate and complete. The City provides no representations, assurances, or warranties pertaining to the accuracy of the information.

Respondents are responsible for reviewing all portions of this RFP and any other information provided by the City in relation to this RFP.

Respondents are to notify the City in writing of any ambiguity, discrepancy, omission, or other error in this RFP promptly after discovery, but in no event later than fifteen (15) business days before the deadline to submit submittals. Any concerns over ambiguity, discrepancy, omission or other error in this RFP from an interested party not provided to the City in a timely fashion will not be accommodated or addressed.

The City’s failure to object to an error, omission, or deviation in any submittal will in no way modify this RFP or excuse Respondents from full compliance with the requirements of this RFP.

ADDITIONAL TERMS AND CONDITIONS | 39 REQUEST FOR PROPOSALS – 1911 TELEGRAPH AVE.

VII. ATTACHMENTS AND ELECTRONIC LINKS A. Attachments

1. No Further Action letters from the California Regional Water Quality Control Board

• August 25, 2006 Letter

• November 21, 2007 Letter

2. Project Feasibility Worksheets

• Project Summary

• Development Budget

• 10-Year Operating Cash Flow

• Development Schedule

3. City of Oakland Required Forms

• Schedule E

• Schedule O

• Schedule K B. Electronic Link

1. Uptown Mixed Use Project Draft and Final EIR:

http://www2.oaklandnet.com/Government/o/PBN/ OurServices/Application/DOWD009158

40 | ATTACHMENTS AND ELECTRONIC LINKS

Request for Proposals

1911 Telegraph Avenue

ATTACHMENT 1

No Further Action Letters from the California Regional Water Quality Control Broad

California Regional Water Quality Control Board San Francisco Bay Region

1515 Clay Street, Suite 1400, Oakland, California 94612 Arnold Schwarzenegger Linda S. Adams (510) 622-2300 y Fax (510) 622-2460 Governor Secretary for http://www. waterboards.ca.gov/sanfranciscobay Environmental Protection

Date: August 25, 2006 File No. 01S0520 (MS)

FC Oakland, Inc. City of Oakland Redevelopment Agency Attn: Mr. James Ostrom Attn: Mr. Jens Hillmer ([email protected]) ([email protected]) 785 Market Street, Suite 1400 250 Frank Ogawa Plaza, Suite 5313 San Francisco, California 94103 Oakland, California 94612

SUBJECT: No Further Action for Petroleum Hydrocarbon-Affected Soil at Parcels 4 and 5 of the Uptown Oakland Mixed Use Development Site located at the Northeast Corner of 19th Street and San Pablo Avenue, Oakland, Alameda County

Dear Mr. Ostrom and Mr. Hillmer:

This letter confirms the completion of site investigation and remedial actions for pollutant releases with respect to petroleum hydrocarbon-affected soil at Parcels 4 and 5 of the subject site.

In order to expedite the construction schedule for Parcels 4 and 5 of this project, Forest City (FC) and the City of Oakland Redevelopment Agency (ORA) requested that the Water Board to review information regarding soil cleanup activities conducted at Parcels 4 and 5 of the subject site and issue a no further action (NFA) letter for cleanup of petroleum hydrocarbon-affected soils in these parcels (Figure 1).

This NFA letter and the attached case closure summary address only petroleum hydrocarbon- affected soil that existed on Parcels 4 and 5 and that were associated with releases from the former Chevron Service station underground storage tanks. This letter does not relieve FC and ORA of the responsibility to comply with the “Remedial Action Plan and Risk Management Plan May 23, 2005 (RAP/RMP) requirements for remediation of metal-affected soil historically placed on Parcel 4 in the vicinity of the existing Sears Tire and Auto Center. FC and ORA will conduct additional soil excavation and submit a separate request for NFA for the Sears Tire and Auto Center portion of Parcel 4 at a later date. In addition, site-wide groundwater monitoring will continue as specified in the RAP/RMP and in the Revised Detailed Implementation Plan for Groundwater Remediation Beneath Parcel 4 until short-term and long-term remediation goals for groundwater are met.

Preserving, enhancing, and restoring the San Francisco Bay Area’s waters for over 50 years

Recycled Paper - 2 -

Based on the analytical results of several soil samples collected across Parcels 4 and 5 during the past few years, petroleum hydrocarbons and related compounds were detected above the Water Board’s site-specific soil cleanup goals.

As documented in the Fuel-Affected Soil Remediation Completion Report and Request for No Further Action, Parcels 4 and 5, Uptown Oakland Development Site, prepared by LFR, Inc. on August 21, 2006, approximately 11,000 tons of soil was excavated and removed from Parcels 4 and 5 from April 18 to May 1, 2006. One confirmation soil sample was collected for laboratory analyses from approximately every 25 linear feet of open excavation along the sidewall of the excavation (18 soil samples) within 3 feet above the observed groundwater surface (Figure 2). Based on the analytical results of these confirmation samples, petroleum hydrocarbon-affected soil was not present at concentrations above the site-specific cleanup goals for this project. In addition, approximately 60,000 gallons of petroleum hydrocarbon-affected groundwater was removed from the open excavation and treated onsite. The excavation below the groundwater surface was treated with a layer of oxygen-releasing compound (ORC) to enhance the breakdown of residual petroleum hydrocarbons in soil and groundwater. The remainder of the excavation was backfilled with imported clean soil to ground surface.

Based upon the available information, including the current land use, and with the provision that the information provided to this agency was accurate and representative of site conditions, no further action related to petroleum hydrocarbon-impacted soil at Parcels 4 and 5 of the subject site is required.

If you have any questions, please contact Max Shahbazian of my staff at (510) 622-4824, or [e- mail [email protected]].

Sincerely,

Bruce H. Wolfe Executive Officer

Attachments: Case Closure Summary for Parcels 4 and 5, and Figures 1 and 2 cc with attachments: Jennifer Hernandez, Beveridge and Diamond ([email protected]) Mark Gomez, City of Oakland, Environmental Services Division ([email protected]) Donna Drogos, Alameda County Environmental Health Department ([email protected]) Glen Leong, Treadwell & Rollo Environmental Consultants ([email protected]) Randy Brandt, LFR, Inc. ([email protected]) Ron Goloubow, LFR, Inc. ([email protected])

CASE CLOSURE SUMMARY For Petroleum Hydrocarbon-Affected Soils at Parcels 4 and 5 of Uptown Oakland Mixed Use Site

I. AGENCY INFORMATION Date: August 23, 2006

AGENCY NAME: SF BAY REGIONAL WATER QUALITY CONTROL BOARD (RWQCB)

Address: 1515 Clay Street, Suite 1400 City/ State/Zip Oakland, CA 94612 Phone: (510) 622-2300 Responsible Staff Person Mr. Max Shahbazian

II. SITE INFORMATION

Site Facility Name: Forest City Uptown Development, Oakland, CA (For Petroleum Hydrocarbon-Affected Soils at Parcels 4 and 5 of the site)

Site Facility Address: the northwest corner of Telegraph Avenue and 19thth Street, Oakland, CA

RB Case No.: 1S0520 (MS) Local Case No.: Priority: High

Responsible Parties (include addresses and phone numbers)

Forest City Development (FC)

785 Market Street, Suite 1400; San Francisco, California 94103, (415) 836-5980

City of Oakland Redevelopment Agency (ORA)

250 Frank Ogawa Plaza, Suite 5313, Oakland, CA 94612, (510) 238-3317

Underground Storage Tanks (USTs):

Tank No. Size in Gallons Contents Closed In-Place/Removed? Date

001 3,000 Gasoline Removed January 29, 1988

002 5,000 Gasoline Removed January 29, 1988

003 7,000 Gasoline Removed January 29, 1988

004 500 Waste Oil Removed January 29, 1988 - 2 -

III. RELEASE AND SITE CHARACTERIZATION INFORMATION

Cause and Type of Release: Leaking Underground Storage Tanks with gasoline

Site characterization complete? Yes Date Approved by Oversight Agency: February 4, 2006

Monitoring wells installed? Yes Number: 5 Proper screened interval? Yes

Highest GW Depth Below Ground Surface: 12.64 Lowest Depth: 16.91 Flow Direction: north-northeast Most Sensitive Current Use: Residential land use Most Sensitive Potential Use and Probability of Use: Residential land use

Are drinking water wells affected? No Aquifer Name:

Is surface water affected? No Nearest surface water name: Lake Merritt

Off-Site Beneficial Use Impacts (Addresses/Locations): None

Report(s) on file? None Where is report(s) filed? Not applicable

TREATMENT AND DISPOSAL OF AFFECTED MATERIAL

Material Amount (Include Units) Action (Treatment or Disposal w/Destination) Date

Approximately Offsite disposal at Waste Management’s Altamont April 18 - Soil 11,000 tons Landfill in Livermore, CA May 1, 2006

Water pumped from the excavation was treated Approximately May 2 - May Groundwater onsite by pumping through granular carbon, prior 60,000 gallons 16, 2006 to discharge into storm drain under NPDES permit.

MAXIMUM DOCUMENTED POLLUTANT CONCENTRATIONS- BEFORE AND AFTER CLEANUP

Soil (mg/kg) Water (ug/l) Soil (mg/kg) Water (ug/l)

1 2 1 3 POLLUTANT Before After Before After POLLUTANT Before After Before After

TPH Gasoline 31.1 2.88 56,700 1,000

Benzene 0.25 0.48 17,000 <0.5

Toluene 0.62 0.022 8,700 0.63

Ethylbenzene 0.62 0.010 900 <0.5

Xylenes 0.97 0.16 3,300 <1.5

MTBE <0.010 <0.010 <2 <0.5 Notes:

1= Data reported in the RAP/RMP; 2= Data from the excavation sidewall confirmation soil samples; 3= Data from groundwater samples collected from four groundwater monitoring wells installed around the area of excavation after the excavation of petroleum hydrocarbon-affected soil was complete; mg/kg= milligrams per kilogram; ug/l= micrograms per liter

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IV. CLOSURE

Does completed corrective action protect existing beneficial uses per the Regional Board Basin Plan? Yes

Does completed corrective action protect potential beneficial uses per the Regional Board Basin Plan? Yes

Does corrective action protect public health for current land use? Yes

Site Management Requirements: Please refer to:

RAP/RMP for Parcels 1 through 4 of the Oakland Uptown Mixed Use Site, prepared by Treadwell & Rollo Environmental and Geotechnical Consultants, dated May 23, 2005.

Revised Detailed Implementation Plan for Groundwater Remediation Beneath Parcel 4, Uptown Oakland Development Site, Oakland, Alameda County, California prepared by LFR, Inc., dated February 15, 2006

Groundwater monitoring will be conducted at this Site per the RMP/RAP and DIP to assess groundwater quality until the Water Board cleanup goals for this site are met.

Monitoring Wells Decommissioned: Yes Number Decommissioned: 12 Number Retained: 0

List Enforcement Actions Taken: None

List Enforcement Actions Rescinded: None

V. TECHNICAL REPORTS, CORRESPONDENCE, ETC. THAT THIS CLOSURE RECOMMENDATION WAS BASED UPON

Fuel-Impacted Soil Remediation Completion Report and Request for No Further Action, August 21, 2006 Parcels 4 and 5, Uptown Oakland Development Site, Oakland, Alameda County, California, prepared by LFR, Inc.

Revised Detailed Implementation Plan (DIP) for Groundwater Remediation Beneath Parcel 4, February 15, 2006 Uptown Oakland Development Site, Oakland, Alameda County, California prepared by LFR, Inc.

Site Assessment Report Uptown Development Project Site, by Fugro West, Inc. July 2005

Remedial Action Plan and Risk Management Plan (RAP/RMP) for Parcels 1 through 4 of the May 23, 2005 Oakland Uptown Mixed Use Site, prepared by Treadwell & Rollo Environmental and Geotechnical Consultants. Table 11 of the RAP/RMP was updated on August 8, 2006

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VI ADDITIONAL COMMENTS, DATA, ETC.

Introduction

This case closure summary and the related case closure letter address only petroleum hydrocarbon-affected soil that existed on Parcels 4 and 5 of Uptown Oakland Mixed Use Site and that were associated with releases from the former Chevron service station underground storage tanks. This letter does not relieve FC and ORA of the responsibility to comply with the “May 23, 2005 Remedial Action Plan and Risk Management Plan (RAP/RMP) requirements for remediation of metal- affected soil historically placed on Parcel 4 in the vicinity of the existing Sears Tire and Auto Center. FC and ORA will conduct additional soil excavation and submit a separate request for No Further Action for the Sears Tire and Auto Center portion of Parcel 4 at a later date.

Background

The Site is located in the Uptown District of Oakland within four city blocks bounded by 20th Street (also known as Thomas Berkeley Way) to the north, 19th Street to the south, San Pablo Avenue to the west, and Telegraph Avenue to the east. The Site has been divided into five parcels, designated as Parcels 1 through 5. Parcels 4 and 5 are located in the southeastern corner of the property and are bounded by Telegraph Avenue and 19th Street. Parcels 4 and 5 contained a former Chevron service station and portions of a three story parking structure which were demolished in late 2005 and early 2006. Parcel 4 currently contains a Sears Auto Center that will be operational through January 2007. Forest City has entered into a contract with the City of Oakland Redevelopment Agency to construct high-density housing at the Site on Parcels 1 through 3. Parcels 4 and 5 will be redeveloped into apartments and a park, respectively.

Soil Quality

As part of the due diligence investigation(s) conducted at the Site, soil samples were collected from locations across Parcels 4 and 5 in 2004. Based on the analytical results of soil samples collected in Parcels 4 and 5, petroleum hydrocarbons and benzene were detected above the site-specific soil cleanup goals. The results of the soil samples collected at Parcels 4 and 5 and the site-specific soil cleanup goals are presented in the RAP/RMP. As a component of the redevelopment plan for this area, FC Oakland Inc. and the City of Oakland assumed responsibility for the soil and groundwater cleanup associated with impacts from the former Chevron service station. In 2005 the RAP/RMP was developed, and in 2006 the Detailed Implementation Plan (DIP) was prepared to document the remediation goals and necessary corrective actions (excavation of fuel affected soil, dewatering the excavation, and groundwater monitoring) that would be undertaken for the soil and groundwater to support the future development activities and to protect human health and the environment.

In accordance with the RAP/RMP and the DIP, fuel-affected soil was excavated from beneath the former Chevron service station. The excavation spanned across most of parcel 5 and a portion of parcel 4 and extended to a maximum depth of approximately 18 feet below ground surface (bgs). Approximately 11,000 tons of affected soil excavated, and transported and disposed of at Waste Management’s Altamont Landfill. One confirmation soil sample was collected every 25 linear feet from the sidewalls of the excavation. Based on the analytical results of these confirmation samples, VOC and/or petroleum hydrocarbon-affected soil was not present at concentrations above the site-specific cleanup goals for this project. The excavation below the groundwater surface was treated with a layer of oxygen-releasing compound (ORC) to breakdown residual petroleum hydrocarbons in soil and groundwater. The remainder of the excavation was backfilled with imported clean soil to ground surface.

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Groundwater Quality

Groundwater samples collected from monitoring wells located throughout Parcels 4 and 5 have contained detectable concentrations of total petroleum hydrocarbons as gasoline (TPH-g), BTEX compounds, trichloroethene (TCE) and tetrachloroethene (PCE). The removal of a large volume of fuel-affected soil and groundwater should reduce the concentrations of TPHg and BTEX in groundwater over time. As previously reported for this Site, a source for the TCE, and PCE in groundwater in this portion of the Site is not documented but is assumed to be offsite at a location west of the Site (URS Corporation, “2004 Second Quarter Groundwater Monitoring, Former Sears Retail Center #1039, 1901-1911 Telegraph Avenue, Oakland, California,” dated August 10, 2004). Approximately 60,000 gallons of petroleum hydrocarbon-affected groundwater was removed from the open excavation and treated onsite.

In accordance with the RAP/RMP and the DIP groundwater monitoring and reporting is to continue at the Site. Initially groundwater monitoring will be conducted on a quarterly basis (every three months) for the first year following excavation. Long-term groundwater monitoring will include semiannual monitoring for the second and third year following excavation, if required. Analytical results will be evaluated in terms of achieving the short-term and long-term groundwater remediation goals provided in the revised Table 11 of the RAP/RMP. In addition, a deed restriction for groundwater use from this Site will be recorded with the Alameda County Recorders Office.

This document and the related CASE CLOSURE LETTER address only petroleum hydrocarbon-impacted soils at Parcels 4 and 5 of Uptown Oakland Mixed Use Site, and shall be retained by the lead agency as part of the official site file.

California Regional Water Quality Control Board Linda S. Adams San Francisco Bay Region Arnold Schwarzenegger Secretary for Governor Environmental 1515 Clay Street, Suite 1400, Oakland, California 94612 Protection (510) 622-2300 y Fax (510) 622-2460 http://www. waterboards.ca.gov/sanfranciscobay

Date: November 21, 2007 File No. 01S0520 (MS)

SUBJECT: No Further Action for Soil at Parcels 4 and 5 of the Oakland Uptown Mixed Use Development Site located at the Northwest Corner of 19th Street and Telegraph Avenue, Oakland, Alameda County

Dear Mr. Ostrom and Mr. Hillmer:

This letter confirms the completion of site investigation and remedial actions for pollutant releases with respect to soil at Parcels 4 and 5 of the subject site (“the Site”; Figures 1 and 2).

In order to expedite the construction schedule for Parcels 4 and 5 of this project, Forest City (FC) and the City of Oakland Redevelopment Agency (ORA) requested that the Water Board review information regarding Parcels 4 and 5 and issue a no further action letter with respect to soil quality at these parcels. The redevelopment of the Site is part of an agreement between the ORA and FC. The site environmental conditions are managed in accordance with the Remedial Action Plan and Risk Management Plan (RAP/RMP) Parcels 1 through 4 of the Oakland Uptown Mixed Use Site, May 23, 2005, prepared by Treadwell & Rollo Environmental and Geotechnical Consultants. The recent site cleanup activities are described in the Remedial Activities Completion Report and Request for No Further Action Parcels 4 and 5, Oakland Uptown Mixed Use Site Oakland, California prepared by LFR, Inc. November 8, 2007 (Report). ”

Remedial activities were conducted in April 2006 to remove the fuel-affected soil in the vicinity of the former Chevron Service Station located at Parcels 4 and 5. In response to these remedial actions, the Water Board issued a no further action (NFA) letter for fuel-affected soils at parcels 4 and 5 on August 25, 2006.

This letter and the attached case closure summary therefore address the remediation of metal- affected soil (fill) historically placed at Parcels 4 and 5 in the vicinity of the former Sears Tire and Auto Center, the removal of a 1,000-gallon fuel oil UST in William Street, and the analytical results of verification soil samples collected following excavation activities conducted at the Site. These activities are described in the Report.

Preserving, enhancing, and restoring the San Francisco Bay Area’s waters for over 50 years

Recycled Paper - 2 -

Based upon the available information, including the current land use, and with the provision that the information provided to this agency was accurate and representative of site conditions, no further action related to the pollutant releases for soil at Parcels 4 and 5 of the subject site is required.

If you have any questions, please contact Max Shahbazian of my staff at (510) 622-4824, or by e-mail [[email protected]].

Sincerely,

Bruce H. Wolfe Executive Officer

Attachment: Case Closure Summary, Figure 1 and Figure 2 cc with attachments (via e-mail):

Jennifer Hernandez, Beveridge and Diamond ([email protected]) Mark Gomes, City of Oakland, Environmental Services Division ([email protected]) Donna Drogos, Alameda County Environmental Health Department ([email protected]) Glen Leong, Treadwell & Rollo Environmental Consultants ([email protected]) Randy Brandt, LFR ([email protected]) Ron Goloubow, LFR ([email protected])

CASE CLOSURE SUMMARY Oakland Uptown Mixed Use Site

I. AGENCY INFORMATION Date: November 21, 2007

Agency Name: SF Bay Regional Water Quality Control Board

Address: 1515 Clay Street, Suite 1400

City/ State/Zip: Oakland, CA 94612

Phone: (510) 622-2300

Responsible Staff Person: Mr. Max Shahbazian

II. SITE INFORMATION

Site Facility Name: Parcels 4 and 5 of the Forest City Uptown Development, Oakland, CA

Site Facility Address: the northeast corner of San Pablo Avenue and 19thth Street, Oakland, CA

RB Case No.: 01S0520 Local Case No.: Priority:

Responsible Parties (include addresses and phone numbers)

Forest City Development

785 Market Street, Su ite 1400; San Franci sco, California 94103, (415) 836-5980

City of Oakland Redevelopment Agency

250 Frank Ogawa Plaza, Suite 5313, Oakland, CA 94612, (510) 238-3317

Tank No. Size in Gallons Contents Closed In-Place/Removed? Date

5 1,000 fuel oil removed Nov. 2007

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III. RELEASE AND SITE CHARACTERIZATION INFORMATION

Cause and Type of Release: Releases from the underground storage tanks (USTs) associated with the former Chevron service station have affected soil and groundwater quality at the Site.

Site characterization complete? Yes Date Approved by Oversight Agency:

Monitoring wells installed? Yes Number: 5 Proper screened interval? Yes

Highest GW Depth Below Ground Surface: 10 Lowest Depth: 13 Flow Direction: East - Northeast Most Sensitive Current Use: Residential land use Most Sensitive Potential Use and Probability of Use: Open air park land

Are drinking water wells affected? No Aquifer Name:

Is surface water affected? No Nearest surface water name: Lake Merritt

Offsite Beneficial Use Impacts (Addresses/Locations): None

Report(s) on file? None Where is report(s) filed? Not applicable

TREATMENT AND DISPOSAL OF AFFECTED MATERIAL

Material Amount (Include Units) Action (Treatment or Disposal w/Destination) Date

Tanks Not ap plicable Not applicable

Piping Not applicable Not applicable

Free Product Not applicable Not applicable

Soil 3,650 cubic yards Reused onsite Sept. 2007

Soil 550 cubic yards Hauled off to an offsite disposal facility Sept. 2007

Soil 125 cubic yards Hauled off to an offs ite disposal facility Nov. 2007

Gro undwater Not applic able Not applic able

Barrels Not applic able Not applicable

MAXIMUM DOCUMENTED POLLUTANT CONCENTRATIONS- BEFORE AND AFTER CLEANUP

POLLUTANT Soil (ppm) Water (ppb) POLLUTANT Soil (ppm) Water (ppb)

Before After Before After Before After Before After

TPH- 10,000 <500 56,000 23,000 gasoline,

Benzene 5,000 <0.5 8,000 4,500

TPH-motor 4,820 <10 oil

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Comments (Depth of Remediation, etc.): Impacted soil was excavated to depths ranging between 10 to 15 feet below ground surface (bgs).

IV. CLOSURE

Does completed corrective action protect existing beneficial uses per the Regional Board Basin Plan? Yes

Does completed corrective action protect potential beneficial uses per the Regional Board Basin Plan? Yes

Does corrective action protect public health for current land use? Yes

Site Management Requirements: Please refer to the document Remedial Action Plan and Risk Management Plan (RAP/RMP) for Parcels 1 through 4 of the Oakland Uptown Mixed Use Site, prepared by Treadwell & Rollo Environmental and Geotechnical Consultants, dated May 23, 2005. Groundwater monitoring will be conducted at this Site to assess groundwater quality until the Water Board clean-up standards for this site are met.

Monitoring Wells Decommissioned: No Number Decommissioned: 0 Number Retained: 4

List Enforcement Actions Taken: None

List Enforcement Actions Rescinded: None

V. TECHNICAL REPORTS, CORRESPONDENCE, ETC. THAT THIS CLOSURE RECOMMENDATION WAS BASED UPON

Remedial Activities Completion Report and Request for No Further Action Parcels 4 and 5, November 8, 2007 Oakland Uptown Mixed Use Site Oakland, California prepared by LFR, Inc. No Further Action for Petroleum Hydrocarbon-Affected Soil at Parcels 4 and 5 of the August 25, 2006 Uptown Oakland Mixed Use Development Site, Oakland, Alameda County, Water Board Revised Fuel-Affected Soil Remediation Completion Report and Request for No Further August 21, 2006 Action Parcels 4 and 5 Uptown Oakland Development Site Oakland, Alameda County, California, prepared by LFR, Inc

Site Assessment Report Uptown Development Project Site, by Fugro West, Inc. July 2005

2004 Second Quarter Groundwater Monitoring Report, Former Sears Retail Center #1039 August 10, 2004 1911 Telegraph Ave, Oakland, Ca, prepared by URS Corp.

Report Monitoring Well Installation and Sampling 1911 Telegraph Ave, Oakland, Ca August 20, 1993 prepared by Dames & Moore

Toxic and Underground Removal Post-Constructions Report Emporium Capwell, Oakland, March 21, 1988 CA, prepared by Dames & Moore

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VI. ADDITIONAL COMMENTS, DATA, ETC.

Background

The Site is located in the Uptown District of Oakland within four city blocks bounded by 20th Street (also known as Thomas Berkeley Way) to the north, 19th Street to the south, San Pablo Avenue to the west, and Telegraph Avenue to the east. The Site has been divided into five parcels, designated as Parcels 1 through 5. Forest City has entered into a contract with the City of Oakland Redevelopment Agency to construct high-density housing at the Site on Parcels 1 through 3. The redevelopment plan for Parcel 4 has yet to be determined and the redevelopment plan for Parcel 5 is and open-air park. Parcels 4 and 5 are located in the southeastern corner of the property and are bounded by Telegraph Avenue and 19th Street. A Chevron service station and a Sears Tire and Auto Center were formerly located at this portion of the Site and were demolished in January 2006 and August 2007, respectively.

Previous Remedial Activities

As noted in the Revised Environmental Due Diligence Review for the Oakland Uptown Mixed Use Site (Matrix 2004) and in the August 2004 Groundwater Monitoring Report (URS 2004), four USTs were removed from the former Chevron Service Station in 1988 under the oversight of the Oakland Fire Department and Alameda County Department of Environmental Health. Three of the USTs (3,000-, 5,000-, and 7,000-gallon capacities) contained gasoline, while the fourth UST (500-gallon capacity) was used to store waste oil. Releases from the USTs into the surrounding soil were observed during the UST removals (Treadwell & Rollo 2005b).

Remedial activities to remove the fuel-affected soil associated with the former Chevron Service Station were conducted in April 2006. The excavation of fuel-affected soil completed at Parcels 4 and 5 was conducted in accordance with LFR’s “Revised Detailed Implementation Plan” (DIP), dated February 15, 2006. The DIP was prepared to refine the scope of work proposed in the “Remedial Action Plan and Risk Management Plan (RAP/RMP) for Parcels 1 through 4 of the Oakland Uptown Mixed Use Site,” prepared by Treadwell & Rollo Environmental and Geotechnical Consultants (“Treadwell & Rollo”), dated May 23, 2005. The DIP presented a corrective action plan for petroleum-affected soil and groundwater cleanup near the former service station property. Since the DIP was prepared, Parcel 4 has been divided into two parcels consisting of the property that formerly was occupied by Sears Tire and Battery Center (Parcel 4) and currently vacant land that will be developed as a park site (Parcel 5). The results of these remedial activities were documented in a report prepared by LFR, dated August 21, 2006. In response to these remedial actions, the Water Board issued a no further action (NFA) letter for fuel-affected soils at parcels 4 and 5 on August 25, 2006.

Recent Remedial Activities

Between August 7 and September 12, 2007, approximately 3,650 cubic yards of soil was excavated and removed from Parcel 4 and reused onsite. During the same time period approximately 550 cubic yards of excavated soil that did not meet the reuse criteria was disposed

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of at an offsite landfill. During excavation and grading activities, an LFR geologist was onsite to observe the physical quality and appearance of soil being excavated. LFR did not observe evidence of stained, discolored, or odiferous soil that would suggest the possibility of contamination not consistent with that documented in the RAP/RMP for Parcels 4 and 5. In addition, evidence of groundwater was not observed or encountered during excavation activities and no groundwater dewatering was required to achieve the total design depth of the excavation (approximately 10 feet below street level).

One additional UST was encountered during the installation of a storm sewer in William Street east of New Lane. The UST was estimated to be approximately 1,000 gallons in capacity and the analytical results of the UST content indicated that the UST may have been used to store fuel oil. The UST was removed from the ground on November 1, 2007. Soil samples collected approximately 4 feet below the base of the UST contained elevated concentrations of total petroleum hydrocarbons as diesel (TPH-d) and motor oil (TPH-mo) and benzene. The impacted soil surrounding the former UST was excavated to a depth of 15 feet bgs. Approximately125 cubic yards of fuel oil-impacted soil was disposed of at an offsite landfill. The results of soil and groundwater samples, soil cleanup actions, and the closure of this UST are presented in Remedial Activities Completion Report and Request for No Further Action Parcels 4 and 5, Oakland Uptown Mixed Use Site Oakland, California prepared by LFR, Inc., November 8, 2007.

Soil Quality

Following the removal of the affected soil, confirmation soil samples were collected from locations across Parcel 4 and 5 in August, September and November 2007. Based on the analytical results of soil samples collected in Parcels 4 and 5, chemicals of concern for the project (specifically lead and total petroleum hydrocarbons) were not detected above the Water Board’s site-specific soil cleanup standards. The analytical results of confirmation soil samples are presented in LFR’s November 8, 2007, report.

Groundwater Quality

Groundwater monitoring has taken place at this portion of the Site since June 2006. Based on evaluation of groundwater monitoring data, the Water Board may require groundwater cleanup at the Site. Long-term groundwater monitoring will be conducted at this Site to monitor natural attenuation of residual concentrations of VOCs and petroleum hydrocarbons until the Water Board cleanup standards for this Site are met. A deed restriction prohibiting groundwater use at this site has been recorded with the Alameda County Recorders Office.

This document and the related CASE CLOSURE LETTER shall be retained by the lead agency as part of the official site file.

Request for Proposals

1911 Telegraph Avenue

ATTACHMENT 2

Project Feasibility Worksheets

Instructions for Completing the Project Feasibility Worksheets

This workbook contains the spreadsheets for the Request for Proposal Submission: 1. Project Summary 2. Development Budget 3. 10-Year Operating Cash Flow 4. Development Schedule

Submitting feasibility worksheets: Hard (paper) copy: must be included with the applicant's submittal. Electronic copy: must be included with the applicant's submittal as an Excel file, either on CD or USB drive.

Filling out worksheets: Applicants should include the project name at the top of each worksheet.

Applicants should fill in light green cells and should not alter any part of the worksheet or the formulas, unless the applicant is adding to the "Other" lines category.

The City of Oakland recognizes that each project is unique and may have special costs not included in the standard budget. Applicants should therefore insert "Other" lines in each category when appropriate (the applicant should be sure to appropriately identify what the "Other" cost is).

Applicants should complete the Assumptions column with information on how the applicant's numbers were derived. If additional space is required, please attach as a word or excel file. (For example, if the architecture fee is calculated based on 10% of the applicant's total hard costs, the applicant would insert in the assumptions column "10% of Total Hard Costs".)

If the applicant's organization has worksheets or budgets similar to the ones within this application, the applicant is welcome to submit those to The City of Oakland in addition to submitting these required worksheets.

For questions, clarification, or to discuss special circumstances that require further manipulation of the spreadsheets, the applicant is encouraged to contact City staff. Project Summary Project Name:

Project Name: Project Type: Street Address: 1911 Telegraph Avenue City & State: Oakland, CA County: Alameda

Project Description Number of Stories Building Height above ground (in feet) Building Height of ground floor level (in feet) Total Number of Buildings Construction Type Residential Square Feet (SF) # of Market‐rate Units # of Affordable Units Affordability Levels (% AMI and # of units at each AMI level) Retail Square Feet (SF) # of Spaces Office Square Feet (SF) # of Spaces Parking Square Feet (SF) # of Spaces Hotel Square Feet (SF) # of Rooms Other Square Feet (SF)

Construction Construction Period (months) Lease‐up (months) Net Leasable Square Feet

Other Assumptions Return on Cost (%) Cap Rate (%) Annual Operating Expense Increase (%) Development Budget Project Name:

By Ownership By Schedule Publicly-owned Developer-owned Development Sources Assumptions* Portion** Portion Total Project Predevelopment Construction Developer Equity $0.00 Debt (1st loan): [Name of Investor] [Interest rate, term] $0.00 Debt (2nd loan): [Name of Investor] [Interest rate, term] $0.00 Investor Equity: [Name of Investor] [Interest rate, term] $0.00 Other Funding Source: [Name of Investor] [Interest rate, term] $0.00 Other Funding Source: [Name of Investor] [Interest rate, term] $0.00 Total $0.00 $0.00 $0.00 $0.00 $0.00 Total Square Feet 0 # of Parking Spaces 0 # of Residential Units (If Applicable) 0

Publicly-owned Developer-owned Total Project Development Costs Assumptions* Portion** Portion Costs Predevelopment Construction

Predevelopment Environmental - Phase I $0.00 $0.00 $0.00 $0.00 $0.00 Environmental - Phase II $0.00 $0.00 $0.00 $0.00 $0.00 Environmental Insurance $0.00 $0.00 $0.00 $0.00 $0.00 CEQA/NEPA $0.00 $0.00 $0.00 $0.00 $0.00 Other:______$0.00 $0.00 $0.00 $0.00 $0.00 Total Predevelopment $0.00 $0.00 $0.00 $0.00 $0.00

Acquisition Appraisal $0.00 $0.00 $0.00 $0.00 $0.00 Land Purchase $0.00 $0.00 $0.00 $0.00 $0.00 Legal $0.00 $0.00 $0.00 $0.00 $0.00 Title /Recording/Closing Costs $0.00 $0.00 $0.00 $0.00 $0.00 Other:______$0.00 $0.00 $0.00 $0.00 $0.00 Total Acquisition $0.00 $0.00 $0.00 $0.00 $0.00

Construction Hard Costs: Site Preparation (Excavation, demolition, Grading, Dewatering, etc.) $0.00 $0.00 $0.00 $0.00 $0.00 Off-Site Improvements $0.00 $0.00 $0.00 $0.00 $0.00 Environmental Mitigation/Remediation $0.00 $0.00 $0.00 $0.00 $0.00 Project Construction $0.00 $0.00 $0.00 $0.00 $0.00 Hard Cost Contingency $0.00 $0.00 $0.00 $0.00 $0.00 Utilty Fees & Hookups $0.00 $0.00 $0.00 $0.00 $0.00 Builder's Risk Insurance $0.00 $0.00 $0.00 $0.00 $0.00 Hard Cost - Contingency $0.00 $0.00 $0.00 $0.00 $0.00 Other:______$0.00 $0.00 $0.00 $0.00 $0.00 Total Construction $0.00 $0.00 $0.00 $0.00 $0.00

Page 1 Publicly-owned Developer-owned Total Project Development Costs Assumptions* Portion** Portion Costs Predevelopment Construction Soft Costs Accounting/Audit/Tax Prep./Cost Cert. $0.00 $0.00 $0.00 $0.00 $0.00 Community Outreach $0.00 $0.00 $0.00 $0.00 $0.00 Construction Management $0.00 $0.00 $0.00 $0.00 $0.00 Construction Testing/Inspection $0.00 $0.00 $0.00 $0.00 $0.00 Design/Consultant Costs Acoustic Consultant $0.00 $0.00 $0.00 $0.00 $0.00 Architectural Services $0.00 $0.00 $0.00 $0.00 $0.00 Engineering Services $0.00 $0.00 $0.00 $0.00 $0.00 Environmental Consultant $0.00 $0.00 $0.00 $0.00 $0.00 Geotechnical/Soils Report $0.00 $0.00 $0.00 $0.00 $0.00 Greenbuilding $0.00 $0.00 $0.00 $0.00 $0.00 Landscape Architect Waterproofing Consultant $0.00 $0.00 $0.00 $0.00 $0.00 Other:______$0.00 $0.00 $0.00 $0.00 $0.00 Entitlement Fee $0.00 $0.00 $0.00 $0.00 $0.00 Legal $0.00 $0.00 $0.00 $0.00 $0.00 Insurance $0.00 $0.00 $0.00 $0.00 $0.00 Market Study $0.00 $0.00 $0.00 $0.00 $0.00 Marketing/Lease-up $0.00 $0.00 $0.00 $0.00 $0.00 Permits & Fees $0.00 $0.00 $0.00 $0.00 $0.00 Relocation $0.00 $0.00 $0.00 $0.00 $0.00 Surveying $0.00 $0.00 $0.00 $0.00 $0.00 Soft Cost - Contingency $0.00 $0.00 $0.00 $0.00 $0.00 Other:______$0.00 $0.00 $0.00 $0.00 $0.00 Other:______$0.00 $0.00 $0.00 $0.00 $0.00 Total Soft Costs $0.00 $0.00 $0.00 $0.00 $0.00

Predevelopment Financing Predevelopment Loan Fees $0.00 $0.00 $0.00 $0.00 $0.00 Predevelopment Loan Interest $0.00 $0.00 $0.00 $0.00 $0.00 Title /Recording/Closing Costs $0.00 $0.00 $0.00 $0.00 $0.00 Legal $0.00 $0.00 $0.00 $0.00 $0.00 Other:______$0.00 $0.00 $0.00 $0.00 $0.00 Total Predevelopment Financing $0.00 $0.00 $0.00 $0.00 $0.00

Construction Financing Construction Loan Fees $0.00 $0.00 $0.00 $0.00 $0.00 Construction Loan Interest $0.00 $0.00 $0.00 $0.00 $0.00 Title /Recording/Closing Costs $0.00 $0.00 $0.00 $0.00 $0.00 Legal $0.00 $0.00 $0.00 $0.00 $0.00 Other:______$0.00 $0.00 $0.00 $0.00 $0.00 Total Construction Financing $0.00 $0.00 $0.00 $0.00 $0.00

Development Budget Page 2 Publicly-owned Developer-owned Total Project Development Costs Assumptions* Portion** Portion Costs Predevelopment Construction

Permanent/Bond Financing Permanent Loan Fees $0.00 $0.00 $0.00 $0.00 $0.00 Permanent Loan Interest $0.00 $0.00 $0.00 $0.00 $0.00 Title /Recording/Closing Costs $0.00 $0.00 $0.00 $0.00 $0.00 Legal $0.00 $0.00 $0.00 $0.00 $0.00 Other:______$0.00 $0.00 $0.00 $0.00 $0.00 Total Permanent/Bond Financing $0.00 $0.00 $0.00 $0.00 $0.00

Carrying Costs Property Taxes $0.00 $0.00 $0.00 $0.00 $0.00 Security-Construction Period $0.00 $0.00 $0.00 $0.00 $0.00 Other:______$0.00 $0.00 $0.00 $0.00 $0.00 Total Carrying Costs $0.00 $0.00 $0.00 $0.00 $0.00

Syndication Costs (If Applicable) Syndication Accounting $0.00 $0.00 $0.00 $0.00 $0.00 Syndication Legal $0.00 $0.00 $0.00 $0.00 $0.00 Syndication Consultant Fees $0.00 $0.00 $0.00 $0.00 $0.00 Other:______$0.00 $0.00 $0.00 $0.00 $0.00 Total Syndication Costs $0.00 $0.00 $0.00 $0.00 $0.00

Developer Fee $0.00 $0.00 $0.00 $0.00 $0.00

Total Development Costs $0.00 $0.00 $0.00 $0.00 $0.00 Total Development Cost Per Sq. Foot #DIV/0!

* Attach additional explanations if necessary. ** Fill in this column if the RFP requires a city-owned portion, such as a public parking garage. Otherwise, leave empty and fill in developer-owned portion

Development Budget Page 3 10-Year Operating Cash Flow Project Name:

Assumptions Percentage Annual vacancy/collection loss Annual increase for expenses (other than property taxes and replacement reserves deposit) Annual increase for property tax Annual increase for income

YEAR Income Assumptions 12345678910 Commercial Income - Retail Submit rent schedule, Include % of income growth $0.00 Commercial Income - Office Submit rent schedule, Include % of income growth $0.00 Residential Rental Income (If applicable) Submit rent schedule, Include % of income growth $0.00 Other Income: $0.00 Gross Income $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Vacancy and Loss (yr 1-2) % for Retail, Commercial, Residential Vacancy and Loss (yr 3-10) % for Retail, Commercial, Residential Total Vacancy $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Gross Effective Income $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Expenses: Administration $0.00 Common Area Maintenance (CAM) List what is included in CAM $0.00 Insurance $0.00 Management Fee $0.00 Personnel - Payroll, taxes, employee benefits # of staff, types $0.00 Property Taxes $0.00 Repairs & Maintenance $0.00 Taxes, Licenses and Permits $0.00 Utilities $0.00 Other: $0.00 Other: $0.00 Total Expenses $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Net Operating Income (Before Reserves) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Replacement, Tenant Improvement Reserves, Other Reserves $0.00 Net Operating Income (After Reserves) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Permanent Loan - Principal $0.00 Permanent Loan - Interest $0.00 Total Debt Service $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Debt Coverage Ratio (DCR) #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!

Cash Flow $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

City Residual Receipts (If applicable) Developer Incentive Management Fee Proposed Development Schedule* Project Name:

Start Date Completion Date

Proposal to City in Response to RFP October 9, 2014 December 1, 2014

RFP Selection of Developer by City December 2, 2014 January 27, 2015 period**

City Negotiations with Selected Developer to Enter into ENA and January 28, 2015 March 10, 2015 Recommendation to City Council

Finalize Project Team, including retaining relevant consultants

Market Feasibility Study

Enviromental Site Assessment Studies

Enviromental Review & Approval (CEQA)

Conceptual Design (Updated from RFP)

Conceptual Project Profoma: Pre-Development Budget, Development Budget & Operating Cash Flow (Updated from ENA RFP) period

Conduct Community Input & Review Meetings

Schematic Design

Entitlements & City Planning Commission Approval

Appraisal of Property - Land or Lease

City Negotiations with Selected Developer to Enter into DDA

Updated and Refined Project Profoma (Development Budget & Operating Cash Flow)

Finalize Project Financing: Construction Financing

Design Development

Construction Design Documents LDDA/ DDA Period Submit and Secure Building Permits

Close Financing, Land Transfer or Lease Start

Finalize Project Financing: Permanent Financing

Construction Period

Lease Marketing/Lease-up Period

* If your project contains multiple phases, please submit a schedule for each additional phase. ** These cells have been populated with estimated dates. Please fill in chart with these assumptions in mind. Please note these dates are subject to change.

Request for Proposals

1911 Telegraph Avenue

ATTACHMENT 3

City of Oakland Required Forms

Print Form

SCHEDULE E To be completed by prime consultants only. PROJECT CONSULTANT TEAM LISTING Note: Date The consultant herewith must list all subconsultants regardless of tier and their respective percentages of the project work. No other subconsultants, other than those listed below shall be Company Name: used without prior written approval by the City of Oakland. Provide all information listed and check the appropriate boxes. Firms must be certified with he City of Oakland in order to receive Local/Small Local Business Enterprise credits. Signed:

Phone % of Project Dollar Small Local (SLBE) Small * Ethnicity ** Gender Type of Work Company Name Address and City Number Work Amount Subcontractor Local (LBE)

Attach additional page(s) if necessary. Contractors are required to identify the ethnicity and gender of all listed firms majority owner. This information will be used for tracking purposes only. * (AA=African American) (AI=Asian Indian) (AP=Asian Pacific) (C=Caucasian) (H=Hispanic) (NA=Native American) (O=Other) (NL=Not Listed) ** (M = Male) (F = Female) (Revised as of 6/06) SCHEDULE O

CONTRACTOR ACKNOWLEDGEMENT OF CITY OF OAKLAND CAMPAIGN CONTRIBUTION LIMITS FOR CONSTRUCTION, PROFESSIONAL SERVICE & PROCUREMENT CONTRACTS To be completed by City Representative prior to distribution to Contractor

City Representative ______Phone ______Project Spec No. ______

Department ______Contract/Proposal Name ______

This is an ___ Original ___ Revised form (check one). If Original, complete all that applies. If Revised, complete Contractor name and any changed data.

Contractor Name ______Phone _____-_____-______

Street Address ______City ______, State _____ Zip ______

Type of Submission (check one) ___ Bid ___Proposal ___ Qualification ___ Amendment

Majority Owner (if any). A majority owner is a person or entity who owns more than 50% of the contracting firm or entity.

Individual or Business Name ______Phone _____-_____-______

Street Address ______City ______, State _____ Zip ______

The undersigned Contractor's Representative acknowledges by his or her signature the following:

The Oakland Campaign Reform Act limits campaign contributions and prohibits contributions from contractors doing business with the City of Oakland and the Oakland Redevelopment Agency during specified time periods. Violators are subject to civil and criminal penalties.

I have read Oakland Municipal Code Chapter 3.12, including section 3.12.140, the contractor provisions of the Oakland Campaign Reform Act and certify that I/we have not knowingly, nor will I /we make contributions during the period specified in the Act.

I understand that the contribution restrictions also apply to entities/persons affiliated with the contractor as indicated in the Oakland Municipal Code Chapter 3.12.080.

If there are any changes to the information on this form during the contribution-restricted time period, I will file an amended form with the City of Oakland.

____/____/____ Signature Date

Print Name of Signer Position

To be Completed by City of Oakland after completion of the form

Date Received by City: ____/____/____ By ______

Date Entered on Contractor Database: ____/____/____ By ______Revised 3/2/2009 Schedule K

Policy – All entities are required to disclose pending disputes with the City of Oakland when they submit bids, proposals or applications for a City contract or transaction involving:

• The purchase of products, construction, non-professional or professional services, • Contracts with concessionaires, facility or program operators or managers, • Contracts with project developers, including Disposition and Development Agreements, lease Disposition and Development Agreements and other participation agreements • Loans and grants, or acquisition, sale, lease or other conveyance of real property, excluding licenses for rights of entry or use of city facilities for a term less than thirty (30) consecutive calendar days.

Disclosure is required at the time bids, proposals or applications are due for any of the above- described contracts or transactions when an entity is responding to a competitive solicitation and at the commencement of negotiations when bids, proposals or applications are solicited by or submitted to the City in a non-bid or otherwise non-competitive process. The disclosure requirement applies to pending disputes on other City and Agency contracts or projects that: (1) have resulted in a claim or lawsuit against the City of Oakland (2) could result in a new claim or new lawsuit against the City of Oakland or (3) could result in a cross-complaint or any other action to make the City of Oakland a party to an existing lawsuit. “Claim” includes, but is not limited to, a pending administrative claim or a claim or demand for additional compensation. Entities required to disclose under this Disclosure Policy include (1) any principal owner or partner, (2) any business entity with principal owners or partners that are owners or partners in a business entity, or any affiliate of such a business entity, that is involved in a pending dispute against the City of Oakland or Agency. Failure to timely disclose pending disputes required by this policy may result in (1) a determination that a bid is non-responsive and non-responsible for price-based awards, or (2) non-consideration of a bid or proposal for a professional service contract or other qualification- based award. The City may elect to terminate contracts with entities that failed to timely disclose pending disputes and/or initiate debarment proceedings against such entities.

Rev. 4/12 1 Individuals, Businesses or other entities should respond below:

1. Are you or your firm involved in a pending dispute or claim Against the City of Oakland?

No ____ Yes ____ (check one) 2. If you answered “Yes”, list existing and pending lawsuit(s) and claim(s) with the title and date of the contract, a brief description of the issues, officials or staff persons involved in the matter and the City or Agency department/division administering the contract. Contract Title: ______Date: ______Official(s), Staff person(s) involved:______Administering Department/Division: ______Issues: ______

Contract Title: ______Date: ______Official(s), Staff person(s) involved: ______Administering Department/Division: ______Issues: ______

(check) ____ Additional Disputes listed on Attachment

By signing below, I certify that all representations and disclosures made herein are true, correct and complete. Signature: ______

Print Name: ______

Title: ______Date: ______