In Response to Your Request for Interest in Recruitment of Grocery Stores I Would Like to Express Real Interest in This Process

Home , IGA (supermarkets), New Seasons Market, Whole Foods Market

In response to your request for interest in recruitment of grocery stores I would like to express real interest in this process. This information was just brought to my desk by a friend outside the industry and I have not been able to prepare any formal information in time for your request.

I would like to introduce myself to you and offer any information you might request in the future.

My name is Kenneth L Morgan III, my family calls me Andy. My grandfather owned and managed two small, full service grocery stores in Lincoln City, Oregon. My father Kenny purchased and managed these stores until I stepped into this roll as a third generation owner. This business is what I do and I have an interest in the urban markets. Being in the industry all my life, I have benefited from a large network of peers and professionals in the industry.

I know the RFI was intended to gather more specific information as your letter described, but as I have just become aware of your request--I simply wanted to reach out and make myself available in any way. I believe this to be a worthy and exciting research and developement opportunity for the Portland area. I am passionate about your cause and this industry. I would appreciate the opportunity to be involved in this project.

Thank You

Kenneth L Morgan III Kenny's IGA Lincoln City, Oregon Celebrating 70 Years ! 541-994-3031 [email protected]

Bernie Kerosky Portland Development Commission

Request for Information, Recruitment of Grocery Store Development in Underserved Neighborhoods.

John Attar Owner/Operator Barbur World Foods

On behalf of myself and Barbur World Foods, I submit the following response to your request for information.

Presently my company operates one 12,000 square foot store in Southwest Portland, Barbur World Foods. This location has experienced substantial sales increases year after year. This success is due to our ability to cater to the community that we serve. Prior to my purchase the store was in sales decline and was not viable. Our store carries over 1,000 products that cannot be found in any other market. (We would be pleased to provide a detailed item list if needed). I personally work in the store and interact with my customers on a daily basis. The culture that has been created is one of customer service, selection, and quality, which has made the store a destination not only for the immediate community but is also a destination shopping experience for customers from miles away.

Due to the success of the Barbur location, our company is in the unique position of having the ability and desire to expand. Our goal is to have a location on the eastside of Portland. We believe that many of the neighborhoods on the eastside are dominated by chain stores that have a ridged product offering and standard customer service. To effectively serve the constantly changing demographics of these neighborhoods, we believe our proven operational plan will best serve this changing community.

Our market plan would entail approximately 20,000 square foot grocery store with the following:

• A full kitchen to prepare meals and specialty items • A full service deli • A complete selection of everyday grocery items • Extensive selection of natural and organic products from around the world offering a minimum of 1,000 items not found at any store in the trade area • Full service meat department Although we have relationships with developers, we remain open to working with any potential partners.

As we are a small Oregon company, any assistance with financing would be a welcomed.

I thank you for your vision of addressing the need for neighborhood markets and the support for the Oregon Independent Grocer.

John Attar FOX + MOOSE DEVELOPERS 1 T 503 575 6513 T 503 515 8437 E [email protected] E [email protected]

April 27, 2011 Portland Development Commission 222 NW 5 Portland OR 97209

Dear Bernie Kerosky and The Portland Development Commission,

We are pleased to submit our letter of interest to the Portland Development Commission in response to the Recruitment of Grocery Store Development in Underserved neighborhoods. Our interest is to locate a full-service co-op grocery store beneath approximately 50 affordable rental-housing units on Martin Luther King Boulevard between NE Ivy and NE Cook. The team that is in the early pre-development phase includes Alberta Coop Grocery, ZGF Architects, Lorentz-Bruun Construction, and Fox + Moose Developers. Lorentz-Bruun Construction and Fox + Moose Developers will partner on the project. The team has existing relationships with financing sources. Alberta Co-op Grocery is currently studying the site as a potential annex grocery coop through the perspective of their mission statement: "The Cooperative shall provide high quality, healthy and affordable food and products. The Cooperative shall obtain such products primarily from local, regional, organic, and socially responsible sources. The Cooperative shall function as a neighborhood and community resource, informing and involving the members of the diverse North/Northeast Portland community." Alberta Co-op Grocery offers a wide variety of products, including: dairy, cheese, meat, etc; bulk foods, organic produce, supplements personal care items, and non-foods, such as cleaning products, clothing, and housewares, beer and wine. Alberta Co-op Grocery experienced an average of annual 15% sales growth over the last nine years, while operating on the corner of NE 15 th and NE Alberta Street. They had 3.1 million in sales in 2010, while operating out of a 2,500 square foot storefront served primarily by foot, bike, and bus traffic. With this success, they have been able to hire 30 paid staff, which enjoy 85% employer funded healthcare. It is our hope that this project brings a comparable number of jobs to the site with similar benefits. We have identified the Grant Warehouse site as a potential location for a coop grocery store and affordable garden-building. The grant warehouse site is between NE Ivy and NE Cook on Martin Luther King BLD. The Portland Housing Bureau currently owns this property. Our intention is to work closely with them on this project to meet our mutual goals, and the goals of the community. The site is within a census tract in which the centroid is more than one half mile from a full-service grocery store; the median income of the tract is less than $54,352 - 31% of the adults living in the neighborhood are eligible for SNAP; and the census tract has a density greater than 2,500 person per square mile. Household expenditures on food in the census tract are in the lowest quintette in a range of annual household food expenditures ranged between $255.30 and $17,994.70. The same census block group has been identified to spend on average between $50-$100 annually on fresh fruits and vegetables (Cite). Finally, the site benefits from connectivity to public transportation: there are four public transit stops within150 feet from the grant warehouse site. These neighborhood qualities may indicate that market incentives are not sufficient within this census block group to attract grocery store locations without additional incentives. The low projected expenditures on fresh foods in this neighborhood, high SNAP eligibility, and connectivity to public transportation indicate that this neighborhood could benefit from an appropriate fresh food provider such as a WIC and SNAP licensed coop grocery store with a focus on healthful foods. Our initiative is to develop the site in two phases. The first phase will locate a farm stand and community garden on the site. The second phase will develop a 4,000 square foot grocery retail space for the farm stand to become permanent, located below approximately 50 units of affordable housing and surrounded by a community garden. The grocery store will provide fresh vegetables, fruits, grains, dry goods, meats, cheeses, and beer and wine. The incentives we seek include disposal of the land, and property-tax abatements. This project will provide affordable and high quality food and housing in tandem. By providing the grocery annex with the community garden, food accessibility and availability is increased in the neighborhood. Thus, the project builds awareness of a personally sustainable lifestyle, where food can be predictably accessed either through the store or the garden. Thank you for considering this letter of interest. We look forward to beginning a discussion how we can work together to realize this project.

Sincerely,

r Randy Rapaport Steve van Eck Fox + Moose Developers Fox + Moose Developers

Page 2 Gene Sandoval Associate AIA, Partner

experience Gene Sandovals philosophy is based on fresh, holistic and environmentally responsible ideas that also respect aggressive budgets and schedules. Gene joined the firm in 1989 following his graduation from the University of Oregon. Gene has been responsible for the design and design team leadership on architectural, urban design and interiors projects ranging from housing, academic buildings and corporate headquarters to regional transportation systems. Most recently, he led the design of the Port of Portland Headquarters Office Building and Parking Garage, the award-winning Twelve I West Mixed Use Building and ZGF Headquarters in Portland, and the University of Oregon Athletic Medicine Center in Eugene, Oregon.

relevant projects education The Eliot Tower (225 residential condominums), PORTLAND, OR Bachelor of Architecture, City Creek Center Mixed-Use Redevelopment (six buildings, including UNIVERSITY OF OREGON approximately 550 residential units), SALT LAKE CITY, UT Twelve I West Mixed-Use Building and Indigo @ Twelve I West, PORTLAND, OR Architectural Studies Skybox Apartments, EUGENE. OR UNIVERSITY OF SANTO TOMAS, Courtside Mixed-Use Student Housing, EUGENE, OR MANILA PHILIPPINES Block 37 Condominium (Conceptual Design), PORTLAND. OR Centre City Development Corporation/City of San Diego, San Diego Civic Center Complex/City Hall, SAN DIEGO CA Capital City Market Development Concept, WASHINGTON, DC U.S. Environmental Protection Agency, Region 8 Headquarters, DENVER. co Port of Portland Headquarters Long-Term Parking Garage, PORTLAND. OR Portland International Airport, PORTLAND. OR - Terminal Expansion North - Terminal Expansion South Portland Mall Revitalization, PORTLAND, OR Sound Transit Link Light Rail Operations Maintenance Facility, SEATTLE, WA University Of Oregon, EUGENE, OR - John E. Jaqua Academic Center for Student Athletes - Athletic Medicine Center - College of Education Building Addition Renovation Study - Football Operations Facility - Student Success Center Conceptual Design Oregon Health Science University Marquam Cafe, PORTLAND, OR Washington State University-Vancouver, Master Plan Update, VANCOUVER. WA University of Cincinnati Social Behavioral Sciences Center, CINCINNATI, OH Ethos Multicultural Music Center, PORTLAND, OR The Bishop Museum, The Richard T. Mamiya Science Adventure Center, HONOLULU, HI Belleview Station Master Plan, DENVER, CO

Page 3 Fox + Moose Developers

Having spent ten years as the principal and visionary behind the success of Rapaport Development, Randy Rapaport, M.A. has created innovative and award winning mixed use housing. Belmont Street Lofts and Clinton Condominiums are examples of the companys projects.

Steve van Eck, B.S. Community Development, joins him after serving with the Oregon Community Foundation and the Meyer Memorial Trust. Together they bring creativity, vision, and attention to detail in all phases of the development.

Page 4 orentz Bruun Construction (LBC) has been L providing construction services based on a philosophy of integrity, reliability and high quality workmanship for the past 65 years. The company's capabilities cover a vast array of project types that include commercial building construction, tenant i mprovements, building renovations, seismic upgrades, retail medical, hospitality and industrial construction projects.

What sets Lorentz Bruun Construction (LBC) apart is our ability to think outside-the-box and provide creative solutions to complex problems. We excel at value engineering; providing maximum quality at a decreased cost. Our proven track record of meeting and/or exceeding budget and schedule requirements along with our in-house capabilities to self-perform much of the work, are just a few ways in which LBC is able to pass along cost savings to you.

Our reputation in the industry is based on our ability to consistently deliver a project that meets SInce... and exceeds our client's highest expectations. 1946 Norwegian immigrant founder begins business in Portland Founded in Portland, Oregon, LBC builds projects at present location. throughout Washington, Idaho, Colorado, 1953 Lorentz Bruun completes one of the first concrete tilt-up Utah, Montana, California and Arizona. We are construction projects in Oregon. committed to leading the industry in high quality, multi-disciplined construction with competitive 1959 City of Roseburg, OR is nearly destroyed when a 10,000 lb. explosive truck explodes in the center city. Bruun was prices, regardless of whether your project is a quick to respond with emergency crews and assistance small alteration or a technically complex, multi- to rebuild the community. million dollar facility.

Columbus Day wind storm in Portland devastated the city. LBC responded with a massive list of reconstruction Our long affiliation with the most qualified and projects. quality oriented subcontractors in the area places us in a position to receive preferential pricing on Bruun completes a series of major projects for the Oregon State Board of Higher Education with innovative lift slab our projects. The benefits of these relationships construction for student housing. are passed on to our clients in the form of the highest quality projects at the best prices. Tornado rips through the Peter S. Ogden school in Vancouver, WA. Along with other damaged structures, Bruun was on the job for repairs and restoration. The leadership, initiative and creativity of our people are the driving forces behind LBC's Pabst Blue Ribbon (PBR) $15 million renovation at the history of success. Our staff is comprised of historic Blitz Weinhard Brewery. fifty permanent employees including highly 1985 Portland Broadway Bridge Renovation. experienced managers, supervisors and foreman who have a reputation for providing the highest 1992 Bonneville Dam, 70,000 sf in-take gate maintenance facility is completed. level of performance and service in the industry. Their expertise includes extensive pre-construction 1995 LBC completes 10,000th project. and value engineering, proven cost analysis, estimating, and budgeting, permit acquisition, 2005 LBC renovates Portland Rose Garden outstanding construction management and field 2008 LBC constructs the first automated triple stacker car supervision, as well as high quality construction matrix in a NW Portland project. on both new and renovated buildings. LBC completes $16 million Collins Lake Resort renovation project-the largest construction defect repair in history. General Contractor Since 1946 LBC completes 500th Bank Project. Third Generation Family-Owned LEED Gold, Silver and Platinum Awards

COMMERCIAL • INDUSTRIAL • RETAIL • RESTORATION Similar Project Experience

LBC has performed work on several projects that would require imilarexperience as the Portland Development Commissions initiatives. A few of our most recent projects are described here.

The Reliable is a redevelopment of the former Reliable Parts building, an under utilized property in a developinc LBC has been The Reliable retail corridor. LBC rose to the challenge of construction within and preserving elements of an existinc awarded both the warehouse building on the corner of a busy intersection with high motor and pedestrian traffic. The projeo was completed ahead of schedule and within budget. Reliable is a three-story, 30,000 square foot mixed-use LEED Gold_and building consisting of retail and one residential unit on the ground floor, with 12 residential units upstairs, Platinum Ratings. an outdoor residential courtyard private to the residents. The Reliable is LE ED Gold Certified.

In addition, LBC has completed several Grocery Tenant Improvement and Ground up projects.

20 On Hawthorne 20th On Hawthorne is a four-story mixed-use project, including 51 residential apartment units, 5,000s of retail space and a fully-automated triple decker car stacker parking garage. This eco-concious buildinc includes a green deck; which is fully-landscaped with six apartments. The patio and flow-through plant detains and filters all the storm water from the project. Completed on budget and delivered to thE Owner ahead of schedule. The 20 On Hawthorne is LEED Platinum Certified.

Move The House

This project is a four-story mixed-use building consisting of one level of retail on the ground floor and three levels of one-and two-bedroom apartments above. The design is intended to create a contemporary ground floor datum with more historic residential blocks above. To avoid the supersized buildings that this type of development can create, the residential block is split in the middle by a sky- bridge corridor with a more contemporary glazing treatment. Retail services will thrive on the south-facing development that looks onto a City-operated community garden. The 3611 SE 20th Avenue building is enveloped by a permeable surface courtyard with vegetated planters and other state-of-the-art facilities Suite 300 custom designed to manage storm water. Portland, OR 97202 This project saved an existing home by picking it up, building Phone: 503.232.7106 a new foundation, and relocating the home to face 38th Avenue. This allowed for a balanced transition from the inner, Fax: 503.232.5609 residential, neighborhood to the commercial thoroughfare www.bruunconstruction.com on Division Street. COMMERCIAL • INDUSTRIAL • RETAIL • RESTORATION !"#$%&##'()**#$+&,-#.!$/01 What if... 2#$.,3*4$.,5#$!,%#!"#&$67$6$.,553')!8$!,$569#$ 6$:#!!#&$'#)%":,&",,4;$2"6!$)<$=#$,'*8$.,'735#4$ 67$53."$#'#&%8$67$=#$.,3*4$.!#;$2"6!$)<$=#$ :&,3%"!$+#,+*#$!,%#!"#&$6'4$!"#$&6**8$.&8$=67$>%,,4$ *,.6*$<,,4$<,&$6**?@$6'4$=#$5#6'!$)!;$2"6!$)<$#(#&8$ '#)%":,&",,4$.,3*4$:#$,&%6')A#4$!")7$=68;

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The GreenVille Grocery Initiative 2011

The GreenVille Grocery Initiative 2011 P a g e | 1 Table of Contents

Top ic Topic Page Executive Summary ...... 3 Project Characteristics ...... 4 Site Considerations ...... 4 Challenges Challenges ...... 4 Our Team Our Team ...... 5 Contact Information ...... 11

The GreenVille Grocery Initiative 2011 P a g e | 2 Executive Summary

The challenge of getting full service grocery that prioritizes healthy food options into underserved and often blighted neighborhoods is a significant one. We believe that food security is a primary social determinant of public health and therefore an extremely important priority for our community and our company. The problem we face as a mission driven developer is that conventional grocery operators are not historically in the business of opening stores in market areas that do not meet their demographic criteria. Regardless of the public's need and interest in incentivizing private business to operate in these sub-prime markets, commercial grocers have stakeholders/stockholders who require certain returns and grocers are ultimately in the business of making money, not subsidizing public interests. Anyone familiar with the incredibly low margins in the grocery business will tell you that they simply can not afford to develop in high risk locations.

Our goal is to create a solution to this challenge. We have formed a unique partnership that blends for-profit and non-profit community development entities to create a syndicated network of community-based, non-profit grocery stores that are a part of vibrant, sustainably- built, mixed-use facilities located in neighborhoods that correlate with the City's mandate for healthier, more livable communities.

To this end, we are creating a new non-profit entity that will oversee the formation and management of the grocery stores as well as all related educational and community organizing opportunities. As part of the entity’s evolution, we hope to be able to include a food distribution network to increase the capacity for engaging with local farms and food vendors. This non-profit entity, The GreenVille Grocery Initiative, headed by Executive Director Ann Forsthoefel, will work in partnership with the for-profit development team of The GreenVille Project LLC and Rembold Properties. This team will be responsible for the design, building, funding and ownership of the actual physical projects.

By operating the real estate development side as a for-profit entity, the project will attract private equity and construction lending sources, both of which are needed to make the project feasible. By having the grocery operated under the non-profit entity, it allows access to public and private foundation funding not available to a for-profit operator. It also allows for the inclusion of a bevy of educational services that would greatly increase the opportunity for community transformation, allowing the project to serve as an upstream agent impacting public health and community wellness.

We have spent the past two years refining a development model that allows us to embrace and support environmental, economic and social sustainability. We believe food and energy security are fundamental elements of healthy, livable neighborhoods. We were thrilled to receive the City's grocery initiative RFI as it is a wonderful compliment to our work. We look forward to engaging with the City of Portland and the Portland Development Commission to be a vibrant partner in this initiative. Together, we believe we can achieve a significant social return on both public and private investment in Portland's bright future.

The GreenVille Grocery Initiative 2011 P a g e | 3 Project Characteristics

The GreenVille Project has developed a sophisticated model for highly sustainable urban in- fill projects that are grocery anchored. While all project parameters are driven by site specific considerations, we have worked hard to create a development model that is both nimble and portable. Our goal is to be able to build and maintain dynamic mixed-use, grocery-anchored projects that respond to the needs of the community and allow us to maximize our highly leveraged funding model. By optimizing our access to affordable capital it allows us to significantly increase to amount of sustainable, energy efficient attributes that we can engineer into our projects and still meet the returns required by our socially conscientious investors.

We are actively seeking sites from 40,000 square feet to approximately 90,000 square feet to accommodate our model. While we would prefer to develop mixed use sites, we have run scenarios for smaller scale, stand-alone grocery where in-fill space is limited, but grocery need is high. From an energy modeling/efficiency standpoint, we are far more successful in an environment with a mix of uses and activation, so that remains a guiding priority.

As for grocery characteristics, site and demographics will dictate final details, but we are envisioning full service facilities sized between 18-20,000 square feet. The focus of the grocery will be locally-sourced, affordable food options, accompanied by community outreach and educational components. By partnering with local public health agencies and community organizations we believe we can support and enhance the healthy transformation of communities across the city. Access to healthy, affordable food is a primary social determinant of health and a core value in our development model.

Site Considerations

We are currently looking at sites in the Vancouver-Williams corridor, the Lents community and the Lombard/Kenton area. In the interest of maximizing our funding model, we will give priority to sites that fall into the City's grocery initiative parameters, URA's, NMTC qualified census tracts and State of Oregon targeted employment areas.

Challenges

We recognize that the list of challenges is a long one for bringing grocery into historically underserved neighborhoods. Add to that a desire to do it in the most sustainable means possible and the list of challenges seems daunting. This endeavor will take an energized, collaborative effort from both the private and public sectors. The potential tools and incentives outlined in the RFI are a welcome starting point to the dialogue. To make a project of this nature viable, it will be necessary to leverage resources on all fronts. We know the return on investment both economically and socially will be significant.

The GreenVille Grocery Initiative 2011 P a g e | 4 Our Team

Over the course of the past two years, we have amassed an amazing team to help us fully understand what the intersection of environmental, economic and social sustainability looks like. It is a true testament to the intellectual collateral that invigorates this City. This team represents decades of proven leadership and success in cumulatively developing hundreds of thousands of square feet of commercial, residential and retail projects. It also brings new voices into the mix to lead innovation and strategic thinking to solve old problems with new solutions. The following bios identify the core of our team:

Development Team The GreenVille Project, LLC

Jae Larsen CEO Founding Partner LEED AP As managing member of the partnership and CEO of the firm, Jae is responsible for the day to day operations of the project, as well as keeper of the vision. She comes to this work with an 18 year background at the helm of a design/ build firm. As a designer, her work has received considerable notoriety, including newspaper and magazine features as well as inclusion in fashion and design writer Anna Kasabian's latest coffee table book. Jae brings strong leadership skills and a proven record of successful project management.

Jae has also become a regular on the sustainability circuit as a speaker, and has addressed issues ranging from “Energy Security in the Retail Sector” to “Food Insecurity in Urban America”. She was featured as a “Sustainable Pioneer” in the Pacific North West as a panelist and guest of Al Gore. She is passionate about using her extensive understanding of sustainable strategies to develop stronger, healthier communities.

Jae holds a BA in Communications from the University of Southern California with a minor in Entrepreneurship from the Marshall School of Business. Prior to college she proudly served her country in the U.S. Coast Guard. She is a certified LEED AP and a licensed general contractor.

Eva Longoria Founding Partner From a very young age, Eva’s family’s strong work ethic instilled in her the notion “if you want something, you must work for it.” The Longoria motto has driven Eva not only to professional heights of her own, Golden Globe nominee, Screen Actors Guild Award winner, People’s Choice Award winner, Bambi Award winner, and ALMA Award winner, but it has been the spark that has encouraged her to enrich the lives of others. Eva stars as “Gabrielle Solis” on the ABC megahit “Desperate Housewives,” but the actress’ most important role is the one she plays off screen, in the Latino community, her charitable organizations and the green movement.

Eva is a passionate philanthropist and socially conscientious investor. She believes strongly in the GreenVille vision of bringing food and energy security to underserved communities.

Butch Klein Founding Partner Butch has enjoyed a successful career in the entertainment industry and has channeled his vast professional and personal network to support the causes he holds dear. He is respected as an organizer and socially responsible investor.

His compassion, appreciation and respect for the environment and all the joy it has provided him has inspired his desire to make a difference. Through The GreenVille Project, Butch has found a way to create great social return for his investment in a more sustainable future.

The GreenVille Grocery Initiative 2011 P a g e | 5 Rembold Properties, LLC

Rembold Properties brings a wealth of real estate development success and experience to the team. The firm is a diverse and innovative real estate development company investing in and developing select real estate projects. Since 1974, Rembold has developed over $500 million of apartment and condominium units, office and retail developments and self-storage warehouse facilities. The company has also built single family homes in the United States and Japan and has been a developer of single family lots for sale to builders.

Rembold Properties real estate development projects demonstrate the best of entrepreneurial vision, quality design and construction, and proven economic performance. These qualities compliment a corporate management philosophy combining knowledgeable intuition with detailed financial and economic analysis. The company’s projects typify the spirit, style, and market savvy Rembold creates as a result of experienced management using sound business judgment as the basis for entrepreneurial action.

Kira Cador President Kira Cador has been with Rembold Companies since 1990. Her primary responsibility is managing Rembold Properties and directing the company into development and investment opportunities. Kira also oversees all property and asset management activities and manages the accounting and financial affairs of Rembold Companies. She has managed the development of: market rate multi-family and income restricted multi-family projects throughout Oregon and California, a senior independent high-end rental project in Portland, Oregon, an 180,000 sf flex/office project in Oregon, and multiple retail projects throughout Oregon and Washington. Prior to joining Rembold Properties, Kira was in front office and sales management with Marriott Hotels and Resorts for three years in Southern California and Portland.

Kira has a Bachelor of Arts in Business from Washington State University. She has served: as a board member on a local Portland YMCA board, on the board of Childcare Services NW, as a board member of Cathedral Catholic Youth Organization, as Forest Park Elementary PTA President and as a member of the Pinnacle neighborhood design review committee. She currently is a board member of the Portland chapter of the National Charity Leagues and volunteers for her children's school and athletic activities.

Kali Bader Vice President Kali Bader is a Vice President with Rembold Companies. Her primary responsibilities are in acquisitions, financing, development and asset management. Kali also acts as a project manager for development opportunities and assists in the oversight of the company. She also leads the investment management arm of the company with Mr. Rembold. Prior to joining Rembold Companies, Kali worked in San Francisco as an Investment Manager for the National Office Partners Fund at Hines Interests. While at Hines, she led the reporting and analysis of the $3.0 billion office-building portfolio on a portfolio-level basis as well as the management of investments in Seattle, WA and Houston, TX. Kali previously worked with a real estate office development firm, Chamberlin Associates, based in Pleasanton, CA and worked as a manufacturing consultant for Deloitte Consulting.

Kali is an adjunct Professor at Portland State University in the Center for Real Estate, serves as a board member of Fruit and Flower Childcare, is the Chair of the Facilities Committee for Fruit and Flower Childcare and was a three-year volunteer track coach for a local middle school. She has a Masters of Business Administration from the University of California at Berkeley and a Bachelor of Science in Industrial Engineering from the University of Washington.

The GreenVille Grocery Initiative 2011 P a g e | 6 Non-profit Grocery Entity The GreenVille Grocery Initiative

Ann Forsthoefel Executive Director A seasoned leader in the sustainable food industry for over 20 years, Ann Forsthoefel has literally gotten her hands dirty – tilling soil to create local, sustainable food systems which supported her own restaurant in Ohio,a Colorado university sustainable education center, and the iconic Portland Farmers Market. Forsthoefel’s savvy business intellect and passionate spirit led the market to achieve unprecedented success for her vendors and the economic growth of the community. Her vivaciousness and ability to successfully connect with diverse interest groups was a key element in making her a beloved leader throughout the city of Portland.

A lifelong avid gardener and grower, in 1991 Ann opened a restaurant and catering business in Ohio that focused on dishes made from locally-sourced food…a novel idea for the area at that time. She then transplanted herself to Colorado in 1998 where she was Executive Director of Naropa University’s Hedgerow Sustainable Education Center and developed educational, business and community outreach at the 20-acre off-site campus. After moving to Portland in 2005, Ann helped distribute millions of pounds of food to those in need as Director of Agency Relations for Oregon Food Bank. Ann joined Portland Farmers Market in 2008. where she lead the market with expansive growth and national recognition, including being rated the number one farmers market in the world by Delta Sky magazine.

Ann holds a MA in Sustainable Leadership from Antioch University McGregor in Yellow Springs, Ohio. She also received a Certificate for Coaching for Authentic Leadership from Naropa University in Boulder, Colorado.

Finance Team Blue Tree Strategies

Aaron Berg President and CEO Aaron Berg is currently serving as Chief Financial Officer of Clean Energy Works Oregon, a capital aggregation and service delivery platform working to catalyze the Oregon energy efficiency retrofit industry. Aaron founded Blue Tree Strategies in 2008 and has led the firm in supporting the Clean Energy Works platform from concept to local pilot through state-wide deployment. The design of Clean Energy Works reflects the Blue Tree approach: strategic innovation for achieving measured and verified social, environmental and financial returns. As Founder and CEO of Blue Tree, Aaron provides leadership on client services spanning renewable energy and energy efficiency project finance and program design, carbon accounting, and custom consulting engagements. Prior to founding Blue Tree, Aaron worked in commercial lending with ShoreBank Enterprise Cascadia, underwriting commercial debt transactions in the organic agriculture, renewable energy, real estate and construction industries, and in public accounting for Portland based Perkins & Co.

Matt Collier Director of Consulting Services Matt Collier is tasked with managing and delivering all client consulting arrangements on behalf of Blue Tree. He has extensive experience in structuring financing for public/private partnerships on behalf of the Portland Development Commission, the City of Portland's economic development and urban renewal agency.

Previous to his time at PDC, Matt worked for Accenture, Inc., a consulting firm in New York City, helping to manage the delivery of large scale IT development and systems integration projects on behalf of Fortune 500 companies. Over his tenure at PDC, Matt structured a number of housing and commercial redevelopment projects throughout the City, including most recently a $50M affordable veteran’s housing project in Portland's new South Waterfront district and a $15M affordable residential condominium project in North Portland. At PDC, Matt also worked with the Clean Tech and Sustainable Industries cluster team on a number of projects, most notably helping to start-up the Portland Sustainability Institute and contributing to the development of the Clean Energy Works Portland program. He holds an undergraduate degree from Bucknell University in PA, graduating Phi Beta Kappa, and received a certificate of Real Estate Development from Portland State University.

The GreenVille Grocery Initiative 2011 P a g e | 7 Kimberly Burkland Pray General Counsel and Consultant Kimberly provides program development, project management, policy research, industry advocacy, grant writing, and strategic consulting to Blue Tree clients. She brings to Blue Tree a specialization in advanced taxation law and interdisciplinary expertise in key areas, including clean and renewable energy, green building, and regional food systems. Kimberly splits her time with Blue Tree as the Assistant Director of the Green Business Initiative at the University of Oregon School of Law. As a member of the Oregon State Bar, she is active in the OSB Taxation Section, Oregon Tax Institute Planning Committee, and as a board member of the Portland Tax Forum.

During law school, Kimberly served as a law clerk at Foster Pepper PLLC, where she worked with the litigation and public finance practice groups. Previously, she served as Director of Development for Ecotrust, where she managed and coordinated grant proposal development and funding requests, cultivated individual donors, and maintained donor relations. Kimberly received her J.D. from Gonzaga University School of Law and went on to earn an LL.M. from the University of Washington Graduate Program in Taxation. She received her B.S. in Environmental Science from Brown University.

Architects GBD Architects

Phillip Beyl, LEED AP Principal Architect Phil Beyl is the President of GBD ARCHITECTS Incorporated. In addition to leading the firm, he also leads many of GBD’s most significant projects, most recently as Principal-in-Charge of the highly renowned South Waterfront and Brewery Blocks re-development projects. He directs the firm’s efforts in establishing its position as a leader in the design of complex and sustainable mixed-use urban design projects.

Phil is a LEED Accredited Professional, who was Principal-in-Charge of 12 LEED certified projects, including two completed LEED Platinum and four more tracking Platinum. His projects benefit not only from his wealth of experience but also from his unique management skills. He brings direct principal involvement to each of his projects, managing the design process from start to finish, while guiding the design to achieve its programmatic and budgetary goals. He blends his analytical skills with the ability to mold diverse groups of participants into an effective team.

Craig Mendenhall, LEED AP Designer Craig Mendenhall has the most thorough grasp of creating three dimensional space of any designer in the 40 year history of GBD Architects. He simply creates great spaces. To date, Mr. Mendenhall is most known for the design of the Gerding Theater at the Armory, located in Portland’s Pearl District. Not only is the Gerding Theater the world’s ﬁrst LEED Platinum performing arts venue, it is also the world’s first LEED Platinum nationally registered historic renovation. His work exemplifies the core values of GBD Architects.

Craig is a LEED Accredited Professional as well as an associate member of the American Institute of Architects, Portland Chapter.

David Posada, LEED AP Sustainability Guru David serves as the Sustainability Coordinator for our office, where he provides expertise and training in the LEED Certification process and acts as a resource person for green building and sustainable building strategies. Recently, he was part of the design team for a four-story mixed use apartment building, and provided LEED project management and consulting for Owens Corning and Mt. Hood Meadows. David also served as Job Captain on several smaller renovation and tenant improvement projects. He recently received a first place design award from the Cascadia Region Green Building Council for his work on a two-unit residential project, which is being built by Portland Habitat for Humanity. David’s training in building science, energy efficient design, neighborhood planning and real estate development inform his desire to help design mixed-use neighborhoods that are appealing places to live, as well as being financially feasible and environmentally responsible.

The GreenVille Grocery Initiative 2011 P a g e | 8 Engineering SOLARC

Gene Johnson, P.E. Principal in Charge, Lead Mechanical Engineer Gene is SOLARC’s principal in charge of mechanical and electrical engineering. This project requires the creative engineering that comes from Gene’s blend of creativity in design and construction sensibility – a blend that led to Gene’s leadership position in such relevant system concepts as ground-coupled heat pumping, radiant cooling, passive ventilation, passive and active solar thermal systems, cogeneration and district energy systems; use of alternative fuels and rainwater harvesting. He possesses extensive experience in management and execution of design, analysis and construction processes, particularly applied to ultra-efficient buildings. Gene is amazingly innovative, dedicated to the principles of radical sustainability and the living building challenge.

Legal K&L Gates, LLP

Louise Adamson, LEED AP Partner Louise Adamson represents both corporate and individual clients in a wide variety of real estate and business transactional matters including real estate acquisition and disposition, leasing, financing, development and construction. As a LEED-AP (Leadership in Energy and Environmental Design Accredited Professional by the U.S. Green Building Council), Louise has an in-depth understanding of sustainable building practices and the expertise necessary to assist clients with the LEED certification process as well as rapidly evolving government regulations. Further, LEED accreditation enhances Louise’s ability to interface with design, construction and operations professionals to ensure that sustainability goals are effectively and holistically implemented.

Of note, Louise has developed a first-of-its-kind green leasing program which integrates sustainable building practices and also tracks the LEED rating system through each stage of the lease negotiation process so that the lease itself facilitates LEED certification for the tenant space.

Dirk Michels Partner Dirk Michels advises publicly traded and privately held U.S. and international greentech, cleantech and IT companies in a wide variety of corporate and financing matters. His work includes the full range of corporate and strategic advice, as well as assistance with all aspects of project financing, debt and equity financing, and securing of public grants. In particular, he has developed corporate agreements for cleantech companies engaged in distributed solar power projects - from power purchase agreements, to construction contracts, to agreements related to renewable energy credits.

Kantor Taylor Nelson & Boyd PC

Alan Pasternack Partner Alan Pasternack is a tax and transactional attorney specializing in business and real estate transactions involving tax advantaged investing and community development. Alan represents developers, non-profit community development corporations, and community development entities in structuring, negotiating and documenting transactions in which a significant portion of the financing is derived from federal tax incentives, particularly new markets tax credits, historic rehabilitation tax credits, low-income housing tax credits, and tax- exempt bonds, and government loans and grants. Alan’s experience includes transactions using multiple financing sources, including transactions twinning new markets tax credits with historic rehabilitation tax credits, and transactions involving new markets tax credits and tax exempt bonds.

Alan is active in the ABA Forum on Affordable Housing and Community Development Law, is a regular speaker at Forum conferences, and chairs the Forum’s New Markets Tax Credits committee. Alan is also a regular speaker at industry conferences.

The GreenVille Grocery Initiative 2011 P a g e | 9 Thomas Nelson Partner Tom Nelson is a shareholder in the firm. Tom's expertise combines an understanding of federal, state and local tax issues, organizational structures and the financing of real property transactions. Tom has been a leader in the structuring of economic development projects utilizing New Markets Tax Credits and combining NMTCs with Historic Rehabilitation Tax Credits and various public and private financing sources. Tom's expertise also includes the federal Low Income Housing Tax Credit, issues unique to tax-exempt organizations, as well as the structuring of for-profit transactions. He provides counsel to project developers, tax credit investors and syndicators, community development entities, and lenders from the Pacific Northwest and around the country. Prior to joining Kantor Taylor, Tom chaired the tax practice of a large Seattle law firm.

Construction B&G Builders

Carrington Barrs Principal / Project Manager

Gabe Genauer Principal / Project Manager With over 30 years of combined experience and a passion for sustainable construction, Carrington Barrs and Gabe Genauer left their corporate construction positions to form B&G Builders, Inc. in 2004. Over the last decade, both Barrs and Genauer have demonstrated success in delivering upwards of $100 million of complex commercial, residential and infrastructure construction projects.

Carrington provides construction management, general contracting and consulting services to the commercial building industry with an emphasis on sustainable building techniques. As a hands-on project manager, Carrington is responsible for all elements of project management: scheduling, budgeting, quality control, personnel and subcontractor management as well as safety. He also serves as a resource for creative problem solving and solid communication throughout the project, working well with owners, end users, community members, architects, consultants, suppliers and subcontractors.

Gabe is a hands-on project manager, responsible for all elements of project management: scheduling, budgeting, quality control, and subcontractor management and safety. Gabe provides clients with sound financial information through cost estimates and cost reporting tools. He also serves as a resource for creative problem solving throughout the project.

Retail Broker/Consultant Commercial Realty Advisors, Northwest

Debi Rosenbaum Broker Debi Rosenbaum is a deal maker and a game changer. Respected by her colleagues as a trend spotter, Debi has an uncanny knack for understanding individual property dynamics and meeting her clients’ needs. Ms. Rosenbaum has worked hard to distinguish herself as a knowledgeable, sustainably oriented broker for the emerging green commercial real estate market.

A passionate foodie, Debi is key member of the retail team at CRA and has been involved in some of Portland’s most notable independent, chef-driven restaurant and boutique hotel transactions.

Having been involved in several industries including finance, retail, restaurant/food service and fashion, Debi has an insider’s perspective on the various commercial real estate needs these businesses face. She also possesses a background in financial management, financial analysis and asset management where she has honed her analytical and research skills.

The GreenVille Grocery Initiative 2011 P a g e | 10 Strategic Planning Baldwin Consulting, LLC

Gwenn Baldwin President Gwenn Baldwin is president of Baldwin Consulting LLC, a woman-owned limited liability corporation formed to provide strategic positioning and government relations services to public, non-profit and private sector clients. Gwenn has more than 20 years of experience providing these services and has worked directly in the public, private and non-profit sectors. This gives her a comprehensive view in approaching multi-sector issues and guiding clients through challenging policy issues to success.

Gwenn has worked on urban renewal, public-private and PDC issues for the past five years for several clients and as a member of the Portland Business Alliance Urban Renewal Advisory, PDC Budget Review and the Central City Committees. She has served on the Permitting Consolidation Oversight Committee, the Citizens Advisory Committee for the Independent PoliceReview and as a citizen member of the Police Performance Review and Use of Force Committees.

Contact Information

Please direct all inquires for information to:

Jae Larsen CEO The GreenVille Project LLC 240 N. Broadway Suite 122 Portland,OR 97227 ph. 503-490-1703 email: [email protected]

The GreenVille Grocery Initiative 2011 P a g e | 11

Montavilla Food Coop PO Box #13382 Portland, OR 97213 http://www.montavilla.coop/

April 27, 2011

Bernie Kerosky Portland Development Commission 222 NW Fifth Avenue Portland, Oregon 97209-3859

Re: PDC Grocery Initiative Request for Interest

Dear Bernie Kerosky,

Please accept the enclosed material as our expressed interest in the Grocery Initiative being offered by the Portland Development Commission’s (PDC) and the Bureau of Planning and Sustainability (BPS).

When we learned of the RFI, our development team was compelled to act on this fantastic opportunity to potentially advance our progress. PDC/BPS’s support of the Montavilla Food Co-op (MFC) will help bring a community owned and operated grocery store, which would offer a full line of fresh produce, bulk products, meat, dairy and household goods.

Not only is there a viable demand for a healthful grocery store option within a 2-3 mile radius of the center of Montavilla, but we have also identified a strong desire within the community that a food cooperative would fit the bill. The MFC’s cooperative business model and mission is based on adhering to the 7 cooperative principles – values we feel align closely with the Grocery Initiatives’ goals and strategies.

The MFC hopes to build on the successes of the Montavilla Farmers’ Market and the 4 cooperative grocery store locations in the Portland metro area. By offering year-round access to fresh and locally produced foods, we aim to address the food security and nutritional issues related to the ‘food deserts’ within our communities, not only in the immediate Montavilla neighborhood, but also the surrounding neighborhoods – Parkrose, Hazelwood, Madison, Gateway, Mt. Scott-Arleta, Foster- Powell and Lents, to name a few. Our grocery will also provide year-round markets to local growers and producers, thus strengthening our local economy.

On behalf of the Montavilla Food Co-op Steering Committee and member-owners, I look forward to speaking with you about our efforts and learning more about how we can engage with PDC and BPS to move our project forward.

Sincerely,

Luby Wind, Steering Committee member Montavilla Food Cooperative 503-449-6322

Good Food for a Great Neighborhood!

I. About Montavilla Food Cooperative: our current locations, facilities characteristics, and products offered at the location. The Montavilla Food Co-op (MFC) is in the development stages of our project and as such, this RFI describes what we intend and plan for our business in terms of location, facilities and products for our business.

The Montavilla Food Co-op is incorporated in the State of Oregon as a consumer’s cooperative corporation. The mission of the Co-op is to enhance the quality of life for residents of and visitors to the neighborhood by providing access to affordable, healthy food in an environment shaped by the community’s values – a retail storefront, open to all, but owned and operated by member-owners in the center of the neighborhood.

Our organization emerged from the shared vision of several Montavilla neighbors, and has grown to include a large group of committed, multi-talented volunteers engaged in promoting and coordinating the activities involved in moving our vision steadily and thoughtfully towards a vibrant storefront. Our business objective is to open a full service grocery offering a wide range of fresh produce, bulk foods, dairy products, packaged goods and locally raised meats. Following the guidance of experienced and successful cooperative mentors, we have organized into a steering committee and various subcommittees who are formulating a business and marketing plan and researching prospective sites in and around Montavilla center. We are also actively engaged in fundraising activities, both locally and nationally, having hosted several community forums with the goal of sharing cooperative values and building member-owner equity. These events have attracted individuals and families, not just from Montavilla, but from several outlying neighborhoods all of whom inform our marketing strategy.

II. Identify areas in the city that our organization would consider locating or expanding: Guided by cooperative principles and values, MFC’s overarching strategy is to support food security by providing improved access to nutritious food and to serve our diverse communities by offering consumers the opportunity to learn more about how and where their food is grown and invest in the local economy. Our intention is to locate centrally to Montavilla or the nearby North Tabor neighborhood (overlapping zip codes 97213, 97220, 97215, and 97216 -- the four zip codes intersecting at 82nd and East Burnside), and to outreach to Gateway and other areas east of I-205 (the eastern parts of 97216 and 97220, as well as 97233 and 97230). We feel our enterprise would serve several neighborhoods in addition to Montavilla and Mt Tabor – such as Gateway, Hazelwood, Roseway, Madison South, Lents, Foster-Powell, and Mt Scott- Arleta, to name a few. While there are numerous large box supermarkets and mom and pop convenience stores in these communities, they are largely underserved with regards to year- round affordable, healthful food choices.

III. Probable size and characteristics of the potential grocery store: The size of our store is largely dependent on two factors: 1. the number of shares purchased by our member-owners and projected growth of owner equity investment, and 2. the results of our feasibility study, which will identify the needs and desires of our community. We plan to start with an initial membership of 1000 to 1500 co-op owner/members and operate out of a storefront with typical operating hours of approximately 9am – 9pm, and will, of course, be open to all, both member- owners and the general public. We are surveying retail spaces sized between 1500 sq ft to 3000 sq ft. to best accommodate dairy, produce and meat coolers, freezers, 2-3 grocery aisles, a bulk foods section and check-out counters.

PDC/BPS RFI 4.11 Page 1

Probable Store Characteristics: a. Attractively displayed food categories using conventional and innovative merchandising b. International and multi-ethnic recipes, nutritional and place of origin/grower/producer information readily accessible c. Well lit – interior and exterior d. Accommodation for both self service and customer assistance options e. Ample bicycle parking f. Potentially 4-5 dedicated parking spaces, in addition to off street parking g. ADA compliant restrooms h. Future potential additional amenities i. Multi-lingual signage ii. Children’s play area iii. Community gathering space for both formal and informal purposes (similar to People's Food Co-op, for example) iv. Food demonstration area/possible teaching or community kitchen

Additional information of interest to PDC and BPS:

I. Potential challenges your organization may face, and how PDC and BPS would help overcome them: As a fledgling cooperative business, we are faced with the same challenges of other start-up businesses. We are in the second year of business development and are seeking regional and national partners to help facilitate our progression to a storefront. We would like to attract a balanced membership from our diverse community, and welcome assistance with engaging the community, including outreach resources, multi- lingual owner benefits material and in-store signage. We welcome mentoring as we hone our business plan, gather reliable data for our market research and feasibility study, property- leasehold improvement support, and assistance with obtaining funding for outreach, member recruitment, and start-up projects… and any other aspects that we haven't foreseen yet!

II. Potential sites of interest: To date, we have surveyed three properties in the Montavilla neighborhood boundary, and will attach the information upon request, since we asked that the particular locations be given "trade secret" confidentiality at this point in our application. We are fortunate to have a realtor specifically experienced in the unique needs of sustainable businesses on our team. Our location criteria involve the following considerations: bicycle and walk-ability, proximity to Tri-Met and MAX, ADA and senior citizen accessibility and close proximity to community centers, religious organizations, and culturally and economically diverse populations.

III. A list of potential development and community partners: Our business planning is distinctly informed by the knowledgeable experience and advice provided by the Northwest Cooperative Development Center and other local sister food co-ops.

• Our own co-op member-owner investors • Montavilla and East Portland Food Buying Clubs - Our group cross pollinates with a neighborhood grassroots food-buying club as we work towards establishing a storefront food co-op and community gathering place to help strengthen the club’s buying power.

PDC/BPS RFI 4.11 Page 2

• Our local sister food cooperatives – People’s Food Co-op (SE Portland), Alberta Cooperative Grocery (NE Portland) and Food Front Cooperative Grocery (NW Portland/Hillsdale) all of whom have offered financial and technical support. • Montavilla Neighborhood Association • Montavilla East Tabor Business Association – and our business and civic neighbors • National Cooperative Grocery Association – Western regional chapter. • Montavilla Farmers’ Market - The Montavilla Farmers’ Market at SE 76thand Stark has been a motivating force and supportive partner to our nascent organization. Our goal is to build on the market’s success of connecting producers with consumers by offering a year-round market for local growers and producers, including numerous small-scale ethnic food producers and craftspeople within our neighborhood. • Northwest Cooperative Development Center – a nonprofit organization devoted to assisting new and existing cooperative businesses. As our non-profit sponsor, the Center’s mission is to foster community economic development primarily through the cooperative business model. • The Food Coop Initiative – a national nonprofit foundation providing resources and support for communities that want to start new food co-ops. • JOIN, a local non-profit – Located in our neighborhood, JOIN exists to support the efforts of homeless individuals and families to transition from homelessness into permanent housing. Our community partnership with JOIN was born out of our mutual concerns of food security, nutrition and forging and maintaining healthy connections to a healthy community. • Southeast Uplift • Organic Valley Cooperative – a nationally recognized farmer owned dairy cooperative.

PDC/BPS RFI 4.11 Page 3

Appendix

• MFC Press Releases o http://www.opb.org/thinkoutloud/shows/food-deserts/ o https://docs.google.com/viewer?a=v&pid=explorer&chrome=true&srcid=0B 7zxmhwGjq1AOTBkMzI0YWEtYjlhMS00NWExLWJmNWItYmZmMDRlZmJ lZmUy&hl=en o http://www.oregonlive.com/news/oregonian/anna_griffin/index.ssf/2010/0 2/portlands_montavilla_neighborh.html o http://news.mywebpal.com/news_tool_v2.cfm?pnpid=667&show=archivede tails&ArchiveID=1430572&om=1

• MFC Mission / Vision / Values Statement and 7 Cooperative Principles (see attached)

PDC/BPS RFI 4.11 Page 4

Montavilla Food Co-op Mission / Vision / Values Statement

The mission of the Montavilla Food Co-op is to enhance the quality of life for both residents and visitors by providing access to affordable, healthy food in an environment shaped by the community’s values.

• The Montavilla Food Co-op will provide the public and member-owners convenient, affordable access to food and groceries that are determined by them rather than corporate marketing priorities. • The Montavilla Food Co-op will be governed and managed by its member-owners. • The Montavilla Food Co-op will support local agriculture and related businesses and organizations. • The Montavilla Food Co-op will evolve and expand based solely of the needs of co-op’s member-owners and the community. • The Montavilla Food Co-op will offer the Montavilla and surrounding neighborhoods opportunities to participate in and contribute to the quality of the Portland food culture.

The International Cooperative Alliance Statement of Cooperative Identity

DEFINITION – A cooperative is an autonomous association of persons united voluntarily to meet their common economic, social, and cultural needs and aspirations through a jointly-owned and democratically controlled enterprise.

VALUES – Cooperatives are based on the values of self-help, self-responsibility, democracy, equality, equity, and solidarity. In the tradition of their founders, cooperative members believe in the ethical values of honesty, openness, social responsibility, and caring for others.

PRINCIPLES – The cooperative principles are guidelines by which cooperatives put their values into practice.

FIRST PRINCIPLE: VOLUNTARY AND OPEN MEMBERSHIP – Cooperatives are voluntary organizations, open to all persons able to use their services and willing to accept the responsibility of membership, without gender, social, racial, political, or religious discrimination.

SECOND PRINCIPLE: DEMOCRATIC MEMBER CONTROL – Cooperatives are democratic organizations controlled by their members, who actively participate in setting their policies and making decisions. Men and women serving as elected representatives are accountable to the membership. In primary cooperatives members have equal voting rights (one member, one vote) and cooperatives at other levels are organized in a democratic manner.

THIRD PRINCIPLE: MEMBER ECONOMIC PARTICIPATION – Members contribute equitably to, and democratically control, the capital of the cooperative. At least part of that capital is usually the common property of the cooperative. They usually receive limited compensation, if any, on capital subscribed as a condition of membership. Members allocate surpluses for any or all of the following purposes: developing the cooperative, possibly by setting up reserves, part of which at least would be indivisible, benefiting members in proportion to their transactions with the cooperative, and supporting other activities approved by the membership.

FOURTH PRINCIPLE: AUTONOMY AND INDEPENDENCE – Cooperatives are autonomous, self-help organizations controlled by their members. If they enter into agreements with other organizations, including governments, or raise capital from external sources, they do so on terms that ensure democratic control by their members and maintain their cooperative autonomy.

FIFTH PRINCIPLE: EDUCATION, TRAINING, AND INFORMATION – Cooperatives provide education and training for their members, elected representatives, managers, and employees so they can contribute effectively to the development of their cooperatives. They inform the general public particularly young people and opinion leaders about the nature and benefits of cooperation.

SIXTH PRINCIPLE: COOPERATION AMONG COOPERATIVES – Cooperatives serve their members most effectively and strengthen the cooperative movement by working together through local, national, regional and international structures.

SEVENTH PRINCIPLE: CONCERN FOR THE COMMUNITY – While focusing on member needs, cooperatives work for the sustainable development of their communities through policies accepted by their members.

PDC/BPS RFI 4.11 Page 5

April 30, 2011

Bernie Kerosky Portland Development Commission 222 NW Fifth Avenue Portland, Oregon 97209-3859 [email protected]

RE: RFI Grocery Store Initiative/ Native American Market (NAM)

Dear Mr. Kerosky:

We are in the process of creating a co-op organization whose membership will be comprised of partners in a new grocery specializing in Native American foods.

Please accept this response to the PDC Request for Interest.

Portland has the ninth largest Native American population in the nation, with members of more than 380 tribes living here, without a single grocery store in the Metro area that focuses on this underserved population’s needs or that features food products from Indian Country.

Native American Market (NAM) co-op members will be largely food-producing Tribes and Native-owned businesses and fishermen located within the Pacific Northwest region, but will extend to Tribes and Indigenous Peoples located elsewhere both within and without the United States. Each co-op partner will bring a completely unique set of food products and traditions to the venture. We will seek a partnership with an experienced grocer to manage the operation.

The specific market niche we plan to develop will be based on Native American foods and cultures, and will include food prepared for on-site and off-site consumption and a program of performances by Native storytellers, musicians, poets, singers and powwow drums, providing both context and celebration to these important traditional and sacred foods.

There will be a fish market, where Treaty fishermen can sell their catch, and a demonstration kitchen for co-op partners/vendors to exhibit their products and meet the public. Our plans include a memorial to Native fishermen who have died while doing their dangerous work, and we will host a permanent fundraising drive

Page 1 of 3 to purchase safety equipment for all Native fishermen to reduce or eliminate the incidence of drowning.

To the best of our knowledge, no such grocery exists anywhere in the nation.

We plan to base NAM in Portland, but realize that the business model we propose to create here in Portland will be replicable in other locations both within and without the state of Oregon, and with the same set of co-op partners.

NAM will seek to address the issue of diabetes, which the Native population suffers at epidemic levels everywhere in Indian Country, with education and access to wholesome and culturally significant foods.

We seek to partner with the Portland Development Commission to achieve these goals.

We propose to locate the Native American Market in East Portland, possibly in the Gateway URA. The ideal building size would be roughly the same as a New Seasons grocery, with a similar layout, but with a performance space added.

The Coalition of Communities of Color recently issued its report “The Native American Community in Multnomah County: A Statistical Profile”, which identified these facts:

[] The Native American population is undercounted in surveys and census reports, but is estimated to number more than 38,000 in Multnomah County, with most residing in East Multnomah County, in low-income neighborhoods.

[] The poverty rate for Native Americans in Multnomah County is a staggering 34.4%, highest of all ethnic groups. Annual incomes for Native American families in the Portland Metro Area is roughly half that of whites in every category.

[] The only employment categories in which Native Americans exceed whites as a percentage of the workforce are in the lowest paying types: service, farming, fishing and forestry.

As you are aware, poverty has a direct relationship to healthy food choices. NAM will improve those choices for its customers, and will provide opportunities for Native American food producers to get better prices and reach broader markets.

The Native American Market initiative is being organized by Herb Fricke, Board President of the Oregon Native American Chamber (ONAC) and President of Cascade Design Professionals, Inc., and Sean Cruz, Executive Director of 1000 Nations.

Page 2 of 3

Sincerely,

Herb Fricke Sean Cruz

Herb Fricke. President Sean Cruz, Executive Director Cascade Design Professionals 1000 Nations 2780 SE Harrison St., Ste 104 10809 NE Fremont Street Milwaukie, OR 97222 Portland, OR 97220 P 503-652-9091 C 503-804-2616 [email protected] [email protected]

Page 3 of 3

Response to Request for Interest: Recruitment of Grocery Store Development in Underserved Neighborhoods

1. Information about the organization that includes, if applicable, current location(s), facilities characteristics, and products offered at each location.

New Seasons Market is a full-service, neighborhood grocery store serving customers throughout the Portland Metro Area. We currently have stores located in the Raleigh Hills, Sellwood, Orenco Station, Concordia, Seven Corners, Arbor Lodge, Mountain Park, Cedar Hills, Happy Valley and Hawthorne neighborhoods. Next fall, we will open our eleventh store in the Beaverton neighborhood of Progress Ridge, followed by our twelfth store in the East Vancouver neighborhood of Fisher’s Landing.

At New Seasons Market, we carry essential groceries for everyday eating and also feature local and organic produce, natural meats, wild-caught seafood, a huge variety of local and international cheeses, handmade organic breads, an extensive wine and beer selection and chef-prepared deli foods. Our stores have large nutritional supplement and vitamin departments staffed by experienced and knowledgeable people, and our free Wellness classes promote healthy living from the inside out.

Founded by three Portland families in 2000, New Seasons Market is proud to be locally owned and operated and enthusiastically supports the communities we serve. In 2010 we gave 10 percent of our after-tax profits to more than 650 nonprofits and community groups. Additionally, our grant program distributed funds to local organizations dedicated to supporting local family farms. Nearly $70,000 was distributed to various farming groups, including 19 neighborhood farmers markets.

2. Identified areas in the city that the organization would consider locating or expanding.

New Seasons Market welcomes the opportunity to enter new neighborhoods in the Portland Metro area. With our current base of ten stores we believe there is still substantial room for growth. We’re open to considering close-in locations, underserved areas (food deserts) and outlying communities.

We are eager to provide more communities with access to fresh, local food. Our stores have unique personalities that reflect the neighborhoods immediately surrounding each one. We hire from within those communities, reducing commutes for staff members and providing jobs to neighbors.

Our company is committed to improving the economic vitality of every neighborhood that we become a part of, and we can offer employment and fresh energy to business districts throughout the city. We are a desirable anchor tenant, attracting other local retailers, restaurants and businesses who would like to share our customer base.

3. Probable size and characteristics of the potential grocery store.

Our current stores range in size from 16K GSF to 50K GSF. The size of a given store is dependent on a number of factors, including but not limited to the total population in the surrounding area, the density of the population, and the availability of buildings and/or land. Potential new store locations would be similar in format to our existing stores, offering general grocery, bulk grocery, perishable grocery, beer and wine, produce, meat, seafood, bakery, deli, cheese, wellness, home goods and floral departments.

December 16, 2010

Mr. Bruce Warner Executive Director Portland Development Commission 222 NW 5th Ave. Portland, OR 97209

Re: Vanport Square South Block

Dear Bruce:

Our firm is the exclusive real estate broker for Trader Joe’s in Oregon, and I have been working with them to secure a new store site for them in N/NE Portland for over 1½ years. Based on our local market knowledge and Trader Joe’s internal real estate expertise, we zeroed in on the Vanport Square South Block site at NE Alberta St. and Martin Luther King, Jr. Blvd. as the best site. Fortunately, the site is controlled by Vanport South Partners, LLC and we’ve been working closely with Jeff Sackett of Capstone Partners and Ray Leary, both members of VSP, to secure the site on terms that will work for my client.

Over the past 1½ years we have vetted the location, negotiated build to suit lease terms with VSP, and VSP as the developer has designed a site plan that works well for Trader Joe’s. Trader Joe’s real estate department personnel have visited Portland several times in recent months for site selection purposes. It was therefore with confidence that the real estate department submitted this site, developer, site plan, and lease terms to the company’s site selection committee last month. The committee considers not only the likely economics of each new store, but the expected impact on its existing stores in the local market. The closest stores are the Hollywood location and the location on NW Glisan. Given the wide geographic radius of their customer base, the retail operations members of the investment committee were concerned about the potential erosion of the Hollywood and Glisan store’s sales that a Vanport store might have. While in a better economic environment this would not be a concern, given the current lack of strong growth in Portland the committee decided that a new store this close would be too big a risk today. Both the firm’s real estate personnel and I were surprised that they decided not to move forward with the VSP proposal on the Vanport site at the present time.

I have worked with the Vanport developers for many years, on this and other deals, and have confidence that they can deliver a successful project given a strong retail anchor tenant. This is a very good retail location, and I firmly believe that a retail-anchored project will be successful there, not only on a standalone basis but in conjunction with the existing businesses that have invested alongside PDC in the area. In my ongoing representation of Trader Joe’s I will continue to encourage them to consider this location and development team when they believe the time is right for them.

I encourage you to continue to work with Vanport South Partners to expand on the excellent work they started with PDC assistance at Vanport Square Phase I. Local retail and service businesses, supplemented by appropriate national and regional retailers, is the best way to build

th 900 S.W. 13 Avenue, Suite #210 │ Portland, Oregon 97205 O: 503.241.1222 │ www.newneville.com │ F: 503.226.0424

on the existing strengths of the MLK and Alberta corridors. Ray and Jeff have invested tremendous time, energy, and their own money in the site and understand the pulse of the neighborhood and what’s best for it.

I’m sorry that I’ll be out of town and unable to attend your meeting tomorrow, but please feel free to call me to discuss this further at your convenience.

Sincerely,

Steven J. Neville Partner

RFI RESPONSE TO RECRUITMENT OF GROCERY STORE DEVELOPMENT IN UNDERSERVED NEIGHBORHOODS

Response Requirements:

Organization Information: Trader Joe’s (TJ’s) is a national specialty grocery chain headquartered in Monrovia, CA. It was established in 1958 as “Pronto Markets.” The chain became “Trader Joe’s” in 1967. There are currently 355 stores nationally and nine serving the Portland metropolitan area. A new store is slated to open in the Salem area soon.

A core component of TJ’s strategy is its modest, no-frills store design and layout. Simplicity is central to its marketing strategy which promotes lower pricing by minimizing overhead expenses. The chain prides itself on being “your neighborhood grocery store,” or “your unique grocery store” by creating value with lower cost of goods, and a wide and varied multi-ethnic product selection.

TJ’s also promotes environmentally friendly stores while offering a broad range of products that makes it a destination grocer. In evaluating store locations, TJ’s site selection executives take into account the fact that many loyal customers will travel as much as 10 miles from home to shop there. The list of product categories include gourmet foods, organic foods, vegetarian foods, imported foods, domestic and imported wines, alternative foods, as well as everyday staples such as eggs, bread, and milk. They also carry a selection of personal hygiene products, household products, vitamins, pet food, plants, flowers, and private label products that are promoted as “environmentally friendly.”

Neighborhood Location Considerations: In 2005, Vanport South Partners LLC began discussions with Trader Joe’s about locating at the intersection of N.E. MLK Jr. Blvd. and N.E. Alberta Street, one block south of the then-planned Vanport Square development. This location was planned as Phase II of a two-block development proposal. Phase III of the Vanport Square plan includes construction of ten new single family homes behind the Phase I project. Phase III is now scheduled to break ground in late 2011, or the first quarter of 2012. Talks between TJ’s and Vanport South Partners continued until they were stalled by the recession that began in late 2007. In the spring of 2009 Trader Joe’s hired Steve Neville, of New & Neville, as their exclusive broker for the Portland/Salem area. Discussions for siting a new store in Portland were renewed in earnest, and TJ executives have made numerous trips to Portland reviewing various sites. They concluded that the N.E. MLK/Alberta site in particular was worthy of serious consideration and took it through their internal approval process late last year. In December their real estate committee decided to wait on this location because they believed their refurbished Hollywood store at N.E. 41st and Halsey was vulnerable to cannibalism due to its proximity (about 5 miles) from the Vanport South Block site. They wanted to see additional economic improvement before moving forward with a new location at the MLK/Alberta. However, they indicated that this was a preferred location for their next Portland store given the right economic conditions, and indicated that they were interested in reconsidering once the economy improved. We believe that TJ’s timeline for reconsideration could be significantly shortened by the right package of PDC and BDS reduced development and start-up costs which would help minimize TJ’s mitigate their business risks for both stores in this economy.

Size/Characteristics of Potential Grocery Store: The proposed site development plan includes a prototypical 12,000 SF Trader Joe’s grocery store and 5,000 SF of additional small retail/service space on the north end of the block corner. This provides the destination retail anchor that all City & PDC plans to date have required, and reinforces the retail frontage that was developed in Phase I of Vanport Square. The site plan also proposes to have approximately 100-115 surface parking spaces. The four single family residences on the northwest corner of the block will remain and the existing alley through the site will be partially vacated on the south side of the block.

Challenges to Locating Store: The greatest challenge to the location of this store on this site at this time is economic. The advantage of this site is Trader Joe’s has already completed their own site feasibility and store location study and they prefer this site to all others they have toured and studied for their next Portland store. Currently, the issue that stands in the way of consummating this deal is the cost of development and the revenue risk of locating and building this new store in this weak economic period. TJ’s real estate development department is worried that given typical store development costs, the new store may not generate enough revenue quickly enough to cover its own expenses, and that it may also cannibalize the revenues of the newly renovated Hollywood store as well. In order to fashion a viable and attractive deal for Trader Joe’s, Vanport South Partners would need PDC and BDS to eliminate or significantly reduce all of the development expenses they control which are associated with a grocery store citing and build-out. Specific to the MLK Jr. Blvd and Alberta Street block, this would include reduction or elimination of land costs, system development charges, permitting fees and providing tax abatement for the commercial portions of the development for some period of time. If the right package of concessions can be agreed upon between PDC and Vanport Partners South in 2011, the goal would be secure a firm commitment from Trader Joe’s in 2012 and work towards a new store opening in 2013 or early 2014.

Potential Development Partners: The development team consists of Vanport South Partners, LLC , a partnership whose members include Capstone Partners LLC, ERL Development, and JM Woolley & Associates. Any development deal for a grocery store on the corner of N.E. MLK Jr; Blvd and Alberta Street would involve a partnership that would consist of Vanport South Partners, Trader Joe’s, LRS Architects, a contractor and a retail broker who as yet have not be selected

NE M.L.K. JR. BOULEVARD

ADDITIONAL PEDESTRIAN RETAIL 11 2 BIKES ENTRY

5,460 SF 42'

130'

9 GROCERY

11 100' 12,000 SF MAIN ENTRY 9

2 18 STALLS 5 36 STALLS BIKES 5 120' LOADING

EXISTING 15' ALLEY - PROPOSED 24' DRIVE AISLE WALK

WALK WALK PARKING SITE AREA 8 NE SUMNER STREET SUMNER NE 57 STALLS 7 N.E. LOT 18 STALLS (AS ADJUSTED AFTER R.O.W. DEDICATION)

S.E. LOT 36 EAST PARCEL (N.I.C. ALLEY) 47,423 SF STREET ALBERTA NE 13 S.W. LOT 57 WEST PARCEL (N.I.C. ALLEY) 23,877 TOTAL 111 STALLS TOTAL 71,300 SF 13 WALK BUILDING AREA

PROPOSED GROCERY 12,000 SF PROPOSED RETAIL 5,460 TRASH/! 16 TOTAL 17,460 SF RECYCLE

TO I-5 INTERCHANGE 3/4 MILE NE GARFIELD AVENUE

SITE PLAN VANPORT SOUTH BLOCK NORTH LRS PROJECT NO. 210100 c APRIL 2, 2010

0 10' 20' 40' 60' 80' 100' vanport Enhanced Site Map Ne Alberta St & Ne Martin Luther King Prepared by Marketek Latitude: 45.559129 Blvd Longitude: -122.661559 Portland, OR 97211 May 18, 2009

Bernie Kerosky Portland Development Commission 222 NW Fifth Avenue Portland, Oregon 97209-3859

May 1, 2011

Dear Mr. Kerosky,

In response to the Portland Development Commission and the Bureau of Planning and Sustainability Request for Interest (RFI) on recruitment of grocery store development in underserved neighborhoods, Walmart Stores, Inc. affirmatively responds with interest.

Walmart seeks to assist the city of Portland in achieving affordable and healthful food options for business districts and underserved neighborhoods by working with the city to identify sites and appropriate-size stores. In Walmart’s portfolio are a number of store formats focused on grocery products that can fit existing retail spaces in a variety of sizes and the Company is constantly looking at other prototypes. Walmart is also equipped to construct new stores in urban areas providing that sites are zoned for retail and grocery use.

Walmart’s commitment to affordable and healthful food options extends beyond product offerings in Walmart stores. In May 2010, Walmart announced a $2 billion, five-year commitment to ending hunger in the United States. This past year in Oregon, Walmart donated nearly 2.3 million pounds of food and awarded more than $11.8 million in grants to Oregon nonprofits – many of which work to fight hunger. Additionally Walmart established a network of hunger advocates and like-minded businesses working together to engage the business community on hunger relief.

Moreover, the principle of the RFI, “provide solutions by building stores to deliver fresh grocery to underserved areas,” aligns with a key tenet of an initiative we launched to provide customers with healthier foods. We don't believe Americans should have to choose between healthier food and food they can afford.

Walmart’s store formats, focused charitable giving to end hunger, and increased commitment to providing affordable, fresh foods to customers, offer the city of Portland an invested partner to establish full-service grocery stores in the underserved neighborhoods of the city. The enclosed response provides Walmart company information, detail on store formats, and more information on Walmart’s commitment to hunger relief.

Sincerely,

Jennifer Spall, Senior Manager Public Affairs & Government Relations Wal-Mart Stores, Inc. PO Box 53373 Bellevue, WA 98015 [email protected]

1 Response to City of Portland Grocery RFI May 1, 2011 I. Introduction to Walmart

Walmart History

Walmart was founded in 1962, with the opening of the first Walmart discount store in Rogers, Ark. The company incorporated as Wal-Mart Stores, Inc., on Oct. 31, 1969. The company's shares began trading on OTC markets in 1970 and were listed on the New York Stock Exchange two years later.

The company grew to 276 stores in 11 states by the end of the decade. In 1983, the company opened its first Sam’s Club membership warehouse and in 1988 opened the first full-service store – now the company’s premier format – featuring a complete grocery in addition to general merchandise. Walmart became an international company in 1991 when it opened its first Sam's Club near Mexico City.

Walmart Purpose

Saving people money to help them live better was the goal that Sam Walton envisioned when he opened the doors to the first Walmart more than 40 years ago. Today, this mission is more important than ever to our customers and members around the world. We work hard every day in all our markets to deliver on this promise. We operate with the same level of integrity and respect that Mr. Sam put in place. It is because of these values and culture that Walmart continues to make a difference in the lives of our customers, members and associates.

Walmart serves customers and members more than 200 million times per week at more than 9,005 retail units under 60 different banners in 15 countries. With fiscal year 2010 sales of $405 billion, Walmart employs 2.1 million associates worldwide. A leader in sustainability, corporate philanthropy and employment opportunity, Walmart ranked first among retailers in Fortune Magazine’s 2010 Most Admired Companies survey.

Learn more about Walmart history and purpose at www.walmartstores.com

II. Offerings in Portland

Walmart #2552, Portland, OR expansion elevation submitted 4/22/11

Walmart currently operates one store within the city limits of Portland, Oregon. In surrounding metro communities, Walmart operates three additional stores, two full service that include grocery departments and one discount store.

Walmart first entered the Oregon market in 1992 with seven discount stores. The existing Portland store, located at 4200 SE 82nd Avenue, opened for operations in 1997.

2 Response to City of Portland Grocery RFI May 1, 2011

The store has served the Lents and adjacent neighborhoods for nearly15 years and currently serves the city with: • 269 Associates, 10 of whom have worked at the store since its opening in 1997 • $247,550 in grants donated to the community since FY2000 • 2,500 volunteer hours since 2001 • 35,000 customers per week • More than $28,000 in local taxes paid per month (city property tax, real estate tax and transit tax)

Since 1992, the Company has constructed and currently operates 31 stores across Oregon, 17 offer a full-service grocery department. Other Walmart stores in the metro region serve the communities of Happy Valley, Wood Village, Cornelius and St. Helens, as well as three areas of Vancouver, Wash.

In late April 2011, Walmart filed permit applications with the City of Portland to expand the existing Walmart by 21,500 square feet for the purpose of bringing a full-service grocery selection to this store. A full-service grocery department means that the store would offer the compliment of fresh produce, deli, meat, dairy and bakery, along with dry goods, canned foods and beverages. For years, customers of the store on SE 82nd have asked the company to add more groceries, and more than 2,000 neighbors provided their names in support of expanding the store.

The expansion of this store will include many facets of Walmart’s innovative sustainable technology, albeit some of this technology will be limited due to the structure of the existing building.

Walmart is also preparing a proposal for an approximate 90,000 square-foot store at Hayden Meadows/Delta Park to replace to existing, vacant, buildings in a retail shopping center. Proposed as new construction, a store at Hayden Meadows will also offer a full- service grocery department, as well as the suite of sustainable design technologies Walmart includes with new buildings.

III. Development Opportunities

Walmart is willing to consider locating in all Portland neighborhoods, as well as in the urban core. The attached metropolitan regional economic impact study, conducted by E.D. Hovee & Company, LLC., provides an estimate of Walmart’s impact if the company were to successfully locate 17 additional stores in the region, which is roughly the same number as other grocers operate.

According to the Hovee study, construction of a Walmart discount general merchandise and full-service grocery also will enhance the economic vitality and livability of underserved neighborhoods and communities throughout the Portland tri-county area – in at least four ways:

• Through new property investment and re-investment in commercial centers throughout the region – freshening the area’s retail image including selective opportunities to refill now vacant space with a mix of retail more suited to local resident consumer needs.

3 Response to City of Portland Grocery RFI May 1, 2011 • Provision of jobs including a range of part and full-time work opportunities – of increased importance especially at a time of high unemployment which has disproportionately affected entry level and service worker employment opportunity.

• Offering value for residents throughout the tri-county region with discount pricing consistent with the company’s objective of “saving people money so they can live better” and freeing up household resources for other needs – also critical in a time of economic hardship across Portland middle and lower income neighborhoods.

• Providing added shopping opportunities closer to home, reinforcing the region’s 2040 Growth Concept focused on Main Streets, Regional and Town Centers, and Corridors –together with local jurisdiction priorities as in Portland for “20-minute neighborhoods.”

IV. Store Formats

Walmart offers several store formats across the United States that include:

Walmart Full-Service Stores These stores were developed in 1988 to meet the growing demand for convenient, one- stop family shopping featuring our famous Every Day Low Prices. This format saves customers time and money by combining a full grocery and general merchandise under one roof.

Most new full-service stores average 150,000 square feet, employ about 350 associates, and are open 24 hours, however this is not always the case. While available sites in the underserved neighborhoods may preclude this format, it is worth mentioning in order to provide details about the full suite of Walmart stores.

Groceries feature: • Bakery goods • Deli foods • Meat and dairy products • Frozen foods • Fresh produce • Canned and packaged goods • Dry goods and staples • Condiments and spices • Beverages • Household supplies

Specialty shops such as: (varies from location to location) • Vision center • Pharmacy • Tire & Lube Express • Health clinic • Restaurants • Hair salon • Portrait studio • Bank • One-hour photo center

Walmart Markets Walmart Markets offer a quick and convenient shopping experience for customers who need groceries, pharmaceuticals and general merchandise all at our famous Every Day Low Prices.

First opened in 1998, there are now 184 Walmart Markets, each employing about 95 associates. A typical store is between 30,000 to 60,000 square feet.

4 Response to City of Portland Grocery RFI May 1, 2011

Walmart Markets feature a wide variety of products, including: • Fresh produce • Deli foods • Meat and Dairy products • Bakery items • Frozen foods • Canned and packaged goods • Dry goods and staples • Condiments and spices • Health and beauty aids • Pet supplies • Stationery and paper goods • Household supplies • Drive-through pharmacy • One-hour photo center

Additional Small Formats Walmart continuously tests different formats and is currently evaluating options for stores under 30,000 sq/ft which may be an option in the future.

IV. Challenges to Urban Siting

Urban locations and re-use of existing buildings can be challenging for developing stores. Elements such as ease of customer access, availability of land, existing parking, whether loading docks exist or can be constructed, delivery truck maneuverability, permitting process and proximity to multiple modes of transportation are elements that Walmart often takes into consideration when evaluating urban sites.

V. Sites of Interest and Development Partners

Walmart is interested in expanding its presence in Oregon, and specifically in the Portland metro area. Representatives from the company are open to working with the Portland Development Commission (PDC), the urban renewal agency for the City of Portland, Oregon, the Bureau of Planning and Sustainability, and other stakeholders to open stores in the Portland-metro area that offer healthy, affordable foods to the populations that most need that access.

Walmart would seek to identify sites for consideration that include integration with the Neighborhood Economic Development Strategy and Healthy Connect Neighborhoods. The Company recognizes and seeks to work towards the city’s goal to have 20 minute neighborhoods in which residents can safely and easily walk, bike or travel by wheelchair to local services and amenities that meet household needs, and have access to healthful food that is safely accessible via multiple modes of transportation.

Development partners or partnerships can be determined in coordination with PDC.

VII. Community Benefits

Focus on Healthy Foods and Hunger Relief Walmart recognizes that top of mind for Portlanders is education, jobs/economy and hunger. Oregon is currently ranked second nationally for food insecurity, falls in the bottom tier on education systems and metro unemployment competes with the national average.

Since 2008, Walmart stores with full-service grocery departments participate daily in donating food to the Oregon Food Bank Network’s Fresh Alliance program, providing

5 Response to City of Portland Grocery RFI May 1, 2011 food from store shelves direct to the tables of families in need. The Oregon Food Bank has also received cash grants totaling more than $450,000 and a refrigerated truck, as well as thousands of volunteer hours which not only dedicate a time commitment from Walmart Associates but also an additional monetary grant through the Volunteerism Always Pays incentive.

Healthy Foods

In addition to its current offerings, Walmart recently announced a major initiative to make food healthier and to make healthier food more affordable. The five key elements of that program include:

1. Reformulating thousands of everyday packaged food items by 2015 by reducing sodium 25 percent and added sugars 10 percent, and by removing all remaining industrially produced trans fats. The company will work with suppliers to improve the nutritional quality of national food brands and its Great Value private brand in key product categories to complete the reformulations;

2. Making healthier choices more affordable, saving customers approximately $1 billion per year on fresh fruits and vegetables through a variety of sourcing, pricing, and transportation and logistics initiatives that will drive unnecessary costs out of the supply chain. Walmart will also dramatically reduce or eliminate the price premium on key “better-for-you” items, such as reduced sodium, sugar or fat products;

3. Developing strong criteria for a simple front-of-package seal that will help consumers instantly identify truly healthier food options such as whole grain cereal, whole wheat pasta or unsweetened canned fruit;

4. Providing solutions to address food deserts by building stores in underserved communities that are in need of fresh and affordable groceries; and

5. Increasing charitable support for nutrition programs that help educate consumers about healthier food solutions and choices.

Fighting Hunger and the Walmart Foundation Oregon State Giving Program

In terms of charitable support, Walmart tops the list of charitable cash contributors in the United States, according to USA Today. As part of its leading philanthropic work, Walmart and the Walmart Foundation announced $319 million in cash and $480 million in in-kind contributions around the globe during the fiscal year ending Jan. 31, 2011. The company’s U.S. giving grew by nearly 64 percent, largely due to donations of produce, meats, poultry and other nutritious food to local food banks from Walmart stores, Sam’s Club locations and distribution centers.

In Oregon, Walmart donated 3,036,369 pounds of food to local food banks—nearly 2,335,668 in the last fiscal year. The retailer and its Foundation also gave $62 million in grants to U.S.-based hunger nonprofits and has partnered with Oregon Food Bank, Loaves and Fishes, Our House of Portland, Eastern Oregon Mission and many others in the state of Oregon to provide emergency and everyday food items, such as produce, meats and dairy, as well as refrigerated trucks to help transport goods to those in need.

6 Response to City of Portland Grocery RFI May 1, 2011 Last May, Walmart announced a $2 billion commitment of cash and in-kind gifts to hunger relief organizations in the U.S. through 2015. The company’s "Fighting Hunger Together" initiative includes four key components:

• Donating more than 1.1 billion pounds of food from Walmart stores, distribution centers and Sam’s Club locations, valued at $1.75 billion;

• Grants totaling $250 million to support hunger relief organizations at the national, state and local levels;

• Mobilizing Walmart associates and customers. For example, Walmart’s logistics team will lend their expertise to help food banks become more efficient in their operations; and

• Collaboration with government, food manufacturers and other corporations that are fighting hunger to increase impact and reach a greater number of families in need.

In 2010, Walmart stores, Sam's Club locations and the Walmart Foundation gave more than $11.3 million in cash and in-kind donations to local organizations in the communities they serve in the state of Oregon. Through additional funds donated by customers, and Walmart and Sam’s Club associates throughout the state, the retailer’s contributions in Oregon totaled more than $11.8 million.

In Portland, many local nonprofits have benefitted from Walmart Foundation’s State Giving Program grants since 2008, including:

Potluck in the Park Portland Opportunities Industrialization Our House of Portland Center Inc. Children Center of Clackamas County Step It Up, Inc. Portland YouthBuilders Medical Team International Snowcap Community Charities Bienstar Willamette Falls Hospital Foundation Schoolhouse Supplies The Father's Heart Street Ministry SE Works Loaves & Fishes Centers Oregon Mentors Transition Projects Willamette Riverkeeper Mt. Hood Kiwanis Camp Mercy Enterprise Corporation The Arc of Oregon Special Olympics Oregon Portland Public Schools Oregon Food Bank Mercy Corps - Action Center to End NW Down Syndrome Association World Hunger Operation Homefront The Freshwater Trust - Streambank Human Solutions Special Olympics Oregon Housing Employment and Learning Northwest Earth Institute Programs for Self-Sufficiency

7 Response to City of Portland Grocery RFI May 1, 2011

April 15, 2011 Portland Development Commission 222 NW Fifth Avenue Portland, Oregon 97209-3859 Att: Bernie Kerosky

, Dear Mr Kerosky and Development Commission Staff,

On behalf of Whole Foods Market’s Pacific Northwest Region, I’d like to express our interest in the RFI document concerning Portland’s grocery store initiative. Whole Foods Market has operated in Portland for almost 10 years and currently has 6 stores in the metropolitan area, 4 within the boundaries of the city of Portland. These stores range in size from 15,000 sq. ft to 60,000 sq ft and offer a full range of fresh and packaged foods with quality standards that are guaranteed to be free of artificial colors, flavors, preservatives, high-fructose corn syrup and hydrogenated oils. Whole Foods Market is a mission driven company that works in partnership with surrounding communities and the city at large. We are also very active in local and national food policy. This initiative runs parallel to the core values our company strives to meet every day. We’re optimistic we can support the PDC and the City of Portland’s desire to improve regional livability and address underserved areas with both jobs and access to local, healthful and affordable food.

Whole Foods Market currently operates 3 stores on the east side of Portland and one in the Pearl District. Locations that would interest us would support our current stores and real estate strategies by locating in dense population areas and minimally affect the business we currently offer. We could potentially be interested in real estate in all areas of Portland that we don’t currently serve. We generally look for sites that allow us to build stores of 15-30k sq feet, allow for on grade parking of 100+ cars, have effective ingress/ egress for customers, opportunity for full size trucks to get our loading docks and excellent brand visibility from the main thoroughfares. Selected sites must model profitably for us since we cannot fulfill our company’s overall mission without the profits our stores provide. We work with Jon Kellogg of Commercial Realty Advisors on real estate decisions and generally use local support firms such as GBD Architects and Abbott Construction as our partners in development.

We are looking forward to hearing your thoughts on potential sites to develop and discussing how to make these sites successful, long term, in our effort to serve the community of Portland. Please feel free to contact Joe Rogoff or Bruce Silverman if you have questions or would like to meet to discuss our interest. Thank you for considering us.

Joe Rogoff/ Bruce Silverman Regional President/ Regional Vice President Whole Foods Market, Pacific Northwest [email protected] / [email protected] Portland Metro Area Stores

MILL PLAIN 815 SE 160th Avenue Vancouver, WA 98683 360-253-4082 360-253-8270 Fax Marco Rennie, Store Team Leader

PORTLAND/ Pearl District 1210 NW Couch Street Portland, OR 97209 503-525-4343 503-525-2021 Fax Greg Dougall, Store Team Leader

FREMONT 3535 NE 15th Ave. Portland, OR 97212 503-288-3414 503-288-1208 Fax Patty Richards, Store Team Leader

LAURELHURST 2825 East Burnside St. Portland, OR 97214 503-232-6601 503-232-6763 Fax Sonja Brandjes, STL

BRIDGEPORT VILLAGE 7380 SW Bridgeport Rd Tigard, OR 97224 503-639-6500 503-639-6100 Fax Michael Frazier, Store Team Leader

TANASBOURNE 19440 NW Cornell Road Hillsboro, OR 97124-9321 503-645-9200 503-645-9277 Fax Chris Pena, Store Team Leader

HOLLYWOOD DISTRICT 4301 NE Sandy Blvd. Portland, OR 97213 503-284-2644 503-284-2645 Fax Steve Corbin, Store Team Leader Mr. Kerosky,

Hi there.

I'm one of the founders of Stockbox Grocers, a convenient miniature grocer tucked inside a reclaimed shipping container and placed in the parking lot of an existing business. We locate in areas without access to good, affordable food. Our business model is built around the notion that traditional grocery stores have high start-up costs associated with construction expenses based on the standard store size of 15,000 sq ft. Stockbox Grocers is focused on the products that are usually associated with the edges of a standard grocery model (veggies, milk, bread, etc). By paying attention to the weekly staples that families need week after week we can shrink our footprint to not only reduce costs but also locate in areas where traditional grocery stores cannot.

Our team of four has just graduated from BGI -- we are all holders of an MBA in Sustainable Business. At this time, we've been working on the project for a little over a year and the support, energy and momentum behind it is pretty incredible. At the end of May our team placed second out of 104 teams in the UW Business Plan competition. We were also awarded a separate "best idea/retail" prize on top of our $10,000 award for second place. Ten days later we won for Best Idea Overall during the final business presentations at BGI. At this time we're in the process of sorting our contacts (our email inbox exploded during the past few weeks) as well as applying for additional funding. We are in the running for a grant opportunity from the Herbert B. Jones foundation as a consequence of our finals placement at UW.

We're working to get a prototype of our store launched in the Delridge neighborhood of West Seattle this summer. Currently, we're shooting for Friday, September 16, 2011 -- aka Parking Lot Day. This week we will be registering with the state of Washington as well as applying for a business license. We already have existing relationships with vendors and affiliated partners such as Unified Grocers, Charlie's Produce and Healthy Foods Here.

Our business model is built on scaling up in an effort to gain efficiencies in distribution as well as create a greater impact in solving the problem associated with limited access to good food. We are focused on starting in Seattle initially (two of our four founders live there) and then moving down I-5 to Portland. I'm attaching our one page executive summary to this email and if you'd like to learn more I'm happy to send you our business plan as well.

If you have any time in the next couple of weeks to talk about the future of getting good food into more Portland neighborhoods I would be thrilled to sit down over coffee.

If you like, you can follow Stockbox Grocers on Twitter and find us on Facebook.

Thanks for your time and have a great afternoon.

Best~ michael brooks, mba founder • chief marketing officer p: 503.380.6795 e: [email protected]

stockboxgrocers.com facebook twitter

STOCKBOX GROCERS good food, where you live

Stockbox Grocers is a miniature grocery that is tucked inside a reclaimed shipping container and placed into the parking lot of an existing business or organization. We build stores throughout urban areas to provide fresh produce and essential grocery staples to communities without access to good food.

THE STOCKBOX MODEL Throughout the U.S., many Stockbox shrinks the footprint of a grocery store, packs it with good urban communities face a growing grocery gap. In low- food, and scales quickly. Instead of one large, centralized store, we income areas dependent on place multiple stores within a community and across a city to public transportation, this gap

increase efficiency and access. can negatively impact health, Stockbox directly addresses the limitations of traditional grocery social equity, and community store competitors through efficient and scalable design, reduced set- vibrancy. Stockbox launched in up and operating costs, and a focus on high-turnover inventory summer 2011 to respond to this need, by serving items. This approach enables Stockbox to go where the grocery communities that have been stores can’t and stock the food that convenience stores won’t. asking for greater access to Customers want to shop at Stockbox because we are the affordable, affordable and healthy food, fresh, and accessible choice in their neighborhood. starting in South Seattle. Fusce mollis THEtempus FIRST felis. STOCKBOX Stockbox opened its first store, a temporary prototype, in September 2011 in order to gain a more in-depth understanding of our customers and the type of store they need. The 160 square foot store is stocked full of 300 items, open 7 days a week, and nestled into three parking spaces at the Westhaven Apartments in Seattle, WA. The store boasts a wide variety of staples, including produce, milk, dairy, meat, pasta, grains, and frozen foods. All of our inventory categories comprise both conventional and organic options.

FINANCIAL SUSTAINABILITY Stockbox does not replace larger trips to a grocery store once or twice a month, but rather provides easier access to those items that households purchase most frequently: fresh produce and essential staples. The stores serve - aliquam. a micro-community of 250-300 households the typical population density within a 4-block radius of potential locations. Each Stockbox is financially viable at $600,00 a year in revenue, hitting operational break- even at just 6 months - by serving an average of 80-100 customers a day.

www.stockboxgrocers.com facebook: stockboxgrocers twitter: @stockboxgrocers

GO-TO-MARKET & SCALE In Spring of 2012, Stockbox will open two stores in South Seattle, followed by two more stores later in the year, in order to demonstrate our capacity to operate throughout the region. In 2013-2014, we aim to take Stockbox to scale in Seattle with an additional seven to nine stores per year. In this phase, we will build our own food hub; all suppliers will deliver directly to our hub and we will distribute to our network of stores.

STOCKBOX TEAM Carrie Ferrence, MBA, Chief Planning and Development Officer Carrie originally hails from rural Pennsylvania and was raised by a 4th generation corner store owner. Her commitment to civic engagement and social equity has translated to a passion for creating businesses that truly respond to a community’s needs. She combines this passion with more than 10 years experience in strategic planning and retail management for small business, as well as in outreach and advocacy for non-profits.

Jacqueline Gjurgevich, MBA, Chief Operations Officer After reading In Defense of Food, Jacqueline was jolted into action by immediately purging her refrigerator of items with ingredients that are unpronounceable. Since then she has been committed to purchasing locally and developing relationships with the farmers at the neighborhood farmers market. She recently completed 9 years at Marriott International, where she managed sales, event planning, and revenue strategy.

Advisory Board: § John Castle, BGI and University of Washington entrepreneurship faculty § Branden Born, of UW and Healthy Foods Here § Michael “Luni” Libes, founder and CTO of Ground Truth § Chuck Genuardi, owner Green Grocer § Tony D’Onofrio, sustainability coordinator Town and Country Markets § Jonathan Kroman, Kroman Law

We also receive support from Alex Salkin and Eric Schalla of Maven Social Media, Amber Ratcliffe of Make-it- Matter, Connie Bourassa-Shaw of University of Washington Center for Entrepreneurship and Innovation, Michael Dunlop of Net-Inspect, Dennis Gawlik of T-Mobile, and Alan Dishlip of Billing Revolution.

JOIN US IN LAUNCHING A GOOD FOOD REVOLUTION Stockbox Grocers is currently seeking financing to open stores throughout South Seattle in 2012, with the potential to expand into additional markets within the five-year mark.

To learn more about financing options and growth opportunities, please contact: [email protected]

To learn more about store operations and supply opportunities, please contact: [email protected]

www.stockboxgrocers.com facebook: stockboxgrocers twitter: @stockboxgrocers