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NORTH DEVELOPMENT OPPORTUNITY

CITY OF VALLEJO | CALIFORNIA

Osby Davis, Mayor Bob Sampayan, Vice Mayor Pippin Dew-Costa, Councilmember Jesus Malgapo, Councilmember Robert H. McConnell, Councilmember Katy Miessner, Councilmember Rozzana Verder-Aliga, Councilmember

Release Date: July 18, 2014 Submission Date: September 17, 2014

NOTICE TO INTERESTED PARTIES: To ensure receipt of additional information and other releases by the City, you must register as an interested partner on the website for this offering: www.ci.vallejo.ca.us/NorthMareIsland.

EEXXEECCUUTTIIIVVEE SSUUMMMMAARRYY NORTH MARE ISLAND DEVELOPMENT OPPORTUNITY

Opportunity: Propose, entitle, develop and operate a real estate development project on 150+ acres of Mare Island pursuant to a development agreement, long-term lease and/or disposition agreement with the City of Vallejo. Location: The “Site” is bounded by State Route 37 and the North Gate on the north; G Street and the Causeway on the south; Azuar Street on the west; and Mare Island Strait on the east. See Exhibit 1. Development Capacity: Currently entitled for 1.2 million gross building square feet; additional development is welcome, requiring additional entitlements. Jobs Center Use: Approved for office, research and development, light industrial and commercial uses. City will consider other uses including, but not limited to, destination commercial, hotel, and other job-generating uses. Residential use is not encouraged, but will be considered if the project, as a whole, meets the City’s economic and fiscal objectives. Financial Requirements: Developer will be required to secure entitlements, make substantial improvements to the site, address or mitigate impacts of new development, pay assessments to the Mare Island community facilities districts, and operate and maintain new buildings. Entitlement Status: Mare Island Specific Plan was adopted in 1999 and subsequently amended, most recently in 2013. The City is open to modifying the entitlement, as appropriate, for the right project. Timing: The City could enter into a lease or disposition agreement in 2015 for a project not requiring significant environmental analysis. Remediation: The City owns 125 acres, a remaining 30 acres will be transferred from the Navy by 2017. Prior to transfer, the Navy is responsible for remediating soil conditions appropriate for business park use. Selection Process: RFQ submittals will be reviewed against the evaluation criteria described in this RFQ by City staff and consultants. The Staff recommendation of developer(s) to be selected for exclusive negotiations will be forwarded to the Vallejo City Council for its independent review and action. Conditional offer: The City reserves the right to revise or terminate this RFQ, or to reject any submittal for any reason. Pre-Submittal Meetings: Thursdays, August 7 and 14, 2014, at 1:00 pm Submittal Due: No later than 3:00 p.m., Wednesday September 17, 2014 Contact: Kathleen Diohep, Economic Development Manager 555 Santa Clara Street, Vallejo, CA 94590 (707) 553-7283, [email protected]

North Mare Island RFQ 1 July 18, 2014

North Mare Island viewed from the East

North Mare Island RFQ 2 July 18, 2014 III... TTHHEE OOFFFFEERRIIINNGG A. SUMMARY OF OFFERING AND SCHEDULE

The City of Vallejo (the "City") is pleased to issue this Request for Qualifications ("RFQ") seeking qualified respondents to develop all or part of a 150+ acre development site, North Mare Island (“NMI”), as shown on Exhibit 1. This portion of Mare Island is the largest development opportunity on the Island, indeed in Vallejo as a whole, offering the opportunity for a significant jobs-centered development.

The City of Vallejo aggressively responded to the closure of Mare Island announced in 1993. The City adopted a Reuse Plan in 1996 and entered into innovative early transfer agreements with the Navy for 3,477 acres of Mare Island. In 2002, the City transferred 653 acres to Lennar Mare Island, LLC (“LMI”), which has since entitled the site, performed subdivision mapping, rehabilitated buildings, replaced and added infrastructure, sold and leased commercial property and built new residential neighborhoods. The golf course was transferred to a private party and Touro University acquired land for its campus. The Forest Service, Veterans’ Affairs Administration and Army Reserve received portions of Mare Island as federal transfers. Substantial lands were dedicated to wetlands and open space uses.

Development of NMI is vital to sustaining the revitalization of Mare Island already well underway and the selected developer will be expected to collaborate with the City’s existing development partner, LMI, and other stakeholders to revitalize Mare Island.

NMI is currently approved for 1.2 million square feet of business park development. In seeking development partners for NMI, the City is welcoming proposals that either implement the plans as adopted or propose new job-generating concepts. Additionally this RFQ invites responses from anchor users who would like to establish a facility at NMI. Such users would ground lease or acquire a fee interest in their site as part of an overall plan for the 150+ acres.

The City intends to enter into either a long-term ground lease or disposition and development agreement with the respondent deemed the best qualified to achieve the City’s development objectives, which are described below. The key dates for this offering and anticipated schedule for the selection of a respondent are as follows:

RFQ issued: Friday, July 18, 2014 Pre-Submittal Conferences: Thursday, August 7 and 14, 2014,1:00 pm Submittal deadline: Wednesday September 17, 2014 at 3:00 pm Consideration: November/December 2014 (estimated) Interested parties are responsible for reviewing and becoming familiar with the contents of all portions of this RFQ, the Mare Island Specific Plan (“Specific Plan”), all other documents to which this RFQ refers and all appendices and addenda to this RFQ. Extensive background documents on Mare Island, including the NMI site, are available for review on the project website (www.ci.vallejo.ca.us/NorthMareIsland).

North Mare Island RFQ 3 July 18, 2014 B. THE SITE AND ENVIRONS

North Mare Island

NMI consists of approximately 157 acres, of which the City owns 125.3 acres and the federal government owns approximately 31.8 acres, which are anticipated to be transferred to the City by 2017. The NMI site is subject to the land use regulations contained in the Specific Plan and is approved for development of 1,222,000 square feet of commercial mixed uses (light industrial, warehouse, office) and 6,000 square feet of educational/civic space. However, the City is amenable to development beyond these thresholds if the City’s objectives for this site are achieved. An Environmental Impact Statement (“EIS”) and Environmental Impact Report (“EIR”) have been certificed. At the shore, 29 acres have been designated as a conservation easement. Also adjacent to the site, is a large pier that extends from shore into Mare Island Strait.

There are nearly 27 additional acres adjacent to the north side of the site that are potentially available for development but not included in the Specific Plan area. However, this land has no defined land use designation, was not part of the EIR, and requires environmental assessment for potential constraints, especially possible wetlands. According to the City’s 2002 agreement with the State Lands Commission, the additional 27 acre area is limited in its use to a public park. The City is currently investigating whether this area has development potential.

Mare Island

Mare Island is located on the western edge of the City of Vallejo. The Island is bounded by Mare Island Strait (part of the ) on the east, on the west, on the south, and Napa Marsh, State Route 37 and San Pablo Bay National Wildlife Refuge on the north. The entirety of Mare Island, including the NMI site, lies within the incorporated boundaries of the City of Vallejo. There are two existing points of access to the site: one from State Route 37, the primary route across the North Bay connecting U.S. Route 101 and Interstate 80; and the other from across the Mare Island Causeway from Tennessee Street, one of Vallejo’s main arterials and a primary connection with Interstate 80.

Mare Island is approximately 3.5 miles long by one mile wide. It comprises approximately 5,250 acres. Mare Island is one of the largest industrial/commercial campuses in Solano County. Today, the Island is home to more than 100 businesses, over 2,300 jobs, and 3.5 million square feet of occupied industrial and office space. LMI has entitlements for over seven million square feet of industrial/office product (with workable inventory of approximately 5.5 million square feet available for lease or sale) and 1,400 residential units. With an infrastructure investment to date of more than $100 million, LMI has finished construction of three new residential neighborhoods on Mare Island, consisting of 274 homes, and they have sold 10 historic homes. This already- vibrant community will continue to grow and enhance Mare Island and the City of Vallejo. In addition, Touro University has over 1,500 full-time students at its campus on Mare Island with plans to expand. Finally, Mare Island includes an 18-hole golf course, a regional park, and open space lands.

North Mare Island RFQ 4 July 18, 2014

A new $28-million ferry maintenance facility for the Bay Area Water Emergency Transportation Authority (WETA) Vallejo Ferry Services is under construction on Mare Island. Once completed, WETA will offer passenger ferry services from Mare Island to the existing Vallejo Terminal and San Francisco routes.

Mare Island Conversion from Military Use

Mare Island Naval Shipyard was established in 1854 as the first United States Naval installation on the West Coast. The shipyard was closed in 1996 and a Reuse Plan was adopted by the City. During its rich history, the shipyard launched 513 ships as well as repaired and overhauled approximately 2,000 vessels. Mare Island's closure offered an opportunity to redevelop the Island into a prestigious community including business, residential, recreational and cultural resources. The conversion of Mare Island to civilian uses presents both a tremendous challenge and opportunity for the City of Vallejo. The guiding vision for the initial Reuse Plan and Specific Plan, as well as for all subsequent amendments, has held constant. That vision is to create new, well-paying jobs and to restore to Mare Island the vitality that it brought to Vallejo. During the Second World War, it was one of the busiest shipyards in the world with more than 40,000 workers. Before downsizing in 1988, there were more than 10,000 jobs. At the 1996 closure, the shipyard employed approximately 5,800 workers.

North Mare Island RFQ 5 July 18, 2014 C. CITY OF VALLEJO

Vallejo is a dynamic waterfront community located in southern Solano County within the Bay Area. Its strategic location, midway between San Francisco and Sacramento, at the confluence of the and the , and at the entrance to the Napa Wine Country, has not only shaped Vallejo's history but provides it with great potential as a regional center. Vallejo's location is further enhanced by its transportation infrastructure, offering freeway and ferry access to other regional centers of employment and recreational attractions.

Vallejo is also a friendly and highly diverse community that attracts and retains innovative, hardworking people that take great pride in its 200-year history and maritime heritage. Residents and visitors value the City’s close proximity to the major wine-producing regions of Sonoma and Napa Valleys and to the Bay Area. Vallejo residents enjoy a mild, Mediterranean climate year round complemented by the gentle breezes that arrive from the 20 miles of scenic waterfront. Vallejo offers affordable housing – costs are about half of those in other San Francisco Bay area cities – offering a substantial benefit to attracting a high quality workforce. Vallejo provides many quality options in the areas of housing, education, health care, arts and culture and recreation. The City is home to three post-secondary institutions: the California Maritime Academy, which is part of the California State University system and the only maritime college in the Western United States; Touro University, an expanding four-year college/graduate education institution focused on health careers; and Solano Community College. The City also has an extensive K-12 public school district, including two well-regarded charter schools.

The Mare Island Naval Shipyard closure in 1996 caused over 25,000 direct and indirect jobs to be lost in a very small geographical area. During the “Great Recession,” Vallejo suffered more than almost any other city in the country. Later, as a result of the economic downturn, foreclosure crisis, and unsustainable labor contract obligations, the City filed for bankruptcy in 2008. The City emerged from bankruptcy three years later in 2011 with drastic reductions in vital City services, including public safety, and dramatically less General Fund revenue. As the regional economy has recovered, and with the addition of new local revenue sources, in June 2014, the Vallejo City Council unanimously approved the City's first structurally balanced budget in more than a decade. Sales tax revenues, building permits, and other indicators of economic prosperity are increasing as Vallejo benefits from the regional recovery.

North Mare Island RFQ 6 July 18, 2014 On November 8, 2011, Vallejo’s electorate approved Measure B establishing a one percent sales tax for 10 years to enhance City services, address unmet needs in the community, and stimulate economic development. These funds were approved not to solve ongoing, structural budget problems, but rather to invest in rebuilding the City’s long-term stability. The City is using these funds to update its General Plan to facilitate development, increase safety personnel, prepare NMI for development, and expand its staff to facilitate economic development.

D. RECENT INTEREST IN NMI AND CITY COUNCIL RESPONSE

As the regional economy has recently rebounded, City staff has been approached with a number of unsolicited project concepts. Each project proponent was asked to respond to a standard questionnaire to better define their proposal. On March 18, 2014, the City Council held a study session1 to understand the ideas being proposed to date, which included:

 An industrial/distribution/warehouse facility that would utilize roughly 40 acres between Azuar and Railroad, closest to G Street.  High-tech incubator campus with associated uses such as a hotel, tourist-destination (e.g., a wine-tasting venue) and a small amount of retail. The project would seek to attract smaller high-tech firms out of San Francisco and Silicon Valley to a high-amenity, synergistic tech campus environment at NMI.  Casino/hotel: the City has received two separate proposals from development groups seeking to build a casino/hotel and related uses. Both proposals will require federal recognition of a Native American tribe that can own and operate a casino on tribal lands. (Note that establishing tribal land designation for NMI is a complex process.)  Residential: The City has continued to receive inquiries from prospective housing developers. There has been particular interest in rehabilitating the masonry residential buildings on G Street between Azuar and Walnut. One group has been interested in creating housing targeted for veterans and another has focused on creating units for Touro students.

The Council considered whether to initiate exclusive negotiations for NMI based on these proposals or to solicit additional interest. Council directed staff to issue this RFQ to seek broader interest in the site and reaffirmed the policy commitment to NMI as an employment center, not a residential neighborhood. The parties who have previously submitted unsolicited proposals to the existing questionnaire have the option of resubmitting under the RFQ or being evaluated on their earlier submissions. These submissions will be evaluated on the same basis as new proposals as discussed in Section V.

In addition to the unsolicited developer interest, the City continues to receive inquiries from major users that would like to locate large facilities. The regional industrial, office and business park market is very strong for ready-to-develop sites. NMI requires infrastructure investment to

1 Included on the RFQ website are the staff reports regarding this study session. Additionally, the Council meeting can be viewed as video on the City’s website. Although Council discussed the NMI options at length on March 18, 2014, no formal actions were taken at the meeting.

North Mare Island RFQ 7 July 18, 2014 meet such user’s needs. This RFQ is structured to encourage a large corporate user or commercial center that may not be interested in the entire area to submit a response. The City may be able to mix and match smaller proposals within the NMI development area, combine user proposals with a developer’s concept, or collaborate with LMI to accommodate these users on other portions of Mare Island.

E. SITE CONDITIONS

City staff is in the process of compiling all available feasibility work that has been undertaken by prior parties on NMI and making those materials available on the RFQ website. These various technical studies address site conditions including proposed infrastructure and site layouts. Although the selected respondent will need to undertake their own investigations, the City expects that these materials will aid in preliminary feasibility assessments.

Ownership

NMI contains five distinct parcels as shown in the table below and in Exhibit 2. The City owns four parcels, totaling 125.3 acres. The federal government owns one parcel, totaling 31.8 acres. The City anticipates that the entirety of this parcel will be transferred to the City by 2017. This federal land can be made available now for lease by private parties, with the City’s approval.

Current Ownership North Mare Island

Parcel Name Ownership Acreage XV-A (1) City 67.2 XV-B (1) Federal 31.8 II City 25.7 XV-A (2) City 27.9 XV-B (2) City 4.5 Total 157.1 Source: City of Vallejo

Environmental Conditions

The City-owned parcels are considered environmentally suitable for commercial/industrial uses. City of Vallejo has received a letter of No Further Action from the California Department of Toxic Substance Control. The City anticipates that the remaining Federal property will be certified environmentally clean and formally transferred to the City by 2017. The physical clean-up of the federal property is substantially complete, and there are mechanisms that existing to allow development of certain uses of the site ahead of transfer from the Navy.

Geotechnical Conditions

Geotechnical conditions at NMI will affect the cost of development. Earth materials encountered during subsurface explorations consist of fill and San Francisco Bay mud. The depth of the fill and Bay mud varies, with the land toward the intersection of G Street and Azuar, being the most

North Mare Island RFQ 8 July 18, 2014 shallow, and the depth increasing to the north and east. The geotechnical assessments available will be provided on the RFQ website. In some areas of NMI, soils can be surcharged to stabilize the fill; in other areas, pile foundations are likely required.

Existing Buildings

Most of the existing NMI structures are in disrepair and will require demolition. Demolition of one large building was completed and an additional three buildings will be removed in Fall 2014. The City is in the process of identifying the resources to undertake demolition of the deteriorated buildings.

Infrastructure Conditions

The NMI site requires a significant infrastructure investment. Infrastructure conditions are presented in the Infrastructure Master Plan in Appendix A of the Specific Plan. While the total costs of necessary infrastructure improvements are significant, there may be options for near- term use of existing infrastructure, especially at the southern end of NMI. Various infrastructure plans and cost estimates have been prepared in the past and will be provided on the RFQ website.

North Mare Island RFQ 9 July 18, 2014 IIIIII... CCIIITTYY’’’SS GGOOAALLSS AANNDD OOBBJJEECCTTIIIVVEESS FFOORR NNOORRTTHH MMAARREE IIISSLLAANNDD Reponses to the RFQ will be evaluated as to how well they meet the City’s goals as articulated in this section.

A. OVERARCHING OBJECTIVES

The City’s overarching objective in this RFQ is to secure private sector partner(s) to invest in NMI to realize these objectives:

Economic Benefits:

 Maximize aggregate new jobs, as well as the ratio of living-wage, skilled and professional jobs relative to entry-level service and minimum-wage jobs.  Maximize direct and indirect expenditures in the local economy.

Fiscal impacts:

 Maximize long-term revenue from property, sales, utility and hotel taxes.  Minimize cost of incremental City services.  Maximize proceeds from the sale or lease of the land or participation in project revenue.

B. REUSE PLAN AND SPECIFIC PLAN GOALS AND POLICIES

Reuse Plan

The City’s goals for Mare Island were established through extensive community and technical planning in the 1990s and continue to frame the policy options. The Mare Island Reuse Plan goals, adopted in 1994, are:

 Create jobs and other economic development opportunities to sustain and improve the economic conditions in Vallejo, the rest of Solano County, Napa County and the greater San Francisco Bay Area into the 21st century.  Create a self-sustaining and multi-use community that is unified under a common design theme with a balance of industrial, office, commercial, residential, educational, recreational, cultural and open space uses that will meet the needs of future generations.  Preserve and enhance the history of Mare Island as an integral part of the reuse.  Use a variety of innovative economic development tools, including public-private partnerships and domestic-international partnerships, for marketing, financing and acquisition.  Ensure that those impacted by closure are provided retraining and educational opportunities for careers that are high paying and highly skilled.  Ensure that the human services needed by those impacted by downsizing and closure are easily accessible and available.

North Mare Island RFQ 10 July 18, 2014 Specific Plan

The City further refined its policy vision through the Mare Island Specific Plan (adopted in 1999, amended and restated in 2005, and amended periodically since that time, most recently in 2013). The Specific Plan designates land uses and establishes development standards for the 13 identified Reuse Areas and provides an implementation program to guide all subsequent planning activities. The area subject to development on North Mare Island is referred to in the Specific Plan as “Reuse Area 1A.” In the Specific Plan, NMI is planned as light industrial, warehouse, and office uses in a contemporary office park. A small commercial area was to serve primarily office park users located at the entrance. A proposed Waterfront Promenade was to extend the length of the eastern edge of the area on the upland portion. To the west is Reuse Area 1B, now home to Alco Iron & Metal Company and Earthquake Protection Systems, two well-established industrial uses. A microbrewery and tasting room was recently approved to occupy a building in Reuse Area 1B.

The adopted Specific Plan land use policies are focused on development that will make Mare Island a major employment center for the City and region. These policies also provide for the mix and range of land uses necessary to create a dynamic district that will be an integrated part of the City. Criteria are provided to offer a level of flexibility, including the ability to transfer development density from one part of Mare Island to another to allow for successful implementation.

North Mare Island RFQ 11 July 18, 2014 Selected policies of that Specific Plan particularly relevant to this RFQ include:

 A balance of land use is encouraged, including industrial, office, retail commercial, residential, recreational, cultural, educational, open space and habitat conservation, in order to make Mare Island a community where adequate services and resources are readily available to its residents, workers and visitors.  The City of Vallejo intends Mare Island to be a financially sustainable community that generates revenues sufficient to provide basic municipal services and infrastructure improvements.  There will be a strong component of employment-producing land use on Mare Island to satisfy two needs: (1) to replace the jobs that were lost with the closure of the Shipyard; and (2) to ensure a good jobs/housing balance on Mare Island and within the City of Vallejo. In order to maximize creation of jobs on Mare Island, more intensive land use producing higher employment densities are encouraged and less intensively-developed uses, such as those requiring large laydown or outdoor storage areas, are discouraged except in heavy industrial areas.

The Specific Plan includes the following allowed land uses on NMI: Light Industrial, Office/R&D, Retail, and Warehouse. The definition of these uses is provided in Section 3.2 of the Specific Plan. For a proposed use that is not on this list, the City has the discretion to determine if such use is substantially (1) consistent with the intent of the Specific Plan and (2) compatible with the other uses within the area. If this determination can be made, then the use is allowed. Density can be transferred between Reuse Areas of the Specific Plan for a 20 percent increase in any one area and still be allowed within the existing CEQA clearance.

C. USE CONCEPTS THAT DIFFER FROM THE SPECIFIC PLAN

As established now, the Specific Plan allows for significant flexibility. As discussed earlier, the City has received expressions of interest from uses that would require a significant modification of the Specific Plan. The City is open to responses to this offering that would require an amendment to the Specific Plan, provided the response meets the fundamental objectives of job-generating uses and fiscal benefits to the City.

If residential uses are proposed for NMI, the respondent would need to demonstrate that the residential component is essential to meeting the City’s jobs and fiscal benefit goals for the site.

As discussed later, the parcels comprising the NMI site have been or will be remediated by the Navy to the level appropriate for light industrial and business park uses. The future developer would be responsible for any supplemental remediation requirements associated with a change to a differing land use, such as residential or commercial retail. The RFQ website has available information on the deed restrictions and status of remediation efforts.

North Mare Island RFQ 12 July 18, 2014 D. CITY OF VALLEJO GENERAL PLAN AND ZONING CODE UPDATE

The City has committed substantial funds for the “Propel Vallejo” project to update the General Plan and Zoning Code. (See www.propelvallejo.org.) On July 8, 2014, the City Council adopted the guiding principles that will shape this process. Planning consultants are engaged to prepare a new General Plan, a Specific Plan for the Sonoma Boulevard (State Highway 29) corridor, and a City-wide Zoning Code update. The City intends to make investing in Vallejo easier through a clear expression of Vallejo’s vision and expectations for development in various areas of the City. In addition, environmental review will be conducted for all of these components to ensure that land use activities do not negatively affect our community. This component involves the preparation of a citywide Environmental Impact Report (EIR) to identify potential environmental impacts and measures the City can take to reduce or avoid them. The City Council is scheduled to certify the EIR and adopt the General and Specific Plans at the end of 2016. This timing matches well with the schedule for future development of NMI. If the selected respondent’s concept necessitated changes to the Specific Plan that also require environmental review, that analysis could be incorporated into the review of the General Plan, build upon the technical analyses prepared for the General Plan, or be prepared separately.

North Mare Island RFQ 13 July 18, 2014 IIIIIIIII... RROOLLEE OOFF TTHHEE DDEEVVEELLOOPPEERR A. NEGOTIATION PROCESS

Following the evaluation and selection process discussed in Section V and upon City Council authorization of exclusive negotiations, City staff and the selected respondent will negotiate the terms of an Exclusive Right to Negotiate ("ERN") with City. The ERN will set forth the terms under which City and the selected Developer will exclusively negotiate a term sheet for a proposed ground lease or disposition and development agreement and, assuming successful conclusion of the term sheet negotiations, for City and Developer to exclusively negotiate and draft a proposed ground lease or land disposition and development agreement for consideration of approval by the City Council and Developer.

The City anticipates the ERN process will first reach agreement on basic terms endorsed by the City Council as a “Term Sheet,” prior to negotiating and drafting a more comprehensive ground lease or disposition agreement, and initiating additional environmental review, if any. The Term Sheet will define at a minimum:

 Allowed uses  Site parameters if NMI is subdivided  Incorporation of any anchor users identified through this solicitation  Responsibilities for infrastructure investment  Schedule of performance and phasing  Process for further environmental review, if any  Economic terms for lease or acquisition of the NMI site Following agreement on these key terms, and others, the City will commence the environmental review necessary to enter into the appropriate lease or disposition agreement for the transaction.

Note that this section discusses the role of the selected Developer that would take responsibility for all of NMI. The terms of an agreement with an anchor user for a portion of NMI, if applicable, would be negotiated by the City with the selected Developer and anchor user, to define responsibilities as appropriate for the project proposed. Although not preferred, the City may consider more than one developer to collaborate on development of the NMI site.

B. EARNEST MONEY DEPOSIT

Upon selection for exclusive negotiations, the selected respondent will be required to provide an earnest money deposit of $100,000. The deposit will assist the City in offsetting City staff and outside legal and consultant expenses associated negotiations of the ERN. The earnest money deposit will be non-refundable, whether or not exclusive negotiations result in agreement. The required earnest money deposit for a selected anchor user will be determined at the time of selection.

North Mare Island RFQ 14 July 18, 2014 C. DEVELOPER RESPONSIBILITIES

Property Disposition

The Developer will be expected to negotiate with the City either a long-term ground lease or disposition agreement for acquisition of the property. Among other terms, price and payment, potential leasing and land take down schedules will be negotiated. The City will seek to include “up-side” financial participation to ensure long-term benefits to Vallejoans.

Development Plan and Approvals

The Developer will be responsible for conducting market and financial feasibility research and analysis and designing and implementing development plans that are consistent with the Specific Plan. If a proposed concept differs from the Specific Plan, the Developer will be responsible for the Specific Plan amendment and associated environmental review, and assume risk for changes in the plan. To the extent practicable, the City will include the Developer’s plans in its proposed General Plan adoption process, including any required environmental review.

Financing

The Developer will be responsible for devising a financing structure and obtaining the financing for all infrastructure upgrades and the elements of vertical development proposed to be undertaken directly by the Developer. The Developer will be responsible for financing the cost of its project, including predevelopment and entitlement costs such as design, planning, engineering, legal, environmental and related consulting and professional expenses, as well as development costs such as demolition, grading, mitigation of impacts, site preparation, installation and construction of back-bone infrastructure, including utilities and off-site improvements.

The City, the Developer and LMI will collaborate to secure funding sources and define cost sharing mechanisms for infrastructure improvements with Island-wide benefit. The City has had success in securing federal grants for infrastructure improvements and anticipates that, in collaboration with its private sector partners, it can continue to seek grants and public financing sources for the infrastructure upgrades required to revitalize Mare Island. The City is open to considering assessment district or other infrastructure financing mechanisms that accelerate development of NMI, but do not obligate the City’s General Fund.

Site Improvements

The Developer will be responsible for the construction and coordination of all necessary off-site and on-site improvements, community facilities, including streetscapes, parks, utilities and roads and on-site landscaping and hardscaping. In collaboration with the City, LMI and Vallejo Sanitation and Flood Control District, the Developer will develop flexible and innovative infrastructure that can evolve with changes in environmental requirements, technology and market demand.

North Mare Island RFQ 15 July 18, 2014 Development Schedule

The Developer will be responsible for developing detailed schedules for planning, design, financing, construction, and maintenance activities. This includes the coordination of all agencies, consultants, architects, engineers, contractors, sub-developers (if applicable), and property management functions.

Regulatory Approvals

The Developer will be the lead in securing the required permits and approvals for the project, however the City of Vallejo will facilitate to the extent possible and serve as co-applicant where appropriate. Agencies with jurisdiction over NMI include, but are not limited to, the following: United States Army Corps of Engineers, California Environmental Protection Agency, Department of Toxic Substance Control, California State Department of Transportation, San Francisco Bay Conservation and Development Commission, and San Francisco Regional Water Quality Control Board.

The City of Vallejo has jurisdiction over land use entitlements and building permits for Mare Island.

Environmental Review

As part of the adoption of the Reuse Plan, the Navy, as co-lead agency with the City, prepared the Final Mare Island Naval Shipyard Disposal and Reuse Environmental Impact Statement/Environmental Impact Report (EIS/EIR). The EIS/EIR satisfied the requirements of the National Environmental Policy Act (NEPA) and the California Environmental Quality Act (CEQA) for the relinquishment of the Island from the Navy to the City. The Record of Decision was issued by the Navy on October 23, 1998. The City Council certified the EIS/EIR on November 17, 1998, and approved the Findings for Approval and the Statement of Overriding Considerations and Mitigation Monitoring and Reporting Program. The City adopted the 1999 Specific Plan on March 30, 1999 to implement the 1994 Reuse Plan and approved an Addendum to the EIS/EIR as the environmental document for the Specific Plan. In 2005, the City adopted an Amended and Restated Specific Plan as proposed by LMI, and certified a Subsequent EIR (SEIR) which served as a project level document for the purposes of CEQA. The Amended and Restated Specific Plan, among other things, revised the land uses for the 13 Reuse Areas and further defined the policies and development standards for the Island, including the design of transportation systems and infrastructure. As discussed above, the Developer would be responsible for any additional environmental review required for their proposed project. The City is open to collaborating with the Developer to include such review in the environmental analysis of the General Plan Update, to the extent practicable under that project’s timelines.

North Mare Island RFQ 16 July 18, 2014 Local Economic Benefits

The Developer will be required to comply with all applicable local, state and federal laws regulating prevailing wage and other labor-related issues. The Developer will be expected to define and commit to a local hire program and project labor agreements as appropriate.

The Developer will be expected to define a local contracting program to use qualified small businesses and disadvantaged business enterprises and create opportunities for Vallejo-based employers and resident workers.

Community Engagement

The Developer must commit to working cooperatively with adjacent property owners, neighborhoods, labor organizations and other local and regional stakeholders in coordination with the City as applicable. This includes conducting strategic community meetings, creating and maintaining public comment processes for community involvement in overall planning, creating and maintaining channels for public information, and working with elected officials and the media.

North Mare Island RFQ 17 July 18, 2014 IIIVV... RRFFQQ SSCCHHEEDDUULLEE AANNDD SSUUBBMMIIITTTTAALL RREEQQUUIIIRREEMMEENNTTSS A. SCHEDULE

RFQ issued: Friday, July 18, 2014 Pre-submittal conferences: Thursday, August 7, 2014, at 1:00 pm Thursday, August 14, 2014 at 1:00 pm Submittal deadline: Wednesday, September 17, 2014 at 3:00 pm Potential Interview(s): October 2014 City Council Consideration: November/December 2014 (estimated)

B. PRE-SUBMITTAL CONFERENCE AND QUESTIONS REGARDING RFQ

Interested parties are strongly encouraged to attend one of two pre-submittal conferences on Thursday, August 7 or Thursday, August 14 at 1:00 p.m. at the Mare Island Conference Center, 375 G Street, Vallejo, CA2. City staff will address questions and provide any new information then available. Interested parties are welcome to tour the NMI site on their own at any time; however, there will be no access to any of the existing buildings for tours.

Any requests for information concerning this RFQ or NMI development opportunities, other than those raised at the pre-submittal conference, must be submitted in writing to: Kathleen Diohep, Economic Development Manager, City of Vallejo, 555 Santa Clara Street, Vallejo CA 94590, or by email to [email protected]. Respondents shall not direct questions to any other person within the City of Vallejo, including staff, appointed officials, elected officials, or consultants to the City. It is essential for all potential respondents and interested parties to adher to this policy so that the communications are consistent and the process remains fair, objective and transparent. Disregard for the single point of contact policy may be deemed as grounds for disqualification.

Written responses to all questions directed to Ms. Diohep in writing will be posted on the web page for this RFQ; email notice of the posting will be sent to all interested parties. Interested parties must register on the RFQ web page as an interested party and consult the web page frequently to receive complete and accurate RFQ materials and determine if new information relating to this RFQ is available. The web page is www.ci.vallejo.ca.us/NorthMareIsland.

2 From I-80 in Vallejo, take I-780 west, which becomes Curtola Parkway, and then Mare Island Way. Turn left onto the Mare Island Causeway which turns into "G" Street. The Mare Island Conference Center is the first building on the left-hand side as soon as you cross the Causeway (a Spanish style building). Parking is on the right side of the building.

North Mare Island RFQ 18 July 18, 2014 C SUBMITTAL REQUIREMENTS

The City invites the submission of qualifications, supported by a concise vision for development expressed in words. No price proposal or site specific designs are requested at this time nor will any such information be considered at this stage in the process. The City seeks submittals that offer a compelling approach for achieving its goals for NMI, from organizations with the demonstrated capacity and creativity to deliver.

Submittals must be printed on 8½” x 11” paper, double-sided. Pages should be numbered (not including a title page, table of contents, section divider pages). The submittals will be evaluated on the basis of content, not length. Brevity is strongly encouraged. Total page count cannot exceed 40 numbered pages in 12 point font, inclusive of appendices or attachments.

Responsive Submittals will have the following components:

1. Transmittal Letter 2. Executive Summary for Public Review 3. Statement of Qualifications 4. Narrative Concept for North Mare Island 5. Discussion of Extraordinary Entitlement Process (if relevant) 6. Confidential Financial submittal including financial disclosure form in Appendix A

D. DETAILED DESCRIPTION OF SUBMITTAL REQUIREMENTS

1. Transmittal Letter

Submittals must include a letter acknowledging the respondent’s understanding of the terms of this RFQ and receipt of any and all amendments to the RFQ that may be issued. The letter must be signed by a respondent representative who has the authority to legally bind the respondent to enter into an agreement with the City. The letter should be addressed to: Kathleen Diohep Economic Development Manager City of Vallejo 555 Santa Clara Street Vallejo, CA 94590

2. Executive Summary for Public Review

In three to five pages, summarize the submittal for public review, including:  Development Entity  Developer Qualifications  Concept for North Mare Island including a description of the types of businesses and estimate of the number of jobs to be created  Approach to Meeting City’s Objectives for North Mare Island

North Mare Island RFQ 19 July 18, 2014 This summary may be posted on the City’s web site to inform the public during the developer selection process.

3. Statement of Qualifications

The Statement of Qualifications is where your firm demonstrates the capability of realizing the concept you propose for NMI. That demonstration differs if proposing as the developer for the site or as an anchor user.

Anchor User

If a respondent is submitting as an anchor user, please provide a description of the firm and the operations proposed for NMI, including a history of the business, the size and nature of the current operations in terms of building space, number of employees, and revenues. Please explain if this is a relocation or expansion. Provide an explanation of the source of funds for the project. Please discuss your prior experience with facility development, if you seek to build your own facility. This information may be kept confidential, please see section VI.J for further information.

Developer

For a respondent submitting as a developer, please provide the following:

Development Team Description

Description of the firm/organization that is submitting the proposal, clearly indicating whether the development team is a single entity, a joint venture, or a partnership with prime/subcontracting relationships. Explain team organization and what roles will be played by each team member. Please explain prior working relationships between the lead developer and each team member, focusing on successfully completed past projects. Résumés for all key personnel, including years of experience, projects, and other relevant information. It is not necessary, or recommended, to define all of the consultants and contractors that will eventually be needed in this effort.

Developer Experience/Past Projects

Describe your track record of success with comparable developments. Each comparable development should detail the information listed below. Provide information on at least three projects and no more than five.

 Location and name of project. Description of the role of the development entity and unique challenges of the development.  Provide the actual timeline from conception of the project to opening of facility.  Total development scope and size (including residential uses, commercial component uses, and infrastructure improvements, if applicable). Land acquisition cost and project construction costs.

North Mare Island RFQ 20 July 18, 2014  The amounts of debt and equity funds used to finance the project. Please provide contact information for the primary lender and equity providers for the project. Identify any local, state and/or federal funding sources used to fund project costs. Please provide contact information for a representative of the largest of any such assistance sources.  Involvement of public agencies, their specific roles and contact information for a representative of the jurisdiction or agency in which the project was constructed.  Description of community outreach and public participation processes.

4. Narrative Concept for North Mare Island

The City is interested in an RFQ response that provides a creative vision for all or part of NMI that meets City’s objectives stated in Section III. The project concept must meet the minimum requirements of no less than five acres and 100,000 square feet of building area. Please incorporate the points listed below in a narrative description of the proposed NMI concept:

• Describe the scale and type of new development proposed including site planning concepts and how the development will relate to Mare Island as a whole. • If you are proposing as an anchor user, provide your specific requirements for a facility including date of occupancy and a diagram indicating the portion of the site of interest. • Describe the general allocation of land uses (e.g. office, retail, warehouse, industrial, residential, or other use) including the estimated range of square footages and acreage desired for each use. • Identify uses or users and market rationale, in particular address how to foster uses that create near-term, high-quality jobs. If possible, include estimates of the scale and type of workforce anticipated for the NMI users. • Explain plans to create or retain jobs for Vallejo residents, especially economically disadvantaged persons and to provide local businesses with an equal opportunity to compete for and participate in project design, development and operations. • Discuss the project phasing including interim use concepts, if any.

5. Discussion of Extraordinary Entitlement Process (if relevant)

The City anticipates an entitlement process that involves implementing the Specific Plan, amending the Specific Plan or adopting a new Specific Plan. If your project proposal would require an additional entitlement step, such as putting portions of North Mare Island into tribal ownership for gaming facilities, provide a description of the proposed process for establishing such a status including all regulatory, legislative, and administrative actions needed by local, state, federal and tribal governments. Please prove a schedule showing how long this process would take, assuming that the City entered into an ERN with your entity in January 2015. If special legislation would be required, please describe how it would be secured and in what time frame.

Also provide the actual timeline from conception of project to opening of facility of your team’s prior tribal gaming projects. This section is not included in the page limitation.

North Mare Island RFQ 21 July 18, 2014 6. Confidential Financial Submittal (including financial disclosure form included in Appendix A)

Provide evidence of sufficient financial strength to undertake and successfully complete a project of the scale proposed. Subject to Section VI.J. below, this information will be kept confidential provided it is appropriately identified

 Annual reports or other public financial documents representing your financial capability;  If the company is privately held and there is no public information, provide a combination of documented evidence of prior transactions in which all or substantially all of the financing was provided by the respondent, letters from banks and/or current or proposed financial partners indicating the scale or recent loans, the size of the credit line, or other information that will provide the City with assurance that the entity can fund a project of the scale proposed without unduly stretching its resources.  Three letters of reference from lenders or financial partners (public or private) to demonstrate financial capacity to undertake the project.

Each respondent and principal must provide answers to and sign under penalty of perjury the Financial Standing Disclosure Questionnaire and Respondent Certificate in Appendix A. Response to this section is not included in the page limit.

E. SUBMISSION INSTRUCTIONS

Respondents must provide:

1. Ten (10) hard copies of of the submittal for items 1 to 5. Page numbers are required and tab dividers would be appreciated. Please provide in a simple binder or binder clip; no elaborate presentation is expected. 2. One copy of your confidential financial submittal (item 6) including the completed disclosure form (Appendix A) in a sealed envelope. 3. One (1) electronic version on a USB flash drive in PDF format

Responses must be received by 3:00 p.m. on Wednesday, September 17, 2014. Responses must be delivered to the following address:

Clerk of the City of Vallejo, 555 Santa Clara St., 3rd Floor, Vallejo, CA ATTN: Kathleen Diohep, Economic Development Manager

Respondents are not to provide submittals directly to any other staff or elected officials.

North Mare Island RFQ 22 July 18, 2014 VV... EEVVAALLUUAATTIIIOONN OOFF SSUUBBMMIIITTTTAALLSS A. SELECTION PROCESS GENERALLY

City staff will review all timely submittals to determine whether they are complete and responsive to the requirements of this RFQ. Only submittals that are complete and responsive to all requirements of this RFQ and that meet the minimum requirements identified in Section V.B below will be evaluated during the selection process. The City reserves the right to request clarification or additional information from individual respondents and to request that some or all respondents make presentations to staff, the City Council, community groups and other interested parties. The City further reserves the right to make an award without further clarification of submittals received.

The City Council will consider selection of a respondent with whom to enter into exclusive negotiations at a duly noticed public meeting. The City Council is the sole decision-maker regarding this selection and the City Council reserves the right to reject any or all submittals or to terminate this process at any time.

B. MINIMUM QUALIFICATIONS AND PROJECT CONCEPT REQUIREMENTS

1. Minimum Qualifications

The selected respondent must meet the following minimum qualifications. The City will not consider or evaluate submittals from respondents that do not meet these minimum qualifications:

a. A minimum of 5 years' experience in commercial real estate development or, if submitting as an anchor user, a minimum of 5 years operating history for the business. b. Successful completion of at least 3 development projects of similar size and scope for developer respondents. c. Superior credit history and demonstrated ability to finance the project proposed, on commercially reasonable terms, from equity or debt from bona fide financial institutions

2. Minimum Project Concept

While the City is seeking to secure a developer partner for the entire NMI opportunity, it recognizes that there are project concepts that would require less than all of the site, and that there are corporate users in search of smaller development sites for new facilities. Securing an anchor user(s) will catalyze the project; therefore this RFQ also seeks responses from such parties. If a party wants to submit for a portion of NMI, the submittal must meet the following requirements:

a. A specific user is identified for the project with a demonstrated letter of interest that will bring high quality jobs to Vallejo consistent with the City’s goals for NMI (Section III). b. The respondent indicates willingness to enter a cost sharing agreement for infrastructure and other project costs either directly with the City or with the future NMI developer.

North Mare Island RFQ 23 July 18, 2014 c. The respondent demonstrates financial capacity commensurate with the project concept proposed. d. The project concept requires no less than five acres of land or 100,000 square feet of buildings.

C. EVALUATION CRITERIA

The City intends to select a developer (and potentially anchor users) to enter into exclusive negotiations for the potential development project based on the information contained in the responses to the RFQ, an investigation of the developer team’s financial capability, past projects and performance, interviews with the developer team (if the City elects to hold such interviews), public input and comment, and other pertinent factors.

Submittals received will be evaluated on the following criteria:

 Will the project as envisioned achieve the City’s objectives of economic and fiscal benefits?  What is the likelihood of success of the project concept and how long will it take to achieve success?  Does the developer have the financial capacity to undertake the project proposed?  Has the developer successfully completed similar projects to that proposed?  Does the developer have a history of building quality projects?  Has the developer or anchor user demonstrated the ability to beneficially partner with the public sector in its past projects?

North Mare Island RFQ 24 July 18, 2014 VVIII... SSTTAANNDDAARRDD TTEERRMMSS OOFF OOFFFFEERRIIINNGG A. MODIFICATIONS TO THE RFQ

The City may modify, clarify, and change this RFQ by issuing one or more written addenda. Addenda will be posted on the City’s website, and notice of the posting will be sent by electronic mail to each registered respondent. The City will make reasonable efforts to notify interested parties in a timely manner of modifications to this RFQ but each respondent assumes the responsibility of submitting its submittal on time and receiving all addenda and information issued by the City. The City strongly encourages interested parties to register as an interested party and check the City's website page for updates to the RFQ information frequently.

B. ERRORS, AMBIGUITIES, AND OBJECTIONS

Respondents are expected to review all portions of this RFQ and any other information provided by the City in relation to this RFQ. Respondents should notify the City in writing of any ambiguity, discrepancy, omission, error, or any objection to the legal terms or conditions of this RFQ promptly after discovery, but in no event later than 15 business days before the deadline to submit submittals. Failure to give timely notice to the City shall constitute waiver of any ambiguity, discrepancy, omission, or other error in this RFQ. The City may make modifications and clarifications to the RFQ by addenda at any time prior to the deadline to respond. If an objection is mailed, the objector bears the risk of nondelivery by the deadlines specified above. Objections should be transmitted by a means that will provide written confirmation of the date the City received the objection.

C. COST OF PREPARING AND SUBMITTAL

All costs incurred in preparing and submitting submittals shall be borne by the respondent and not the City. In no event shall the City be liable for any costs whatsoever for the preparation or presentation of a submittal, including but not limited to a finder's or broker's fee in connection with this RFQ. Respondents will be solely responsible for the payment of all fees to any real estate broker(s) with whom the respondent has contracted.

D. CONDITIONAL NATURE OF OFFERING

The City’s issuance of this RFQ is not a promise or agreement that the City Council will actually enter into any contract. The City expressly reserves the right at any time to:  Waive any technical or nonsubstantive defect or informality in any submittal or submittal procedure;  Reject any or all submittals;  Suspend any and all aspects of the process indicated in this RFQ;  Amend this RFQ;  Terminate this RFQ and issue a new request for qualifications or proposals;  Request some or all respondents to revise submittals;  Select one or more tenants, developers or anchor users by any other means;  Offer new leasing or property acquisition opportunities in the area at any time;

North Mare Island RFQ 25 July 18, 2014  Extend deadlines for accepting submittals, or accept amendments to submittals after expiration of deadlines;  Determine that no project will be pursued; or  During negotiation, expand or contract the scope of the opportunity, including adding or subtracting areas to the NMI site, or changing the concept from that initially proposed, in order to respond to new information, community or environmental issues, or opportunities to improve the financial return to the City from the proposed project or enhance public or maritime amenities.

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

E. SUBMITTALS BECOME CITY PROPERTY

All submittals submitted, other than information submitted as part of the Confidential Financial Submittal, will become the property of the City and may be used by the City in any way.

F. RESPONDENT'S DUTY TO INVESTIGATE

It is the sole responsibility of each respondent to investigate and determine conditions of the NMI site, including existing and planned utility connections, and the suitability of the conditions for any proposed improvements.

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

G. RESPONDENT SELECTION DOES NOT GUARANTEE PROJECT APPROVAL

The City Council’s selection of a respondent and authorization to commence exclusive negotiations shall not constitute approval of the proposed project or uses. In selecting a preferred submittal and finalizing any agreement, the City may, at its sole discretion, modify, refine and otherwise clarify the permitted uses to reflect the selected submittal.

H. CONFLICTS OF INTEREST

The City reserves the right to disqualify and deem non-responsive any respondent on the basis of any actual or apparent conflict of interest that is disclosed by the submittal or other information submitted or available to the City, even if the disqualifying information is discovered after the City Council has selected a respondent for exclusive negotiations. The City’s determination of a disqualifying actual or apparent conflict of interest will be made in its sole discretion.

North Mare Island RFQ 26 July 18, 2014 In order to submit, respondent will be required to comply with all applicable laws regarding conflict of interest, including but not limited to Sections 87100 et seq., and Section 1090 of the California Government Code. With submission of a submittal, respondent represents and warrants that it is familiar with these laws and does not know of any facts that constitute a violation of these provisions. Furthermore, respondent agrees to notify the City immediately if the respondent becomes aware of any fact constituting a violation or possible violation.

Respondent further warrants that it has not offered or given to any City officer or employee any gratuity or anything of value intended to obtain favorable treatment under the RFQ or any other solicitation or other contract, and respondent has not taken any action to induce any City officer or employee to violate the rules of ethics governing the City and its employees. Respondent has not and shall not offer, give, or agree to give anything of value either to the City, or any of its officers, employees, agents, consultants, or to a member of the immediate family (i.e., a spouse, child, parent, brother, or sister) of any of the foregoing. Any such conduct shall be deemed a violation of this RFQ and may result in immediate disqualification of the submittal. As used herein, “anything of value” shall include but not be limited to any (a) favors, such as meals, entertainment, and transportation (other than that contemplated by this RFQ, if any, or any other contract with the City) which might tend to obligate a City employee to Respondent, and (b) gift, gratuity, money, goods, equipment, services, lodging, discounts not available to the general public, offers or promises of employment, loans or the cancellation thereof, preferential treatment, or business opportunity. Such term shall not include work or services rendered pursuant to any other valid City contract.

I. SUNSHINE ORDINANCE AND TRANSPARENCY

All communications about this RFQ are subject to all applicable governmental transparency laws, including but not limited to the City of Vallejo Sunshine Ordinance, at VMC Chapter 2.08, the Ralph M. Brown Act (Gov’t Code §§ 54950, et seq.), and the Public Records Act (Government Code §§ 6250 et seq). The City shall not be responsible under any circumstances for any damages or losses incurred by a Respondent or any other person or entity because of the City’s release of information in response to a public records request.

J. CONFIDENTIALITY

All information and documents submitted in response to this RFQ are subject to the California Public Records Act, California Government Code §§ 6250 through 6276.48) (“CPRA”), which generally mandates the disclosure of documents in the possession of the City upon the request of any person, unless the content of the document falls within a specific exemption category (e.g., trade secrets and commercial or financial information obtained from outside the government, to the extent that disclosure would result in substantial harm to the competitive position of the person from whom the information was obtained). On each page that contains information that respondent believes is exempt from mandatory disclosure under CPRA, Respondent shall include the following separate legend:

“THIS PAGE CONTAINS INFORMATION THAT IS EXEMPT FROM MANDATORY DISCLOSURE UNDER THE CALIFORNIA PUBLIC RECORDS ACT.”

North Mare Island RFQ 27 July 18, 2014 On each such page, respondent shall also specify the exempt information and shall state the exemption category within which it is believed the information falls. Although the City will generally endeavor not to disclose information designated by respondent as exempt information, the City will independently determine whether the information designated by respondent is exempt from mandatory disclosure. Moreover, exempt information may be disclosed by the City, at its discretion, unless otherwise prohibited by law, and the City shall have no liability related to such disclosure.

North Mare Island RFQ 28 July 18, 2014 Optional Area

350 0 350 700

Feet

North Mare Island Mare Island Development Opportunity Vallejo, California Optional EXHIBIT 1 NORTH MARE ISLAND REQUEST FOR QUALIFICATIONS

2014-07-17 V:\Mare Island\Projects\Vallejo\020_North_Mare_Island_Development\1_North_Mare_Island_RFQ.mxd TtEMI-AL simon.cardinale XV-B (2) 4.5 acres

Additional Area (Optional) 26.7 acres

XV-A (1)* 67.2 acres

II* 25.7 acres XV-B (1) 31.8 acres

XV-A (2) 27.9 acres

350 0 350 700

Feet

Railroad Access North Mare Island Development Opportunity Optional Parcel Mare Island Vallejo, California Pier and Access Road Notes: EXHIBIT 2 * Parcels II and XV-A (1) exclude adjacent public trust lands subject to the Settlement and REQUEST FOR QUALIFICATIONS Exchange Agreement. NORTH MARE ISLAND PARCEL DETAIL ‡ The pier and access road will be available for use but do not convey. 2014-07-17 V:\Mare Island\Projects\Vallejo\020_North_Mare_Island_Development\2_Parcel_Detail.mxd TtEMI-AL simon.cardinale