Brokerage Services PRESENTED TO THE CITY OF HERCULES, CALIFORNIA. Dutra Cerro Graden. DCGrealestate.com BRE#

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1 S ta t e m e n t o f Q u a l i fi c a t i o n s f o r R e a l E s ta t e Brokerage Services Headquarters PRESENTED TO THE CITY OF HERCULES, CALIFORNIA Respondent Point of Contact: Dutra Cerro Graden Dominic Dutra 7600 Dublin Blvd., Suite 275 Chief Executive Officer Dublin, CA ddutra@dcgrealestate.com (925) Cell: (510) (925) Fax: (925) Dutra Cerro Graden Statement of Qualifications / Real Estate Brokerage Services DCGrealestate.com BRE#

2 April 8, 2016 Holly Smyth, Director of Planning City of Hercules 111 Civic Drive Hercules, CA Dear Holly, Dutra Cerro Graden, Inc. is pleased to provide this statement of qualifications in consideration for providing real estate brokerage services to the City of Hercules. Dutra Cerro Graden ( DCG ) specializes in serving the real estate needs of mission-based organizations, and regularly provides services and consulting for local governments and agencies. Whether it is surplus land, seized properties or other underutilized real estate assets, DCG has the needed experience to manage the real estate process from valuation to strategic planning to brokerage and disposal services. We have experience with all property types, including commercial, residential, industrial and mixed use. Enclosed, you will fi nd our Statement of Qualifications to show how Dutra Cerro Graden is dedicated to helping the City of Hercules reach their goals so you can realize fiscal sustainability and better fulfill your mission to serve your communities. Sincerely, Dominic Dutra Chief Executive Officer Dutra Cerro Graden 7600 Dublin Blvd., Suite 275 Dublin CA P F DCGrealestate.com BRE#

3 Table of Contents Table of Contents Firm Background/History... 4 Workshops for City Leaders... 4 Staff Qualifications... 6 Real Estate Brokerage Experience... 9 Sample Work & Marketing Plan Litigations / Judgements / Liens Fee Schedule Conflict of Interest Appendices Appendix A: 10-Step Action Plan Outline for Developing Your Long-Range Property Management Plan Appendix B: Sample Request for Proposal Statement of Qualifications / Real Estate Brokerage Services 3

4 Firm Background/History Over a decade ago, three successful real estate professionals Dominic Dutra, Alan Cerro and Landis Graden were united by their belief in the importance of giving back to the community through public service. They recognized that organizations providing support and resources to local communities all too often faced limited or declining revenues. So in 2005, Dominic, Alan and Landis joined together to create Dutra Cerro Graden, Inc., a private California Subchapter S Corporation real estate firm that provides these specialized clients with the knowledgeable, caring expertise they need to create healthier, more sustainable real estate management strategies. For 11 years, Dutra Cerro Graden ( DCG ) has been a team of real estate professionals who puts people before property or profits. As specialists in managing real estate investments for local governments and agencies, our people understand that the traditional rules of real estate change when viewed with an eye toward strengthening your community. Our 15-person team is made up of full-service consulting, property planning and commercial real estate professionals, but our passion lies in bringing education, hope and healing to area communities by helping our clients realize the full potential of their real estate assets. The team at DCG offers a wide range of services to guide you through the often complex world of non-traditional real estate management. Unlike standard commercial real estate agencies, we respect the collaborative focus that s unique to community-driven organizations like the City of Hercules, and we adapt our approach accordingly to create the best possible solution for your needs. Our experienced advisors specialize in assisting local governments like the City of Hercules with a variety of real estate issues. Whether you need a long-term, sustainable funding source, or a short-term immediate gain, DCG can provide you with credible information and services regarding your options. We can assist you with: Retaining real property that is significant in realizing key redevelopment and other planning objectives (such as creation of a downtown center, transit-oriented development, historic revitalization, or other community-specific focuses) Maximizing value and liquidating real property for the funding of key economic development and other policy objectives Retaining or liquidating property for the creation or funding of affordable housing efforts Designing and leading stakeholder engagement processes for multiple, competing constituencies. DCG is dedicated to helping clients reach their goals so they can better fulfill their missions. Together, we are Creating Communities of Value. WORKSHOPS FOR CITY LEADERS As evidence of our deep understanding of the specialized real estate needs of local governments, in late 2012/early 2013, Dutra Cerro Graden co-sponsored and presented at two workshops (located in Northern and Southern California) for city leaders to help them create property management plans that both satisfied the requirements of AB 1484 and benefit their city in the long term. Other sponsors included California Redevelopment Association, California Association for Local Economic Development (CALED), League of California Cities, Management Partners, Goldfarb and Lipman LLP, and various California cities. Statement of Qualifications / Real Estate Brokerage Services 4

5 The intent of these workshops was to provide a framework for creating a Long-Range Property Management Plan that took advantage of the flexibility in AB 1484 to: Achieve substantial community benefits by retaining redevelopment property and ensuring that it is used to achieve the community benefits originally set forth in the redevelopment plan Align with market conditions so that stakeholders and oversight agencies recognize that the identified projects are feasible in the relative near-term future (1-3 years), thereby generating economic development benefits and tax revenues Garner the approval of the community, the Oversight Committee, and Department of Finance As part of this workshop, Dutra Cerro Graden, Management Partners, and Goldfarb & Lipman created a 10- Step Action Plan Outline for Developing Your Long-Range Property Management Plan. This plan can be found as Appendix A. Statement of Qualifications / Real Estate Brokerage Services 5

6 Staff Qualifications If awarded a Listing Agreement, the DCG staff servicing the City are listed below. Name of person: Education: Years with DCG: Full employment history: Dominic Dutra, Chief Executive Officer (Lead Broker) Santa Clara University Bachelor of Science Degree in Business Management Master in Business Administration (MBA) 11 (employed by DCG) Dutra Realty Enterprises Served as President from 1994 to During this time, the company experienced phenomenal growth as revenues increased from $5 million to $23+ million with a corresponding profit growth of over 13,000%. Prior to selling the company in May 1999 to Prudential California Realty, the company had over 250 real estate professionals and was ranked 75 th nationally with gross sales volume of $922,000, Prudential California Realty Subsequent to the acquisition of Dutra Realty Enterprises in May 1999, Dominic served as the Chief Operating Officer of Prudential California/Nevada Realty, one of the largest real estate brokerages in the country with approximately 107 company-owned and affiliate offices and more than 3,000 real estate associates and $4.85 billion in gross sales volume TransactIQ.com Co-founded TransactIQ.com, which produced one of the first Internet-based real estate transaction management systems in the world Dutra Enterprises, Inc. Dominic returned to Dutra Enterprises, Inc., a privately held development company primarily focused on the entitlement and development of residential and commercial land, as well as development of commercial and office buildings throughout the San Francisco East Bay Area Fremont City Council Elected to the Fremont City Council Present Dutra Cerro Graden In 2005, Dominic partnered with Alan Cerro and Landis Graden to form Dutra Cerro Graden, a development company focused on improving cities by building Communities of Value as either the primary developer, or in partnership with others through its development consulting and commercial real estate services. Dominic serves as Chief Executive Officer Fremont City Council Dominic was appointed to the Fremont City Council to serve the remainder two-year term of a member elected to the California State Legislator. 6 Statement of Qualifications / Real Estate Brokerage Services

7 Name of person: Other certificates, licenses, or relevant qualifications: Dominic Dutra, Chief Executive Officer (Lead Broker) CCIM Designation - Dominic has received the exclusive national designation of Certified Commercial Investment Manager (CCIM). A CCIM is a recognized expert in the commercial and investment real estate industry. The CCIM designation is awarded to commercial real estate professionals upon successful completion of a graduate-level education curriculum and presentation of a portfolio of qualifying industry experience. Taught by established practitioners, the program provides a real-world education in: Financial analysis Market analysis Investment analysis Negotiations DOMINIC DUTRA CHIEF EXECUTIVE OFFICER The Dutra name has long been recognized and respected in the real estate and development field. The Dutra family has made significant contributions and is committed to public service at the municipal and state level. Dominic Dutra has followed in his family s footsteps, founding Dutra Cerro Graden (DCG) with Alan Cerro and Landis Graden in At DCG, a commercial real estate, development, and consulting company, the Principals focus on improving cities by Creating Communities of Value TM. Some of Dominic s clients have included the Sisters of the Holy Family, City of Hayward, Hayward Unified School District, Eden Housing, Child, Family and Community Services, and El Cerrito United Methodist Church. From , he was President of Dutra Enterprises, Inc., a privately held development company which primarily focuses on the entitlement and development of residential and commercial land. In addition to numerous residential sales and entitlement projects, the company has also been responsible for the development of commercial and office buildings throughout the East Bay. To this day, he remains a Board member of the company. Dominic has enjoyed great success in the real estate sales and development business. He joined Dutra Realty Enterprises in 1989 and served as President from 1994 to During his tenure, the company experienced phenomenal growth. In 1999, Dutra Realty was acquired by Prudential California/Nevada Realty, one of the largest real estate brokerages in the country, and Dominic assumed the role of Chief Operating Officer. He also cofounded TransactIQ.com, which produced one of the first Internet-based real estate transaction management systems in the world. A strong believer in giving back to the community, he served as a member of the Fremont City Council from and was re-appointed to the Council for the term. He is also very active in his church. Dominic is a graduate of Santa Clara University where he earned a Bachelor of Science Degree in Business Management and a Masters in Business Administration (MBA). Prior to Santa Clara University, Dominic also attended Ohlone College and was honored as alumni of the year in He has extensive commercial real estate experience as evidenced by his CCIM designation, the premier commercial real estate designation in the country. BRE # Other licensed agents assisting Dominic with this transaction are listed below. Statement of Qualifications / Real Estate Brokerage Services 7

8 LANDIS GRADEN PRESIDENT Landis Graden, President of DCG, brings to the company over 20 years of business experience. At DCG, some of Landis clients have included Alameda County, Northern California Community Development, Chabot-Las Positas Community College District, Price and Associates, Educational Services of America, St. Vincent de Paul, and YMCA. In 1997, he founded Penn & Graden Properties, a residential properties acquisition company, leaving behind a very successful career at a Fortune 500 company. At Penn & Graden, Landis was responsible for acquiring, rehabilitating, managing, and selling several million in real estate assets. He also managed multiple real estate investment groups that were focused on acquiring, rehabilitating, and selling undervalued Bay Area properties, all of which resulted in positive returns for investors. Landis expertise also includes the founding and management of New Legacy, Inc., comprised of New Legacy Real Estate, a full-service real estate brokerage firm specializing in residential properties in the East Bay and New Legacy Lending Services, a residential mortgage company. Landis is actively involved in community service and in his church. He currently serves on the City of Vallejo s Planning Commission, and as a Board Member of Brighter Beginnings. Formerly, he was a Director on the Hayward Chamber of Commerce Latino Business Roundtable and a member of the City of Hayward s Economic Development Committee. In addition, he offers pro bono consulting services to entrepreneurs entering the marketplace, assisting them to understand and navigate the challenges facing small businesses. A licensed real estate broker, Landis earned a Bachelor of Science Degree in Information Systems Management from the University of San Francisco, and an MBA from Holy Names University. BRE # JAMIL MUCHELL BROKER SERVICES MANAGER Jamil Muchell joined DCG in Jamil oversees and manages DCG s broker activities as Broker Services Manager. His clients have included Northern California Community Development (NCCD), Next Generation Churches, Price And Associates, and El Cerrito Chinese Community Church (E4C). Previously, Jamil was a coach and trainer at Triple Threat Academy where he trained children, high school students, and some college students in age-appropriate basketball skills and sportsmanship. In addition, he managed various summer camp sessions each focused on teaching children different skills. He was also responsible for supervising other trainers at Triple Threat Academy. Before that, he was an Administrative Assistant at AIDS Minority Health Initiative (AMHI) where he provided support to staff and clients. At Chabot College, Jamil worked as a Summer Youth Sports Camp Counselor where he mentored and advised youth in various sports activities. From , he was a Teleconferencing Technician at Holy Names University, where he operated multiple cameras in the campus video control room. While working as Administrative Assistant at AMHI, he also provided the organization with pro bono assistance. In addition, he volunteered his services at local elementary schools and has coached children through middle school in sports. Jamil received his MBA with a concentration in Management and Leadership from Holy Names University and a B.S. in Business Administration with emphases in Entrepreneurship and Corporate Management from Cal State University East Bay. He earned his California Department of Real Estate License in BRE # Statement of Qualifications / Real Estate Brokerage Services 8

9 ERIC OTTINGER PROJECT MANAGER A native from Virginia, Eric recently joined DCG as a Project Manager in His responsibilities include managing projects from proposal development through project completion within real estate development projects and asset management. Prior to joining DCG, Eric worked in commercial real estate as a Portfolio Manager at Hammond Asset Management and a Commercial Realtor at Cottonwood Commercial, one of the Shenandoah Valley s largest commercial real estate brokerages. He has worked with many national and regional brands providing transaction, development, and asset management services. His experience included managing a portfolio of 145 commercial and residential units consisting of 274,000 square feet. Additionally, Eric worked on over 250,000 square feet of entitlement and development projects. After working with investors and corporate clients, Eric became attracted to DCG because of his social drive to help community service providers efficiently develop and manage their assets. Outside of DCG, Eric enjoys volunteer efforts and hands-on community involvement, and has worked with Habitat for Humanity, the SPCA, mission trips, and coaching youth league soccer. Eric attended James Madison University, where he received a Bachelor of Business Administration with emphases in Finance and Management. Eric later went on to the University of Amsterdam where he graduated Cum Laude with a Master of Science in Finance, and with a Master of Science in Strategy & Organization. He earned his California Real Estate License in BRE # Real Estate Brokerage Experience Whereas some clients just want to buy, sell or lease, others would like to find out how their land or property can potentially be developed. In some cases, clients may just need a trusted adviser to evaluate the situation, and inform them of their options. Some organizations may need an experienced partner who can present new options and strategies to get better results. Below is a summary of the various ways we have helped our clients. City of Hayward Valle Vista Contact: Fran David, City Manager Address: 777 B Street, Hayward, CA Phone: (510) Fran.David@hayward-ca.gov Services Provided: 1. Land Use Planning 5. Visioning 2. Urban Design 6. Entitlement Services 3. Architecture 7. Graphics design capabilities 4. Landscape Design 8. Disposition planning The City of Hayward was stymied in its attempts to design and implement key economic development initiatives Statement of Qualifications / Real Estate Brokerage Services 9

10 in a post-redevelopment world. The City engaged Dutra Cerro Graden to develop strategies for key sites. DCG has provided the City with the following services: City Center Site Currently negotiating with a private developer in hopes of bringing a new hotel and apartment building to the City s downtown are Mervyn s Site - Envisioned 584,184 SF of residential and 80,000 SF of retail space at Foothill Boulevard; the 6-story property will be high-density mixed-use housing and would have 486 rental apartment units 16-acre Site Soon to be entitled for 140 apartments, 85 townhomes, and 50 single family homes in what will be a marquee development for the City, including creative open space and iconic design elements on what is considered the Gateway to the City of Hayward Green Shutters Building Currently a single-room occupancy motel in very poor condition, it is considered a blight on the City and a roadblock to redeveloping the downtown area; DCG helped the City acquire an adjacent vacant parcel and combined with the privately-owned Green Shutters Building, the site is in escrow with a national pension fund and is anticipated to provide upscale student housing for the downtown area As part of these services, DCG: Attends meetings, provides liaison, manages various consultants, represents the City as directed and generally provides coordination during the various stages of the entitlement process Manages the political and public outreach process including meeting with elected officials, city staff, neighborhood groups and other stakeholders Obtains competitive bids, finalize scope, pricing and contract negotiations Manages technical consultants including oversight of budget and schedule These properties are catalyst projects and, as such are seen as key to the City realizing its economic and community development objectives. Claremont School of Theology Contact: Jeffrey Kuan Address: 1325 North College Ave., Claremont, CA Phone: (909) jkuan@cst.edu Services Provided: 1. Land Use Planning 4. Property Conditions Assessment a. Site Analysis 5. Architecture b. Highest and Best Use Analysis 6. Visioning c. Market Analysis 7. P3 Alignments and Negotiations 2. Urban Design 8. Disposition planning 3. Facility Capacity and Needs Analysis DCG was hired by Claremont School of Theology (CST) in 2015 to develop their Campus Master Plan and to strategically identify the best allocation of CST s resources to achieve financial sustainability. As part of the engagement, DCG created a Strategic Asset Evaluation report, taking into consideration components of the assets Statement of Qualifications / Real Estate Brokerage Services 10

11 life cycle phases. This report is a comprehensive and holistic review of the portfolio and identifies opportunities and constraints to maximize the values and usages of the campus. Space planning combined with analyses of the current properties conditions was studied to arrive at several alternatives. DCG is currently finalizing the Campus Master Plan for CST and negotiating P3 parameters for the disposition of the excess campus property. Newark Unified School District Contact: Dr. Dave Marken, Superintendent Address: 5715 Musick Ave., Newark, CA Phone: (510) dmarken@nusd.k12.ca.us Services Provided: 1. Land Use Planning 4. Visioning a. Site Analysis 5. Entitlement Services b. Highest and Best Use Analysis a. Site Planning c. Market Analysis b. Development Approach d. Pro Forma Analysis c. Entitlement Risk Assessment 2. Urban Design 6. Disposition planning 3. Architecture The Newark Unified School District had previously closed and made surplus one of its elementary schools (Ruschin Elementary School) in Unfortunately, the 7-11 Committee process met with unwelcome resistance from surrounding property owners who feared the anticipated residential development of the site would be detrimental to their interests. As a result, the Board voted to lease the site, which they ultimately did to a child care provider, a church and a non-profit. The income realized from the property represented a meager return on the estimated market value of the site. In addition, the District had passed a bond for approximately $66 million, which was far less than the approximate $150 million needed to retrofit and upgrade District schools. The sale of the Ruschin Site was desired as a means of augmenting the capital improvement funds made available from the bond. Dutra Cerro Graden (DCG) met initially with the District s Chief Business Official (CBO) to present not only those services that could be used to market and sell the Ruschin Elementary School site, but others which could be performed to develop a more comprehensive Strategic Asset Management Plan for the District s underutilized properties. The CBO quickly arranged a meeting with the Superintendent who asked DCG to present these options to their Board at a regular Board Meeting. After a robust minute presentation and question and answer period, the Board voted unanimously for DCG to work with staff on a proposal to market and sell the Ruschin School site as well as perform the more comprehensive Strategic Asset Management Plan. In October 2013, DCG released a Request for Proposals (RFP) for the acre Ruschin School. NUSD received multiple offers; three of which were for more than $20 million. In early 2014, the District accepted an offer of over $21,000,000 for the property. Under the direction of Dominic Dutra, DCG managed the entire escrow process. In February 2015, the Newark City Council voted to approve the project, and escrow closed in May Note: The Request for Proposals created by DCG on behalf of Newark Unified School District can be found as Appendix B Statement of Qualifications / Real Estate Brokerage Services 11

12 as a sample of one of the ways DCG can market the Sycamore Crossing site for the City of Hercules. New Haven Unified School District Contact: Akur Varadarajan, Chief Business Officer Address: Alvarado-Niles Rd., Union City, CA Phone: (510) avaradarajan@nhusd.k12.ca.us Services Provided: 1. Land Use Planning 4. Visioning a. Site Analysis 5. Entitlement Services b. Highest and Best Use Analysis a. Site Planning c. Market Analysis b. Development Approach d. Pro Forma Analysis c. Entitlement Risk Assessment 2. Urban Design 6. Disposition planning 3. Architecture After closing the Cabello Student Support Center in 2007, the New Haven Unified School District was faced with the imperative of selling the Cabello Student Support Center to generate funds to help offset the District s ongoing cash challenges caused by continuing state cuts to the education budget, and to assure that the contemplated use for the property was sensitive to surrounding neighborhood concerns. As part of a Facility Master Plan Update, the District engaged DCG to perform an Asset Management Study on one of their two (2) closed school campuses and, for their Administrative Offices, both a similar Asset Management Study and a separate study analyzing the feasibility of constructing a new office facility on the subject property. Based on an analysis of one of the closed campuses, the District concluded that the most appropriate development was a low-density, single-family residential development. DCG developed and gained preliminary approval for a conceptual site plan calling for a 46-lot residential development and performed a residual land value analysis with an estimated land value of $8 - $10 million. After receiving Board direction to sell the site, DCG acted as the District s project manager for the entire statemandated process for selling a surplus school site. From issuing a Request for Proposal for the site in 2013 to the close of escrow, DCG provided the expertise needed for the District to make informed decisions every step of the way. Benefitting from DCG s expertise in marketing and negotiating the sale, the District had the luxury of choosing between eleven (11) offers for the site ranging from $9 million to over $14 million. The property ultimately sold for $14,275,000 and closed escrow in January Funds from the sale will help bring the District towards fiscal sustainability and allow it to reinvest in its mission to develop and empower their students to be productive, responsible and successful member of the community. With regard to the District Administrative Offices, DCG developed a conceptual site plan calling for a multi-family residential development and performed a residual land value analysis with an estimated land value of $5 - $6 million. DCG also developed a second conceptual plan confirming that a two-story commercial/medical office building could be developed on the property with two floor plates of 33,000 SF for a total building of 66,000 SF. Based on the current market demand, DCG concluded that sufficient market demand was not sufficiently high to merit the Statement of Qualifications / Real Estate Brokerage Services 12

13 risk of building the proposed building. It is anticipated that this analysis may be revisited in the future. Sisters of the Holy Family Contact: Sister Gladys Guenther Address: Mission Blvd., Fremont, CA Phone: (510) Services Provided: 1. Land Use Planning 4. Visioning a. Site Analysis 5. Entitlement Services b. Highest and Best Use Analysis a. Site Planning c. Market Analysis b. Development Approach d. Pro Forma Analysis c. Entitlement Risk Assessment 2. Urban Design 6. Disposition Planning 3. Architecture The Sisters of the Holy Family is a nationwide organization that was faced with the unique challenge of continuing its ministry in the face of an aging and declining population of sisters. In light of this challenge, the President and leadership of the organization wished to assess their options for their acre property that contained their Motherhouse (Convent), two historic homes and an approximately 5+ acre property containing a myriad of precious landscape and historic resources. Dutra Cerro Graden was hired to create a Master Plan for their property that would include releasing from the financial responsibility for maintaining these grounds. After a consulting process that included a multi-year search for nonprofit organizations, affordable housing corporations and providers of comprehensive senior services that might want to take over ownership and management of a large portion of the subject property, DCG created the ultimate plan to sell an approximate 5.5-acre portion of the property to be developed for market rate housing. The property closed escrow in January The funds from the $20 million + sale will be used towards the creation of an endowment and foundation to maintain a 5.5-acre of the subject property in perpetuity, funding $3.8 million for the development of affordable housing units near mass transit and services, development of 45-units of new and innovative senior housing to allow the Sisters to age-in-place and a subdivision of the two (2) historic homes to be renovated and preserved by private owners. SAMPLE WORK & MARKETING PLAN The following is an example of the level of detail the District can expect in a work and marketing plan from Dutra Cerro Graden on any future projects. Marketing Program 1. Develop a comprehensive marketing plan, including hard copy and electronic copy for interested parties. Statement of Qualifications / Real Estate Brokerage Services 13

14 This material may include, but will not be limited to: Customized website with Request for Proposal (this offering memorandum will be able to be downloaded directly from the website) Professional photography Site and aerial photos Virtual tours or video tours Conceptual development site plans Demographics/area amenities Property highlights Location maps Property fliers, offering memorandum, and other marketing materials Economic and market data 2. Present District with DRAFT Request for Proposal and associated Marketing Plan for District and legal review and input. District input will include, but will not necessarily be limited to, legal disclaimer about potential for government and other entities having a legal priority to the Properties for the first 60 days. 3. Present the District approved marketing package to leading regional developers, builders, brokers and other interested parties. 4. Submit property information to online and other commercial listing services. 5. Develop blast for distribution to leading regional developers, builders, brokers and other interested parties. 6. Place focused advertising in real estate and trade publications. 7. Create media and press releases detailing the property and explain the project goals and objectives. Prospect Tracking and Activity Reports Provide monthly market activity reports which will include: Master marketing task list Prospect list for client review Prospect communication and activity report Detailed analytics report for website and online venues Market update of comparable properties available in the market Update on any pertinent transactions in the subject market Contract Negotiations, Preparations, Escrow and Closing 1. Receive and provide information to those parties interested in acquiring the Properties 2. Coordinate with the District, including District legal counsel, on the negotiations and contract preparation with selected parties 3. Present report on proposals to Board of Education for discussion and prepare documentation for a subsequent Board meeting scheduled for Board action Statement of Qualifications / Real Estate Brokerage Services 14

15 4. Oversee Buyer due diligence period ( days) 5. Oversee entitlement process 6. Manage the escrow process 7. Coordinate legal team activities Litigations / Judgements / Liens Dutra Cerro Graden and its principals have not been involved in any current litigations, outstanding judgements or liens. Fee Schedule If the City selects Dutra Cerro Graden, the City shall engage DUTRA CERRO GRADEN DBA DCG COMMERCIAL SERVICES ( Broker ) as the City s exclusive agent pursuant to a separate Exclusive Listing Agreement and other agency and related documentation provided to the City by Broker. In the event the Property, or a portion thereof, is sold to a Buyer, the City shall pay a Commission equal to Five Percent (5%) of the Sales Price to Broker. Broker shall have the right, but not the obligation, to offer to pay 50% of the Sales Commission, i.e. Two and a half Percent (2.5%) of the Sales Price, to any cooperating broker representing the Buyer. The above Sales Commission shall be the only cost associated with the proposed scope of services included in the Request for Proposals. Should the City require additional consulting services outside of the proposed scope of work, our staff s hourly consulting rates are listed below: Dominic Dutra, Chief Executive Officer - $325/hr Landis Graden, President - $275/hr Jamil Muchell, Broker Services Manager - $200/hr Eric Ottinger, Project Manager- $175/hr Conflict of Interest Dutra Cerro Graden has no conflict of interest which could be a possible or perceived conflict of interest in representing the City. Statement of Qualifications / Real Estate Brokerage Services 15

16 Appendices APPENDIX A: 10-STEP ACTION PLAN OUTLINE FOR DEVELOPING YOUR LONG- RANGE PROPERTY MANAGEMENT PLAN APPENDIX B: SAMPLE REQUEST FOR PROPOSAL 16

17 APPENDIX A: 10-STEP ACTION PLAN OUTLINE FOR DEVELOPING YOUR LONG-RANGE PROPERTY MANAGEMENT PLAN

18 Objective 10-Step Action Plan Outline Developing Your Long-Range Property Management Plan The intent of the following Action Plan Outline is to provide a framework for creating a Long-Range Property Management Plan that takes advantage of the flexibility in AB 1484 to: 1. Achieve substantial community benefits by retaining redevelopment property and ensuring that it is used to achieve the community benefits originally set forth in the redevelopment plan; 2. Is in alignment with market conditions so that stakeholders and oversight agencies recognize that the identified projects are feasible in the near-term, thereby generating economic benefits and tax revenues. 3. Garners the approval of the community, the Oversight Committee and Department of Finance The Long-Range Property Management Plan ( the Plan ) will not include property of the former RDA that is a housing asset (and therefore transferred to the housing successor of the former RDA, not the Successor Agency). Instead, the Plan will include all other former RDA property that is required by AB 1484 to be transferred into the Community Redevelopment Property Trust Fund, where it is inventoried and allocated as follows: Enforceable Obligation Use (separately held by the Successor Agency for that purpose) Governmental Purpose Use (certain governmental purpose property may be retained for that purpose with specified compensation) Approved Redevelopment Plan Use Liquidation/Maximize Value and use of funds to further redevelopment objectives To maximize community benefit, it is critical that the Plan address the following: The description of the property s potential for transit-oriented development and the advancement of the planning objectives of the successor agency, as set forth in AB 1484 Set forth why the use of the property for redevelopment purposes is feasible in the near-term Direct that the property will be used or liquidated for a project identified in an approved redevelopment plan; in that case the property can be transferred by the Successor Agency out of the Community Redevelopment Property Trust Fund to the host city (or county) and locally controlled for realization of the community benefit objectives detailed above Creating a Brighter Future In the Post-Redevelopment Era Action Plan Outline

19 10 steps for completing your Long-Range Property Management Plan Iden fy team (internal and external), resources, and community engagement strategy Prepare a comprehensive property inventory of all redevelopment property Document proposed government use and enforceable obliga on proper es Conduct near term (1 3 years) market assessment for Redevelopment Plan Proper es Align market opportuni es with Redevelopment Plan objec ves Establish disposi on and development plan Prepare dra Long Range Property Management Plan Garner community and other stakeholder support for the dra plan Plan adop on by Successor Agency and approval by Oversight Board and California Department of Finance Implement your plan Creating a Brighter Future In the Post-Redevelopment Era Action Plan Outline

20 Explanation of action plan steps Step 1: Identify city team (internal and external), resources for completing the plan, and a community engagement strategy Role Overall leadership Project management Development Consultant Market Analyst Land use planning Engineering, environmental, etc. Appraiser Stakeholder engagement Legal advice Who (city staff, consultants) Determine a public engagement strategy by identifying stakeholders and their interests, and how and when to engage them. Depending on the history of the redevelopment process, the interest of stakeholders, the resources available for community engagement and other community- specific factors, this engagement strategy may begin early, involve broad community outreach efforts and continue throughout the process, or be limited to stakeholder outreach and the public meetings when a draft plan is being considered by the Successor agency and Oversight Board. Step 2: Prepare a comprehensive inventory of all redevelopment property Parcel information (such as address, size, APN, and current use) History of acquisition (date acquired, purchase price, other relevant factors) Entitlement status Estimated market value Enforceable obligations Current and past revenue Contractual obligation for disposition of funds from property Enforceable obligations Environmental history Intended use under redevelopment plan Easements and/or other encumbrances Contractual requirements for use of income/revenue Step 3: Document proposed government use and enforceable obligation properties What is the basis for classification of property as government use? Parks are ok, parking may not be Clearly set forth those documents and agreements that establish an enforceable obligation Creating a Brighter Future In the Post-Redevelopment Era Action Plan Outline

21 Step 4: Conduct near-term (1-3 years) market assessment for Redevelopment Plan Properties For properties not in government use or subject to an enforceable obligation: Overall Market assessment Assess market potential and demand for certain prototypical development uses, including related real estate economics of such uses. The assessment should be based on existing available secondary sources of real estate market data / information, and draw on local insight through interviews of knowledgeable individuals, real estate developers and brokers familiar with the general market area. Site analysis Identify, review and evaluate factors that will potentially impact development options for the site based on existing available planning, environmental, and engineering documents. The issues to be addressed in this analysis include environmental conditions associated with the site; traffic and circulation; infrastructure, utilities and services; and easements and restrictions. Land use planning and development program Based on the results of the market assessment and site analysis, outlined above, prepare, review and evaluate proposed alternative land use plans and development programs for the site. Step 5: Align market opportunities with Redevelopment Plan objectives Identify those project alternatives that can be developed in the short term (1-3 years) that also achieve community benefits consistent with objectives set forth in the adopted redevelopment plan, or other adopted policies related to the redevelopment properties and referenced in the redevelopment plan. Those properties expected to support transit-oriented development should be emphasized. Prepare development pro-forma information for those alternative prototypical development uses identified as supporting Redevelopment Plan objectives, including estimates of total development costs (site preparation, land development, building space and indirect costs), revenue and financing costs for each use. Prepare an estimate of land value (residual land value) that could be supported by each of the identified prototypical development uses. For each development use, consider the estimated total costs of development along with annual operating costs, and income-producing rents or sales prices to synthesize the real estate economics of each development use into cash flow forecasts and estimates of market and residual land values. Creating a Brighter Future In the Post-Redevelopment Era Action Plan Outline

22 Step 6: Establish disposition and development plan Detail those disposition and development alternatives that can be supported by current market realities Align and prioritize the disposition and development alternatives in the context of the community benefit objectives established at the beginning of this process Select preferred alternative disposition and development plan Classify the properties into the two AB 1484 categories: Approved Redevelopment Plan Use Liquidation/Maximize Value of Proceeds Use Step 7: Prepare draft Long-Range Property Management Plan Clearly set forth the basis for government use classification, including all supporting documentation Clearly set forth the basis for enforceable obligation classification including all supporting documentation Establish a compelling rationale for why properties proposed for redevelopment plan use should be supported by key stakeholders, and especially the members of the Oversight Board The feasibility of each property s near-term development and how that development will advance the planning objectives of the successor agency and/or achieve the benefits of transit oriented development. The economic and other benefits to the community and potentially to taxing agencies of the City maintaining control of the property and ensuring it s near term development consistent with the redevelopment plan. Any sources of funds or plans for community support that would bridge any feasibility gap or in other ways encourage near term development (such as boomerang funds, planned infrastructure improvements, proposed assessment districts, or other factors). Identify property subject to liquidation and how resulting funds would be used to support specific improvements that would further redevelopment plan objectives. Identify how such improvements are essential to achieving the community benefits identified in the redevelopment plan. Step 8: Garner community and other stakeholder support for the draft plan The objective is to obtain community support for your plan. It will be important to clearly articulate what the community benefit objectives are and why stakeholders should support these objectives. Examples of stakeholders: City Council Oversight Committee Successor Agency Affordable Housing Advocates Neighborhoods Transportation Advocates Builders/Developers Chamber of Commerce Creating a Brighter Future In the Post-Redevelopment Era Action Plan Outline

23 Step 9: Plan adoption by Successor Agency and approval by Oversight Board and DOF Prepare a clear message Convene meetings and communicate that message Step 10: Implement your plan Creating a Brighter Future In the Post-Redevelopment Era Action Plan Outline

24 APPENDIX B: SAMPLE REQUEST FOR PROPOSAL

25 Section Description Goes Here Request for Proposals Ruschin Drive Newark, CA APN: 092A Newark Unified School District 5715 Musick Avenue, Newark, CA Newark Unified School District / Request for Proposal: Ruschin Elementary 1

26 Table of Contents EXECUTIVE SUMMARY Background and Context... 3 District Objectives... 3 Site Description... 4 Environmental Constraints... 4 Utilities... 4 General Plan and Zoning... 5 Development Opportunity... 5 Transaction Structure... 6 PROPOSAL REQUIREMENTS & REVIEW PROCESS Proposer s Responsibilities... 7 Submission Format, Schedule, and Evaluation... 9 Evaluation Committee...10 Evaluation Criteria...10 Evaluation Process...10 EXHIBITS Exhibit A: Property Aerial...11 Exhibit B: Sample Letter of Intent...12 Exhibit C: Sample Site Plans by KTGY...15 Exhibit D: Pricing Study by S. L. State & Associates...16 Newark Unified School District / Request for Proposal: Ruschin Elementary 2

27 Executive Summary Executive Summary BACKGROUND AND CONTEXT The Newark Unifi ed School District (the District ) owns certain real property known as Ruschin Elementary School ( Ruschin ), located at Ruschin Drive, Newark, CA 94560, APN 092A (the Property ). According to the California Department of Education, Ruschin Elementary closed its doors in June 1989 and was offi cially deemed surplus property approximately seven (7) years ago. Most recently, the Tri-Cities League of Volunteers, Morning Star Church, and Kidango Preschool operated out of the Ruschin campus, but the site will be completely vacant prior to close of escrow. Pursuant to the California Education Code, the District convened an advisory committee to make recommendations regarding surplus property. On February 1, 2011, the District s Board of Education confi rmed the surplus status of the Property and elected to move forward with the process for sale of that Property. This included authorization to offer the Property for sale to a number of designated agencies pursuant to Education Code requirements. In compliance with those statutory requirements, the District has offered the Property for sale to a number of designated agencies; to date, none have expressed interest in purchasing the Property. The period in which agencies may express such interest closes on December 9, The District now intends to extend its offer of the Property for sale to the public at large. In order to streamline procedures applicable to the sale of surplus school property, and to provide the District with the greatest possible fl exibility, the District applied to the State Board of Education for a waiver of certain legal requirements otherwise applicable to surplus property sales. That waiver was granted by the State Board at its meeting of July 11, Copies of the waiver request and the California Department of Education s notice of the grant of waiver are available from Dominic Dutra of Dutra Cerro Graden dba DCG Commercial, whose contact information appears below. DISTRICT OBJECTIVES The District s objectives are as follows; 1. to sell the Property to generate funds that can be used within legal parameters to improve Newark schools and for the benefit of Newark students; 2. to assure that the contemplated use for the property is supportive of the District s goal of enhancing their long-term fi scal sustainability and relationship with community members; 3. that the buyer of the site has the fi nancial capacity and proven experience to bring the proposed project to consummation as effi ciently as prudently possible, and fi nally; 4. that the buyer of the site is supportive of the low density residential concept plan as contained herein including, but not limited to, the perimeter homes characterized by larger lots and single-story designs to mitigate impacts on surrounding neighbors, and has a demonstrated history of working collaboratively with neighborhood leaders, community members, and city and school district staff in which they have consummated projects in the past. This Request for Proposals (RFP) encourages proposals that will achieve the above objectives of the District while also maintaining community support for the project. For purposes of developing this RFP, it is contemplated that single-family residential development may be the primary use proposed for the site in order to meet the objectives as defi ned herein. With this in mind, it is anticipated that the site will be sold via an Option and Purchase Agreement, Newark Unified School District / Request for Proposal: Ruschin Elementary 3

28 Executive Summary contingent on obtaining residential entitlements. However, proposers may also propose other uses which generate equivalent or greater funds, especially if (1) the site can be purchased without the need to obtain entitlement approvals, (2) the funds can be paid sooner, and (3) the contemplated use for the property is supportive of the District s goal of enhancing their long-term fi scal sustainability. SITE DESCRIPTION Ruschin resides on a parcel of approximately acres and was built in the mid-1970s. The school was made up of three buildings: A 33,004-square-foot building full of administrative offi ces and classrooms A 6,414-square-foot multi-use facility A 962-square-foot restroom building The campus also includes portable classrooms and restrooms that were built between 1987 and The Property is a fl at parcel and is surrounded by residential homes. This Property is accessed by Ruschin Drive. The Property is conveniently located near Interstate 880, Newark Boulevard, and Thornton Avenue, which provides access to State Route 84 and the Dumbarton Bridge. Retail/shopping centers and other amenities in close proximity include the Lido Faire Shopping Center, NewPark Mall, and the Newark Community Park. It is also near schools, places of worship, and recreational amenities such as the Silliman Activity and Family Aquatic Center. ENVIRONMENTAL CONSTRAINTS No information on the environmental condition of the property has been provided as of the date of this RFP. Environmental impacts, with regard to the physical site constraints and/or costs to clean/mitigate potential hazardous materials contamination, could have implications for the valuation and potential development of the Property, and thus should be studied. UTILITIES All typical urban utilities appear to be available to the Property for development. This would be the responsibility of the Buyer to confi rm in a more substantive due diligence investigation. Water is provided by the Alameda County Water District (ACWD). The Union Sanitary District (USD) provides wastewater collection and treatment services for Newark. Gas and electricity are provided by Pacifi c Gas and Electric (PG&E). Local telephone infrastructure is provided by Pacifi c Bell and cable is provided by various service providers including Comcast and AT&T. Public safety is provided by the City of Newark and fi re protection is contracted with Alameda County. Newark Unified School District / Request for Proposal: Ruschin Elementary 4

29 Executive Summary GENERAL PLAN AND ZONING The General Plan Designation for the Property is (P-I) Public Institutional and the Zoning is (R-6000) Low Density Residential. Low Density Residential is defi ned as: dwellings/net acre, 13 to 27 persons/net acre. This category is intended to encourage residential development which is predominantly single-family and that is in densities which range from 4.2 to 8.5 units per acre. For General Plan purposes, the average density is assumed to be 6.5 units (20 persons) per net acre. DEVELOPMENT OPPORTUNITY Based on a preliminary site visit of the property, an assessment of the surrounding area to determine contextual infl uences on potential property uses, meetings with City of Newark staff, and conversations with strategic contacts within the residential development community, it appears reasonable that the development of a single-family residential project represents the Highest and Best Use for the Property. The key factor in the underlying value of the Property, as a potential residential development, will be the number of homes (or the density ) that the City deems acceptable. Understanding that all school sites in the City of Newark allow residential development, the Board of Education formally requested that the City provide a designation of Low-Density Housing for the Property, and that it be included as such in the City s recent update to the General Plan. This request was granted by the City and the concept plan included herein meets this criteria. Of special note, the low density design places a signifi cant importance on the nature of the homes on the perimeter which are adjacent to existing, predominantly single-story homes. In addition to the City s legally required setbacks, these homes are anticipated to be situated on larger lots than the interior single-family homes, and are also designed as single-story homes. This is a strong preference of the surrounding neighbors, the City, and the District. While any and all proposed plans will be subject to the normal community engagement process, and ultimate review and approval of the City of Newark, the following conceptual site plan, which can be seen in Exhibit C, is representative of the type of project that appears most appropriate for the surrounding residential setting and contextual infl uences. Newark Unified School District / Request for Proposal: Ruschin Elementary 5

30 Executive Summary TRANSACTION STRUCTURE Because the primary use on the site is residential development, the site will most likely be sold via an Option and Purchase Agreement (the Agreement ), which will close escrow once the required residential entitlements are obtained. Based on conversations with the City of Newark, this process is anticipated to take approximately 3-6 months, but respondents should verify such with the City prior to making a proposal for the Property. A sample Letter of Intent may include, but certainly is not limited to, the following terms and conditions: LETTER OF INTENT Purchase Price: $, payable in full in cash at Closing, less deposits, as described below. Close of Escrow: Shall occur on the earlier of (1) Tentative Map Approval, or (2) (number of months from the Effective Date of the Agreement). Initial Deposit: Buyer will make an initial deposit of $ at the time a defi nitive Option and Purchase Agreement is agreed and executed, which will be immediately released to the District, and is non-refundable under any and all circumstances, but applicable to the Purchase Price. This amount is required to cover the District s costs to negotiate the Agreement, and the Initial Deposit shall be credited without interest against the Purchase Price. Additional Deposits: Buyer will make a series of additional deposits, which will be released to the District as nonrefundable, but applicable to the Purchase Price, unless the District is unable to deliver good title to the Property. These deposits will be made as follows, each of which is subject to the Buyer s unilateral decision to proceed with the transaction. That is, if the Buyer decides to withdraw from the transaction before making any one of the deposits below, then that deposit, and any future deposits, will not be made, although those deposits already released to the District shall remain nonrefundable. Due Diligence (Days) : First Deposit Release $ Second Deposit $ Second Deposit Release (Days) : Third Deposit $ Third Deposit Release (Days) : Fourth Deposit $ Fourth Deposit Release (Days) : Fifth Deposit $ Fifth Deposit Release (Days) : Sixth Deposit $ Sixth Deposit Release (Days) Newark Unified School District / Request for Proposal: Ruschin Elementary 6

31 Proposal Requirements PROPOSAL REQUIREMENTS & REVIEW PROCESS PROPOSER S RESPONSIBILITIES The selected proposer will be responsible for payment of all costs and expenses in connection with the project including, but not limited to: costs associated with securing necessary entitlements and environmental documentation; demolition, ground clearing, site preparation, and construction of new buildings; maintenance; underground utilities; insurance and taxes; permits and inspection fees; costs and mitigation fees associated with the development including school fees; and architectural, environmental, engineering, and other related work. Proposer will be responsible for all brokerage fees, if any. The District will not pay any broker s fees or fi nder s fees, other than to their representative, Dutra Cerro Graden, Inc., dba DCG Commercial. The selected proposer will be required to: Select the necessary multi-disciplinary team; Coordinate the General Plan and Zone change process; Obtain all necessary entitlements and permits; Coordinate, manage, and facilitate the review of the project by the City of Newark; Manage the work effort of the entire entitlement team, the architect, land planner, civil and other engineers, etc. All proposals will have six (6) required sections and in the order as set forth below. Please label each section and number all pages. SECTION 1 - LETTER OF INTENT SECTION 2 - DEVELOPMENT PROGRAM SECTION 3 - PROJECT TIMETABLE AND CRITICAL ENTITLEMENT ISSUES SECTION 4 - ENTITLEMENT COST ESTIMATE SECTION 5 - KEY DEVELOPMENT TEAM MEMBERS, PAST EXPERIENCE, AND FINANCIAL INFORMATION SECTION 6 - STATEMENT OF FINANCIAL QUALIFICATIONS SECTION 1 LETTER OF INTENT This section shall include the proposal contact and responsible party information. Identify the lead proposing entity, and list the key team members (see Section 5). Set forth the scale of the development program, purchase price, deposits, close of escrow, and summarize the critical elements of expected project timeline. Any other critical information can be summarized in this section. Newark Unified School District / Request for Proposal: Ruschin Elementary 7

32 Proposal Requirements SECTION 2 DEVELOPMENT PROGRAM This section shall include a narrative description of the architectural and land planning theme for the project. Identify the planned improvements including the number of buildings by use, the estimated square footage devoted to each building and use, the approximate building footprints, the proposed unit mix with average unit sizes, amenities, parking, and public uses, if any. Include a preliminary site plan. While a detailed completed site plan, prototype housing and elevations are not required at this time (although strongly encouraged), a preliminary site plan is necessary to properly evaluate each proposal. SECTION 3 PROJECT TIMETABLE AND CRITICAL ENTITLEMENT ISSUES This section shall include a general development timetable showing the various planning and entitlement steps, duration, estimated starting period, deposit amounts and release dates, and any phasing contemplated. As to acquiring the entitlements necessary for execution of the proposed development plan, please provide a narrative description of the issues the proposer has identifi ed as critical. Also, please be sure that the timetable of approximate dates for obtaining these entitlements is realistic in requesting both the narrative and timetable, the goal of the District is to assess the proposer s understanding of the entitlement process rather than solicit an impossibly tight schedule for this process (although an ability to expedite the process is seen as favorable). SECTION 4 ENTITLEMENT COST ESTIMATE Please include an estimate and breakdown of anticipated entitlement costs and the process by which the purchase price was derived. SECTION 5 KEY DEVELOPMENT TEAM MEMBERS, PAST EXPERIENCE, AND FINANCIAL INFORMATION Provide the following information for each key member of the development team. It is anticipated that key members would include the development entity, the architect and/or land planner, entitlements counsel, equity partner, and other key members. Other team members such as civil engineer, traffi c planner, or landscape architect, may be identifi ed if the proposer believes that to do so would enhance his proposal, but there is no requirement to do so. Specifi cally, provide the following information for each key team member: Firm name, location, website Project Manager and key participants for this project, with resumes History of relationship with City of Newark, if any Experience with developments similar in use and scale to the project proposed Experience with public entities, preferably public land owners Three similar projects with project name, location, size, use, approximate cost, date opened, ownership, fi nancing structure, and references with phone numbers Newark Unified School District / Request for Proposal: Ruschin Elementary 8

33 Proposal Requirements SECTION 6 STATEMENT OF FINANCIAL QUALIFICATIONS Provide the following information: Is the developer a subsidiary of, or affi liated with, any other corporation, corporations, partnerships or fi rms? If so, please specify. If the developer is a subsidiary, please indicate the extent to which the parent entity will guarantee performance by the subsidiary; Has the developer entity or its offi cers, principal members, shareholders or investors, or any of its parent, subsidiary or affi liated entities or other interested parties been adjudged bankrupt, either voluntary or involuntarily, within the past ten years? If so, explain; and Is there pending litigation against the developer entity or its offi cers, principal members, shareholders or investors, or any parent, subsidiary or affi liated entities or other interested parties other than minor personal injury suits involving claims under $250,000? If so, explain. Item(s) submitted should be suffi cient to permit the District to determine the proposer s fi nancial capacity for undertaking the development project and operating the facilities. The proposer may wish to mark the fi nancial statements, as CONFIDENTIAL or PROPRIETARY. As such, it will be treated as confi dential by the District to the full extent permitted by law. SUBMISSION FORMAT, SCHEDULE, AND EVALUATION PROCESS The proposer shall submit one (1) original and four (4) hard copies of a Proposal Package in 8.5 x 11 format, with one (1) copy unbound for ease of reproduction. The complete Proposal Package shall also be submitted digitally (PDF format is acceptable). The inclusion of large-scale drawings and exhibits is discouraged; if included, these shall be limited to no more than three (3) such pages in 11 x 17 format. Proposals should be organized according to the previous section, and should include at least the requested information. Responses must be submitted no later than 4:00 p.m. on January 7, The District contact person for all matters regarding this RFP is: Dominic Dutra Dutra Cerro Graden, Inc. dba DCG Commercial 7600 Dublin Blvd., Suite 275 Dublin, CA Cell Phone: (510) ddutra@dcgrealestate.com All correspondence regarding the RFP process must be in writing or by . An informational meeting shall be held on November 14, 2013 at 10:00 a.m. in the District Offi ces, 5715 Musick Ave., Newark, CA The District shall review the proposals, request written clarifi cation from proposers if necessary, and may, at their sole discretion, select two or more proposers as fi nalists. The District shall have the right, but not the obligation, to appoint a proposal review committee to review the proposals received and make recommendations to the Board. The review process may include requests for clarifi cations and one or more presentations by the proposers. At the conclusion of the review process, the Board plans to select one proposer with whom to enter into an Option and Purchase Agreement. The District reserves the right to terminate this process at any point prior to the selection of a proposer, and solicitation of proposals in no way obligates the District to proceed with any agreement or development. Newark Unified School District / Request for Proposal: Ruschin Elementary 9

34 Proposal Requirements EVALUATION COMMITTEE The District shall have the right, but not the obligation, to have the evaluation of the proposal responses conducted by an Evaluation Committee selected by the District. The Evaluation Committee may include District staff members, representatives of other public agencies and departments, land use experts, community members, and/ or non-district personnel who may have demonstrated expertise. The Evaluation Committee would rank and recommend proposals to the Superintendent who will, in turn, make recommendations to the District Board of Education. Neither the Superintendent nor the District Board of Education is bound by the recommendations of the Evaluation Committee. The District Board of Education has the ultimate authority and responsibility for the selection of a developer, if any, for a proposed project. EVALUATION CRITERIA The District s evaluation criteria would include, but are not limited to: District Objectives as detailed herein; Proposer experience and reputation; Impact on District s ability to enhance long-term fi scal sustainability; Entitlement risk; Project quality; Design and construction capability and sensitivity to surrounding neighborhood; Project management capability, with a special emphasis on positive community engagement; Experience in public/private projects. EVALUATION PROCESS The initial review will compare all proposals for compliance with the submission requirements. Any proposals with signifi cant omissions may be rejected and the proposers will be notifi ed of their failure to comply with the requirements of the RFP process. The District reserves the right to request that proposers bring their submissions into compliance within a very short time period after notifi cation. A detailed, point-by-point comparison will be made of all complete proposals for District confidential review. Requests for clarification may be sent to a certain proposer. Proposers may be asked to attend a preliminary interview. Based on the evaluation criteria, the proposals will be rated and, at the District s sole discretion, sent for review by the Evaluation Committee. The Evaluation Committee may elect to choose several fi nalists who will be asked to an interview. The Evaluation Committee will recommend the selected proposer to the Superintendent, who will in turn make recommendations to the District Board of Education. One or more of the fi nalists may be requested to present their development proposals to the District Board of Education. At the January 14, 2014 District Board of Education Meeting, to be held at 7:00 p.m. in the District Offi ces, 5715 Musick Ave., Newark, CA 94560, the proposals which have been received will be examined and declared by the Board. One or more of the fi nalists may also be requested to present their development proposals at this meeting. The fi nal selection of the successful proposer will be made at a scheduled Board Meeting not less than thirty (30) sixty (60) days following the District Board of Education Meeting. Newark Unified School District / Request for Proposal: Ruschin Elementary 10

35 Exhibit A: Property Aerial Newark Unified School District / Request for Proposal: Ruschin Elementary 11

36 Sample Letter of Intent Exhibit B: Sample Letter of Intent This is a Letter of Intent ( LOI ) from to purchase certain real property from Newark Unifi ed School District (the District ). The Property is identifi ed as: Ruschin Elementary School ( Ruschin ), located at Ruschin Drive, Newark, CA 94560, APN 092A The following terms and conditions are proposed for this purchase: 1. Purchase Price: $, payable in full in cash at Closing, less deposits, as described below. 2. Close of Escrow: Shall occur on the earlier of (1) Tentative Map Approval, or (2) (number of months from the Effective Date of the Agreement). 3. Initial Deposit: Buyer will make an initial deposit of $ at the time a defi nitive Option and Purchase Agreement is agreed and executed, which will be immediately released to the District, and is non-refundable under any and all circumstances, but applicable to the Purchase Price. 4. Additional Deposits: Buyer will make a series of additional deposits, which will be released to the District as nonrefundable, but applicable to the Purchase Price, unless the District is unable to deliver good title to the Property. These deposits will be made as follows, each of which is subject to the Buyer s unilateral decision to proceed with the transaction. That is, if the Buyer decides to withdraw from the transaction before making any one of the deposits below, then that deposit, and any future deposits, will not be made, although those deposits already released to the District shall remain nonrefundable. a. Due Diligence (Days) : First Deposit Release $ b. Second Deposit $ c. Second Deposit Release (Days) : Third Deposit $ d. Third Deposit Release (Days) : Fourth Deposit $ e. Fourth Deposit Release (Days) : Fifth Deposit $ f. Fifth Deposit Release (Days) : Sixth Deposit $ g. Sixth Deposit Release (Days) 5. Withdrawal: Buyer may, at any time and in the Buyer s sole discretion, with or without stated cause, withdraw from this transaction, and thereafter have no obligations of any kind whatsoever to the District. Deposits made by Buyer prior to any such withdrawal will be retained by the District, as liquidated damages and not as a forfeiture, and Buyer will have no claim on them whatsoever, unless the reason for withdrawal is the District s failure or inability to be able to give good title to the Property, and the District has been unable to cure that condition in a reasonable period of time. In that case, all such deposits other than the Initial Deposit shall be promptly refunded to Buyer, without interest. Newark Unified School District / Request for Proposal: Ruschin Elementary 12

37 Exhibit B: Sample Letter of Intent 6. Inspections: Buyer shall be provided with the opportunity to enter the Property and conduct whatever physical inspections Buyer deems necessary and desirable. Buyer shall have the right to review any and all documentation, title reports, surveys, toxic and soil studies, and all other correspondence and documents relating to the Property, and the District shall promptly deliver to Buyer copies of all such documents in its possession, custody, or control. District staff and agents will cooperate fully with Buyer in providing such information as Buyer may reasonably require, regarding the history, use and condition of the Property. 7. Government Approvals: Buyer shall be seeking various government approvals as may be required for development of the Property in the manner Buyer intends, including a tentative subdivision map and other City permits. The District will cooperate with and assist Buyer as reasonably necessary in submitting applications for such approvals, including signing appropriate documents that may be required by government offi cials. If Buyer is unable to obtain such approvals in what Buyer considers to be a timely and reasonable manner, in Buyer s sole discretion, Buyer would expect to withdraw from this transaction, pursuant to Section 5 above. It is at Buyer s sole discretion as to whether and when to withdraw. 8. Other Provisions: 8.1 Buyer will request (in a defi nitive Option and Purchase Agreement) standard representations and warranties as are customary for transactions of this type, including with respect to authority, brokers, completeness of due diligence materials, absence of litigation, absence of hazardous materials or hazardous site conditions or underground storage tanks, absence of violations of law, and vacancy of all structures on the premises at Close of Escrow. 8.2 The District shall convey the Property to Buyer at Close of Escrow in substantially the same condition as at the present time, except as regards the condition of the improvements thereon (which Buyer shall be responsible for removing), and shall have cured any violation of applicable laws, regulations and codes, and shall have removed all monetary liens or other encumbrances to title that would prevent or impair good title from being passed to Buyer. 8.3 Buyer understands that the District has retained Dutra Cerro Graden, Inc. dba DCG Commercial ( DCG ) as its real estate agent in connection with this transaction, and that the District will be solely responsible for any compensation due to DCG based on its arrangements with the fi rm. Any compensation due to other real estate agents or brokers engaged or retained by Buyer in connection with this transaction will be the sole responsibility of the Buyer. 9. Definitive Purchase Agreement: As quickly as possible, but in no case longer than ten (10) days of the mutual execution of this Letter of Intent, Buyer intends to negotiate with the District and agree to a defi nitive Option and Purchase Agreement, but until that has been done, either party may withdraw from this transaction without further obligation of any kind to the other. 10. Approval Required by District Authorities: Buyer understands and acknowledges that the District s execution of the Option and Purchase Agreement must be conditioned on approval of its Board of Trustees. Buyer further understands that approval of the Board of Trustees will be obtained prior to execution of the Option and Purchase Agreement, but that the Option and Purchase Agreement will provide for subsequent approval and ratifi cation by the Board, based on the time required to schedule, notice, and conduct a meeting for that purpose. Buyer further understands that the Board of Trustees will move ahead as expeditiously as possible to obtain such approval. Newark Unified School District / Request for Proposal: Ruschin Elementary 13

38 Exhibit B: Sample Letter of Intent As Buyer has noted above, this LOI is not binding on either parties, and is intended to express Buyer s intentions to negotiate an Option and Purchase Agreement in conformance with this letter. Very truly yours, Buyer Agreed as above on (date) Authorized District Representative Newark Unified School District / Request for Proposal: Ruschin Elementary 14

39 Exhibit C: Sample Site Plan by KTGY Newark Unified School District / Request for Proposal: Ruschin Elementary 15

40 Exhibit D: Pricing Study by S. L. State & Associates In April of 2013, Dutra Cerro Graden, initiated an analysis conducted by S. L. State & Associates for the purpose of preparing pricing study for the Ruschin School Site property, located in Newark, CA. The focus of this analysis was to look at the fundamental issues that relate to the potential of bringing new single family homes in a market area that is currently under-supplied. The following 11 pages contains the full study completed by S. L. State & Associates. Newark Unified School District / Request for Proposal: Ruschin Elementary 16

41 PRICING STUDY RUSCHIN SCHOOL SITE PRESENTED TO: DUTRA-CERRO-GRADEN PRESENTED BY: S. L. STATE & ASSOCIATES JULY 31, 2013

42 INTRODUCTION In April of 2013, Dutra-Cerro-Graden, initiated an analysis conducted by S. L. State & Associates for the purpose of preparing pricing study for the Ruschin School Site property, located in Newark, CA. The focus of this analysis will be to look at the fundamental issues that relate to the potential of bringing new single family homes in a market area that is currently under-supplied. The Report will provide: Recommended base prices for the programs provided. A preliminary estimate of the premiums that are expected for this site will be provided. Project a rate of absorption and appreciation through THE SITE We will be considering three different programs, ranging from an Alley-Loaded Paseo Program a larger lot program which has been established to conform to the neighborhood s desire to emulate the housing types that are currently in the community, and the result is a product we believe has a tremendous amount of demand in this dynamic marketplace. S. L. STATE & ASSOCIATES (925)

43 For the purpose of this pricing update, we will be looking to provide pricing for Site Plan Alt B & C. Both plans will include 31 single family, front-loaded homes on lots that are 55 X 90. Plan B will add to that, 71 small-lot rear loaded homes on lots that are 30 X 65, and Plan C will include 54 cluster lots that are 43 X 50. S. L. STATE & ASSOCIATES (925)

44 SITE PLAN - ALT C 2-STORY SFD - 43' x 50' SF LOTS CLUSTER LOTS 4.0/Mo Plan Stories Bedrooms Bathrooms Garage Sq. Ft. $ Per SF Base + 1.5% Average Premium Effective Base Price $ Per SF 1.5% 3.0% Appreciation 4.5% Appreciation 4.5% Appreciation 5.0% Appreciation 6.0% Appreciation LOFT Car 1,700 $630,000 $371 $639,450 $648,900 $678,101 $708,615 $744,046 $788, Car 1,834 $655,000 $357 $664,825 $674,650 $705,009 $736,735 $773,571 $819, LOFT Car 2,108 $705,000 $334 $715,575 $726,150 $758,827 $792,974 $832,623 $882,580 SITE PLAN - ALT C 3-STORY SFD - 30' x 65' PASEO PRODUCT 4.0/Mo Plan Stories Bedrooms Bathrooms Garage Sq. Ft. $ Per SF Base + 1.5% Average Premium Effective Base Price $ Per SF 1.5% 3.0% Appreciation 4.5% Appreciation 4.5% Appreciation 5.0% Appreciation 6.0% Appreciation OFFICE Car 2,050 $655,000 $320 $664,825 $674,650 $705,009 $736,735 $773,571 $819, Car 2,150 $675,000 $314 $685,125 $695,250 $726,536 $759,230 $797,192 $845, Car 2,275 $695,000 $305 $705,425 $715,850 $748,063 $781,726 $820,812 $870,061 SITE PLAN - ALT B & C RUSCHIN SCHOOL SITE RECOMMENDED PRODUCT - SIZE - PRICING & PLAN MIX 31-Jul-13 1,881 $663,333 $354 1-STORY (POP-UP) SFD - 55' X 90' SF LOTS 4.0/Mo Plan Stories Bedrooms Bathrooms Garage Sq. Ft. $ Per SF Base + 2% Average Premium Effective Base Price $ Per SF 2.0% 3.0% Appreciation 4.5% Appreciation 4.5% Appreciation 5.0% Appreciation 6.0% Appreciation OFFICE Car 2,169 $750,000 $346 $765,000 $772,500 $807,263 $843,589 $885,769 $938, POP-UP STORAGE 2,453 $790,000 $322 $805,800 $821,916 $846,573 $884,669 $928,903 $984, POP-UP 4 + LOFT Car 2,805 $845,000 $301 $857,675 $857,675 $883,405 $923,158 $969,316 $1,027,475 2,476 $795,000 $323 PROJECTION OF AVE. PRICE/BY YEAR INCLUDING AVE. PREMIUMS PROJECTION OF AVE. PRICE/BY YEAR INCLUDING AVE. PREMIUMS PROJECTION OF AVE. PRICE/BY YEAR INCLUDING AVE. PREMIUMS S. L. STATE & ASSOCIATES (925)

45 For the housing at the subject site, the school attendance is as follows: RUSCHIN SCHOOL SITE SCHOOLS OVERALL RANK 2011 API 2012 API ELEMENTARY KENNEDY MIDDLE NEWARK JR. HIGH HIGH NEWARK HIGH SCHOOL RUSCHIN SCHOOL SITE BUYER PROFILE S. L. STATE & ASSOCIATES (925)

46 S. L. STATE & ASSOCIATES (925)

47 S. L. STATE & ASSOCIATES (925)

48 S. L. STATE & ASSOCIATES (925)

49 S. L. STATE & ASSOCIATES (925)

50 43 X 50 TWO-STORY PROGRAM S. L. STATE & ASSOCIATES (925)

51 S. L. STATE & ASSOCIATES (925)

52 55 X 90 LOT SINGLE-STORY POP-UP PROGRAM S. L. STATE & ASSOCIATES (925)