REQUEST FOR PROPOSALS for Exchange of Real Property Eugene Brucker Education Center, Fremont/Ballard Center, Instructional Media Center

REQUEST FOR PROPOSALS for Exchange of Real Property Eugene Brucker Education Center, Fremont/Ballard Center, Instructional Media Center owned by San Diego Unified School District and located at 4100 Normal Street, San Diego, 92103 2375 Congress Street, San Diego, 92110 2441 Cardinal Lane, San Diego, 92123 I. INTRODUCTION The San Diego Unified School District (District), is requesting highly qualified Proposers (Proposers) to respond to this Request for Proposals (RFP) to exchange the following District owned real property: Eugene Brucker Education Center (Ed Center), Fremont/Ballard Center, Instructional Media Center, located at: 4100 Normal Street, San Diego, 92103, 2375 Congress Street, San Diego, 92110, and 2441 Cardinal Lane, San Diego, 92123 (District Exchange Properties) and as further described in this RFP, to secure a suitable property to become the new District Central Office, additional requirements are described in Section IV Exchange Objectives. The District will structure the relationship with the selected Proposers using an Exchange of Real Property Agreement as allowed under California Education Code section 17536 17538 et seq. The District reserves the right to verify sources to determine that the Proposers stated qualifications are true, accurate and will serve the interests of the District. The District s decision will be based on the Proposers response to the RFP (Proposal), ability to deliver on that Proposal, and the proposed exchange property(ies) suitability to the District. II. CRITICAL DATES AND INFORMATION FOR THE PROPOSAL A. Exchange Proposal Due Date: The Proposal shall be marked CONFIDENTIAL REQUEST FOR PROPOSALS EXCHANGE OF REAL PROPERTY OWNED BY SAN DIEGO UNIFIED SCHOOL DISTRICT and delivered no later than March 15, 2018, 3:00 p.m. to: San Diego Unified School District Real Estate Department 4860 Ruffner Street, Annex 14 San Diego CA 92111 ATTENTION: Gene Fuller Submission of the exchange Proposal by facsimile or e mail is not acceptable. Proposals not received by the deadline will be returned unopened. 2

B. Mandatory Pre Submittal Conference: Pre submittal conference on February 7, 2018, from 3:00 p.m. to 4:00 p.m. at the District s Physical Plant Operations Center, Training Room A & B, 4860 Ruffner Street, Annex 14, San Diego, CA 92111. Proposers are required to attend. Consultants are also encouraged to attend and network with prospective proposers. The District will make land records available on our website https://www.sandi.net/staff/real estate and rentals/property exchange on February 7, 2018. C. Questions pertaining to the RFP: Questions related to this RFP should be submitted in writing to gfuller@sandi.net no later than February 7, 2018, at 5:00 pm. Specify RFP for Exchange of Real Property in the subject line. Responses to all questions received will be posted no later than 5:00 pm on February 14, 2018 on the District website, https://www.sandi.net/staff/real estate and rentals/property exchange. D. Schedule of Events (Subject to Change): EVENT DATE RFP Release December 2017 District Exchange Properties Visits Upon Request January March 15, 2018 Mandatory Pre Submittal Conference February 7, 2018, 3:00 p.m. Deadline for Questions Regarding the Proposal February 7, 2018 Response to Questions Received February 14, 2018, 5:00 p.m. Proposals Due March 15, 2018, 3:00 p.m. Review of Proposals, Evaluate Qualifications & Reference March 15 April 2018 Checks Interviews if Necessary April May 2018 In Closed Session, Presentation of Recommended Proposals for Board Review and Board Authorization to Negotiate Exchange with a Proposer April May 2018 District and Proposers Negotiate Exchange May June 2018 Agreement (Must Include Appraisal Information Regarding Fair Market Value ( FMV )) Finalize Proposed Agreement and Schedule for Board Approval June 2018 Board of Education Approves Exchange Agreement June 2018 Exchange Closing To be determined during negotiations 3

III. DISTRICT EXCHANGE PROPERTIES DESCRIPTION ED CENTER 4100 Normal Street, San Diego, 92103 Ed Center exchange acreage is approximately 11 acres after lot line adjustment to separate the elementary school site. The entire parcel is 17.58 acres. The maps below show the location of the Ed Center site in relation to the greater San Diego area and an aerial view of the site. 4

Property Details Current Use Size Access Automobile Public Transit Zoning Utilities Availability Electric Gas Sewer / Storm Water School District administration and an active elementary school. 11.17 acres after lot line adjustment (includes historical building). Birney Elementary not included. From Normal Street, Campus Avenue and Park Blvd. Bus route on Park Blvd. RM 2 5, Residential Multiple Units 5

APN 445 300 02 00 SDUSD District / Board Member D / Richard Barrera (Board President) City Council District / Council Member 3 / Chris Ward Environmental. Considerations Site is mostly flat with access on all sides and has a triangular shape. Existing Improvements (Does not include Birney Elementary School Site) # of Buildings / # of Portables/Relocatables 9 buildings / 21 portables Existing Space Use District Administration, School Police, Personnel Square Feet 131,182 buildings/22,552 portables Condition Fair to Good Buildings range from 1910 (historical) to 1952 Age Portables/Relocatables range from 1947 to 2000 [The remainder of this page is intentionally left blank] 6

FREMONT BALLARD CENTER 2375 Congress Street, San Diego, 92110 Fremont Ballard Center a 4.39 acre site on 2 parcels, which includes administrative school District offices, District training facilities and a virtual high school. The maps below show the location of the Fremont Ballard Center site in relation to the greater San Diego area and an aerial view of the site. 7

Property Details Current Use Size Access Automobile Public Transit Zoning School District administrative offices, District training facilities and a virtual high school. 4.39 acres From Congress Street, Jefferson Street and Conde Street Half a mile from Old Town Transit Center with Bus and Trolley stops Old Town Planned District Public Property Parking A The old town community plan is currently being updated with an anticipated approval date of March 2018. The proposed density for the site is 54 DU/ac. 8

Utilities Availability Electric Gas Sewer / Storm Water APNs 443 721 37 and 443 721 38 SDUSD District / Board Member C / Michael McQuary City Council District / Council Member Environmental. Considerations 3 / Chris Ward Site is 3 tiered with access on three sides and has a rectangular shape. Existing Improvements # of Buildings / # of Portables/Relocatables 1 building / 15 portables Existing Space Use District Administration, staff training facilities and virtual high school Square Feet 15,230 buildings/13,670 portables Condition Average to Good Age Building was completed in 1948. Portables/Relocatables range from 1967 to 1999 [The remainder of this page is intentionally left blank] 9

INSTRUCTIONAL MEDIA CENTER 2441 Cardinal Lane, San Diego, 92123 Instructional Media Center exchange acreage is approximately 6.39 acres after lot line adjustment to separate the elementary school site and the District administrative site that is not a part of the exchange. The entire parcel is 23.21 acres which includes an active elementary school and administrative school District offices. The maps below show the location of the Instructional Media Center site in relation to the greater San Diego area and an aerial view of the site. 10

Property Details Current Use Size Access Automobile Public Transit Zoning Utilities Availability Electric Gas Sewer / Storm Water School District administrative offices. 6.39 acres after lot line adjustment. From Cardinal Lane and Cardinal Drive Half a mile from Genesee Avenue with bus route RS 1 7 11

APN 677 010 02 SDUSD District / Board Member B / Kevin Beiser (Board Vice President) City Council District / Council Member 7 / Scott Sherman Environmental. Considerations Site is triangular shaped with existing structures, bifurcated by a public road. Existing Improvements # of Buildings / # of Portables/Relocatables 1 building / 5 portables/ 2 storage sheds Existing Space Use District administration Square Feet 68,517 buildings/18,008 portables Condition Average to good Building was completed in 1966. Age Portables/Relocatables range from 1987 to 1998 [The remainder of this page is intentionally left blank] 12

IV. PROPERTY EXCHANGE OBJECTIVES The District is interested in Proposals to transfer ownership of the District Exchange Properties for a single property that will become the new District Central Office within an arrangement that meets requirements as set forth in California Education Code sections 17536 to 17538 for exchange of property. The Education Code has the following conditions and requirements: 1. The governing board of a school district may exchange any of its real property for real property of another person or private business firm. (Education Code Section 17536); 2. Before ordering any exchange of real property the board shall adopt, by a two thirds vote of its members, a resolution declaring its intention to exchange the property. (Education Code Section 17537). The District shall select the Proposal that best meets its needs and goals. The District will consider 1) contiguous property(ies) best suited for its needs for a new consolidated Central Office building(s); 2) have the shortest, but most favorable escrow period; and 3) receive the highest and most beneficial compensation, but not less than FMV. The District reserves the right to reject any and all Proposals. A. Acceptable Exchange Site Characteristics: This exchange is anticipated to include the listed District Exchange Properties for suitable land and buildings (new construction or existing) to become the new District Central Office. This would be in the form of one or multiple building structures on one site. The District requires the property(ies) for consideration have the following characteristics: 1. Shall be fully controlled by the Proposers. Proposers ideally will own the property to be exchanged to the District in fee simple. Property(ies) under an enforceable purchase agreement in favor of the Proposers may be considered. However, the Proposers must have express authorization and ability to assign the agreement without approval by the seller/owner to the District. 2. Shall be centrally located within the District s boundaries (see attached Exhibit A). 3. Shall be near major freeways. 4. Building(s) shall be a minimum of: 180,000 square feet Include an auditorium of 15,000 square feet minimum Include a loading dock, warehouse/storage for books and educational equipment, facilities for an Emergency Operations Center and District Police Services 13

Office space and appurtenances to accommodate 700 employees with appropriate parking ratios 5. Shall be free of improvements that provide no value to the District such as buildings or other improvements. The Proposers shall be responsible to deliver property(ies) free of such improvements to the District unless the District determines them to be a benefit to its future uses. 6. Shall have marketable title free and clear of encumbrances including, but not limited to, deeds of trust. B. Deposits Within ten (10) days of District s Board approval of negotiations for an exchange with a proposer, the proposer shall submit a $250,000 deposit to the District which shall be credited to the exchange if an exchange agreement is approved by the Board. If the proposer terminates negotiations, through no fault of the District, the deposit shall be considered liquidated damages retained by the District on the basis that it is impracticable or extremely difficult to fix actual damages. C. Exchange Value and Other Consideration District must receive at least FMV for the District Exchange Properties. FMV may be received as a combination of real property, cash or other consideration by the Proposers to the District if the FMV of the District Exchange Properties exceeds the FMV of the Proposers exchange property(ies). Appraisals, during the course of negotiation with a selected proposer, shall be prepared and made available by the District and the Proposer during the course of negotiations and prior to final approval by the Board. D. Close of Escrow The District seeks the shortest close of escrow possible. To be determined during negotiations and based on upon the transactions necessary to complete the property exchange. E. Financing The Proposers must secure its own financing to acquire the District Exchange Properties. The District shall, in no event, be providing financing in order to facilitate the exchange of the Proposers property. F. Fees The District shall not pay any development fee, brokerage fees or commissions, appraisal fees, or finder s fees to the Proposers or any affiliate or representative of the Proposers. 14

G. District Exchange Properties Project Cost The District shall not pay any cost related to the Proposers pre development, development, financing, or construction cost associated with the Proposers project at any of the District Exchange Properties. The cost of any studies or reports, including Phase 1 reports and appraisals and FMV appraisals, that the District requires from the Proposers shall be paid for by the Proposers and will not be paid for or be credited to them through the exchange. H. District Participation The District shall only commit to limited participation at its discretion to assist the Proposers with due diligence by providing access to the District Exchange Properties, providing available, pertinent documents relating to the District Exchange Properties, and sharing information with the Proposers consultants, lenders, or other parties to assist in the due diligence, feasibility analysis, project design and close of escrow. The District Exchange Properties will be exchanged in an as is condition. V. PROPOSAL FORMAT AND CONTENT The Proposal shall be clear, concise, complete, well organized and demonstrate the Proposers qualifications to perform the exchange. Five (5) bound copies of the Proposal should be provided, with all materials bound to an approximately 8 1/2" x 11" format, not to exceed forty (40) single sided pages total length. Pages must be numbered. District will not count, in the total, the graphic cover sheet, cover letter, table of contents, financial information, blank section dividers (tabs) and a maximum of 6 resumes (demonstrating team experience with their proposed project(s) and development projects, generally). The Proposal shall be sealed with the Proposers name, address, and Confidential REAL PROPERTY EXCHANGE OWNED BY SAN DIEGO UNIFIED SCHOOL DISTRICT clearly visible on the outside. All Entities are requested to follow the order and format specified below. Please tab each section of the submittal to correspond to the numbers/headers shown below. Submittal Cover Include the Proposal title and submittal due date, the name, address, fax number, and the telephone number of Proposers (or Entities for joint venture or association). 1. Table of Contents Include a complete and clear listing of headings and pages to allow easy reference to key information. 2. Cover Letter Include a cover letter signed by an officer of the Proposers submitting the Proposal, or signed by another person with authority to act on behalf of and bind the Proposers. 15

The letter should certify that the information contained in the Proposal is true and correct, and that the signatory(ies) has authority to act on behalf of and bind the Proposers. Please also indicate the contact person(s) for the negotiations and provide email address, mailing address, fax number, and the telephone number. 3. Executive Summary Briefly summarize your Proposal. Entities are encouraged to provide comments on the proposed team, its past performance or track record of the team members, proposed exchange property(ies), other potential consideration to be given to the District if necessary to provide the District at least FMV or other agreed to consideration, and agreement terms including closing, and participation requested of District, and briefly describe your company philosophy on collaboration with public agency partners. 4. General information Include number of employees, years in business, name(s) of owner (& home office location, local office location (if different)), types of licenses held, primary business types and market areas. 5. Organization Show an organizational chart for the team indicating principals, project managers and other vital managerial and leadership staff. Give a brief description of the roles of each person on the team and their office location. In narrative form, briefly discuss each member's experience and its relevance to the Proposal. 6. Experience Describe your specific experience with transactions with K 12 public school districts or other public agencies. 7. Property Description of the Property to Be Exchanged Describe the property(ies) the District shall receive in sufficient detail to be exchanged including the address, assessor parcel number, size in acres and square feet, its zoning, any potential land use entitlements needed by the District for the District s intended use, utilities serving the site, utilities not readily available at the site that may need to be extended, developed or improved, improvements to be demolished on the site prior to transfer to the District, and other characteristics that may benefit the District. 8. Proposed Financial and Other Transaction Terms Describe the anticipated value of the property(ies) the District shall receive in the exchange (i.e. recent appraisal, Broker Opinion of Value, pro forma) and any other consideration that may be provided to ensure the District shall receive FMV for the District Exchange Prosperities. Describe the proposed closing schedule and other pertinent terms concerning the transaction with the District. Proposers must provide proof of site control in sufficient detail. If the property to be received by the District is not owned in fee title by the Proposers, the Proposers shall provide its purchase agreement to the District. Should the Proposers expect to have to provide other consideration to the District, based upon the appraisals, the Proposers shall 16

demonstrate its ability to provide this consideration to the District in the form of a letter of credit, loan commitment, its own cash reserves, or letter from investor who can demonstrate an equal level of proof of funds to deliver the potential additional consideration. 9. Proposed Development of District Exchange Properties Provide a description of the proposed development planned at the District Exchange Properties including product type i.e. residential or mixed use, for residential market served i.e. market rate, affordable, for rent or for sale, architectural style, approach to preserving any District Exchange Properties improvements, proposed land use entitlements required, and other pertinent information that describes the project(s). Including use of existing designated historical buildings. 10. The Proposers shall make available to the District an electronic copy of a preliminary title report of the proposed property(ies) dated after January 1, 2018. The Proposers shall provide an electronic copy of a recent Phase I ESA to the District. The Proposers shall provide a list of other studies or reports available for the conditions of the proposed property(ies) to be received by the District through the exchange to evaluate the viability of the proposed property(ies) to be received by the District. VI. SELECTION PROCESS The District will determine, after the submission date, which Proposal or Proposals shall be recommended to the Board. The District will provide written notification of those Proposals which were not recommended for the exchange. A. Selection Committee: District staff and external real property experts will make up the Selection Committee to evaluate the Proposals. Committee members will be chosen from applicable disciplines with subject matter expertise. B. Selection Process: The Selection Committee will evaluate the Proposals based on the quality of the materials submitted pursuant to Section V of this RFP. Using the evaluation criteria listed in the following table, materials will be evaluated and scored based on their completeness, feasibility, innovation, and responsiveness to the District s stated objectives. Evaluation Criteria includes, but is not limited to: 1. Demonstrate experience to successfully assemble and complete a property exchange. 2. Creative and feasible approaches to providing the District with a functional asset that meets its requirements 3. Have demonstrated ability to perform successful community engagement on projects. 17

District staff will select a team with the highest combined scores from the Selection Committee. In addition, the District may conduct interviews with the highest scoring team. C. Communication: Proposers are prohibited from contacting any Board member or their staff in reference to this RFP other than in public during a public hearing to assure a fair and equitable process. Proposers failing to abide by this prohibition will be disqualified from submitting. 18

EXHIBIT A 19