Agenda packet — Concord City Council, August 26, 2023 (part 1 of 3)

1 COUNCILMEMBERS
Laura M. Hoffmeister, Mayor
Edi E. Birsan, Vice Mayor
Dominic D. Aliano
Laura M. Nakamura
Carlyn S. Obringer
Civic Center
1950 Parkside Drive
Concord, CA 94519
www.cityofconcord.org
Special Meeting of the
Concord City Council/City
Council Sitting as the
Local Reuse Authority
Saturday,
August 26, 2023
9:00 a.m. - Open Session Council Chamber
1950 Parkside Drive
and/or Various
telephonic/electronic
locations
*IMPORTANT NOTICE ABOUT PUBLIC COMMENTS AND MEETING PARTICIPATION* UPDATED AUGUST 10, 2023
Members of the public are invited to attend and participate at: Council Chamber, 1950 Parkside Drive, Concord, CA.

As a courtesy and technology permitting, members of the public may continue to provide live remote oral public comment via the City’s Zoom Platform. However, the City cannot guarantee that the public’s access to teleconferencing technology will be uninterrupted, and technical difficulties may occur from time to time. In those instances, so long as the public may still attend the meeting in person, the meeting will continue. Members of the public desiring to provide comments as a part of the meeting are encouraged to either submit written comments before 3:00 p.m. the day before the meeting or to attend the meeting in person.

Under California law, public comments at special meetings are limited to subjects on the agenda only.
2 HOW TO PARTICIPATE
The public is invited to participate in the City Council meeting using any of the following methods:
For meeting interpretation from English to Spanish during the meeting, please join the meeting Zoom webinar by following THIS LINK.
Para traducción de Ingles a Español durante esta junta, por favor entre a la junta de Zoom usando ESTE ENLACE

1. IN PERSON:
a.Members of the public can provide in-person comments in the Council Chamber.

Members of the public are encouraged, but not required, to fill out a speaker card. The Council Chamber will have seating available for members of the public to attend in person up to full seating capacity.

2. REMOTE:
a. Zoom:
https://cityofconcord.zoom.us/j/87410958996?pwd=OVoxODd1MGlwdU11NHVMcVBpd 0VXdz09 or Zoom Webinar ID: 874 1095 8996 and Passcode: 438265 b.Zoom Phone Numbers. Dial Toll Free: (669) 900-6833 or (346) 348-7799 or (253) 215- 8782.
c.During the meeting, each period for public comment will be announced, and participants may use the “Raise Hand” feature on Zoom to request to speak. If calling in via Zoom use *9 to raise and lower your hand. The meeting host will call on you, by name, and promote you to panelist in the webinar so you can be seen via your camera. Please enable your microphone when it is your turn to speak. In order to ensure the orderly administration of the meeting using this method, providing your name is encouraged, but is not required. (If you need instructions on how to use this feature, please contact the City Clerk before 3:00 p.m. the day before the meeting at [email protected]).

3. EMAIL:
a.Public comments can also be submitted via email to [email protected]. Please note that emailed comments will not be read aloud by staff. Any public comments received up until 3:00 p.m. the day before the meeting date will be:

1. distributed to the Council before the meeting,

2. posted online for public inspection at
https://stream.ci.concord.ca.us/OnBaseAgendaOnline/Meetings/Search, and

3. inserted into the meeting record.
b.As emails containing public meeting comments are part of the official record, note that personal contact information may be published if it is included with your email. 3 4. TO WATCH OR LISTEN ONLY:
a.Watch on TV on Comcast Channel 28, Astound/Wave Channel 1026, and AT&T U-verse Channel 99
b.Watch the TV broadcast through the City’s website by following THIS LINK c.Watching Live Streaming of the meeting by following THIS LINK d.Join the Zoom webinar by following THIS LINK

OPEN SESSION

1. OPENING
Roll Call – Announcements/Consideration and Approval of Requests by Councilmembers to Participate Remotely Pursuant to AB 2449

2. CITY COUNCIL/LOCAL REUSE AUTHORITY (LRA) CONSIDERATION ITEM The public is entitled to address the City Council/Local Reuse Authority (LRA) on items appearing on the agenda before or during the City Council/Local Reuse Authority (LRA) consideration of that item.

Each speaker will be limited to approximately three minutes. Please see “How to Participate” above. a. Considering – the selection of a preferred Master Developer for the former Concord Naval Weapons Station, with finalization of such selection subject to Master Developer entering into an Exclusive Negotiating Agreement with the Local Reuse Authority (LRA) in form acceptable to and approved by the City Council at a subsequent Council meeting. Report by Guy Bjerke, Director of Economic Development and Base Reuse.

CEQA: Not a project/exempt per CEQA Guidelines Sections 15060(c)(2), 15378 and/or 15061(b)(3).

3. ADJOURNMENT
Next Meeting: Special Joint Meeting with Mt. Diablo Unified School District Date: 8/29/2023 6:00 PM at District Offices

NOTICE TO THE PUBLIC
There is a 90-day limit for the filing of a challenge in the Superior Court to certain City administrative decisions and orders which require a hearing by law, the receipt of evidence, and the exercise of discretion. The 90-day limit begins on the date the decision is final (Code of Civil Procedure §1094.6). Further, if you challenge an action taken by the City Council in court, you may be limited by California law to raising only those issues you or someone else 4 raised in the hearing or in a written correspondence delivered to the City Council prior to or at the hearing.

In accordance with the Americans with Disabilities Act and California Law, it is the policy of the City of Concord to offer its public programs, services and meetings in a manner that is readily accessible to everyone, including those with disabilities. If you are disabled and require a copy of a public hearing notice, or an agenda and/or agenda packet in an appropriate alternative format; or if you require other accommodation, please contact the ADA Coordinator Tianjun Cao at (925) 671-3243 or [email protected], at least 24 hours in advance of the meeting. Advance notification within this guideline will enable the City to make reasonable arrangements to ensure accessibility.

Staff Report
Date: August 26, 2023
To: City Council/City Council Sitting as the Local Reuse Authority From: Valerie J. Barone, City Manager
Prepared by: Guy Bjerke, Director of Economic Development & Base Reuse [email protected]
(925) 671-3076
Subject: Considering the selection of a preferred Master Developer for the former Concord Naval Weapons Station, with finalization of such selection subject to Master Developer entering into an Exclusive Negotiating Agreement with the Local Reuse
Authority (LRA) in form acceptable to and approved by the City Council at a subsequent Council meeting.

CEQA: Not a project/exempt per CEQA Guidelines Sections 15060(c)(2), 15378 and/or 15061(b)(3).

Report in Brief
The City Council, sitting as the Local Reuse Authority (LRA),1 is meeting to interview, evaluate, and select a Master Developer for the former Concord Naval Weapons Station (CNWS).

The LRA issued a Request for Qualifications (RFQ) on May 15, 2023, and two Master Developer Teams – Brookfield Properties (Brookfield) and Housing America Partners (HAP) – responded with Statements of Qualifications (SOQ) by the 3 p.m., July 14, 2023 deadline.

The LRA Team (city staff and consultants) have reviewed each SOQ and prepared a Summary Table to assist the City Council in its evaluation of the submitted information. (Attachment 1.)
1 All references to the City Council in this staff report also mean the City Council sitting as the LRA.

2.a2.a2.a2.a2.a2.a2.a2.a2.a

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City Council Agenda Report
Agenda Item No. 2.a
August 26, 2023
The Brookfield SOQ answered all questions and provided the information requested in the RFQ. Because the Brookfield submittal was timely, complete, and responsive, Brookfield has been invited to participate in the August 26, 2023 selection meeting.

The HAP SOQ failed to provide certain information requested in the RFQ and also failed to provide complete answers to various questions posed in the RFQ. Those deficiencies are noted in the Summary Table (Attachment 1) and will be highlighted in the Analysis Section of this report. The incomplete nature of HAP’s SOQ makes it extremely difficult to determine their ability to serve as Master Developer. The ability to make that determination was the key goal of the RFQ. Therefore HAP has not been invited to participate in the August 26, 2023 selection meeting.

At the August 26, 2023 meeting, Brookfield will make a presentation to the City Council and answer Council questions to supplement the information provided in their SOQ and the evaluation comments in the attached Summary Table. Staff recommends that the Council take public comment after Brookfield has completed their presentation and responded to Council questions and before Council deliberation. This will afford the public and other interested parties the opportunity to hear Brookfield’s presentation and answers to Council questions before providing public comment. And, it will give Council the benefit of public comment before their deliberations. Prior to the Brookfield interview, Council will review the staff drafted interview questions and approve them with changes requested by Council, if any.

After hearing the Brookfield presentation, Council questions, and public comment, the City Council will discuss and identify a preferred Master Developer who, upon negotiating and entering into an Exclusive Negotiating Agreement (ENA) and negotiating and agreeing to a Term Sheet, both in form acceptable to LRA and approved by the Council at future Council meetings, would become the selected Master Developer for the CNWS.

This staff report, together with the Summary Table and Statements of Qualifications (from both Brookfield and HAP), are being released to the City Council, Master Developer Teams, and the public on Friday, August 11, 2023, which is over two weeks in advance of the City Council/LRA’s consideration of this item at the public meeting on Saturday, August 26, 2023. This is being done in order to allow all interested parties ample time to review all documents and come prepared to the meeting on August 26.

Recommended Action
Discuss and agree to a set of questions for the Brookfield interview; hear a presentation from, and ask questions of, Brookfield; take public comments; discuss and identify a preferred Master Developer to work with staff on the next step in the selection process, preparing an Exclusive Negotiating Agreement that will require subsequent Council/LRA action.

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City Council Agenda Report
Agenda Item No. 2.a
August 26, 2023
Background
The City Council/LRA met on March 14, 2023, to discuss and provide direction to staff regarding a new Master Developer Selection Process. The purpose of that meeting was to discuss the approach to restarting the CNWS Reuse Project. A restart became necessary following the expiration of the LRA’s ENA with Concord First Partners (CFP) on January 31, 2023.

On May 9, 2023, the City Council/LRA considered a draft RFQ as the recommended approach to selecting a new Master Developer. The RFQ approved by the City Council included specific questions for respondents to answer in addition to providing their qualifications to implement the project. The RFQ also required that respondents provide their review of the Exclusive Negotiating Agreement, comment on the CFP Term Sheet, and submit a signed Project Labor Agreement as part of their response.

The RFQ was publicly advertised on May 15, 2023, including direct distribution to known interested parties and the list of Surplus Land Act2 interested developers maintained by the California Department of Housing and Community Development (HCD) including HCD itself. The RFQ and clarifying answers resulting from the Pre- Response Conference held on June 1, 2023 and/or subsequent inquiries are posted on the project website at: https://concordreuseproject.org/193/Master-Developer-Selection- 2023
The LRA received Statements of Qualifications from two Master Developer Teams by the 3:00 p.m. deadline on July 14, 2023:

1. Brookfield Properties, and

2. Housing America Partners (HAP)
Analysis
The LRA Team3 (city staff and consultants) have reviewed each SOQ and prepared a Summary Table to assist the City Council in its evaluation of the submitted information. (Attachment 1) The LRA team has determined that Brookfield’s submittal was timely, complete and responsive, and that HAP’s submittal was incomplete and non- responsive.

Other than contacting and confirming provided references and confirming the accuracy of relevant litigation disclosures, the LRA Team limited its review to information provided in the SOQs by the 3 p.m., July 14, 2023 deadline.
2 The Surplus Land Act – [Government Code, Title 5, Division 2, Part 1, Chapter 5, Article 8. Surplus Lands] seeks to promote affordable housing development on unused or underutilized public land throughout the state. 3 LRA Team (for purposes of the SOQ review): Guy Bjerke, Director-Economic Development & Base Reuse; Joan Ryan – Community Reuse Area Planner; Paul Silvern – HR&A Advisors; Tom Jirovsky and Mary Smitheram-Sheldon – ALH Economics; Suzanne Schwab – Placeworks; and Jerry Ramiza – Burke, Williams & Sorenson.

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City Council Agenda Report
Agenda Item No. 2.a
August 26, 2023
Summary Table
The LRA Team summarized how the SOQs responded to the Selection Criteria included in the RFQ. The LRA Team also performed reference checks on financial capabilities, litigation records, and public agency relationships. The results of this work are included in the Summary Table. The Summary Table also notes each Master Developer Team’s answers to the seventeen (17) questions posed by the RFQ, summarizes the team experience, and includes, in the case of Brookfield, their having provided comments on the draft Exclusive Negotiation Agreement and CFP Term Sheet which were required by the RFQ. See Attachment 1. HAP submitted no comments on those items.

Selection Criteria
For reference, the Selection Criteria the City Council/LRA determined, in a public meeting on May 9, 2023, to use in making a Master Developer selection are listed below. While they are presented in order of importance, the City Council will base its decision on the overall RFQ/SOQ process, including each SOQ as a whole, the LRA Team’s Summary, oral and written staff reports, Brookfield interview, public input, and other relevant information and materials presented at this public meeting held to consider the Master Developer selection.
 Demonstrated understanding and commitments of the developer to satisfy the City’s priorities for the CNWS, including development vision as expressed in the CRP Area Plan and community facilities in Section 3.4, including the Concord First commitment found in Section 3.11.
 Financial capability and history of successfully financing projects of a similar scale, particularly those with a large infrastructure component.  Respondent’s identified Internal Rate of Return threshold for the project.  Experience of Lead Developer with successful completion of similar projects, including projects that are large-scale, mixed-use, military base reuse, and transit oriented.
 Organization of the Master Developer Team and any other members of the Project Team.
 Experience of principal technical subconsultants (Project Team members who are not the Lead Developer) – such as architects, engineers, permitting, and remediation specialists.
 Response to Review of Exclusive Negotiating Agreement  Response to Comments on CFP Term Sheet
 Responses received from financial references provided as requested in #7 of Section 5.2.5 and public agency references provided as requested in #8 of Section 5.2.3.

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City Council Agenda Report
Agenda Item No. 2.a
August 26, 2023
RFQ Questions
For ease of reference, the 17 City Council/LRA required questions asked of each Master Developer Team in the RFQ are shown below. The responses are in each respondents submittal and in the summary table:

2. Provide one color illustration not to exceed an 11” x 17" format expressing in a high-level schematic representation the development vision described in item 1, above. The illustration should highlight the proposed initial phase of development per the response to item 5, below. This illustration will be considered in the SOQ evaluation process but will be given less weight in the overall evaluation than other elements of the SOQ. The illustration is intended to serve the dual purpose of: (1) helping to communicate the Respondent’s general intentions for build-out of the Development Footprint; and (2) stimulating further public discussion and awareness about the future of the Development Footprint.

3. The LRA seeks a committed development partner for this Project. Please describe your preferred approach to working in partnership with the City Council and staff to complete detailed planning and entitlements through to Project implementation. Specify how you would approach partnering with the LRA to engage a broad spectrum of Concord residents and stakeholders as planning, entitlement, and development progress.

4. How would you expect to work with the LRA to achieve the 25% affordable housing commitment? The LRA’s expectations for the Master Developer are described in Section 3, so this question focuses on how you would incorporate affordable housing into the planning and entitlement process and work with partners toward implementation.

5. How would you approach phasing the Project, taking into consideration the constraints of availability of land transfer from the Navy described in Section 3.2? Where would you expect to start development, and why do you think that is the right place to start? How would you view a phased transfer process from the LRA to the selected Master Developer?

6. Explain which real estate investment return metric you will use to determine project financial feasibility (e.g., Unleveraged Internal Rate of Return, or other), why that metric was selected, and the target threshold, or threshold range, for

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City Council Agenda Report
Agenda Item No. 2.a
August 26, 2023
that metric that will be used to guide your determination that the Project is financially feasible (e.g., an 18-20% Unleveraged Internal Rate of Return, or other).

7. Please explain how you would ensure that the Project achieves the Concord First policies (see Section 3.11). Responses to this question should reference an executed project labor agreement (Submitted PLA is not included in the page count).

8. How would you provide opportunities for local developers to participate in vertical construction and for local businesses to supply construction materials and services?

9. How would you approach accommodating GoMentum Station’s interim uses of portions of the property and provide an opportunity for a potential permanent location in the project?

10. How would you propose to “jump start” uses in the CRP Area Plan’s Campus District in order to attract jobs, academic institutions, and research and development opportunities?

11. Similarly, how would you expedite the TSC/Citywide Park to create early interest and attract interest to the project site?

12. How would you address the green frame (buffer) north of Willow Pass Road?

13. How would you propose to improve bicycle and pedestrian safety on the property’s portion of Willow Pass Road at the earliest opportunity?

14. How would you propose to improve on the CRP Area Plan’s Climate Action Plan and sustainability efforts using current best practices? (See Section 3.14)

15. How would you approach working collaboratively with the LRA to reach agreement with the Navy on an Economic Developer Conveyance Memorandum of Agreement? (See Section 3.2.) What previous experience do you have in BRAC conveyance projects?

16. How would you approach working with the LRA and Navy in ensuring the Navy’s remediation efforts are successful? (See Section 3.1) Please explain your experience in addressing remediation in other projects.

17. Please describe your anticipated approach to financing required infrastructure. (See Section 3.6.)
Statements of Qualifications
The text of the actual SOQ submittals offers additional insight into each potential Master Developer Team’s proposed approach. The primary components (non-confidential) of each Master Developer Team’s SOQ is found in Attachment 2 – Brookfield and Attachment 3 – HAP to this report.

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City Council Agenda Report
Agenda Item No. 2.a
August 26, 2023
Brookfield
Brookfield’s SOQ (Attachment 2) also includes their review of the draft ENA found in the RFQ’s Appendix G and their comments on the CFP Term Sheet. It also includes their executed Project Labor Agreement with the Contra Costa Construction & Building Trades Council. Brookfield’s responses to the RFQ required questions and qualifications are in the Summary Table at Attachment 1.

HAP
HAP’s SOQ (Attachment 3) failed to follow submittal requirements found in the RFQ and failed to provide information required in numerous sections of the Council approved RFQ.4 A non-exhaustive list of deficiency examples include the following:

1. HAP’s original transmittal letter was not signed by any member of their consortium and was not addressed to the LRA Executive Director. (A post deadline letter was signed by only one party, but not by a lead developer. See Attachment 4.)

2. HAP failed to explain the organizational structure of their consortium and the relationship and roles of members, and also failed to provide a teaming agreement and/or a letter signed by their members indicating a willingness to accept joint and several liability until their consortium is created.

3. Based on its submittal, HAP does not have a track record with large scale Master Plans nor have they worked together as a development team for a project of any scale. The qualification package failed to respond to section 5.2.3 which asked for a description of the Master Developer Team’s experience.

4. HAP responded to the RFQ’s 17 questions with mostly vague and incomplete answers. For example:
a. HAP did not provide a project phasing concept nor did they answer the question of where project construction should start. They referred to the Area Plan which does not include a phasing plan.
b. HAP did not provide a color illustration of their vision for the project. c. HAP did not respond to the question of which real estate investment return metric they would use to determine project financial feasibility. d. HAP failed to describe how they would achieve the Concord First policies. e. HAP provided minimal responses to Questions 8-17, see Attachment 3.

5. HAP provided evidence of financial capability for only two of its members, and HAP did not identify the Financially Responsible Party, nor did they provide required disclosures under Section 5.2.5.

6. HAP did not submit a review of the Exclusive Negotiation Agreement (ENA) as required in Section 5.2.6.
4 2023-Master-Developer-Request-for-Qualifications-RFQ (concordreuseproject.org)

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City Council Agenda Report
Agenda Item No. 2.a
August 26, 2023

7. HAP did not submit comments on the CFP Term Sheet as required in Section 5.2.7.

8. HAP did not submit an executed Project Labor Agreement as required in Section

3.11, 5.2.8, or in response to question 7, instead citing that their project would be 100 percent labor led, with no further details.

Review of ENA and Comments on Term Sheet
The Council specifically required that RFQ respondents submit a review of the ENA and comments on the CFP Term sheet, such that the LRA could compare and contrast each respondent’s approach to the project, and expedite the future negotiation of those documents. HAP did not submit a review or comments, making a comparison by the LRA Team impossible. However, Brookfield’s submission of their review and comments will aid in the negotiation and future consideration of those documents, should the City Council designate Brookfield as the preferred Master Developer.

Interview Process
The Selection Process and Timeline found in Section 5.1 of the RFQ have been changed based on the number of responsive respondents and the City Council’s schedule, so that there will be no meeting on August 15, 2023 to select respondents to interview. Rather the interview and possible selection is occurring at a single meeting on August 26, 2023. For the reasons discussed above in this report, the LRA Team has only invited Brookfield for a City Council interview.

Next Steps
Should the Council decide to designate Brookfield as the preferred Master Developer:

1. LRA Team will negotiate an Exclusive Negotiating Agreement with Brookfield for City Council/LRA consideration at a public meeting tentatively set for September 19, 2023.

2. If the LRA agrees to an Exclusive Negotiating Agreement with Brookfield, the LRA Team will negotiate a Term Sheet with Brookfield for City Council/LRA consideration at a public meeting tentatively set for November 14, 2023.

3. Upon Term Sheet agreement, a Specific Plan and environmental impact review analysis will begin likely in January 2024.

Alternatives
The City Council/LRA has reserved the right to reject any or all of the submittals as provided for in Section F2 of Appendix F of the RFQ. This alternative should only be considered after completing the selection process in the RFQ, interviewing Brookfield, and with substantial cause. The U.S. Navy expects this project to move forward expeditiously and may reconsider their conveyance method should the LRA seek a fourth “re-start” process. Please see Navy letter to LRA in Attachment 5.

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City Council Agenda Report
Agenda Item No. 2.a
August 26, 2023
Financial Impact
Funding for the Master Developer Selection Process is coming from the existing budget for the Reuse Project consisting of reserves from previous City loans to the Local Reuse Authority. Once a preferred Master Developer has been preliminarily selected, future funding of LRA’s Reuse Project-related costs will be by the Master Developer as contemplated by the ENA to be negotiated by the LRA and Master Developer and considered for approval by the City Council.

Environmental Determination
Developer selection does not commit the City to a definite course of action with respect to the subject property, and this activity does not constitute a “project” within the meaning of the California Environmental Quality Act (CEQA) Guidelines Section 15060(c)(2) and CEQA Guidelines Section 15378. Even if this activity is a project for CEQA analysis, it falls within the “Common Sense” CEQA exemption set forth in CEQA Guidelines Section 15061(b)(3) where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, and therefore the activity is not subject to CEQA. Appropriate CEQA analysis will occur in connection with the consideration of a Specific Plan and DDA.

Public Contact
The City Council Agenda was posted. The staff report, Summary Table and SOQs were made available to the City Council/LRA, the Master Developer Teams, and the public on August 11. Notification of this meeting and the availability of documents will be sent out to the Reuse Project’s interested parties list on August 11.

Comments received by e-mail prior to 5 p.m. on Thursday, August 24 will be distributed to Council and posted to the agenda on Friday August 25. All comments received after that date but prior to 5 p.m. on Friday August 25 will be shared electronically with Council but not posted to the agenda until after the meeting of August 26.

Attachments

1. Summary Table of Master Developer Statements of Qualifications (SOQs)

2. Brookfield SOQ

3. HAP SOQ

4. HAP – Post Deadline “Signed” Letter

5. Navy Letter to LRA on Master Developer Selection process

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2023 Master Developer SOQ Summary Tabl e

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5.3 Sel ec �on Cr iteria (pages 34-35 of the RFQ)
• Demonstrated understanding and commitments of the developer to sa�sfy the City’s priori�es for the CNWS, including development vision as expressed in the CRP Area Plan and community facili�es in Sec�on 3.4, including the Concord First commitment found in Sec�on 3.11. • Financial capability and history of successfully ﬁnancing projects of a similar scale, par�cularly those with a large infrastructure component. • Respondent’s iden�ﬁed Internal Rate of Return threshold for the project. • Experience of Lead Developer with successful comple�on of similar projects, including projects that are large-scale, mixed-use, military base reuse, and transit oriented. • Organiza�on of the Master Developer Team and any other members of the Project Team. • Experience of principal technical subconsultants (Project Team members who are not the Lead Developer) – such as architects, engineers, permi�ng, and remedia�on specialists. • Response to Review of Exclusive Nego�a�ng Agreement
• Response to Comments on CFP Term Sheet
• Responses received from ﬁnancial references provided as requested in #7 of Sec�on 5.2.5 and public agency references provided as requested in #8 of Sec�on 5.2.3.

Attachment 1

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2023 Master Developer SOQ Summary Tabl e

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A summary of the SOQ responses is provided in the charts below, column order corresponds to the order they were recei ved.

Brookﬁeld Proper�es Housing America Partners

5.2.2 Lead Developer/Roles
Lead Devel oper: Brookﬁeld Proper�es (BP)
BP team includes real estate, planning, en�tlement, transporta�on, geotechnical a nd envi ronmental remedia�on professionals.

Roles of subconsultants, and partners:
• Ma s ter Planning and Design: Ur ban Des ign As sociates • Sustainability Consultant: Brightworks
• Civil Engineering Consultant: CBG
• Landscape Architect: Urban Design Associates
• Tr a ns porta�on Ma ster Planning Consultant: Fehr & Peer s • Geotechnical Consultant: Engeo
• Capital Mapping: LeSar
• Commerci al Oﬃce Devel opment Advi sor: Sunset Development • Tr a ns ac�onal, La nd us e & Environmental Counsel: Cox Castle • EDC MOA Nego�a�on Support: Greenberg T raurig
• Envi ronmental Remedia�on Engineering: Geosyntec
• SWPP a nd I nspec�ons: Stevens, Fer r one & Ba iley

Staﬀ No te : Josh Roden, President, Northern California, Land & Housing Developme nt, signed cover letter on behalf of BP.

Lead Devel oper: Housing Ameri ca Partners (HAP)
HAP i s c omprised of the Uni ty Counc il, the Pac iﬁc Companies, Paciﬁc Housing West, Gor ma n a nd Company, Rogal Projects a nd Sovereign/Genesis Ca pital, a s the Ma ster Devel oper tea m, ba sed on the c over l eter s ubmited wi th their SOQ. The HAP tea m i nc l udes a c onsor �um of non-pr oﬁt a nd for-proﬁt aﬀordable a nd wor kforce housing builders in northern California tha t believe s ocial housing developers s hould lea d the home building process for the Concord base.

The Tea mi ng Owner ship Str uc tur e is a s follows:

Roga l a nd Par tner s……..............……………50.0% Market Rate Homes The Pa c i ﬁc Homes………...............………. 12.5% Aﬀordable Housing The Gorman Company………...................12.5% Workforce Housing The Unity Council……..…….................……12.5% Aﬀordable Housing Pa c iﬁc Housing West …….................…….12.5% Workforce Housing

The HAP Leaders hip Tea m wa s listed s eparatel y a nd i nc ludes Sover eign Equity Partners (SEP)/Genes is, SKS, The Pa ciﬁc Companies a nd Paciﬁc Housing West.

Staﬀ No
te : No information was provided indicating HAP is an existing business entity, but rather it appears to be a consortium of interested parties with a goal to provide a mix of market rate and aﬀordable housing. Aubra Levine, Vice President, Real Estate Operations for the Unity Council, signed a cover letter (received late) on behalf of team. Signature blocks for other team members were unsigned. No evidence of this group of developers working together in any capacity was provided to the City.

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2023 Master Developer SOQ Summary Tabl e

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Brookﬁeld Proper�es Housing America Partners

5.2.4 Master Developer T eam Experience

1. Loc a �on a nd na me of pr ojec t. 1. Sa n Fr a ncisco, CA, Pi er 70

2. Dubl i n, CA, B LVD

3. Denver, CO, Centr a l Park

4. Wa s hington, D.C., The Ya r ds

5. Pl a ya Vista, CA, Pl aya Vista

6. Sa n Ra mon, CA, Bi s hop Ranch

Staﬀ Note: HAP did not list any projects they have previously developed as a consortium .

2. Tota l devel opment s cope a nd s ize
(including residen�al uses, commercial
component uses, TOD elements and
infrastructure improvements, if applicable);
expl a in i f or how the pr ojec t i nc luded
emerging technology and sustainability
concepts; explain how aﬀordable housing
wa s i ncorporated i nto the pr oject a nd i f s o,
how it was ﬁnanced; explain how ver�cal
construc�on and horizontal infrastructure
wer e ﬁna nc ed for the ﬁr s t phase of
devel opment.

1. Pi er 70- 28 acres, max devel opment 2,150 residen�al units, 1.75m s q � c ommercial, 230k s q � r eta il/arts/maker s pac e, 9 a cres of par ks a nd open space.

2. B LVD- 189 a c res, 1,750 homes, 14,500 s q � r ec rea�on c enter, 12 a cre s chool s ite, and numerous parks.

3. Central Park- 2,935 a cres , 14k homes, 4m s q � of ﬂex/i ndustr ial, 2.7m s q � r etail, 400k oﬃ ce, a ddi�onal 1,116 a ddi�onal a cres of pr eser ved open s pace.

4. The Y ards- 48 a cres, 3,400 r esiden�al units, 1.8m s q � of oﬃ ce, 400k s q � r eta il.

5. Pl a ya Vista- 460 a cres, 15,000 r esiden�al units, 3m s q � c r ea�ve oﬃ ce, 200k sq � r eta i l, 165 a cres pa rks and open s pace.

6. Bi s hop Ra nch- 5,600 residen�al units, 169-room hotel , 170k s q � r etail, 110k sq � medi cal oﬃce.

Staﬀ Note: Debt and ﬁnancing discussed in topic #6 below .

All projects identiﬁed emerging tech and sustainability development measures addressing reclaimed and groundwater water , recycling/trash, transit and social programming to encourage continued use.

Staﬀ Note: Information for HAP experience listed here is from the transmittal letter as well as the response to Section 5.2.2 of the SO Q. It represents individual, consortium member experience.

1. Rogal referenced selec�on for 945-acre Sonoma Devel opmental Center reuse but that pr oj ec t does not a ppear to be bui lt or under way yet, Na pa Pipe, 160-acre contaminated industrial property on the Napa riverfront.

2. Pa c i ﬁc Companies provided loca�on a nd l ink to webs ite for 132 Apa rtment Communi�es throughout the USA.

3. Gorman provided graphic snapshot of their “Community Impact”: 11,072 units, 146 projects, 550 Employees.

4. The Unity Council provided links to 12 built/ acquired projects and 1 planned project in the Oa kl and a rea. Buildings r ange fr om c ommer cial to a ﬀor dable housing, to TOD a nd Mi xed-Use.

5. Pa c i ﬁc Housing West Tr ansmital Leter c i tes “2,000 unit SF pipeline”.

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3. Devel opment schedule, i ncluding �me
alloted to public processes and
en�tl ements , i ncluding a for ward l ook to
pr oj ec t or phase c omple�on (a s
appropriate).

1. Pier 70 — 2011-2017: Community Engagement, Project En�tlements & DDA Approval. 2018-2021: Phase 1 i nfrastr uc tur e c ompleted. 2028: Pr ojec ted to r eac h full buildout.

2. B LVD — 2008- 2011: Ar my nego�a�ons. 2013-2019 Army Construc�on. 2008-2013:

Communi ty Engagement, DA, Spec iﬁc Pl an. 2016: Pr ivate Development c ommenc es . 2027: Pr ojected to c omplete bui ldout of homes .

3. Central Park — No s tart da te but Master Plan and Public Approval took 2 yea rs.

Over a ll Development Si ngle Family Residen�al a nd Regional Par ks: 20 yea rs, Commerci al Development 30 years.

4. Th e Ya r ds — 2005: RFP awarded. 2007: construc�on started. Con�nuous community engagement. 2030: Projected to reach full buildout.

5. Playa Vista — 1989: pur chased pr oper ty. 1991: Completed Project EI R for ﬁrst pha s e of Devel opment with Pr ogram Level EI R for the r es t of the Pl an. 1997: Phase 1 Development Commenced (li�ga�on delayed project). 2003: por�on of property wa s s old to the Sta te to r es tor e wetl ands. 2008: Phase 1 s ubstan�ally c omplete. 2009: The Vi l lage was a ppr oved. 2018: The Vi llage wa s substan�ally completed.

6. Bi s hop Ra nch — 1980s: Development commenced. 2018: Ci ty Center opened. More r es i den�al wi ll be phased over 20 years.

Thi s i nforma�on wa s not provided for a ny project.

4. Des c r i p�on of the r ol e of the
development en�ty and unique challenges
of the devel opment.

1. Pi er 70- Par tner ship with Port of Sa n Francisco, r equired voter a pproval, a chieved 73% approval.

2. B LVD- Pa r tnerships wi th Sta ndard Paciﬁc Homes, CALSTRS, a long wi th Brookﬁeld Res i den�al c reated Dublin Crossing, LLC. Compl ex US Ar my property exchange.

3. Central Park- Brookﬁeld was the Master Developer and survived the Great Recession.

4. The Y ards- Wor ked wi th GSA a nd EPA for r emedia�on a nd Phasing of Na vy l and.

5. Pl a ya Vista- Former a irport s ite r emedia�on i s ongoing. 28 s eparate l awsuits.

6. Bi s hop Ra nch – N/A

Thi s i nforma�on wa s not provided for a ny project.

5. Note whether there was a Project Labor
Agr eement or a ny s i milar str ucture
requiring par�cipa�on of union or pre vailing
wage l abor mee�ng and exceeding the
r equi r ements of State a nd feder al law, a nd
the extent to which the PLA applied to

1. Pi er 70- Project Stabiliza�on Agreement.

2. B LVD- N/A

3. Central Park- Workforc e housing plan wa s put i n plac e by DURA.

4. The Y ards- PLA l oc al hire, CBE u�liza�on, and prevailing wage.

5. Pl a ya Vista- PLA with Carpenters and Building T rades.

Thi s i nforma�on wa s not provided for a ny project.

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horizontal infrastructure, public facili�es
and/or ver�cal building construc� on and
type of ver�cal construc�on.

6. Bi s hop Ra nch- N/A.

6. The amounts of debt and equity funds
used to ﬁnance the project. Pl ease provide
contact informa�on for the pr imar y l ender
and equity providers for the project.

I den�fy a ny local, s tate a nd/or feder al
funding sources used to fund project costs.

Also provide contact informa�on for a
representa�ve of the en�ty provi ding the
l a r gest a mount of a ny such public
assis tanc e.

Projects cited private debt and equity funding as well as State and Federal funding s our c es. Debt ﬁnancing wa s a s follows:

1. Pi er 70- 18% preferred return for Developer’s capital.

2. B LVD- N/A

3. Central Park- PNC l oan, Br ookﬁeld capital, and public ﬁnancing.

4. The Y ards- Conven�onal debt ﬁnancing at 65% loan to cost. U�lized PILOT funding for public infrastructure.

5. Pl a ya Vista- Brookﬁeld’s yield 2012 – pr es ent i s over 50%. Pea k c apital was $265 million.

6. Bi s hop Ra nch- N/A

This i nforma�on wa s not provided for a ny project.

7. An overvi ew of the i nvestment return
thresholds that were established during the
pre-devel opment process, and the returns
that were actually achieved, or have been
achieved to date, including an iden� ﬁca�on
of how l ong a �er the c ommencement of
construc�on the project achieved a
breakeven cash ﬂow.

See topic 6 above, no addi�onal details were provided.

Thi s i nforma�on wa s not provided for a ny project.

8. Involvement of the principal public
agenci es gran�ng l and use en�tlements,
a nd c ontact i nforma�on for a s enior staﬀ
representa�ve of the jurisdic�on or agency
in which the project was constructed.

Pr oj ec t r eferences i nc luded r epres enta�ves fr om the Por t of Sa n Fr ancisco, Ci ty and County of Sa n Fr ancisco, Ci ty of Dublin, City of Denver, Feder al Congr esswoman, the Di s tr ict of Columbia, a nd the U.S Gener a l Ser vices Administra�on.

Thi s i nforma�on wa s not provided for a ny project.

9. Des c r i p�on of c ommunity outreac h a nd
public par�cipa�on processes.

A des c r ip�on of s pec iﬁc c ommunity outrea ch was pr ovided for ea c h pr ojec t referenced except The Y ards and Bishop Ranch. Methods included community workshops, community advisory groups, par�cipa�on in local events, and hosted events such as fes �vals, ma rkets , and c oncer ts. City l ead eﬀorts also helped to s et the s ta ge for pr ojec ts s uch a s BLVD. Pr esenta�ons to c i ty oﬃcials, nei ghbor hood gr oups, and other community organiza�ons were also used.

Thi s i nforma�on wa s not provided for a ny project.

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10. I den�fy the Key Sta ﬀ l isted i n the SOQ
who wor ked on the pr oj ect a nd thei r r oles.

Key s ta ﬀ a nd r oles wer e i den�ﬁed for 3 of the 6 pr oj ects. Thes e i ncluded: Pier 70, BLVD, Pl aya Vi sta.

Thi s i nforma�on wa s not provided for a ny project.

5.2.4 Responses to Ques�ons

1. Wha t i s your vision for the devel opment
of the Pr oj ec t? Will your vision be
c ons istent with the CRP Ar ea Plan? How
does i t bui ld on the vi sion a s pr esented i n
the CRP Ar ea Pl an a nd r eﬂect your c urrent
thinking about the real estate market,
Concord’s compe��ve advantages, and your
experi ence implemen�ng complex
devel opment projects? In your assessment
wi l l an i ncr ease i n the CRP Ar ea Plan’s
residen�al unit count be necessary to
achieve ﬁnancial feasibility? What changes,
i f a ny, fr om the CRP Ar ea Plan do you
a n�c i pate r eques�ng of LRA a nd Na vy a nd
wha t c i r cumstances or r easons would you
c i te to j us �fy those c hanges?
BP pr oposes c rea�ng a l as�ng a nd vibrant pl ace, ba sed on and c onsistent wi th the Concord Reuse Project (CRP) Ar ea Plan. They bel ieve the onl y way to a chieve the Ci ty’s goa l s for a trac�ng signiﬁc ant empl oyment-genera�ng us es a nd world-class neighborhoods is by crea�ng a comprehensive Speciﬁc Plan and holis�cally deve loping the si te – to c r ea te one Conc ord. They i den�ﬁed four s pec iﬁc goals for the pr oject, whi c h a lign wel l with the Ar ea Pl an (AP):

• Business atractor – by c r ea�ng a l as�ng a nd vi brant place, whi le l ever aging TOD opportuni�es and fostering innova�on and technology.
• Create Premi um Nei ghborhoods – wi th s c hools, a meni�es a nd housing c hoices, reﬂec�ve of Concord’s family-ﬁrst mul �-genera�onal focus. • Wea ve the Spi rit of Conc ord i nto the Ci ty’s next gr eat plac e: Cr eate one Concord to s ha pe a n a uthen�c, l as�ng par t of the br oader c ommunity as a Si ngular Place, infused with Concord’s DNA, hi story a nd tr adi�ons.
• Focus on place-making to a tr act a s igniﬁc ant empl oyment presenc e. • BP indicates the need for con�nued, robust community engagement, to develop an integrated and strategically phased Speciﬁc Plan. BP notes a signiﬁcant a mount of �me ha s pa ssed s inc e the CRP Ar ea Plan was a dopted. Cer ta in a spec ts ma y need to be upda ted s uc h a s r apid a dop�on of el ec tr ic vehicles a nd sol ar/electric storage for homes and businesses. Futur e modiﬁca�ons ma y be r equi r ed to r ema in c onsistent wi th c ommunity a nd LRA expec ta�ons for devel opment.

BP does not a n�c ipate r eques�ng a ny c hanges to the AP. I n BP’s preliminary a s s essment, a n i nc rease i n the AP’s r es iden�al unit c ount i s not an�cipated. They note thi s c a n be explored wi th the Ci ty. As BP wor ks through the c ommunity engagement pr oc es s with the LRA, futur e modi ﬁca�on ma y be r equired to r ema in c onsistent wi th community and LRA expecta�ons.

HAP i ndi cates thei r vi sion is consistent with the CRP and will build upon a ground up community needs assessment and values. HAP plans to increase homeownership opportuni�es at the lower income levels, more so than only building rentals. HAP propose s to, a t a mi ni mum: 25% workforc e housing for the mi ddle i ncome (80-150% AMI ) and 25% at l ow i nc ome l evels (under 80% AMI ).

No r eques ts to the LRA or Na vy for c hanges to the AP at this point are planned.

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2. Pr ovi de one c olor i llustra�on not to
exceed an 11” x 17" for mat expr essing i n a
high-l evel schema�c representa�on the
devel opment vi sion described i n i tem 1,
above. The illustra�on should highlight the
proposed ini�al phase of development per
the r es ponse to i tem 5, bel ow. This
i l l ustra�on wi ll be c onsidered i n the SOQ
evalua�on pr ocess but wi ll be gi ven l ess
wei ght i n the over a ll eva lua�on tha n other
el ements of the SOQ.

The illustra�on is intended to serve the dual
purpose of: (1) helping to communicate the
Respondent’s gener al i nten�ons for build-
out of the Development Footprint; and (2)
s�mula�ng further public discussion and
awareness about the future of the
Devel opment Footprint.

• A phasing framework plan was provided for AP implementa�on. The map indicates Pha s e 1 i s i ntended to i nclude a TOD a rea a round the BART sta�on that stretches ea s t towa r d Willow Pass Road. Phase 2 i s s plit i nto thr ee l oca�ons (I nnova�on Ga tewa y Distr ict, a long Hi ghway 4, Ca mpus Distric t, northeast of Nor th Concor d BART Sta �on a nd a long Willow Pass Road, i mmediately wes t of Ci ty wid e P ar k. • BP wa nts to be a t the l ea di ng edge of i nnova�on and tec hnology r elated to c ommuni ty design. Exa mples of s trategies i nc lude par tner ing to pur sue a s mart c i ty ec osystem (ENE.HUB), tes �ng gr ound for c onnec ted a nd a utonomous vehicles (GoMentum), pioneering a mobility hub concept to address last mile challenges, promo�ng co-working concepts (Industrious) and striving to provide high- bandwidth, high-speed ﬁber network through the project. • BP bel i eves they ha ve a ligned wi th the Ci ty’s goals to: 1) s upport the c r ea�on of a TOD and mul�-modal transporta�on hub near North Concord BART ; 2) construct a ﬂexible framework of infrastructure that springboards future development; 3) gener a te j obs by es tablishing a place tha t a tracts ta lent a nd c ompanies; 4) i den�fy a nd embr a ce key c ontext el ements i n l oc al c ulture a nd history to engender authen�city in neighborhoods; 5) reduce the climate im pact of development and i ncorporate key sustainable el ements i nto a cohesive master plan design.

No color illustra�on pr ovided to r epr esent the devel opment vi sion, which HAP i ndicates i s focused on providing a range of home ownership and rental housing opportuni�es at all i ncome l evels.

3. The LRA seeks a commited development
pa r tner for this Project. Pl ease describe
your preferred approach to working in
partnership with the City Council and staﬀ
to complete detailed planning and
en�tlements through to Project
implementa�on. Specify how you would
approach partnering with the LRA to engage
a broad spectrum of Conc ord r esidents a nd
stakeholders as planning, en�tlement, and
devel opment progress.
• Col l abora�ve r ela�onship between BP a nd Ci ty (Council and staﬀ) a nd Ci ty’s c ons ul�ng tea m to a dvance ma jor c omponents of the wor k, a nd work a s tr ue partners with other l oc al, s tate a nd r egional a gencies. • Priori�zing trust, integrity, and transparency .
• I den�fyi ng key l eads who wor k direc tly wi th staﬀ leads. • Devel oping overall project schedule and ac�ons for deliverables. • Implemen�ng crea�ve and com prehensive community engagement and outreach pr ogr ams, ta ilor ed to the l oc al c ommunity to c r eate a n a uthen�c s ense of pl ace. • Ta ke a c ommunity r oadshow a pproach to mee�ng nei ghbors where they a r e (churches, YMCA, schools, HOAs and community/neighborhood groups). • Iden�fyi ng a nd engaging tec hnical c onsultants needed (e.g., for Na vy EDC MOA nego�a �ons, EI R, l and use, tr a nspor ta�on) to ens ure a ll a spec ts of the pr oject a r e addressed to the highest professional standards
• Nego�a �ons and dec isions wi ll be pr o forma-based and focused on ﬁnancial feasibility to provide a complex balance of priori�es with economics. • Carrying out robust public engagement program will build upon and expand the community and stakeholder engagement process. During the RFQ process, BP has HAP expec ts to enga ge a ll s takeholders a t ever y i ncome l evel . Will be da ta dr iven a nd conduct a Concord rental and homeownership i ncome ba ndwidth a nalysis to deter mi ne the deepest need popula�ons within Concord and the surrounding area. HAP’s c oncept i s to s er ve the en�r e i nc ome s pectr um to i nclude the mi s sing mi ddle i ncome a nd 80-150% AMI.

Staﬀ Note: N o s peciﬁc approach detailed as to working in partnership with the City Council and staﬀ to complete detailed planning and entitlements.

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enga ged wi th mor e tha n 30 stakeholder gr oups, and looks forward to c on�nuing to hea r wha t the c ommunity needs a nd wa nts to s ee i n the pr oject.

4. How woul d you expec t to wor k with the
LRA to achieve the 25% aﬀordable housing
commi tment? The LRA’s expec ta�ons for
the Master Developer are described i n
Sec �on 3, s o thi s ques�on foc uses on how
you would incorporate aﬀordable housing
into the planning and en�tlement process
and work with partners toward
i mpl ementa�on.
• Wor k wi th LRA to pl a n a nd pr ogram the aﬀordable units outlined in RFQ into speciﬁc plan, ﬁnance and phasing plan to align with City, County and other stakeholders in community.
• Wor k wi th the Community Coali�on for a Sustainable Concord (CCSC) a nd other stakeholders to ensure community-wide engagement to determine framework and targets (e.g., aﬀordable homeownership vs. rental, allowable densi�es that strategically beneﬁt aﬀordable housing feasibility, special needs popula�ons, including seniors, veterans, and households experiencing or at-r isk of homel essness.
• Hous i ng for moder ate i ncome popula�ons i ncluding tea chers, medi cal workers, publ ic service empl oyees, and other sectors.
• Equitable distribu�on of aﬀordability throughout housing typologies to ensure all i ncome ranges are served.
• Work with stakeholders to iden�fy funding opportuni�es, e.g., state/local resources, self-help/sweaty equity (e.g., Habitat for Humanity), leveraging project- generated funding (e.g. through EIFD tax increment ﬁnancing), state HCD program s i ncl uding I nfrastructure Grant programs, Veteran Housing and Homelessness Preven�on programs.
• Locate parcels for each phase to maximize compe��veness and strategically leverage funding opportuni�es.
• Explore innova�ve construc�on technologies and planning for aﬀordable housing to be located near community ameni�es and transporta�on to reduce household overhead and transporta�on costs.

HAP’s proposal includes:
• 100% Labor Led
• 25% Aﬀor dable Housing Rentals for i ncomes (under 80% AMI ) • 25% Aﬀordable homeownership for middle i ncomes (80% to 150% AMI ) • 50% Ma r ket r ate homes for the ba lance
• 100% Net Zer o, Al l El ec tric Homes

HAP’s goa l is to i mplement a plan c enter ed on s ocial equity quality housing a nd s ervices whi c h ever yday workforc e c i�zens l ike nurses, ﬁrst responders, teachers, cab drivers, c ons tr uc�on worker s a nd most wor kers c an aﬀord.

Staﬀ Note: N
o speciﬁc details were provided as to how HAP anti cipates achieving or deﬁnes “100% Labor Led.”

5. How would you approach phasing the
Pr oj ec t, ta king i nto c onsidera�on the
constraints of availability of land transfer
fr om the Na vy des c ribed in Sec �on 3.2?
Wher e woul d you expect to s ta rt
development, and why do you think that is
the r i ght pl ace to s tar t? How would you
vi ew a pha sed tr ansfer process fr om the
LRA to the sel ected Master Developer?
Key i mpor tant c onsider a�ons include: Over lay of �mi ng, l oca�on a nd c ondi�on of l a nd tr ansfers fr om the Na vy, in par �cular the s tatus of Na vy’s remedia�on. First Fi ndi ng of Suitability to Tr a nsfer (FOST) ar eas ar e primar ily l ocated i n the nor thwestern por �on of the CRP c r ea �ng l ogical i ni�al phases of i nfr astr uc tur e a nd development there. Next, BP bel i eves expanding development along Willow Pass Road would be fea s ible a nd eventually moving into the vi llages to the s outheast. • Sta r t: Ar ea s s traddling Willow Pass Road wi th a focus to c onnect i nfr astr ucture to Hwy 4 a nd BART.

HAP i ndi cates phasing would be the s a me a s CRP. “It’s a l ogic al phasing of homes following the natural buildout of infrastructure.”

Staﬀ Note: T here was no speciﬁc phasing in the CRP Area Plan (2012).

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• Ar ea s mos t proximate to oﬀsite i nfrastr ucture needed to s uppor t i ni�al devel opment should be focus.
• Ai m to pr i or i�ze l and uses tha t best r espond to ma rket c ondi�ons; ea ch pha s e wi ll include a s trategic del iver y of l and us es a nd c ommunity beneﬁts. • I den�fy mos t eﬃ cient a reas of FOST 1 a nd 2 to be devel oped with LRA’s input on priority of development objec�ves. Seek to expa nd proper ty i n FOST 1 – begi n di alogue wi th Na vy on a cc elera�ng pa rcels/early tr ansfer agreements.

BP a c knowledges impor tanc e of phased tr ansfer, whi ch a llows a balanced a pproach to devel opment allowing Master Developer and LRA a long to ha ve c hec kpoints a long the wa y to ens ur e a lignment wi th over all vi sion

6. Expl a in which r eal es tate i nvestment
r etur n metr i c you wi ll use to deter mi ne
project ﬁnancial feasibility (e.g.,
Unl everaged Internal Rate of Return, or
other ), why tha t metr i c was s elec ted, and
the target threshold, or threshold range, for
tha t metr i c tha t wi ll be us ed to gui de your
determina�on that the Project is ﬁnancially
fea s ible (e.g., a n 18-20% Unleveraged
I nter na l Rate of Retur n, or other ).

BP wi l l u�lize the unl evered i nter nal r ate of r etur n (UI RR) r eturn metr i c for the Pr oject, s i milar to wha t was outlined i n the pr evious dra� Ter m Sheet pr oposed i n Ja nuar y 2023, wi th a n i ni�al developer r eturn of 18% UI RR a nd a �er ed distribu�on of City s ha r ing for c ommunity beneﬁts a bove the 18% UI RR thr eshold. This metr i c c an be c ommonl y a pplied a cross all l and uses a nd a ssoc iated i nvestments a nd ta kes the �me va l ue of r etur ns for r evenues and c osts i nto a ccount.

Staﬀ Note: T he Brookﬁeld statement about its intention to use the 18% UIRR real estate investment return metric appears to be for the Project as a whole and not speciﬁc to individual phases of development.

HAP ha s not pr ovided a speciﬁc I RR or other metr i c; they ha ve pr ovided the two s tatements bel ow i n thei r SOQ documents, r egarding the topi c:
• “We do not us e r ea l es tate i nvestment metr i cs a nd they s hould not be us ed when i t c omes to del i ver ing what the c ommunity needs. We wi ll s imply outper for m all other compe�tors”.
• “We bel i eve tha t the I RR dr iven nego�a�ons of ma r ket r ate developers are mi sdirected and misguided. We ﬁrmly believe that highly commited and experienced aﬀordable and workforce developers have the private and public funding resources and technical execu�on to deliver what the Concord community needs much beter than what na r r owly focused for proﬁt developers dwel l on”.

7. Pl ea s e explain how you would ensure
tha t the Pr oj ec t a chieves the Concord First
pol i cies (see Sec�on 3.11). Responses to
thi s ques�on should reference an executed
project l abor agreement.
• BP ha s exec uted a Pr ojec t La bor Agr eement wi th the Contr a Costa County Building a nd Cons truc�on Tr ades Council. BP l ooks forward to es tablishing a r obust c ons tr uc�on workforce pr ogram i ncluding: a ) goal of 40% l ocal hire; b) comprehensive program, in partnership with key stakeholders/organiza�ons for the training, placement, hiring and reten�on of construc�on workers, including a ppr en�ceships fr om c er�ﬁed joint l abor ma nagement programs, Hel mets to Ha r dhats for mi litary veter ans a nd other gr oups; a nd c ) key pa rtnerships wi th educa�onal ins�tu�ons, training programs, community workforce organiza�ons to promote and train the construc�on workforce.
• Ha s exper ience i n working wi th va rious unions a cross Bay Ar ea c oun�es. • Bel i eves in i mplementa�on of s trong wor kfor ce pr ograms, a s desc ribed on pa ges 31-32 of SOQ.

HAP i ndi cates pr oject l abor a greements a re pr emature a t thi s stage a nd bel ieves they are so (pr ema tur e) for a ny sea soned devel opers. On page 3 of thei r submital, HAP i ndicates a proposal tha t is 100% La bor Led.
• The proposal did not men�on Concord First policies.
• No PLA wa s a tac hed to HAP’s SOQ.

Staﬀ Note: T here are no details within the HAP SOQ as to what “100% Labor Led” means.

8. How would you provide opportuni�es for
l oc al devel opers to pa r�cipate i n ver �cal
• BP wi l l oﬀer opportuni�es for local developers and builders to engage in ver�cal devel opment wi th a n overall pr ojec t ta rget of 20% par�c ipa�on. That opportunity HAP SOQ i ndicates , “Open RFPs will be on our menu of development opportuni� es” i n terms of collabora�ng with other developers.

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construc�on and for local businesses to
supply construc�on materials and services?
c oul d be thr ough the s ale of l and to a ver �c al developer or by pa rtnering with local devel oper s as a mea ns to gr ow their c apacity a nd pipeline. • Br ookﬁel d operates a s i ts own general c ontr actor for most of thei r horizontal a nd ver �c a l c onstr uc�on. Where a ppropriate, BE woul d a lso be open to pa rtner wi th local contractors, oﬀering opportuni�es for them to further develop their capaci�es and strengths.
• BP does business with over 80 l ocal businesses, i ncluding Conc ord-based c ompa nies. BP i s c ommited to s eeking out a nd wor king wi th qualiﬁed s mall busi nesses, disadvantaged business enterprises, l ocal employers, resident workers and devel opers to create opportuni�es to provide ver�cal construc�on, s upplies a nd s er vices wi thin the Pr ojec t.

9. How would you approach
accommoda�ng GoMentum Sta�on’s
interim uses of por�ons of the property and
provide an opportunity for a poten�al
permanent loca�on in the project?
• BP’s c ommi tment to emer ging tr ansporta�on tec hnologies a ligns wi th GoMentum’s mi ssion to move for ward autonomous tec hnology. BP has been i n di s c ussions wi th GoMentum and CCTA l eadership a nd l ooks for war d to wor king with them during the Speciﬁc Plan process. Features of GoMentum’s pr ogram could help jumpstart and seed ac�va�on i n a por �on of the Ca mpus a nd Innova�on Gateway Districts.
• Us es s uc h a s a Center for Excellence a nd R&D fa cili�es would be a natural ﬁt wi th the i nnova�on a nd j obs goals of the CRP Ar ea Plan. • BP wi l l preserve el ements of the exi s�ng course test track un�l interrupted by construc�on ac�vi�es.

HAP SOQ i ndicates , “Ever y a c commoda�on wi ll be ma de to ma ke this ha ppen”.

10. How would you propose to “jump start”
us es i n the CRP Ar ea Plan’s Campus District
i n or der to a trac t j obs, a cademic
ins�tu�ons, and research and development
opportuni�es?
• Campus District will be a catalyst to higher educa�on opportuni�es in Concord. BP bel i eves they are posi�oned to bring disparate el ements together with one cohesive strategy.
• BP ha s r eviewed the pr ior Bl ue Ri bbon /Report. BP i s c ommited to explore other higher educa�on opportuni� es and partner with the City to create a marke�ng pl a n to a tract hi gher educa�on to the Ca mpus Distr ict dedica�ng at least $150,000 toward this eﬀort.
• BP a n�c i pates oppor tuni�es to a tract us es tha t align with i nc reasing needs in s ma r t ma nufacturing tec hnology sec tors, where ther e i s demand for tec hnical skills not wi del y pr ovided i n c ur rent i ns�tu�ons. BP wi ll a lso par tner wi th GoMentum to expl ore the possibility of a Center of Exc ellenc e a s a catalyst for the Di stric t, while a l s o wor king i n ta ndem wi th the I nnova�on Distric t near Willow Pass Road a nd Hi ghwa y 4.
• The Ca mpus l oca�on provides a ccess a nd vi sibility to a tract s tudents, a s well a s partnerships with users in the Commercial/Innova�on District. Proxim ity of HAP i ndi cates a ll tea m member s a re s killed i n j ump s tar�ng j obs, a cademics a nd Research & Devel opment.

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infrastructure is a posi�ve a nd wi ll be a trac�ve to poten�al user s, along wi th the a bi lity to build fr om a blank s late to c r eate educ a�onal facili�es to bes t s uit thei r needs.

11. Si mi larly, how would you expedite the
TSC/Ci tywide Park to create early i nterest
and atract interest to the project site?
• To create early i nter est, BP i ntends to s tart i mpr oving the ea r ly tr ansfer a reas i n Pha s e 1. The TSC a l ready has a FOST des igna�on. Thus, BP wi ll plan to extend i nfr astr ucture i nto the TSC s i te fr om Willow Pass Road a s the new Wi llow Pass Road is rebuilt.
• Pedestrian and bike connec�ons will be made concurrently to the BART Sta�on a nd to the exi s �ng Conc ord network of bi keways a nd tr ails. • Ci tywi de Park i s proposed for a later l and tr ansfer. I n Phase 2, pa r k i mprovements c a n c ommence pa rallel to Mt. Di a blo Creek i n c ollabora�on wi th Thurgood Marshall Regional Park.

HAP SOQ i ndicates the Ci tywide Par k wi ll be funded by Housing a nd Community Department grants.

12. How woul d you address the gr een frame
(buﬀer ) nor th of Willow Pass Road?
• BP i s s ensi�ve to the need to c r ea te a buﬀer. BP i ndicates one natural s olu�on woul d be to devi se a l inear pa rk from BART to Wi llow Pass Road, tha t builds on the s tr ength of the exi s�ng Willow Pass Community Par k a nd Pi xieland Amus ement Pa r k.
• The addi�onal park spac e would a ccommodate a mi x of a c�ve a nd passive uses that respond to the neighbors’ ideas a nd the a djac ent c ontext. • BP will address the expecta�on of abu�ng neighborhoods by engaging resident s in the community outreach process.

Staﬀ Note: B rookﬁeld indicates on page 34 of their SOQ, as an aside, that the Coast Guard site is now designated for high density developm ent. This is an incorrect statement. The Coast Guard site has not been rezone d to date.

HAP i ndi cates the buﬀer will be the r emedia�on point and maintained by open space funds.

13. How woul d you propose to i mprove
bicycle and pedestrian safety on the
property’s por �on of Willow Pass Road a t
the earliest opportunity?
• BP indicates Willow Pass Road would be reconstructed beginning with Phase 1 infrastructure. We expect a protected bikeway facility and wide pedestrian s i dewalk a nd tr ails, a s pa rt of tha t c onstr uc�on. • BP s ha r es the Ci ty’s focus to c reate s afe bic ycle a nd pedes trian facili�es thr ough to downtown areas; BP envisions coordina�ng with City to con�nue sim ilar facili�es through the CNWS property.
• Incorpora�ng bike and pedestrian facili�es along with protected intersec�ons, narrow travel lanes, landscape and green infrastructure buﬀers and other traﬃc- ca l ming design measures will provide a safe and comfortable experience. • BP a i ms to c lose the ga p between the CCWD Ca nal Tr ail a nd the Del ta DeAnza Tr ail wi th on-site i mprovements.

HAP s ta tes bikes a re a n i ntegral part of the pedes tr ian, gr een c or ridors.

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14. How woul d you propose to i mprove on
the CRP Ar ea Pl an’s Climate Ac �on Plan a nd
sustainability eﬀorts using current best
prac�ces? (See Sec�on 3.14)
BP states they will deliver resilient communi�es by maximizing eﬃciency and sustainability through a fully integrated development approach that enables them to maintain consistency throughout land development, ver�cal construc�on, and oper a �ons. BP bel ieves they a re a ligned wi th the CRP CAP, ba s ed on BP’s Best-in-Class development process and the City’s development strategies will be i ntegrated s ea ml essly i nto the pr ojec t. Beyond the CAP, BP pr oposes a n updated, for ward- l ooki ng a pproach in the following a reas:
• Green Building – wi th most buildings (four or less s tories) to be devel oped a s all- el ectr i c a nd Net Zer o Ener gy r ea dy; ma ximizing eﬃ cienc y of building per formance, eva l ua�ng on-site renewable energy, while accoun�ng for future greening of the u�l i ty gr id; a nd LEED nei ghborhood c er�ﬁca�on, ENERGY STAR c er �ﬁc a�on for s i ngle fa mily homes a nd LEED c er �ﬁca�on of all c ommercial buildings. • Emergi ng Technologies – wi th i nfr astr uc tur e for EV c a pacity a nd installa�on of EV charging sta�ons; evaluate district-level ener gy and water systems at s cale; a nd Smart home myCommand technology to reduce overall energy consump�on.

In addi� on, BP proposes development of a site-wide Sustainability Plan and Development Guidelines to hold future partners accountable and in alignment with adopted strategies; analysis of future projected climate risks and mi�ga�on of those through design; local watershed protec�on a focus on biodiversity, and reduc�ons in embodied carbon from building materials.

HAP i ndi cates a ll homes a nd c ommercial buildings wi ll be net zer o a nd all el ectr ic.

15. How would you approach working
c ol labora�vely with the LRA to r ea c h
a gr eement wi th the Na vy on a n Ec onomic
Devel oper Conveyance Memorandum of
Agreement? (See Sec�on 3.2.) What
previous experience do you have in BRAC
conveyance projects?
• The Master Developer is the ﬁna ncial engine of a s uc cessful EDC pr ojec t. The DDA between the Master Developer and the LRA not only provides important ﬁnancial s ubs idies for LRA oper a�ons but a lso l ays out how the two en��es wi ll wor k together on EDC ter ms . Suc c essful outcomes wi ll r equire a tr anspar ent a nd honest collabora�on between the LRA and the BP .
• BP has been on both sides of the table (developer and LRA) and respects and va l ues the pa r tner ship necessar y to s uc cessfully nego�ate a n EDC MOA wi th the Na vy. The use of ins�tu�onal, engineering and land use controls that are closely a l i gned wi th r euse pl ans o�en helps to a lign i nter ests a nd expedite c losur e. • The Brookﬁeld team has structured, nego�ated, and documented other BRAC EDCs , i ncluding Warminster Na val Ai r Warfare Center (Pennsylvania), Fort Mc Pher son (GA) a nd Fort Gi llem (GA) a nd NAS Weymouth (Ma ssachusets), a nd has been a key par�cipant in ﬁnancial and business nego�a� ons with the DOD and i ts envi ronmental c leanup tea m. Members of our tea m have past and/or current enga gement on ba s e r euse a c �vi�es a t Union Point, War minster NAWC, Fort Or d, El Tor o NAS, a nd For t Gi llem.

HAP i ndi cates they ha ve nego�a ted ma ny former military base purchases and understands the underlying issues.

Staﬀ Note: T here was no speciﬁc information in the SO Q as to how HA P would work collaboratively with the LRA to reach agreement with the Navy on an EDC MOA. No speciﬁc information was provided in terms of previous experience with BRAC conveyance projects.

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• The Br ookﬁeld tea m is c urr ently wor king with s ever al members of the c ur r ent CNWS Na vy tea m on a l arge BRAC EDC a t the for mer NAS Weymouth i n Massachusets.
• Brookﬁeld’s experience wi th the Na vy, DOD and former mi litary bases a lso oﬀers some opportuni�es to consider crea�ve approaches to structuring agreements wi th the Na vy.

16. How would you approach working with
the LRA and Navy to ensure the Navy’s
remedi a�on eﬀorts are successful? (See
Sec�on 3.1) Pl ease explain your experience
in addressing remedia�on in other projects.
• T o ensure that BP fully understands the nature of the remedi es bei ng i mplemented by the Na vy a nd has a voice a t the ta ble r egar ding the s cope, �mi ng a nd nature of s uc h c ontr ols, BP r ec ommends tha t the LRA a nd BP pa r �cipate i n the monthly Base Cl osure Team (BCT) mee�ngs that are hel d between the Navy, EPA, DTSC, a nd RWQCB. The pur pose of the BCT mee�ngs i s for the Na vy to r eport pr ogress a nd their approach to implemen�ng the remedies and allow feedback from the regul atory agencies.
• Thi s for um wi ll allow BP to hea r the na ture of the Na vy’s proposed remedies and ha ve a voi ce i n expr essing c oncer ns or c onc urr enc e, a s war ranted, on the Na vy’s approach to remedia�on.
• BP has extensive experience in addressing remedia�on on over 25 other projects in the Uni ted States. BP was designated the master developer of the for mer 1,450 a c r e South Weymouth Na val Ai r Sta�on (Union Point) i n 2020. • BP’s exper i enc e a lso i ncludes Playa Vi sta, the for mer 460-acr e Hughes Ai r cra� site i n Ma r ina Del Ra y, CA whi c h wa s developed fr om 1998-2022.

HAP indicates they plan to hire their own independent environmental audit ﬁrm.

17. Pl ease describe your an�cipated
approach to ﬁnancing required
i nfrastructure. (See Sec�on 3.6.)
Br ookﬁel d s tates that l arge, mul �phase projects r equire diligent ﬁnanc ial considera�ons to ensure not only eﬀec�ve deployment of funds, but also suﬃcient ﬁnancial sustainability so as not to burden local agencies and stakeholders. Brookﬁeld c oul d use a var iety of ﬁnanc ing tools i ncluding but not l imited to Br ookﬁeld’s own equity, private equity, debt ﬁnancing, an Enhanced Infrastructure Financing District (EI FD) to l ever age the s i gniﬁcant a ssessed value gr owth a nd Community Facili�es Di s tr icts (CFD) to ﬁnance i nfrastr ucture, Ci ty s ervices, a nd ma intenance obliga�ons, and se�ng up a plan a rea fee to fa ir ly a lloc ate c osts a cross the l and us es. I nﬁll i nfr astr ucture gr ants (I IG), Loc al Str eets a nd Roads Pr ogram a nd Solu�ons for Congested Corridors (SCCP) will also be pursued. These broad ﬁnancing tools create the opportunity for upfront ﬁnancing, ongoing ﬁnancing, and extended ﬁnancing. The structure of these mechanisms provides for addi�onal at en�on for providing ongoing s er vi ces thr ough a ser vices CFD, ongoing ma intenance thr ough a maintenance CFD, and allows both the developer and the Ci ty to ha ve input over the c ourse of pr ojec t devel opment. Equally important, a c cording to Br ookﬁel d, thi s format a llows • HAP indicates they will use infrastructure bonds and Whitehouse Jus�ce 40 funds which are $900 Billion strong and unspent.
• SEP l eter, s i gned by Ber ah Mc Swain, states the fol lowing: “SEP br ings 100 yea rs of combi ned real capital markets experience to the Concord HAP project. In partnership wi th i ts Korean Capital Pla�orm (Genesis Commer cial Capital), the SEP tea m ha s funded over $1.5 Bi llion i n dir ect debt a nd equity i nvestments i n the Uni ted Sta tes since 2021.

The SEP/GCC tea m i s a lso developing over 1,500 units of workforc e housing c ur rently i n pre-devel opment. The HAP Pl a�or m i s the I mpac t I nves�ng a rm of SEP a nd promotes a c ommuni ty ﬁrst i nvestment a pproac h. We believe tha t by ﬁrst s olving for impact va lue c r ea �on, a s ar �culated by the Ci ty of Concord a nd i ts c ommunity members, we c a n del i ver r eturns c ommensurate wi th ma rket expec ta�ons a nd in a ccordanc e to the highest ﬁduciary standards. Once the terms are nego�ated we will ﬁnalize our ﬁnance agreement.”

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adaptability to the future needs of the project, providing ﬂexibility as the project is bui l t out over the next several decades. The fr amework c an be l aid today without placing an undue burden on the constraints of tomorrow . Brookﬁeld states that its consultants have decades of experience and have provided guidance and forma�on a s s istance on pr ojects tha t have included a ll or a por�on of these tools.

Br ookﬁel d a lso notes a s a gener al di sclosure tha t a ll s tatements a bout i ts i nten�ons and plans for the project are prelim inary and subject to reﬁnement based on a number of factors, including without limita�on, the outcome of nego�a�ons wi th the Navy, the en�tlement and CEQA process, the community engagement process, marke t condi�ons, and other factors beyond our control.

5.2.5 Financial Capability and Required Disclosers

1. Current Financial Statements. Provide
audited ﬁnancial statements for the Lead
Developer, including any Equity Members3
or Fi na ncially Res ponsible Pa r�es4, for the
pa s t thr ee ﬁs cal yea rs, ea ch of which
includes a cer�ﬁed auditor’s r eport, balance
sheet, i ncome statement and statement of
changes in cash ﬂow . If audited statements
are not available, provide unaudited
ﬁnancial statements for the relevant en�ty,
c er �ﬁed a s tr ue, c orrec t a nd a ccurate by
the en�ty’s chi ef execu�ve, chief ﬁnancial
oﬃcer or treasurer. This requirement to
provide current ﬁnancial statements applie s
to pr i va tely hel d c ompanies a s well a s public
companies.

As stated in its submittal, Brookﬁeld Corporation (www .brookﬁeld.com) is a leading global alternative asset manager with a 120-year long track record. Brookﬁeld Properties (www.brookﬁeldproperties.com) is a fully-integrated, global real estate company that provides industry-leading portfolio management and development capabilities across a broad range of real estate investment strategies including oﬃce, retail, residential, mixed-use, hospitality and multifamily. Leveraging our extensive experience, deep operating expertise, ﬁnancial strength and capital discipline. In its words, “Brookﬁeld Properties creates unparalleled experiences by re-entitling and master-planning assets, managing the subsequent execution phases of the value creation process in design, development and construction and realizing an asset’s highest and best use. Brookﬁeld, through its various subsidiaries, has successfully delivered on large, similar scaled master plan communities across North America.”

As required by the RFQ, Brookﬁeld provided electronic links to three years of annual and quarterly ﬁnancial statem ents for Brookﬁeld Corporation and Brookﬁeld Residential.

Staﬀ Notes: LRA T eam review of those ﬁnancial statements leads to the follow ing observations:

• The parent company, Brookﬁeld Corporation (“BN”), is a publicly traded global alternative asset manager with investments in real estate, renewable power , Cur r ent ﬁna ncial s tatements wer e pr ovided only for Gorman & Company a nd The Uni ty Council, but none of the other en��es included in the HAP submital.

Staﬀ Notes: LRA Team review for those two sets of ﬁnancial statements leads to the following observations:

Unity Council is a non-proﬁt aﬀordable housing services provider • Total assets moderately in excess of $100 million
• Cash equivalents are approx. 20% of total assets
• Long term debt is 60% of total assets
• Annual revenue is between $25-50 million
• 75% of revenue comes from government contracts and donations

Gorman and Company is a privately held workforce housing developer , with general contractor , architectural and property management aﬃliates. • Total combined assets moderately in excess of $100 million • Cash equivalents are approx. 10% of total assets
• Long term debt is approx. 10% of total assets
• Net worth is over $50 million
• Gross annual revenues in excess of $100 million

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infrastructure, credit, and private equity. In 2022, BN had more than $800 billion in assets under management across the globe.
• Brookﬁeld Residential Properties ULC (“Brookﬁeld Residential”) is a wholly owned subsidiary of BN. Brookﬁeld Residential is the primary homebuilding and land development entity for BN in North America with operations in the US and Canada.

This business includes selling lots to third party developers, conducting homebuilding operations, and establishing commercial areas when necessary. • Brookﬁeld Residential provided audited ﬁnancials for its three most recent operating years, and a credit rating report from Moody’s for Brookﬁeld Residential. • Brookﬁeld Residential’s revenues have consistently been in the $2.0 billion range during the past ﬁve years, per the Moody’s report, and veriﬁed for recent years by review of the ﬁnancial statements.
• Overall, Brookﬁeld Residential's ﬁnancial position indicates that it has the capacity to execute very large land development projects.
• Brookﬁeld Residential has a very large balance sheet with steady and large proﬁt margins that are in line with market standards. Their total assets are valued at more than $5.3 billion with more than 82,000 family lots and 100 multi-family lots across their portfolio in June 2023. Brookﬁeld Residential owns more than 9,700 residential lots in Northern California, which has consistently accounted for about 12% of their total portfolio.
• Brookﬁeld has a strong and stable cash position to ﬁnance operations. In 2022, Brookﬁeld Residential increased its current assets and reduced their current liabilities which improved their liquidity position and thus their ability to cover project costs across the portfolio.
• The company’s debt to equity ratio is slightly above 1.0 indicating that there are many ongoing development projects and distributes proﬁts to many entities across the BN corporate structure.

• Net income in excess of $10 million

2. Material Changes in Financial Condi�ons
Statement. Provide i nforma�on regarding
any material changes in ﬁnancial condi�on
for the Lead Devel oper, each Equity
Member and each Financially Responsible
Pa r ty for the pa st thr ee ﬁsc al yea rs a nd a ny
Staﬀ Note: No statement was provided, but LRA T eam independent review of the submitted ﬁnancial statements indicates that despite interest rate increases putting pressure on all real estate markets, Brookﬁeld Residential has continued to see strong revenue through the ﬁrst two quarters of 2023. This is partially explained by reside nti al home prices remaining high as the company works through its backlog of projects.

Staﬀ Note: No information about changes in ﬁnancial condition, other than what was gleaned from the two submitted ﬁnancial statements (summarized below). No information was provided by any of the other HAP team members.

U
nity Council ﬁnancial condi�on was stable between 2021 and 2022 Gor ma n a nd Company r evenue a nd net wor th i ncreased s ubstan�ally i n 2022 vs 2021

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such material changes an�cipated for the
next ﬁnancial repor�ng period.

3. Cr edi t Ra �ng I nforma�on. A s ta tement
about whether the Lead Devel oper has a
c r edi t r a�ng, a nd if s o a c opy of the c ur rent
c r edi t r a�ng from one or more of the ma j or
c r edi t r a�ng agencies (Moody's, Standar d &
Poor 's a nd Fi tch), the r el ated c r edit r a�ng
report and a current Dun & Bradstreet
c ommer c ial c redit s core r a�ng, to the
extent they are available.

Brookﬁeld provided a conﬁden�al Moody’s Credit Ra �ng r epor t for Br ookﬁeld Res i den�al, which r ates the c ompany is B1 s table, bec ause i t beneﬁts fr om:
geographic diversity, low- cost land holdings, favorable housing trends, and solid gross proﬁt margins.

No c r edi t r a �ng i nfor ma�on was pr ovided for a ny of the HAP tea m member s .

4. Financially Responsible Party
Conﬁr ma �on. I f ﬁnancial s tatements of a
Financially Responsible Party have been
provided to demonstrate ﬁnancial capability
of the Lead Devel oper or an Equity Member,
pr ovi de a l eter from the chief execu�ve,
c hi ef ﬁna ncial oﬃ cer, or tr ea surer of tha t
Financially Responsible Party conﬁrming
tha t i t wi l l ﬁnancially s uppor t all of the
Respondent’s obliga�ons wi th r es pec t to
the Devel opment Footprint.

As r equi r ed by the RFQ , Br ookﬁeld i ncluded a c onﬁden�al l eter from i ts CFO s ta�ng tha t Br ookﬁeld Residen�al Pr oper�es, I nc. I s the Fi nancially Res ponsible Party s uppor �ng ﬁnancial obliga�ons for the Devel opment Footprint for the CNWS r e-use project.

Staﬀ Note: The letter included from Sovereign Equity Partners (SEP) does not meet the RFQ requirements for conﬁrming that it, or some other party, will ﬁnancially support all of HAP’s obligations with respect to the Development Footprint.

5. Prior Transac�ons/Financial Par tners. I f
the c ompa ny i s privately hel d a nd ther e i s
no available public informa�on, provide a
combina�on of documented evidence of
pr i or tr ansac �ons in which a ll or
s ubs tan�ally all of the ﬁna ncing wa s
provi ded by the Lead Devel oper, l eters
from banks and/or current or proposed
ﬁnancial partners indica�ng the scale of
r ec ent l oa ns, the s i ze of the c r edi t line, or
other inform a�on that will provide the
LRA with assurance that the en�ty can fund
a project of this scale without unduly
stretching i ts r esources. See bel ow for
submital instruc�ons for Conﬁden�al
Informa�on by privately held companies.

Not applicable. Brookﬁeld and its subsidiaries are public companies. See discussion about Brookﬁeld and Brookﬁeld Residen�al ﬁnancial statements above.

No l eter s wer e i ncluded fr om banks a nd/or c ur rent or pr oposed ﬁnancial par tner s with s pec i ﬁc informa�on i ndica�ng the s cale of r ec ent l oans to HAP a s a tea m or i ndividual member s , or the s i ze of c r edit l ines, or other ﬁnancial i nforma�on that pr ovides the LRA wi th a s suranc e that the en�ty c a n fund a pr ojec t of the s c ale of the Devel opment Footprint without unduly stretching its resources.

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6. Li�ga�on Disclosures.

6.a . I f, i n the pa s t 10 years, a ny funding
s our c e or ﬁnancial i ns�tu�on has ta ken a ny
adverse ac�on against the Lead Devel oper
or a ny j oint ventur e par tner, s uc h a s
ter mi na �ng or r estr ic�ng the us e of funds,
include a summary of such ac�on and the
outc ome of the s a me.

No reported ac�ons. No i nfor ma�on pr ovided for any HAP tea m member s .

6.b. Respondents must also include a
c ompr ehensive l ist of a ny a nd a ll li�ga�on
(exc ept for mi nor employment c laims or
minor private party business disputes) that
i s i n a ny way r elated to i ts development
pr oj ec ts or internal or c ounter-party
organiza�onal disputes, in which the Lead
Devel oper or Equity Member or Fi nancially
Responsible Party has been involved over
the l a st ten yea r s, i f a ny.

• A Brookﬁeld aﬃliate is i nvolved i n l i�ga�on wi th the Ci ty and County of San Francisco regarding applicability of certain transfer taxes which the Brookﬁeld aﬃl iate alleges are inconsistent with i ts Pier 70 development agreement wi th the City and County.
• The Azusa Uniﬁed Sc hool Di strict ha s sued a Brookﬁeld aﬃliate a lleging the developers of the Rosedale master planned community have not dedicated land to the Di s tr ict for c onstr uc �on of a K-8 school. The site originally iden�ﬁed is evidently not s ui ta ble for sc hool c onstr uc�on because of the pr oximity of ea r thquake faults. • A Br ookﬁel d a ﬃliate was s ued by the Ci ty of Chula Vi sta in 2013 for fa ilure to a c cept the tender and indemnify and defend the City against a third party lawsuit. • A tena nt of a Br ookﬁeld mul �-family pr ojec t has ﬁl ed a c lass a c�on s uit i n Al ameda Super i or Court a lleging tha t fees imposed by a Br ookﬁeld a ﬃliate for l ate payment of rent exceed the amount that may properly be charged under California law . Staﬀ Note: This case was identiﬁed by LRA’s legal counsel through a search of relevant court records.

No i nfor ma�on pr ovided by a ny HAP tea m member s.

7. Reference Leters. Three l eters of
reference from l enders (public or private),
i ncl uding contact i nforma�on, to
demonstrate ﬁnancial capacity to undert ake
thi s Project. (These l eters are excluded
from page count.) References signing these
l eters may be c ontacted by the LRA tea m
for conﬁrma�on and clariﬁca�ons.

BP u�l i zes i nter nal equity to ﬁna nc e ma ny of its larger projects, but di d provide a third -party ﬁnancial r efer enc e l eter wi th full c ontac t i nfor ma�on from a Por �olio Ma na ger for Real Estate Investments at the California State Teachers Re�rement System (CalSTRS).

Staﬀ Notes: LRA T eam discussion with this reference indicates that CalSTRS continues to have a strong relationship with Brookﬁeld, and they consider CNWS to be a project consistent with their long-term investment strategy, but acknowledged they will still need to understand the project ﬁnancial requirements.

The reference letter from CalSTRS Portfolio Manager is similar to the reference letter they provided in 2021, expressing a strong recommendation for Brookﬁeld’s skills with entitlement, infrastructure and vertical construction. The letter acknowledged a $600 million equity investment partnership with Brookﬁeld Residential for the past 15 years in Ontario CA.

HAP i nc l uded one ﬁnancial leter (without full c ontac t i nfor ma�on) fr om its own tea m member, Soverei gn Equity Partners (SEP), which par tner s with Genesis Commer cial Capital, a Kor ea n c apital pla�orm. Staﬀ Note: A ll LRA Team eﬀorts to contact the SEP letter signer by email and LinkedIn were unsuccessful.

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2023 Master Developer SOQ Summary Tabl e

Page 18 of 18 ends

Brookﬁeld Proper�es Housing America Partners
Sec�on 5.2.6:

Review of Exclusive Nego�a�ng
Agreement
Provided comments for future considera�on. No comments on the ENA provided.

Sec�on 5.2.7:

Comments on the CFP Term Sheet
Provided comments for future considera�on. No c omments on the CFP Ter m Sheet pr ovi ded.

Sec�on 5.2.8:

Project Labor Agreement (See 3.11
Construc�on Labor).

BP ha s exec uted a Pr ojec t La bor Agr eement wi th the Contr a Costa County Building and Construc�on T rades Council.

• No Project Labor Agreement was provided.
• HAP i ndi cates i t i s too ea rly to nego�ate s uch maters on s uch a c omplex build pr ocess.

HAP notes tha t a l l a ﬀordable building c onstr uc�on follows federal l abor l aws.

Staﬀ Note: Jac
ob Adiarte, Local 22 Carpenter’s Union, was listed as a signatory on the cover letter of the submittal, but the document was only signed by Aubra Levine, Vice President of Real Estate Operations for The Unity Council. No agreement from the Carpenter’s Union, other unions or the Contra Costa Building and Construction T rades Council was included with the submittal.

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Request for Master
Developer Qualifications 2023:

Concord Naval Weapons Station
Concord Reuse Project
Area Plan Implementation
Attachment 2

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Table of
Contents
I. Master Developer Team 1
II. Master Developer Team Experience 13
III. Responses to Questions 15
IV. Financial Capability 41
Appendix
Biographies
Letters of Support
ENA Redline
Term Sheet Redline
CONFIDENTIAL:

Financial Capability & Required Disclosures
Project Labor Agreement
Submitted Under Separate Cover

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Cover
Letter
July 14, 2023
Mr. Guy Bjerke
Director, Economic Development and Base Reuse
City of Concord
1950 Parkside Drive
Concord, CA 94519
Re: Request for Master Developer Qualifications 2023, Concord Naval Weapons Station, Concord Reuse Project Area Plan Implementation
Dear Mr. Bjerke and the City of Concord,
On behalf of our team, I am excited and appreciate the opportunity to submit our Statement of Qualifications for the Concord Naval Weapons Station Reuse Project (“CNWS”).

As this is our second time submitting, we have developed engaging relationships with the Concord community and stakeholders to initiate a long-term partnership. Concord is a wonderful community and CNWS represents an amazing development opportunity that we would love to be part of. We understand the unique challenges and opportunities and are committed to a strategic community outreach program, navigating an ever-changing market for both housing and commercial development, as well as a complex negotiation with the Navy that supports an efficient development program and community benefits, all while providing great neighborhoods and good paying jobs to the Concord community.

We have assembled an extremely passionate and experienced team with the expertise to provide a world-class project that will benefit the current and future residents of Concord. We have unparalleled experience in public-private real estate development projects of this scale, complexity, mix of uses and financial requirements.

Our team understands the importance of providing a balanced approach to meeting the needs of the city, with the financial capacity and know-how to navigate through economic uncertainties, while never losing sight of the ultimate goal of providing opportunities and benefits that build on the quality of life for the community.

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At Brookfield, community defines who we are. Our passion and expertise is what drives a focused commitment to exceptional communities creating unparalleled experiences for our customers while adding to the great cities that we choose to develop in. This unique blend of qualities is what gives us the ability to deliver on a community’s vision and create long-lasting value for each stakeholder involved.

Enclosed please find our response to the Request for Qualifications for the Concord Naval Weapons Station Reuse Project. Our team thanks you for your consideration, and please do not hesitate to contact us if you have any questions or need additional information.

Sincerely,
Josh Roden
President, Northern California • Land & Housing Development

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I. Master
Developer Team

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 1 |
1 23
4 5
9 10
8 6
7 10

HOMEBUILDER

7. LAKESIDE/HORIZON @ ONE LAKE , Fairfield

8. PATINA/COPPERLEAF/FOUNDRY @ NAPA PIPE , Napa

11. CHANDLER, Brentwood
8 9
10 1. 5M, San F rancisco

2. PIER 70 , San Francisco

3. STONESTOWN GALLERIA , San Francisco

4. BL VD, Dublin

5. NEWPARK, Newark

6. AMORUSO RANCH, Roseville
GRAND PARK, Natomas

9. SUNDANCE/MOONSTONE @ ROSEWOOD , Morgan Hill

MASTER DEVELOPER
1 2
3 4
5 6
7 Brookfield Properties in
the Bay Area
8

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We are a fully-integrated, global real estate services company that provides industry-leading portfolio management and development capabilities across the investment strategies of Brookfield Asset Management. From office to retail, logistics to multifamily, and hospitality to development, we work across sectors to bring high-quality, sustainable real estate to life around the globe every day.
130M+
OFFICE
Total SF
Across 300+
Office Properties
130M+
RETAIL
Total SF
Across 160+
Retail Assets
27,000

MULTIFAMILY
Managed Units &
Additional 24,000+ Units
Under Development
40M

LOGISTICS
Total SF
with 42M SF
Under Development
2,200

HOSPITALITY
Keys Globally,
with 200,000 SF
Under Development
90M+

PIPELINE
SF Development Pipeline,
with 52M SF
Under Construction
Pier 70, San Francisco, CA
Developer:

Brookfield Properties

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 3 |
Brookfield Properties has had a long standing presence and process in Northern California spanning multiple project sites. We have taken these projects from Entitlement to Operations, and every phase of Development in between.

A robust engagement process is critical to our visioning and planning efforts. It adds richness to the vision, and streamlines the overall process. Through a series of gatherings with a broad set of stakeholders we ensure that everyone is heard.

This allows us to cultivate a vision and clearly communicate what the Concord Weapons Naval Base is, as well as create partnerships with organizations and businesses that may become key partners in the creation of place in the evolved site.

Our approach is market specific, accounting for local voices to help us curate a meaningful place.

This serves as a value proposition to the cities we enter, bringing a genuine process resulting in the shared creation of a special destination.

GATHERINGS
• User Research/Focus Group Interviews
• Community Meetings
• Workshops
• Open Houses
• Events
• Partnerships with Local Businesses

STAKEHOLDERS
• Residents
• Businesses
• Potential Employers
• City Representatives
• Advisory Groups
• Community Organizations
I think they have a gold standard in community
engagement. The speed at which they moved from
entitlement to being in the ground is extraordinary.
- ELAINE FORBES , Executive Director | Port of San Francisco Commitment to
the Concord Community

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THE IMPORTANCE OF PUBLIC-PRIVATE PARTNERSHIPS
Truly visionary projects are opportunities to combine a city’s built environment with the ingredients of complete communities. From economic and fiscal policy to social and cultural initiatives, merging public and private interests is a complex and challenging endeavor, but one that makes even the most ambitious projects achievable. A successful partnership is not just “the deal” or agreement on business terms. Of equal importance is a defined process by which collaboration facilitates a shared vision, clear goals, and successful implementation.

EXPERIENCE REQUIRED IN PRACTICE TODAY
Brookfield Properties experience in Public-Private Partnership (“P3”) projects offers cities and local leaders a level of certainty and credibility that is unique in the market. With constrained levels of public resources, increased pressure on community outcomes and greater accountability for financial investments, the credibility and the ability to deliver from a private sector partner are minimum requirements in today’s environment. Brookfield Properties is well-positioned to deliver as a strategic partner for the City of Concord.

More than 50 Million SF
of Public Private Partnership Projects
Over $20 Billion
of Public Private Partnership Investments
(1,2) – Includes select recent P3 projects in various stages of development.

Figures are presented in unadjusted nominal dollars
Public-Private
Partnership Experience

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 IT’S ABOUT THE EXPERIENCE, NOT JUST THE REAL ESTATE
We create places that are experiential destinations for workers, residents, consumers and visitors. Placemaking is deeply ingrained in our development philosophy and the way we run our business every day.

Our approach to Placemaking encompasses these critical aspects:
• Premier assets in central locations
• Alignment of goals and values with that of the community • Focus on innovation and operating expertise
• Best practices in sustainability
• Destination shopping and cuisine
• Abundant tenant and public amenities
• Seamless connectivity to public transportation
• Enjoyable, appealing and multi-use green spaces
• World-class arts and events programming
• Integrated lodging and living
• Parks, open spaces
• Walkable/bikeable neighborhoods
• Cutting edge land planning and visioning
We don’t just landscape or hardscape. We people-
scape: designing locations that will create a moment
that someone wants to be in.
- SABRINA KANNER , Executive VP, Design & Construction | Brookfield Properties Our distinguished arts and events programming approach brings public spaces to life through world-class cultural experiences and activations, including concerts, dance, visual art, community events, and more. We host 200+ events annually at each of our districts.

Placemaking:

The Brookfield Experience
5 |

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#1
US Retail Portfolio GRESB
Ranking as Regional
Sector Leader for Retail
Companies in the Americas
85%
Average Global GRESB
Score in 2021
90%
of our Eligible
Global Office Footprint
has Achieved a
Sustainability Designation
or Sooner Across our Full Global Portfolio
Net Zero
by 2050
Raising the Bar in
Sustainable Real Estate

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 7 |
Development Leadership
Organizational Snapshot

BROOKFIELD PROPERTIES
Master Developer

URBAN DESIGN ASSOCIATES
Master Planner & Design Team Lead

GREENBERG TRAURIG
EDC MOA Negotiation Support

GEOSYNTEC
Environmental Remediation Engineering

SUNSET DEVELOPMENT
Commercial Development Advisor
BRIGHTWORKS: Sustainability Consultant
CBG: Civil Engineering Consultant
FEHR & PEERS: Transportation Master Planning Consultant ENGEO: Geotechnical Consultant
LESAR: Capital Mapping

STEVENS, FERRONE & BAILEY
SWPP and Inspections

COX CASTLE
Transactional, Land Use
& Environmental Counsel

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BROOKFIELD PROPERTIES DEVELOPMENT TEAM
Our project team brings a perfect combination of a large company expertise, specialized capabilities and strong local ties, allowing for quick and lasting decisions in conjunction with community partners.
• JOSH RODEN , Brookfield Properties | President, Northern California: Project Executive • TRECE HERDER , Brookfield Properties | Vice President, Northern California: Entitlement Lead • GONZALO RODRIGUEZ, Brookfield Properties | VP, Land & Planning: Master Planning & Construction Lead • JOE GUERRA , Brookfield Properties | Planning Strategist: City & Navy Transaction Collaborator • MANDI MISASI, Brookfield Properties | Director, Forward Planning: Village Neighborhoods Design Lead • TIM BACON , Brookfield Properties | Senior Director, Commercial Development • PETER STONE , Brookfield Infrastructure | Senior Vice President • BERK GURSOY, Brookfield Renewables | Vice President, Project Development • EMILY BOYD, Brookfield Properties | Director of Land Acquisition • JACK TSE, Brookfield Properties | Senior Development Manager • DONNA ESTACIO , Brookfield Properties | SVP, External Affairs • DAVID STERNBERG , Brookfield Properties | Executive Vice President, Commercial Office • JOHN SAMOTYJ, Brookfield Logistics | Vice President, Industrial & Manufacturing • ALEXANDER MEHRAN, Sunset Development | President & CEO: Commercial Development Advisor • MARGO BRADISH , Cox Castle | Partner: Real Estate, Land Use & Environmental Counsel • MATT WYMAN, Cox Castle | Partner & Chairperson: Real Estate, Land Use & Environmental Counsel • CURTIS TOLL , Greenberg Traurig | Partner: Navy Transfer & Transaction Advisor • BARRY LONG, Urban Design Associates | President & CEO: Master Planner & Design Team Lead • CHRIS FORNEY , Brightworks | Principal: Sustainability Consultant • ANGELO OBERTELLO , CBG Engineers | Principal: Civil Engineer • BILL BURTON , Fehr & Peers: Transportation Consultant • URI ELILHU , Engeo: Environmental, Geotech, Hydrology • CHUL GUGICH , LeSar | Principal: Capital Mapping
• RANDY BRANDT , Geosyntec: Base Reuse Environmental Consultant • KEN FERRONE & JOHN BAILEY , Stevens, Ferrone & Bailey: SWPP and Inspections

PARTNERS

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 9 |
Project Team:

Our Partners
SUNSET DEVELOPMENT, sunset-development
ROLE: Commer cial Office Development Partner
LEAD: Ale x Mehran, President & CEO
Family owned and operated since 1951 by the Mehran family, Sunset Development has deep roots in the East Bay and has proved over and again its dedication to building projects that will stand the test of time and create a lasting legacy.

RELEVANT EXPERIENCE:
• Bishop Ranch, San Ramon, CA
GREENBERG TRAURIG, www.gtlaw.com
ROLE: EDC MO A Negotiation Support
LEAD: Curtis T oll, Shareholder
Unique to GT’s environmental practice is its extensive experience in all phases of military base reuse and redevelopment and its knowledge of contemporary legal issues surrounding Base Realignment and Closure Sites (BRAC).

RELEVANT EXPERIENCE:
• Warminster Naval Air Warfare Center,
Warminster, PA
• Fort Ord, Monterey County, CA
• MCAS El Toro, Irvine, CA
• Union Point, South Weymouth, MA
• Fort Gillem, Forrest Park, GA
COX CASTLE, www.coxcastle.com
ROLE: R eal Estate Transactional, Land Use & Natural Resources, and Environmental Counsel LEAD: Mar go Bradish, Partner and Matt Wyman, Partner and Chairperson-External Practicing exclusively in real estate, finance, and construction, Cox Castle boasts one of the largest concentrations of real estate expertise in the United States. Cox Castle offers clients robust working relationships with city, county, and agency officials.

RELEVANT EXPERIENCE:

• Concord Naval Weapons Station, Concord, CA
• Alameda Naval Air Station & Fleet Industrial
Supply Center, Alameda, CA
• Point Molate Naval Facility, Richmond, CA
• Mare Island Naval Shipyard, Vallejo, CA
• Oakland Army Base, Oakland, CA
• Oak Knoll Naval Medical Center, Oakland, CA
• Hunters Point Naval Shipyard, San Francisco, CA
• Naval Station Treasure Island, San Francisco, CA
• Fort Ord, Monterey County, CA

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UDA, www.urbandesignassociates.com
ROLE: Ma ster Planner & Design Team Lead
LEAD: Barry L ong, Managing Principal
Founded in 1964, UDA is a top-tier international urban design practice with the experience and expertise to conceive the neighborhood, city, or region as an authentic, compelling place.

RELEVANT EXPERIENCE:
• Daybreak, South Jordan, UT
• The Groves, Whittier, CA
• East Garrison, Monterey County, CA
• South Lake Union, Seattle, WA
• Currie, Calgary, Alberta, Canada
CARLSON BARBEE & GIBSON, INC., www.cbandg.com
ROLE: Civil Engineering Consultan t
LEAD: Angelo Obert ello, Principal
CBG provides consulting services from concept through construction for land development companies and public municipalities.

RELEVANT EXPERIENCE:
• Concord Naval Weapons Station, Concord, CA
• Alameda Point, Alameda, CA
• Mare Island, Vallejo, CA
• Faria Preserve, San Ramon, CA
• Dougherty Valley/Windemere, San Ramon, CA
BRIGHTWORKS, brightworks.net
ROLE: Sus tainability Consultant
LEAD: Chris F orney, Principal
One of the first sustainability consulting firms in the United States, Brightworks Sustainability has enjoyed a position of leadership and innovation in sustainability since its founding in 2001.

RELEVANT EXPERIENCE:
• Brookfield Pier 70 Waterfront Redevelopment,
San Francisco, CA
• Brookfield 5M Development, San Francisco, CA
• BRIDGE Housing Balboa Reservoir Master Plan,
San Francisco, CA
• San Diego State University Mission Valley
Campus, San Diego, CA
• Sand Hill Property Company Vallco Town
Center, Cupertino, CA

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 11 |
Project Team:

Our Partners
FEHR & PEERS, www.fehrandpeers.com
ROLE: T ransportation Master Planning Consultant
LEAD: Bill Burt on, Senior Associate
Fehr & Peer’s clients have trusted them to be their partners in transportation planning and engineering since 1985. They live out their commitment, mission, and vision in three distinct ways: a talented workforce, a robust research and development program, and a local community focus.

RELEVANT EXPERIENCE:
• Concord Naval Weapons Station, Specific
Plan/Transportation
• City of Concord On-Call Transportation Engineering
• Treasure Island Reuse, Transportation Master
Planning
• Mare Island Reuse, Transportation Master
Planning
• Alameda Point Reuse, Transportation Master
Planning
• CCTA, VMT Methodology Development and
Threshold Setting
STEVENS, FERRONE & BAILEY, sfbengineering.com
ROLE: SWPPP, Geotech & Special Inspections Consultant
LEAD: K en Ferrone & John Bailey
Stevens, Ferrone & Bailey Engineering Company, Inc. is a professional consulting firm specializing in geotechnical engineering, storm water management, engineering geology, geologic hazard mitigation, construction inspection and materials testing, special inspection, and forensic evaluations. Established in 2000 and headquartered in Concord, California, SFB provides expert design and construction solutions for the unique terrain of the Bay Area, northern and central California, and the greater western states.

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ENGEO, www.engeo.com
ROLE: Geo technical Consultant
LEAD: Uri Eliahu, Pr esident
ENGEO is an award-winning California Corporation of more than 350 geotechnical and civil engineers, geologists, environmental scientists, water resources experts, field representatives, laboratory testing specialists, and supporting staff, serving clients in California and abroad for 50 years.

RELEVANT EXPERIENCE:
• Mare Island Naval Shipyard Reuse, Vallejo, CA
• Alameda Point Development, Alameda, CA
• Hamilton Air Force Base, Novato, CA
• Treasure Island and Yerba Buena Island Reuse
Project, Treasure Island, CA
• El Toro Naval Marine Corps Air Station, Irvine, CA
GEOSYNTEC CONSULTANTS, www.geosyntec.com
ROLE: En vironmental Consultant
LEAD: Randy Br andt, Senior Principal
Geosyntec has over 20 years experience in working with local reuse authorities and master developers on the environmental issues associated with the cleanup, privatization, and redevelopment of closed military bases.

RELEVANT EXPERIENCE:
• Concord Naval Weapons Station, Concord, CA
• Hunters Point Naval Shipyard, San Francisco, CA
• Alameda Naval Air Station, Alameda, CA
• Treasure Island Naval Station, San Francisco, CA
• Fort Ord Army Base, Monterey County, CA
LESAR, lesardevelopment.com
ROLE: Capital Mapping, A ffordable Housing & Public Financing Consultant LEAD: Chul Gugich, Principal
LeSar Development Consultants works with leaders in creating large-scale, lasting social change through customized consulting services focused on creating physically, economically, and environmentally resilient communities.

RELEVANT EXPERIENCE:
• Capital Mapping for the San Diego Region,
San Diego Association of Governments
(SANDAG), San Diego County, CA
• Scaling Equitable Green Housing Finance,
Wells Fargo Foundation, California Statewide
• Strategic Advising Services to Los Angeles
County CEO, Los Angeles County, CA
• LA Metro Housing Accelerator, LA Metro, Los
Angeles County, CA

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II. Master
Developer
Experience

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Brookfield Properties has a tremendous track record of success with large, complex, mixed- use projects. We have provided information for several Brookfield projects and our Commercial Vertical Development Partner, Sunset Development. These projects show the scope and scale of our experience across the country, as well as with the local team and California leadership.

For each of these projects, Brookfield has provided the majority of required equity from its significant balance sheet. Project-generated public financing has generally been used in all of the examples to fund public improvements and is noted in the appropriate sections. We would be happy to provide references for lenders and discuss financial performance on these projects.

Community
Engagement
Emerging Tech
& Sustainability
Concepts
Affordable
Housing
Infrastructure
Development
Union Labor
/ Workforce
Programs
Mixed-Use
Development
/ Placemaking
Environmental
Remediation
(Base Reuse)
PIER 70 • • • • • • •
BLVD • • • • • • •

CENTRAL
PARK
• • • • • •
PLAYA
VISTA
• • • • • •
THE
YARDS
• • • • • • •
BISHOP
RANCH
• • • • • •
BLVD, Dublin, CA
Experience
Overview
13 |

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Bishop Ranch, San Ramon, CA
The Yards, Washington, D.C.

Pier 70, San Francisco, CA
Playa Vista, Playa Vista, CA
Central Park, Denver, CO
To review Brookfield’s relevant case studies, please follow the link:
https:/ /issuu.com/brookfieldpropertiesdevelopment/docs/case_studies?fr=xIAE9_zU1NQ

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III. Responses
to Questions

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 What is your vision for the development of the Project? Will your vision be consistent with the CRP Area Plan?
How does it build on the vision as presented in the CRP Area Plan and reflect your current thinking about the real estate market, Concord’s competitive advantages, and your experience implementing complex development projects?
15 |
What if the former Concord Naval Weapons Station
becomes a place for jobs, for people, for Concord?
People are drawn to authentic places that include
a mixture of retail, amenities, housing choices,
and compelling public spaces. Companies want
authenticity, too, because it helps to attract
and retain top-tier talent. To shape an authentic
and lasting place, it is essential to execute the
communities’ comprehensive vision, as reflected in the CRP Plan.

We propose creating a lasting and vibrant place, based on and consistent with the CRP Area Plan. We believe that the only way to achieve the City of Concord’s goals for attracting significant employment-generating uses and world-class neighborhoods is creating a comprehensive Specific Plan and holistically developing the site. We believe that Brookfield Properties is a uniquely qualified partner to do it.

Successful places each have an authentic mission and purpose. Concord must be a singular place, with premium neighborhoods and business attractors. This is and will be the city’s competitive advantage. We look forward to turning this vision into a reality together. 1a.
1b.
1c.
5M, San Francisco, CA

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Singular Place
Our vision is your vision—to create one Concord. The history of Concord, along with its pace of life, values, cultural diversity, and colorful mixture of shops, restaurants, and architectural styles all combine to impart a unique character.

Weaving this spirit of Concord into the City’s next great place will shape an authentic, lasting, and valuable part of the broader community.

WE BELIEVE
The following principles illustrate the Master
Developer Team’s philosophies on the
ingredients of great places. These principles
also align with the City’s goals as outlined in the
CRP Area Plan.
• Create a strong sense of place infused with
Concord’s DNA, history, and traditions.
• Take to heart diversity and inclusion,
reflective of Concord’s family-first multi-
generational focus and multi-ethnic
demographics.
• Create unrivaled open space that provides
for conservation and recreation.
• New development that supports
opportunities for existing Concord workers,
businesses, and residents.
• Foster innovation and technology.
• Minimize the climate impact of development.

HOW WE DO IT
• Emphasize connection with the North
Concord/Martinez BART Station, partner
with GoMentum on integrated smart-modal
solutions within the development and multi-
modal choices.
• Activate green spaces, including the
Neighborhood Frame.
• Focus on placemaking and activation
in partnership with local and regional
creative organizations.
• Provide mixed-use neighborhoods with a
wide range of housing options and choices.
• Utilize longstanding relationships with the Navy,
DOD, and California regulatory agencies.
• Develop an environmental risk
management program, including procuring
and manuscripting robust pollution liability
insurance for the benefit of both the City
and Brookfield.

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 17 |
ALIGNMENT WITH THE CITY’S GOALS

ECONOMIC DEVELOPMENT & JOB CREATION
Generate jobs by establishing a place that attracts talent and companies.

INFRASTRUCTURE FRAMEWORK
Construct a flexible framework of infrastructure that springboards future development and value allowing flexibility of uses and building forms.

TOD PLAN AND IMPLEMENTATION STRATEGY
Support the creation of a TOD and a multi-modal transportation hub near the North Concord/ Martinez BART Station.

OPEN SPACE FRAMEWORK
Development will complement the more than 60% of the site that is set aside for conservation and recreation.

AUTHENTIC PLACE
Identify and embrace key context elements in local culture and history to engender authenticity in the neighborhoods.

CRP AREA PLAN’S CLIMATE ACTION PLAN
Reduce the climate impact of development and incorporate key sustainable elements into a cohesive master plan design.

HOUSING OPTIONS
Work with the City on the best way to integrate the 25% affordable housing requirement and to craft mixed-use environments that will attract companies and top-tier talent.

KEY TENANTS AND USERS
Establish the North Concord BART area, commercial Innovation Hub, and Higher Education Campus as desirable locations for local companies and institutions to grow and regional companies and institutions to expand and then capitalize on opportunities such as an emerging biotech industry, an entertainment district, and decentralized hub-and-spoke approach of major technology and office employers.

ENVIRONMENTAL RISK
Manage environmental risk and spearhead a collaborative redevelopment effort among the City, Developer, and the Navy.

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Premier Neighborhoods
The most livable neighborhoods are much more than subdivisions. They are mixed- use places of convenience and character that build on and enhance existing city fabric. They become the backbone of daily life, where socializing outside the home is an integral part of residents’ days. Amenities are within walking and biking distance and multi-modal transit is ubiquitous along streets.

Creating premier neighborhoods with schools, amenities, housing choices, and activated parks is not only Brookfield’s philosophy on design: incorporating these features into communities creates value for all. Building complete communities engenders the compact, higher density development we all envision. Placemaking is the key.

WE BELIEVE
The following principles illustrate Brookfield’s philosophies on the elements of premier neighborhoods and align with the City’s goals as outlined in the CRP Area Plan. • Begin planning around public space and walkability.
• Foster a distinctive sense of place that assimilates the City of Concord’s DNA. • Provide a full spectrum of housing choices, including the seamless integration of affordable housing. • Provide a variety of convenient transportation choices that connect destinations. • Incorporate community benefits, schools, community facilities, parks, etc. • Connect neighborhoods to the city and open space and maximize public access by foot, bike, and transit.
• Embrace diversity and inclusion, reflective of Concord’s multi-ethnic demographics.

HOW WE DO IT
• Create a Specific Plan that codifies the
CRP Area Plan.
• Program activities throughout the
day and year in partnership with local
businesses, organizations, and events.
• Deliver an exceptionally curated and
implemented experience with climate
friendly, effective designs.
• Engage with the Navy to align cleanup
activities with site development
to ensure a timely transfer of
environmentally safe properties.

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Business Attractor
Creating a place with retail, amenities, housing choices, and compelling activated public spaces attracts employee talent and the investment of companies who are competing for it. In Concord, leveraging the TOD opportunity opens the door to creating an entire “transit-oriented district with a flavor of city life.” Mixed-use, amenity-rich places like the TOD District, the Campus District, and the Innovation/Gateway District are where trailblazing organizations like higher education institutions, technology companies, and innovation hubs want to invest.

HOW WE’VE DONE IT
PLAYA VISTA created a mixed place with residences alongside well-delivered retail, art, and a great parks design that attracted companies and jobs. Google and other tech users have filled 4M+ square feet.

WE BELIEVE
The following principles marry the City’s and the
Brookfield Team’s philosophies on the features
of great places that attract businesses.
• Facilitate access and provide multi-modal
transportation choices.
• Invest early in location-authentic
placemaking for the benefit of residents,
employees, and company cultures.
• Establish a framework that provides
flexibility of uses and building forms.
• Create authentic spaces inspired by the
existing culture and energy of Concord.
• Integrate various uses for a convenient and
mixed-use environment.
• Provide a variety of higher density housing
options to meet the workforce demand.
• Embrace robust economic development.

HOW WE DO IT
• Identify early activations with creative
partners to draw people to the district.
• Create unique, compelling places
surrounded by mixed uses in a self-
supporting network of amenities.
• Create opportunities for tenant flexibility
and expansion.
• Create an ecosystem of sustainable and
resilient infrastructure that ensures the
longevity of the community.
• Develop an outreach and marketing
program with the City to highlight a variety
of business opportunities.
• Participate in regional and national
business related conventions to showcase
our community and opportunities.
• Leverage Brookfield’s relationships
with many name brand companies to
meet directly for commercial, retail and
institutional uses.

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UNIVERSITY PARK AT MIT (Cambridge, MA) developed a
comprehensive master plan that emphasized public parks
and gathering space to serve the broader community. Today the project is a central part of the Cambridge biotech hub and supports over 5,000 jobs with complementary retail, residential, and hospitality uses.

CORNELL TECH (Cambridge, MA) emphasizes interaction within the public realm, connecting the mixed-use commercial office campus and its users on Roosevelt Island with outdoor amenities and gathering points. At completion the innovation campus, delivered in a public-private venture with Cornell University, is estimated to create 28,000 new jobs and 600 new companies.

PIER 70 (San Francisco, CA) is a platform for diverse shared experiences across an integrated community of restaurants, and maker studios, homes, offices, lab space and retail.

This 28 acre destination on San Francisco’s South Eastern waterfront will create up to 10,000 construction jobs and 12,000 permanent jobs for the community.

THE YARDS (Washington, D.C.) Washington DC’s The Yards neighborhood is an iconic liveable, walkable, and workable destination boasting green spaces, waterfront access, day- to-night dining, and expansive views. Extending its unique point of view to the workspace, The Yards touts itself as the most liveable, workable and walkable neighborhood in DC.

BISHOP RANCH (San Ramon, CA) is A next-generation
workplace home to a dynamic mix of Fortune 500 companies, local startups, and everything in between. Premium office space paired with life-enriching amenities gives our growing destination endless ways to engage, experience and enjoy.

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SUPPORT INNOVATION AND TECHNOLOGY
From on demand autonomous transportation to future-forward smart buildings and homes, Brookfield works to be at the leading edge of innovation and technology related to community design. Just a few examples include:

ENE.HUB (Smart City Ecosystem)
• ENE.HUB, a Brookfield company, represents major advances in the way cities communicate, provide power, care for the environment, keep residents safe, and coordinate activities.

GOMENTUM (Testing Ground for Connected And Autonomous Vehicles) • At GoMentum Station, CCTA is helping to inspire a new generation of technology that has the potential to revolutionize transportation infrastructure and bring jobs to Contra Costa County. Sunset Development is currently partnering with GoMentum with the testing of the Presto autonomous shuttle at Bishop Ranch. This aligns with Brookfield’s commitment to emerging transportation technologies and we look forward to working with GoMentum and CCTA during the build out of the Specific Plan.

MOBILITY HUB
• Brookfield is actively pioneering the mobility hub concept. This innovation includes a variety of options that are co-located in neighborhoods for users to get between fixed stops and their final destinations. The mix includes small-scale shared use options such as autonomous on-demand shuttles, bikeshare, carshare, e-scooters, ride sourcing, on-demand ridesharing, and neighborhood electric vehicles.

INDUSTRIOUS (Co-Working)
• Brookfield has an ownership interest in Industrious, one of the largest and most progressive co-working companies in the US with an existing co-working office in Concord at 2001 Clayton Rd Suite 200. This presents an opportunity to include flex office hubs in early phases to support remote work and seed demand for commercial office in North Concord.

HIGH-SPEED FIBER NETWORK
• We strive to provide high-bandwidth gigabit infrastructure to every new business, institution, residence, and transportation network, allowing for super-fast uploads/ downloads – an essential amenity with so many people working, schooling, and entertaining in their communities.
21 |

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In your assessment will an increase in the CRP Area Plan’s residential unit count be necessary to achieve financial feasibility?
In Brookfield’s preliminary assessment, an increase in the CRP Area Plan’s residential unit count is not anticipated at this time and can be explored with the City as part of our development of the specific plan and enhancements to the CRP Area Plan.
1d. What changes, if any, from the CRP Area Plan do you anticipate requesting of LRA and Navy and what circumstances or reasons would you cite to justify those changes? The Area Plan provides a compelling framework and vision for the future of Concord. At this time we don’t anticipate requesting any material changes, though we acknowledge a significant amount of time has passed since the CRP Area Plan was adopted and certain aspects may need to be updated such as rapid adoption of electric vehicles and solar/electric storage for homes and businesses. As we work through the community engagement process, in partnership with the LRA, future modifications may be required to remain consistent with community and LRA expectations for development.
1e.

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Provide one color illustration not to exceed an 11” x 17” format expressing in a high-level schematic representation the development vision described in item 1, above.

See next page.
2

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Phase 2
Phase 1
Phase 3
Phase 5
Phase 4
Phase 5

TOURNAMENT

SPORTS PARK
COAST
GUARD

DISTRICT

DISTRICTBART

CALIFORNIA DEL TA HIGHWA Y
Phase 2
Phase 2

DEL TA ROAD
WILLOW
PHASE 1 PEDESTRIAN
BRIDGE
PASS
ROAD

CITY WIDE PARK

FUTURE CONCORD

HILLS REGIONAL PARK
MT. DIABLO CREEK

CONTRA COSTA CANAL

NORTH CONCORD
TOD

CAMPUS DISTRICT

INNOVATION GATEWA Y

DISTRICT
1 23
4 5
6 1. 5M, San Francisco

2. PIER 70, San Francisco

3. STONESTOWN GALLERIA, San Francisco

4. BL VD, Dublin

5. NEWPARK, Newark

6. LAKESIDE/HORIZON @ ONE LAKE, Fairfield

7. PATINA/COPPERLEAF/FOUNDRY @ NAPA PIPE, Napa

8. SUNDANCE/MOONSTONE @ ROSEWOOD, Morgan Hill
7 8
Downtown Concord
Todos Santos Plaza
Todos Santos Plaza
Downtown Concord

PHASING FRAMEWORK

CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION PHASE 1 ROAD
ACCESS

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 The LRA seeks a committed development partner for this Project. Please describe your preferred approach to working in partnership with the City Council and staff to complete detailed planning and entitlements through to Project implementation.

The success of a project this large and
complex requires a collaborative relationship
between the Master Developer and the
City (Council and staff). Over decades,
Brookfield has maintained an unparalleled
track record of partnering with local,
regional and state agencies to plan,
outreach, entitle and develop complex and
premier master plan developments.

This can only be done by prioritizing trust,
integrity, and transparency. Attached letters
of reference from partners at local agencies
attest to this character and commitment.

Several of our team members have prior
experience working as city staff, leading
planning and negotiations for large public-
private development projects, including on
former military bases.

KEY COMPONENTS:
• We establish strong working relationships
with elected decision makers, and
discussions with them are in coordination
with City staff in accordance with
applicable laws. Similarly, we are
committed to working as true partners
with other local, state and regional
agencies. We implement creative and
comprehensive community engagement
and outreach programs, tailored to the
local community. Staff and elected officials
have the comfort that the planning and
balancing of priorities has been thoroughly
vetted through a robust, transparent, and
public process.
• Along the way there will be differences of
opinion- a complex balance of priorities
and economics. This is where it will be
essential to center the discussions on
proforma-based negotiations that focus
on the financial feasibility of the project
and align interests of private and public
agencies wherever possible.
• Brookfield will identify key project leads
who will work directly with key staff on
the detailed planning and implementation
of the project. We will develop an overall
project schedule to guide and track our
mutual efforts, prioritize those efforts and
ensure all parties, staff and consultants,
are working in coordination.
• The project’s size and complexity
will inevitably require the creation of
separate working groups to advance
major components of the work – Navy
EDC MOA negotiations, City/Brookfield
business deal negotiations, EIR, land use
planning, infrastructure and transportation
planning, economic analysis, community
participation, etc. Based on required
expertise, Brookfield will engage the
appropriate technical consultants to
ensure all aspects are addressed to the
highest degree of professional standards.
3a.
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Specify how you would approach partnering with the LRA to engage a broad spectrum of Concord residents and stakeholders as planning, entitlement, and development progress. 3b.

First, it should be recognized that the City of
Concord, through the LRA, has implemented
an exceptional public stakeholder
engagement process since the Navy officially
placed the CNWS on the BRAC military base
closure list in 2005. We are aware that the
LRA conducted a seven-year community-
based visioning and planning process that
resulted in the adoption of the Concord Reuse
Plan (CRP) detailing the community’s vision for
the future use of the property.

Brookfield will build upon and expand the
community and stakeholder engagement
process. We commit to working with adjacent
property owners, neighborhoods, labor
organizations and other local and regional
stakeholders, in coordination with the LRA as
applicable. This includes holding community
meetings, providing meaningful and culturally
appropriate opportunities for community
involvement in the planning process,
creating and maintaining channels for public
information and the media. Continuing a robust
engagement process is critical to our visioning
and planning efforts; it adds richness to the
vision, streamlines the process and creates
community ownership.

Types of effective engagement include:
• Host on-site events and activities to
gather input from a broad cross-section
of stakeholders (local festivals, outdoor
markets, etc.)
• Visit established neighborhood events and
attractions (e.g. Music and Farmers Market
Series at Todos Santos Plaza, 4th of July
Parade & Fireworks, Concord Community
Pool, or Pixieland Amusement Park)
• Door to door meetings with people directly
impacted, specifically engaging highly-
affected neighbors
• Develop project radius mailing list and
include physical mailers/postcards/surveys
to engage a wider audience (translating all
materials into prominent languages spoken)
• Ongoing engagement with stakeholders to
reach diverse audiences
• Conduct detailed community research
through interviews to understand purpose
and tell the story of Concord from a
community perspective
• Take a community roadshow approach
to meeting neighbors where they are
(churches, YMCA, schools, HOAs and
community/neighborhood groups, etc.
• Create an interactive online platform to
communicate project information
We recognize that the re-use of the Concord
Naval Weapons Station presents the city with a
tremendous opportunity to create a world-class
project that represents the vision and values of
the community. It is essential that the benefits

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 of the project are shared by the residents of Concord, adjacent communities, and stakeholders.

During this RFQ process, we have engaged with more than 30 stakeholder groups including elected officials & public agencies, community & neighborhood organizations, labor & business groups and public/ private entities. We’ve reengaged with groups we previously worked with like Save Mt. Diablo, Building Trades Council and Concord City Council, Concord Communities Alliance, Monument Impact, VFW Post 1525 and made new connections with Veteran’s Accession House, Roof and Realm, and GoMentum to name a few. We look forward to continuing to hear what the community needs and wants to see in the project. 25 |
How would you expect to work with the LRA to achieve the 25% affordable housing commitment? The LRA’s expectations for the Master Developer are described in Section 3, so this question focuses on how you would incorporate affordable housing into the planning and entitlement process and work with partners toward implementation.

4. Brookfield will work in partnership with the LRA to plan and program the affordable units outlined in Section 3.15 of the RFQ into the master plan, zoning/specific plan, finance and phasing plan. The affordable housing strategy will align with the goals of the City, County and other stakeholders in the community, including the Community Coalition for a Sustainable Concord, in order to ensure community-wide engagement along the path to achieving the LRA’s commitment to housing affordability.

In the preparation of this RFQ response, Brookfield has engaged with LeSar Development Consultants (LDC), a leading consulting firm and strategic partner in the areas of housing and homelessness statewide. Additionally, Brookfield has strong relationships with several regional affordable housing developers with experience in Concord and/or Contra Costa County and would utilize those relationships to ensure the overall execution of the development strategy.

We envision a holistic, collaborative planning approach to meeting the required affordable housing outcomes over the life of the redevelopment plan. Key aspects to this approach will include:

1. Working with the City to determine a framework for establishing affordable housing program and goals within each development phase. Considerations include:
• Provision of adequate site area for affordable housing development with allowable densities that strategically benefit the affordable housing feasibility • Integration strategies for permanent supportive housing (PSH) units for special needs populations, including seniors, Veterans, and households experiencing or at-risk of homelessness
• Housing for moderate income populations including teachers, medical workers, public service employees, and other sectors

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• Stand-alone affordable housing
(ie. buildings entirely comprised of
affordable units) versus mixed income/
inclusionary buildings
• Equitable distribution of affordability
throughout housing typologies to ensure
all income ranges are served

2. Collaborate with key stakeholders to
identify funding opportunities and means
to the most feasible, timely, and efficient
delivery of the affordable program such as:
• Seeking the expertise of local affordable developers to understand current and emerging funding resources for construction and operations
• Exploring self-help/sweat equity (e.g., Habitat for Humanity, HomeAid) means to efficiently deliver for-sale units cost-effectively
• Leveraging other potential project-generated funding and financing, such as EIFD tax increment financing
• Leveraging public resources, Low Income Tax Credits, HCD programs inclusive of Infrastructure Grant programs, Veteran Housing and Homelessness Prevention programs, California Housing Finance Agency financing programs and Contra Costa County resources designated for infrastructure and sustainable energy components through partnerships with eligible program applicants and funding recipients

3. Evaluating the optimal locations in the master plan to deliver the affordable program including:
• Identifying affordable housing parcels to maximize competitiveness for state and federal funding programs
• Incorporating affordable housing for each phase of the project to strategically leverage funding opportunities
• Mapping the envisioned affordable program to the appropriate locations in the plan from a density and access to services standpoint

4. Commitment to providing $50M in gap subsidy throughout the development with $10M allocated to each of the anticipated 5 Phases.

Brookfield is exploring additional resources to deliver lower cost housing through affordable design, innovative construction technologies, and planning for affordable housing to be located near community amenities and transportation to help reduce family overhead and transportation costs.

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How would you approach phasing the Project, taking into consideration the constraints of availability of land transfer from the Navy described in Section 3.2? There are several key factors that must be considered in determining how to phase site development, including:
• Being as efficient as possible in required initial infrastructure and horizontal improvements • Prioritizing the land uses that best respond to market conditions • Establishing the project successfully from the beginning Our design team’s depth of experience and Brookfield’s on the ground general contracting experience are the best ingredients for successful execution. Working to find the most efficient and sustainable approach to designing and phasing the infrastructure will result in reduced costs that can instead be invested in community benefits and creating a healthier living environment for the community.

Most important to the determination of phasing is the overlay of the timing, location, and condition of land transfers from the Navy. Brookfield is prepared to coordinate the implementation and phasing of the project within the available land transfers from the Navy. In reviewing the availability of land transfer in Section 3.2 of the RFQ, documents filed online and the status of the Navy’s remediation which drives a phasing of land transfers, we have explored our conceptual “First Phase”. With insight from CBG and Geosyntec, who provide a wealth of historical knowledge on CNWS, the team will potentially save years in planning and strategy around balancing infrastructure and FOST phasing that is influenced by the environmental clean-up areas.

The first FOST areas are primarily located in the northwestern portion of the CRP creating the logical initial phases of infrastructure and development. We will work with the LRA and Navy to coordinate the subsequent FOST areas in locations that are most feasible to expand development.

We believe this will start with focusing on expanding development into the areas adjacent to Willow Pass Road and eventually moving into the villages to the southeast, while maximizing the land available for development.

Brookfield will deliver phases of development that balance the priorities of the Project and the Community including affordable housing and other public benefits. The Phasing will be established to ensure the key infrastructure components to support the initial Phases are feasible, while also building in capacity and flexibility for future phases and conditions. Each Phase will provide a strategic delivery of land uses and community benefits that facilitate integrating the project into the existing Concord community.
5a.

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Where would you expect to start development, and why do you think that is the right place to start?
The Phase 1 of development will start with the areas on either side of Willow Pass Road, with a focus to connect infrastructure to Highway 4 and BART. We believe incorporating portions of the CRP that include a mix of residential densities and land uses is critical to delivering a financially feasible initial phase of development. We see this as the right place to start for the following reasons:
• This portion of the plan is the most proximate to the off-site infrastructure needed to support initial development.
• The mixed-use land uses will provide the City and Project with a variety of housing types, delivery of affordable housing opportunities, commercial and retail uses. • The connection to BART will deliver the transit-focused development as the City has envisioned.
• There are several desired community benefits that can be delivered within this area, including the reconstruction of Willow Pass Road which will provide a critical artery for all modes of circulation through the Project and integrates to the larger transit service systems, bike facilities and trails planned within the Project and City-wide. Willow Pass Road improvements will also provide for safe access and infrastructure service to the Thurgood Marshall Regional Park and future Tournament Sports Park and Citywide Park. 5b.

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 • Our proposed Phase 1 will also provide backbone infrastructure that will be necessary for the Campus District and Commercial Innovation District to promote those uses in the market. This concept will require further analysis to identify the most efficient areas of FOST 1 and 2 to be developed with LRA’s input on priority of development objectives. Mass grading plans have been done in the past in helping identify a logical Phase 1. Our analysis would take this a step further in anticipation of what the follow-up phases would look like to ensure proper planning is done at the onset to allow for opportunistic development of various uses in the CRP. • Market dynamics are also important to plan for, with for-sale single family housing (both attached and detached) providing the most consistent positive cash flow and land value to fund the public and private infrastructure that will serve the overall Project. Other sectors like multifamily rental, tech office/research and development, flexible biotech and life science are more cyclical in demand and economic feasibility.
• The flexibility to meet the market where it is during a multi-decade development is essential for success. Our strategy would be to incorporate multiple components of commercial and residential in each phase beginning with the first phase. This strategy allows the Project to succeed when various sectors of development are in a positive cycle, driving value for those specific land uses.

At one of our major mixed-use master developments, Central Park (see project information link in Section II of this RFQ), Colorado (formerly known as Stapleton), the early phases of development comprised lower density neighborhoods that established the development and funded significant infrastructure. The new rooftops supported retail and neighborhood/regional commercial businesses. As these project components were built out, it supported demand for the medium density residential and larger commercial components. It required thoughtful planning, efficient infrastructure design and patience to mature the market. 29 |
How would you view a phased transfer process from the LRA to the selected Master Developer?
5c.

Brookfield views a phased transfer process as a necessity to be able to address the time frame of available land for transfers from the Navy. It allows the ability to maximize the goals of the LRA and overall plan. At our BLVD (Camp Parks) project in Dublin there were six separate land transfers totaling 189 acres with land transfer priority driven by ongoing military needs on the base.

We believe our role is to implement the CRP Area Plan already developed by the LRA in Brookfield fashion to create a Best-in-Class community. A phased transfer of land allows a balanced approach to development allowing the LRA and Master Developer to have checkpoints along the way to ensure alignment in the overall vision.

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Explain which real estate investment return metric you will use to determine project financial feasibility (e.g., Unleveraged Internal Rate of Return, or other), why that metric was selected, and the target threshold, or threshold range, for that metric that will be used to guide your determination that the Project is financially feasible (e.g., an 18-20% Unleveraged Internal Rate of Return, or other).

6. We will utilize the unlevered internal rate of return (“UIRR”) return metric for the Project similar to what
was outlined in the previous draft term sheet proposed
in January 2023 with an initial developer return of
18% UIRR and a tiered distribution of City sharing for
community benefits above the 18% UIRR threshold. This
metric can be commonly applied across all land uses
and associated investments and takes the time value of
returns for revenues and costs into account.

Please explain how you would ensure that the Project achieves the Concord First policies (see Section 3.11). Responses to this question should reference an executed project labor agreement (Submitted PLA is not included in the page count).

Brookfield is committed to developing communities that thrive. We recognize that part of our developer role is to educate, engage, and excite the surrounding neighborhoods about the investment being made in their community.

Brookfield has executed a project labor agreement with the Contra Costa County Building Trades Council and continues to develop that strong working relationship utilizing our experience working with various labor unions across Alameda, Contra Costa, Santa Clara, San Francisco and San Mateo Counties.

We look forward to establishing a robust construction workforce program including the following:
• A commitment to a goal of 40% local hire.
• A comprehensive program, in partnership with key stakeholders and organizations, for the training, placement, hiring and retention of construction workers, including apprenticeships from certified joint labor management programs, Helmets to Hardhats for military veterans and other groups identified to promote the construction workforce for the community and project. • Key partnerships with educational institutions, training programs, community workforce organizations and other opportunities to promote and train the construction workforce in the Concord and Contra Costa communities.

In addition to partnering with various union trades and training programs, Brookfield believes implementing strong workforce programs, with succinct local and socially inclusive dimensions,

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 is vital to that overall success. Brookfield’s
approach to developing those programs and
initiatives is grounded on a set of underlying
core strategies that have consistently shown
success in both understanding the needs of the
community and encouraging engagement and
diversification in business and workforce. The
core strategies are:
• Community Outreach – Increase exposure
and awareness of opportunities
• Matchmaker – Identify, connect and create
cooperative connections
• M/W/VBE Capacity Building – Business
coaching and consulting services
• Mentor-Protégé – Collaboration between
the experienced and less-experienced to
increase and expand capabilities
• Recruitment – Pipeline to connect workforce
to jobs and talent development
• Business Development – Skills building,
retooling and innovation
With our trusted community partners across
projects in California and beyond, Brookfield
has implemented a broad range of efforts
that have addressed specific priorities of the
neighborhoods and communities which have
included:
• Working with non-profit partners to
support delivery of services to assist
individuals interested in entering the trades,
addressing barriers to employment (PVJobs
at Brookfield’s Playa Vista Development).

The services offered case management and
supportive services (driver license, housing,
union dues, tools, uniform/boots).
• Funding job readiness and training programs
run by the City of San Francisco (CityBuild
SF) and a key local non-profit community
provider (YCD) at our Pier 70 project.
• Partnering with community organizations
(United Playaz) to train and hire local
residents for low barrier of entry permanent
jobs (e.g. Security staff at the newly opened
5M project in San Francisco).
• Mandating anti-bias and mental health
intervention training (5M, San Francisco) for
all front-of-house staff, including retail staff
for building manager and tenants.
• Supporting the local Regional Occupational
Program as Industry advisor to Mission Valley
ROP (Fremont, CA) to develop educational
programs and facilitate apprenticeships and
entry into the construction industry.
• Creating, developing, and implementing the
Pilot Workforce Intermediary (WI), the first
Washington D.C. Developer-sponsored WI to
service retailers at our project at the Yards.
• Building on our workforce development
and future of the industry efforts, in 2018
we started our partnership with Project
Destined, and are now the largest partner
and supporter of this organization designed
to transform minority youth into owners and
stakeholders in the communities where they
live, work and play.
» Project Destined’s goal is to produce
the nation’s largest number of minority
owners of real estate, one block at a time.

To make this a reality, the organization has
partnered with 100+ leading real estate
firms and 70+ universities.
» In 2022, we expanded our relationship
with Project Destined to new markets
where Brookfield Properties has a
presence and committed to hosting
300 student interns, including our San
Ramon office.

Ultimately, for a development of this size
and significance, a teamwork approach is
necessary to achieve success. By creating
alignment between the major stakeholders in
the community, such as City Council, Contra
Costa Building Trades Council, Monument
Impact and other workforce training programs,
we look forward to developing programs
that will maximize the positive impact for
the residents, the Project, the City and the
community as a whole.
31 |

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How would you provide opportunities for local developers to participate in vertical construction and for local businesses to supply construction materials and services? Throughout all phases of development Brookfield
will offer opportunities for local developers and
builders to engage in the vertical development
with an overall project target of 20% participation.

That opportunity could be through the sale of land
to a vertical developer or by partnering with local
developers as a means to grow their capacity and
pipeline.

Regarding construction, Brookfield operates as our own general contractor for most of our horizontal and vertical construction, providing in-house expertise for design management, budgeting, and construction management. Where appropriate, we would also be open to partner with local contractors, offering opportunities for them to further develop their capacities and strengths.

Brookfield does business with over 80 local businesses, including Concord-based companies such as Denova Homes, Stevens Ferrone & Bailey, Independent Construction, Melody Lighting, Hyde Printing, BSM Facility Services, and Contra Costa Door. Recently we were introduced to Concord- based Roof and Realm and look forward to exploring potential opportunities within this development and Northern California. We are committed to seeking out and working with qualified small businesses, disadvantaged business enterprises, local employers, resident workers and developers to create opportunities to provide vertical construction, supplies and services within the Project.

8. How would you approach accommodating GoMentum Station’s interim uses of portions of the property and provide an opportunity for a potential permanent location in the project? GoMentum’s mission aligns with Brookfield’s proven
commitment to emerging transportation technologies.

We have been in discussions with GoMentum and CCTA
leadership and look forward to working with them during preparation of the Specific Plan. Features of GoMentum’s diverse program could help jumpstart and seed activation in a portion of the proposed Campus and Innovation Gateway Districts. Uses such as a Center for Excellence and R&D facilities would be a natural fit with the innovation and jobs goals of the CRP Area Plan. In the interim, Brookfield will preserve elements of the existing closed course test track until interrupted by construction activities.

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 How would you propose to “jump start” uses in the CRP Area Plan’s Campus District in order to attract jobs, academic institutions, and research and development opportunities? The Campus District will be a catalyst to higher
education opportunities in Concord. Campus
environments, by design, must integrate various
uses, tenants and institutions. Few organizations
in real estate today are better positioned than
Brookfield to bring these disparate elements
together with one cohesive strategy.

Being able to jumpstart the Campus requires
strategic, advanced planning to create the best
ecosystem for facilitating the growth of new
ideas and economic opportunities. We have reviewed previous work, including the Blue Ribbon panel, and held preliminary discussions with the Contra Costa Community College District and the Mount Diablo Unified School District to explore current status and potential opportunities. While a California University and State University campus would be an exceptional addition to the Project, we recognize there are priorities and land use constraints with their current campuses that may not align with a new campus at CNWS. However, we believe it is important to continue to explore those opportunities during the development of CNWS.

We are committed to an ongoing endeavor with the City to ideate and explore other higher education opportunities and partner with the City to create a marketing plan to attract higher education to the Campus District with at least $150,000 to be contributed towards this endeavor.

There will be opportunities to attract uses that align with increasing needs in smart manufacturing technology sectors, where there is demand for technical skills not widely provided in current institutions. These uses require specialized facilities that don’t currently exist in many college campuses and are difficult to retrofit to meet their needs. CNWS Campus provides the benefit of a blank slate to create educational facilities that are not currently met at other institutions.

We will also partner with GoMentum to explore the possibility of a Center of Excellence that could be a catalyst for kicking off a component of the Campus District, working in tandem with research and development uses at the Innovation District of the commercial area designated near the intersection of Willow Pass Rd and Highway 4. Continuing engagement within the community will allow us to identify more opportunities with additional partners that would like to grow an existing operation or establish new roots in Concord.

The intended location of the Campus District between BART and the Commercial District provides access and visibility to attract students throughout the Bay Area, as well as partnerships with users in the Commercial / Innovation District. The infrastructure and improvements that will be provided in Phase 1 of the development will also allow more flexibility to the timing of the Campus District. In order to attract prospective users to the Campus District, it will be important for them to see the “readily available” opportunity by having the necessary infrastructure in place.

10. 33 |

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How would you address the green frame (buffer) expectation of some members of the public, north of Willow Pass Road?
Brookfield is sensitive to the need to create a buffer from Willow Pass Road/Olivera Road north to BART. Given that residents in the North Concord area have advocated for greater green space in general in the northern area of the plan, it seems the natural solution would be to devise a linear park from BART to Willow Pass, that builds on the strength of the existing Willow Pass Community Park and Pixieland Amusement Park. The additional park space could accommodate a mix of active and passive uses that respond to the neighbors’ ideas and the adjacent context. Brookfield will address the specific expectation of abutting neighborhoods by engaging residents in the
community outreach process. Given that the Coast Guard site is now designated for high density development, Brookfield will work with the City and developer to determine the best configuration along the common boundary.

12. Similarly, how would you expedite the TSC/Citywide Park to create early interest and attract interest to the project site?
The Tournament Sports Complex (TSC) will be
a large-scale sporting event and tournament
facility accommodating local, regional and
potentially national tournament needs. In
contrast, the Citywide Park will touch the
TSC and feature a variety of park uses for
recreational sport uses. Together these parks
will account for two of the largest active
recreation destinations within the Plan Area.

Given the scale of these facilities, development
will occur over multiple phases.

To create early interest in these parks and the overall redevelopment, Brookfield intends to start improving the early transfer areas in Phase 1. The TSC already has a FOST designation. We plan to extend infrastructure into the TSC site from Willow Pass Road as Willow Pass is rebuilt. Pedestrian and bike connections will be made concurrently to the BART Station and existing Concord network (see connection points on Illustrative Schematic Plan).

The Citywide Park is currently proposed for a later land transfer. In Phase 2, park improvements can commence parallel to Mt. Diablo Creek and in collaboration with Thurgood Marshall Regional park.

11.

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 35 |
How would you propose to improve bicycle and pedestrian safety on the property’s portion of Willow Pass Road at the earliest opportunity?
Brookfield is committed to reconstructing Willow
Pass Road through the property beginning with
Phase 1 infrastructure. We expect that this
reconstruction will deliver a protected bikeway
facility and wide pedestrian sidewalks & trails.

Brookfield shares the City’s focus to create
safe bicycle and pedestrian facilities through
downtown areas as studied in the Willow Pass
Road Complete Street Feasibility Report and
envisions coordinating with the City to continue
these facilities through the CNWS property. Incorporating bike and pedestrian facilities along with protected intersections, narrow travel lanes, landscape and green infrastructure buffers and other traffic-calming design measures will provide a safe and comfortable experience for bicyclists and pedestrians along Willow Pass Road in the initial Phase of the project. This will also provide a bicycle facility connection of regional significance, closing the gap between the CCWD Canal Trail and the Delta DeAnza Trail, and eliminate the need for bicyclist travel on Highway 4 between Willow Pass Road and Port Chicago Highway.

13. How would you propose to improve on the CRP Area Plan’s Climate Action Plan and sustainability efforts using current best practices? (See Section 3.14) We deliver resilient communities by maximizing efficiency and sustainability through our fully integrated development approach, which enables us to maintain consistency
throughout land development, vertical construction, and operations. Brookfield’s Sustainability Focus Areas and our corporate commitment to Net Zero by 2050 or sooner align with the CRP Area’s Climate Action Plan (CAP) and position us to execute on bold sustainability goals.

Upon close evaluation of the CAP, we believe the strategies focused on street orientation, solar exposure, shade
coverage, walkable communities, parking/transportation
management, waste reduction/diversion, and community
education & collaboration represent meaningful, sustainable

14. SUSTAINABILITY FOCUS AREAS:
• Maximize Social Impact
• Mitigate Climate Risk &
Increase Resilience
• Support Health & Wellness
• Provide Accountability
Through Certifications
• Reduce Embodied Carbon
• Design for Net Zero
Operational Energy

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development strategies. They are aligned with Brookfield’s Best-in-Class development process and will be integrated seamlessly into the project.

We propose an updated, forward-looking approach to the CAP in the following areas:
• Green building:
» Residential buildings four stories or less to be developed as all-electric and Net Zero Energy ready.
» We’ll take a whole-building systems approach to energy efficiency by first maximizing the efficiency of building performance, then evaluating on-site renewable energy, all while accounting for future greening of the utility grid.
» LEED Neighborhood Development certification, LEED BD+C or CS Gold certification of all commercial buildings, ENERGY STAR certification for single-family homes. • Emerging technologies:
» Infrastructure for EV capacity and installation of EV charging stations. » Building/site energy and water efficiency, evaluate district-level energy and water systems to drive energy and water performance at scale.
» Smart home myCommand technology offers automation features including secure keyless entry, smart lighting, and programmable thermostats to easily manage and reduce energy consumption.

We also propose the following sustainable development strategies that are not addressed in the CAP:
• Development of a site-wide Sustainability Plan and Development Guidelines that will hold all future development partners accountable for alignment with the CAP strategies. • Analysis of future projected climate risks (earthquakes, heat stress, water stress, and wildfire) and mitigation of those risks through design.
• Local watershed protection through thoughtful infrastructure, provided recycled water infrastructure, improving water quality and managing storm water. • A focus on biodiversity that
goes beyond native planting to
incorporate native landscape
plant communities and
pollinator pathways that reflect
the region’s natural history.
• Reductions in embodied
carbon from building materials.

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 37 |
How would you approach working collaboratively with the LRA to reach agreement with the Navy on an Economic Developer Conveyance Memorandum of Agreement? (See Section

3.2.)
15a.

Our approach to working with City Council and staff is simple: negotiating an EDC MOA and environmental cleanup agreements with the Navy must be a collaborative effort. While the LRA is the backbone of the EDC, and the Master Developer is the financial engine of a successful EDC project.

The DDA between the Master Developer and the LRA not only provides important financial subsidies for LRA operations but also lays out the manner in which the two entities work together on EDC terms. Those terms must be acceptable to both parties for the transaction to be successful, and that requires a transparent and honest collaboration between the LRA and the Master Developer. We’ve been on both sides of the table (developer and LRA), and we respect and value the partnership necessary to successfully negotiate an EDC MOA with the Navy.

In our experience, successful EDC transactions align the interests of the LRA, Master Developer and the Navy. The Navy should be incentivized to FOST and transfer land as quickly as possible and in accordance with the LRA/Developer team’s redevelopment priorities. The use of institutional, engineering and land use controls that are closely aligned with reuse plans often helps to align interests and expedite closure.

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The Brookfield team has extensive experience converting former military bases into vibrant, productive reuse opportunities. The Brookfield team has structured, negotiated, and documented other BRAC EDCs, including Warminster Naval Air Warfare Center (Pennsylvania), Fort McPherson (GA) and Fort Gillem (GA) and NAS Weymouth (Massachusetts), and has been a key participant in financial and business negotiations with the DOD and its environmental cleanup team. Members of our team have past and/or current engagement on base reuse activities at Union Point, Warminster NAWC, Fort Ord, El Toro NAS, and Fort Gillem.

The Brookfield team is currently working with several members of the current CNWS Navy team on a large BRAC EDC at the former NAS Weymouth in Massachusetts. Amy Jo Hill is the lead Navy contract officer on that project. Key members of the Brookfield team have worked closely with Gregory Preston, the Director of BRAC for Navy, on many other base reuse projects over the past twenty (20) years.

Brookfield also completed the largest Real Property Exchange with the Department of Defense in nearby Camp Park (Dublin, CA) where we negotiated a complex transaction involving the construction of new buildings for the Army in exchange for developable land. Redevelopment of this facility included additional hazardous material clean up and testing post-FOST.

We have an intimate understanding of the process and players. Joe Guerra, who led the effort in Dublin also served in the Mayor’s Office in the City of San Jose overseeing the Redevelopment Agency and participating in countless negotiations on behalf of the City with developers and other public agencies.

Brookfield’s experience with the Navy, DOD and former military bases also offers some opportunities to consider creative approaches to structuring agreements with the Navy • Although the No-Cost EDC is now a relic of the past, the Navy has been more flexible on how and when EDC payments are made in recent years.
• Revenue participation payments are often included in EDC transactions as a means of enhancing value to Navy on the back end of successful redevelopment projects. • The timing and manner of payments, and to what extent payments may be offset by certain work items performed by the LRA/Master Developer team, are often key points of EDC negotiations. • Potential for exploration of “FOSET” transfers if timing of Navy cleanup is not conducive to redevelopment plans. Managing “holes in the donut” is a unique challenge in EDC transactions dependent on future FOST designations from DOD.

What previous experience do you have in BRAC conveyance projects?15b.

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 39 |
How would you approach working with the LRA and Navy to ensure the Navy’s remediation efforts are successful? (See Section 3.1) Please explain your experience in addressing remediation in other projects.

While the Developer is not responsible for completing environmental remediation, except for bunker, building demolition and abatement of asbestos and lead based paint on buildings, Brookfield understands that its development will be implemented in accordance with any land use and/or activity use restrictions that are imposed by the Navy as part of its environmental remedy at the Site. To ensure that Brookfield fully understands the nature of the remedies being implemented by the Navy and has a voice at the table regarding the scope, timing and nature of such controls, we recommend that the LRA and Brookfield participate in the monthly Base Closure Team (BCT) meetings that are held between the Navy, EPA, DTSC, and RWQCB. The purpose of the BCT meetings is for the Navy to report progress and their approach to implementing the remedies and allow feedback from the regulatory agencies. This forum will allow Brookfield to hear the nature of the Navy’s proposed remedies and have a voice in expressing concerns or concurrence, as warranted, on the Navy’s approach to remediation.

Brookfield has extensive experience in addressing remediation on over 25 other projects in the United States. Brookfield was designated the master developer of the former 1,450 acre South Weymouth Naval Air Station (Union Point) in 2020. In that role, Brookfield is working closely with the LRA and much of the same Navy team that oversees CNWS to foster collaborative and unique approaches to expediting EDC land transfers. Brookfield is expecting a significant FOST transfer of land at this site later this summer. Like many Navy BRAC sites, the NAS Weymouth site has extensive PFAS impacts in both soil and groundwater, so Brookfield understands how Navy has approached the remediation and management of this unique emerging contaminant.

Another noteworthy project is Playa Vista, the former 460 acre Hughes Aircraft site in Marina Del Ray, CA which was developed from 1998-2022. Activities included soil and groundwater remediation (petroleum and chlorinated hydrocarbons and metals) methane mitigation, asbestos, lead based paint and polychlorinated biphenyls (PCB’s) remediation encountered during site demolition. Also exploratory oil well re-abandonments, tar sands removal and buried unexploded ordinance.

16.

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Please describe your anticipated approach to financing required infrastructure. (See Section 3.6.)
Large, multiphase projects require diligent financial considerations to ensure not only effective deployment of funds, but also sufficient financial sustainability so as not to burden local agencies and stakeholders. It is envisioned that this Project could use a variety of financing tools including but not limited to Brookfield’s own equity, private equity, debt financing, an Enhanced Infrastructure Financing District (EIFD) to leverage the significant assessed value growth and Community Facilities Districts (CFD) to finance infrastructure, City services, and maintenance obligations, and setting up a plan area fee to fairly allocate costs across the land uses. Infill infrastructure grants (IIG), Local Streets and Roads Program and Solutions for Congested Corridors (SCCP) will also be pursued. These broad financing tools create the opportunity for upfront financing, ongoing financing, and extended financing. The structure of these mechanisms provides for additional attention for providing ongoing services through a services CFD, ongoing maintenance through a maintenance CFD, and allows both the developer and the City to have input over the course of project development.

Equally important, this format allows adaptability to the future needs of the project, providing flexibility as the project is built out over the next several decades. The framework can be laid today without placing an undue burden on the constraints of tomorrow. Our consultants have decades of experience and have provided guidance and formation assistance on projects that have included all or a portion of these tools.

17. All statements of Brookfield’s intentions and plans for the Project contained herein are preliminary and subject to refinement based on a number of factors, including without limitation the outcome of negotiations with the Navy, the entitlement and CEQA process, the community engagement process, market conditions, and other factors beyond our control.

General Disclosure

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IV. Financial
Capability &
Required Disclosures

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Statement of
Financial Capacity
Brookfield Corporation (www.brookfield.com) is a leading global alternative asset manager with $825 billion under management with a 120 year long proven track record.

Brookfield Properties (www.brookfieldproperties.com) is a fully-integrated, global real estate company that provides industry-leading portfolio management and development capabilities across a broad range of real estate investment strategies including office, retail, residential, mixed- use, hospitality and multifamily. Leveraging our extensive experience, deep operating expertise, financial strength and capital discipline, Brookfield Properties creates unparalleled experiences by re-entitling and master-planning assets, managing the subsequent execution phases of the value creation process in design, development and construction and realizing an asset’s highest and best use.

Brookfield, through its various subsidiaries, has successfully delivered on large, similar scaled master plan communities across North America.

As one of the world’s largest investors in real estate, Brookfield and its affiliates have sufficient financial wherewithal to support development and construction of the project. With a multitude of capital opportunities available an appropriately capitalized entity will be identified to execute on the project and deliver an exceptional community. Brookfield is internally self-funded, additional references can be provided upon request.

Fiscal year-end financial annual and quarterly reports are available at the following links, hard copies can be provided upon request.

Brookfield Corporation:
https:/ /bn.brookfield.com/reports-filings/annual-reports Brookfield Residential Properties:
https:/ /www.brookfieldresidential.com/about/investor-media-relations Additional info submitted under separate, confidential cover. 41 |

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Appendix
Biographies
Letters of Support
ENA Redline
Term Sheet Redline

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Meet the Brookfield
Properties Project Team

TRECE HERDER
Vice President, Acquisitions &
Business Strategy
Trece Herder is Vice President
of Acquisitions and Business
Strategy. Responsible for
identifying and acquiring new
opportunities while overseeing
market research and asset
strategies, Herder’s vast
experience in homebuilding
includes, most recently, Vice
President of Land Acquisition
for Tri Pointe Homes. Serving
high-profile roles as well with
Cal Atlantic Homes and Centex,
her portfolio spans 20+ years
of land acquisition, entitlement
and project management.

JOSH RODEN
President,
Northern California
As President of Brookfield
Residential Northern California,
Josh is responsible for all
of the operations, strategic
planning and growth in the San
Francisco region. With more
than 20 years of diverse design,
development and construction
experience in commercial, for-
sale residential, apartments,
retail and institutional projects,
Josh is exceptionally skilled
at cultivating and securing
development industry
relationships with stakeholders
and development partners.

GONZALO RODRIGUEZ
Vice President,
Land & Planning
Gonzalo Rodriguez serves
as vice president of land
and planning for Brookfield
Properties Development
Northern California. Gonzalo
started with Brookfield in 2006
with Brookfield’s Sacramento
Division where he worked on
several large scale master
planned communities. In 2015,
Gonzalo transferred to the
Bay Area Division where he is
responsible for Dublin Crossing
land development efforts.

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JOE GUERRA
Senior Director, Business Strategies
Joe Guerra is Brookfield Properties Development’s Senior Director of Business Strategies for Northern California and provides 35+ years of entitlement, finance and local government experience to the team. Prior to joining Brookfield in 2015, Guerra was in charge of land acquisition and entitlements for the Bay Area for SunCal.

MANDI MISASI
Director, Forward Planning
Mandi Misasi joined Brookfield Properties Development in June 2018 as the Director of Forward Planning for Northern California.

Prior to that, she was with Standard Pacific for over 13 years.

Mandi has lead the entitlement, design and permitting for the 189 acre Boulevard master plan in Dublin.

TIM BACON
Senior Director, Development
Mr. Bacon is a part of the development team at Pier 70, one of Brookfield’s premier mixed-use developments. He leads the rehabilitation of the primary historic asset at Pier 70 and directs the strategy for retail and leasing throughout the entire Pier 70 project.

Mr. Bacon has over 15 years of urban retail and mixed-use real estate development in San Francisco and other west coast markets. He joined Forest City in September 2018 before joining Brookfield in December 2018.

PETER STONE
Senior Vice President, Infrastructure
Based in Southern California, Peter Stone is responsible for originating, evaluating, and structuring investments and overseeing commercial operations in Brookfield Infrastructure’s transportation segment focusing on decarbonization of
the supply chain. In addition, Peter manages Brookfield Infrastructure’s Government Affairs activities in California. Prior to joining Brookfield in 2011, Peter worked in the liner shipping and marine terminal business with a focus on commercial and business development building transportation networks to serve overseas production. Previously he was the Chief Commercial Officer of Ports America which followed positions in the US and Asia with NYK Line and P&O Nedlloyd.

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Meet the Brookfield
Properties Project Team

BERK GURSOY
Vice President,
Asset Development
Berk Gursoy brings 28 years
of experience in the energy
sector. In his current role he is
responsible for Brookfield’s 1
GW wind project development
portfolio across the US with
particular focus on Western US.

Mr. Gursoy joined Brookfield’s
Transmission and Distribution
subsidiary in 2003 and led the
overhaul of the company’s
transmission system in Ontario,
Canada. Between 2006 and
2014 he led the development,
construction and operation of
the company’s 400 MW wind
projects in Canada. From 2014
to 2016 he managed Brookfield
Renewable’s Pacific Operations.

Since 2016 he has been in his
current role focusing primarily
on wind and solar projects.

Prior to Brookfield, he worked
on a multitude of energy
generation, transmission &
distribution projects across
North America and overseas at
Acres International (now Hatch).

EMILY BOYD
Director of Land Acquisition,
Land & Housing Development
Emily Boyd is the Director of
Land Acquisition for Brookfield
Properties Development
Northern California. Boyd
provides more than a decade
of industry experience
including Land Acquisition for
Tri Pointe Homes and William
Lyon Homes, and Strategic
Operations for Meritage Homes
covering geographies from
the southeast to Colorado and
California.

She received her Bachelor
degree in Forensic Science
from the University of
Central Florida and minored
in Chemistry. She currently
serves as the 2023 Vice Chair
of BIA Bay Area, the Immediate
Past President of Professional
Women in Building (PWB)
Bay Area and previously as
a National Association of
Homebuilders PWB Trustee.

JACK TSE
Senior Development
Manager
Jack Tse is Senior Development
Manager at Brookfield
Properties’ commercial
development group. His
portfolio of work includes
overseeing implementation
of community benefits and
workforce development plans
across Brookfield’s Northern
California portfolio. He joined
Brookfield in 2018, bringing
15 years of real estate and
community development
experience from both the
private and public sectors.

Prior to joining Brookfield,
Jack worked with the San
Francisco’s Mayor’s Office
of Economic Development
on commercial corridor
revitalization. Jack received
his Bachelor degrees in Civil
Engineering and Finance from
the University of Western
Australia and Master of Urban
Planning from the University of
British Columbia.

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DONNA ESTACIO
Senior Vice President,
External Affairs
Donna Estacio is SVP of
External Affairs, providing
leadership for the development
and execution of government
relations, stakeholder
engagement, corporate
communications and strategic
partnership strategies for
Brookfield Infrastructure,
Renewables and Real Estate
development operations in
California. External Affairs also
supports the development
business across North America
which includes land investment
and community, housing and
commercial development
projects in the U.S. and
Canada.

Donna brings legislative,
policy and government affairs
expertise from work for the
state of California, the city
of Los Angeles and American
Airlines.

DAVID STERNBERG
Executive Vice President,
Northern California
As Executive Vice President
of the Northern California
& Mountain regions, David
oversees the leasing,
management, and construction
of nearly 5 million SF of premier
commercial office properties in
downtown San Francisco and
Denver. In addition, David is
part of the Senior Leadership
team involved with two major
developments in San Francisco,
415 Natoma and Pier 70.

During his 30+ year career,
David has also held management
positions with major real estate
investment and property
management companies in
Chicago, Philadelphia and
Minneapolis. Active in numerous
civic leadership roles, David
serves as Chair for the Denver’s
Upper Downtown Stakeholder’s
group, a Bay Area Council Board
Member and works closely with
elected officials, civic leaders
and arts organizations.

JOHN SAMOTYJ
Vice President, Logistics
John Samotyj is Vice President,
Logistics at Brookfield
Properties. In this role, John
is responsible for sourcing
logistics development
opportunities for Brookfield
across the greater Bay Area,
Central Valley (north and
south) Pacific Northwest, Salt
Lake City, Reno and Las Vegas.

Prior to joining Brookfield,
John spent 15 years working
with a local developer of
office/R&D and industrial
development and repositioning
projects, focusing on Bay Area,
southern California, and the
Pacific Northwest. Prior to
joining the principal/developer
world, John worked with the
San Francisco office of Eastdil
Secured, facilitating both debt
and equity transactions for
all asset classes across the
western and mid-west United
States.

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Letters of
Support

City Council: 973-2530 City Clerk: 973-2539 Engineering Services: 973-2670 Planning Services: 973-2560 Transportation Services: 973-2650 City Manager: 973-2530 Administrative Services: 973-2500 Finance Division: 973-2609 Police Services: 973-2700 City Attorney: 973-2549 Building & Safety Services: 973-2580 Parks & Community Services: 973-3200 Public Services: 973-2800

CITY OF SAN RAMON MAYOR’S OFFICE
7000 BOLLINGER CANYON ROAD
SAN RAMON, CALIFORNIA 94583
PHONE: (925) 973-2500
WEB SITE: WWW.SANRAMON.CA.GOV

July 5, 2023

RE: Support letter for Sunset Development

To Whom It May Concern:

As Mayor of San Ramon, I am proud to recommend and serve as a reference for Sunset Development in the pursuit of the Concord Naval Weapons Station redevelopment.

The Bishop Ranch development in San Ramon has been an established commercial office destination since the 1980s, and now includes the landmark City Center at the heart of the campus which opened in 2018. Always growing and adapting to the needs of the residents and City, the Specific Plan for the 585-acre campus includes the entitlements to build 5,600 residential units, 170K square feet of additional retail, a 110K square foot medical office and 169 room hotel.

The smart-growth planning principles and project amenities on the Bishop Ranch campus have created a one-of-a-kind destination for the residents of San Ramon and the region.

Sunset Development and the City of San Ramon have a longstanding partnership, and I know you too will appreciate the firm’s expertise, vision for the future and collaborative nature as you embark on your project in Concord.

Please feel free to contact me directly for any additional background information of references needed to support your consideration of Sunset Development for this endeavor.

Sincerely,

David E. Hudson
Mayor, City of San Ramon
[email protected]

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Letters of
Support

July 7, 2023

RE: Reference Letter for Brookfield Properties

To Whom it May Concern:

I am writing to voice my support for the consideration of Brookfield as the master developer for the Concord Naval Weapons Station site.

Like Concord, the City of Dublin embarked on a long-term master plan for a portion of the Parks Forces Training Area, commonly known as Camp Parks.

Approximately 180 acres was slated as part of the US Army Land Exchange program. The project became known as Dublin Crossing. Suncal was the selected entity by the Army but soon after the completion of the Specific Plan, Brookfield took over the project and that led to what has now been a 10-year collaboration on the development of the property.

We worked through numerous challenges over the last 10 years, including the creation of phased infrastructure to coincide with the phases delivered by the Army, as well as issues on the development itself. The City and Brookfield collaboratively worked together to develop the new Don Biddle Community Park. While under no development agreement obligation initially, Brookfield voluntarily took on the improvements to the park. They also agreed to amend the Agreement and land uses so that the City could deliver to the school district a free 12-acre parcel to address the growing demand in the District.

We continue to work on water retention, water quality, mitigation needs, and off-site street improvements with other regional agencies.

It is my belief that Brookfield puts the community first. This is demonstrated by their continued community involvement as a sponsor of events and community groups. They have a particular interest in working with the schools and veterans.

Based on my experience working with their Bay Area team through the years, I am certain you will find their expertise to be an asset to the City of Concord just as we have in Dublin. You can reach me at (925) 833-6663 ([email protected]) if you have any specific questions.

Sincerely,

Melissa Hernandez
Mayor
City of Dublin

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CONCORD NAVAL WEAPONS STATION, CONCORD REUSE PROJECT AREA PLAN IMPLEMENTATION | Master Developer Qualifications 2023 Letters of
Support

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To Whom It May Concern:

We are writing to you today to express our support for Brookfield Properties as a partner. We have been working with Brookfield Properties for the past 6 years, and we are consistently impressed by their commitment to excellence, their focus on sustainability, and their dedication to the communities where they operate.

We believe that Brookfield has been an excellent partner for Young Community Developers, for a few reasons. First, Brookfield has a deep understanding of the real estate industry. They have a long track record of success in developing, managing, and leasing properties around the world.

This experience would be invaluable to Young Community Developers as we look to provide employment opportunities for the communities we serve.

Second, Brookfield is committed to sustainability. They have a clear set of environmental, social, and governance (ESG) goals, and they are working hard to achieve them. This commitment to sustainability is aligned with Young Community Developer's own values, and it would help us to attract and retain customers who are looking for employment resources.

Third, Brookfield is dedicated to the communities where they operate. They are involved in a few local initiatives that are making a positive impact on the lives of people in those communities. This commitment to community engagement is something that we admire, and we believe that it would be an asset.

In short, we believe that Brookfield Properties has been an excellent partner for District-10 of San Francsico. They have the experience, the commitment to sustainability, and the dedication to community engagement that we believe are essential for success in today's business environment.

We urge you to consider Brookfield Properties as a partner. We believe they would be a great team, and we are confident they can achieve great things.

Thank you for your time and consideration.

Thank you.

Mark Aquino
MMaarrkk AAqquuiinnoo
Program Director of Workforce
[email protected]
(415) 822-3491

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EXCLUSIVE AGREEMENT TO NEGOTIATE

by and between

CITY OF CONCORD
(“City”)
and
[COMPANY NAME]
(“Developer”)

Dated , 2023

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TABLE OF CONTENTS

Page

1. Incorporation of Recitals .............................................................................. 5

2. Exclusive Negotiations. ............................................................................... 5

3. Negotiating Period. ...................................................................................... 5

3.1 Preliminary Stage ............................................................................. 5

3.2 DDA Stage ....................................................................................... 6

3.3 Extensions. ....................................................................................... 6

4. Exclusivity of Negotiations. ......................................................................... 6

5. Project Implementation. ............................................................................... 7

6. Developer’s Representations and Warranties. ............................................. 7

7. Progress Reports and Information. ............................................................... 8

8. Limitations on Effect of Agreement. ........................................................... 8

9. Defaults and Remedies. ................................................................................ 9

9.1 Default ............................................................................................. 9

9.2 Exclusive Remedies for City Default ............................................... 9

9.3 Exclusive Remedies for Developer Default ..................................... 9

9.4 No Damages. .................................................................................... 9

9.5 Default under the Reimbursement Agreement. .............................. 10

10. Rights to and Delivery of Third-Party Materials. ...................................... 10

11. Non-Disparagement. .................................................................................. 10

11.1 Disparaging Statement. .................................................................. 10

11.2 Notice and Demand to Meet and Confer. ...................................... 11

11.3 Mediation. ...................................................................................... 11

11.4 Liquidated Damages. ..................................................................... 11

12. Campaign Contributions. ........................................................................... 12

12.1 Campaign Contribution Restrictions .............................................. 12

12.2 City Remedies. ............................................................................... 12

13. Rights Following Expiration or Termination. ............................................ 12

14. Right to Enter the Development Footprint/City Property Documents. ...... 13

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TABLE OF CONTENTS
(continued)
Page

15. Notices. ...................................................................................................... 13

16. Confidentiality of Information. .................................................................. 14

17. No Commissions. ....................................................................................... 16

18. Assignment. ............................................................................................... 16

19. Applicable Law; Venue ............................................................................. 17

20. Severability ................................................................................................ 17

21. Integration. ................................................................................................. 17

22. Modifications. ............................................................................................ 17

23. Waiver of Lis Pendens. .............................................................................. 17

24. Interpretation. ............................................................................................. 17

25. Authority .................................................................................................... 18

26. Next Business Day ..................................................................................... 18

27. Joint and Several. ....................................................................................... 18

28. Counterparts. .............................................................................................. 18

29. List of Exhibits. .......................................................................................... 18 ENA
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EXCLUSIVE AGREEMENT TO NEGOTIATE

THIS EXCLUSIVE AGREEMENT TO NEGOTIATE (“Agreement”), dated for reference purposes as of , 2023 (the “Effective Date”), is entered into by and between the CITY OF CONCORD, a California municipal corporation in its capacity as local reuse authority for the Concord Naval Weapons Station (“City”), and [Company Name], a [State] [company type] (“Developer”). City and Developer are sometimes referred to individually herein as a “Party” and collectively as the “Parties.”

RECITALS

A. The Concord Naval Weapons Station was once the United States Navy’s primary ammunition depot on the Pacific Coast. The United States Navy (“Navy”) vacated the approximately 5,000-acre property known as the Inland Area of the Concord Naval Weapons Station (“CRP Area”) in 1997, and in 2005 officially placed it on the base closure list. At that point, the City, acting through its City Council, was designated as the Local Reuse Authority (“LRA”) by the Department of Defense pursuant to the provisions of the federal Base Realignment and Closure Act (P.L. 101-510), as amended (“BRAC”). The City engaged in a seven-year planning process, which, among other things, culminated in the adoption of the Concord Reuse Project Area Plan (“CRP Area Plan”).

B. The CRP Area Plan provides that approximately 2,600 acres of the CRP Area will be set aside as a regional park for habitat conservation/restoration, open space, and passive recreation (“Regional Park”) pursuant to a public benefit conveyance from the United States government to a regional parks agency. An additional approximately 78 acres may be set aside in accordance with the CRP Area Plan for various public benefit uses, including, potentially, a first responder training facility (“First Responder Site”). The balance of the CRP Area comprising approximately 2,350 acres (“Development Footprint”) will be transferred by Navy to City under the economic development conveyance provisions of BRAC. The Navy will transfer the Development Footprint to City in phases, following concurrence by state and federal regulatory agencies on a Finding of Suitability for Transfer (“FOST”) with respect to the Development Footprint or portion thereof to be transferred. The Navy has completed a FOST for an initial transfer of 1,304 acres of the Development Footprint. The CRP Area, the Regional Park, and the Development Footprint are each depicted on the Site Map attached hereto as Exhibit A.

C. City issued a Request for Qualifications (“RFQ”) for development of the Development Footprint on , 2023. On , 2023 (“Selection Date”), the City Council, based on the statements of qualifications submitted in response to the RFQ, selected Developer to negotiate with City and to potentially become the master developer of a potential development project to include a mix of residential, commercial and public uses substantially consistent with the approved CRP Area Plan (“Project”) on all of the Development Footprint.

D. City and Developer desire to enter into this Agreement in order to set forth the terms under which the Parties will negotiate a detailed term sheet with respect to the Project (“Term Sheet”) which, if negotiations are successful, will be presented to the City Council for approval. If the City Council approves the Term Sheet, this Agreement also establishes procedures and standards for the negotiation and drafting of a comprehensive proposed

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Disposition and Development Agreement (“DDA”) consistent with the Term Sheet providing, among other things, for City’s conveyance to Developer, subject to Developer meeting performance milestones to be set forth in the DDA, of all of the Development Footprint via multiple phased closings, and Developer’s implementation, either itself or in cooperation with one or more vertical developers, of the Project.

E. Concurrently herewith, City and Developer are entering into a reimbursement agreement (“Reimbursement Agreement”) providing for Developer’s reimbursement of certain costs to be incurred by City in connection with the planning, administration, and implementation of the proposed Project, including the negotiation and drafting of the Term Sheet and proposed DDA.

NOW, THEREFORE, City and Developer hereby mutually agree as follows:

AGREEMENTS

1. Incorporation of Recitals.

The recitals set forth above, and all defined terms set forth in such recitals and in the introductory paragraph preceding the recitals, are hereby incorporated into this Agreement as though set forth in full.

2. Exclusive Negotiations.

City and Developer agree for the Negotiating Period described in Section 3 below, to work together cooperatively to diligently negotiate and present for City Council consideration a Term Sheet, and, if the City Council approves the Term Sheet, to diligently negotiate the terms of a mutually satisfactory DDA, including a form of statutory Development Agreement as an exhibit thereto, for the conveyance to Developer, subject to Developer meeting performance milestones to be set forth in the DDA, of the Development Footprint via multiple phased closings and implementation of the Project thereon, all on terms consistent with the approved Term Sheet.

3. Negotiating Period.

The Negotiating Period will be conducted in two stages as follows:

3.1 Preliminary Stage. The first stage of the Negotiating Period (“Preliminary Stage”) shall commence on the Effective Date and expire, unless extended as provided in Section 3.3 below, one hundred twenty (120) calendar days thereafter. During the Preliminary Stage, the Parties shall diligently work together to negotiate and present to the City Council, prior to expiration of the Preliminary Stage, for Council’s consideration and potential approval a Term Sheet addressing the matters described in Exhibit B, attached hereto and such other matters agreed upon by the Parties. If the Parties fail to reach agreement on a mutually acceptable Term Sheet prior to expiration of the Preliminary Stage, either Party may terminate this Agreement by written notice to the other Party. Upon such termination, neither Party shall have any further rights or obligations under this Agreement, except as expressly set forth herein.

Commented [CCN1]: We would ask the City to provide the
Reimbursement Agreement for Developer’s review.

Commented [CCN2]: We would ask that the City address
and confirm Surplus Land Act preemption or compliance
with HCD prior to major Developer expenditures.

Commented [CCN3]: See comments on Exhibit B
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3.2 DDA Stage.

(a) If, and only if, the Parties reach agreement on a mutually acceptable Term Sheet and the City Council approves the Term Sheet prior to expiration of the Preliminary Stage, as may be extended pursuant to Section 3.3 below, the Parties shall proceed to the second stage of the Negotiating Period (“DDA Stage”), which shall commence on the date the City Council approves the Term Sheet, and unless extended as provided in Section 3.3 below, shall expire on the date which is twenty-four (24) months thereafter, or such later date as may be mutually determined through the Term Sheet negotiations. The City Manager or designee is authorized to approve amendments to this Agreement to the extent consistent with the approved Term Sheet.

The Parties anticipate that City will continue to negotiate with the Navy during the DDA Stage regarding the transfer of the Development Footprint to the City and that Developer may be asked to participate in such negotiations as requested by City. If a DDA has not been executed by City and Developer by the expiration of the DDA Stage, and no extensions have been granted as authorized by the Term Sheet, then this Agreement shall terminate and neither Party shall have any further rights or obligations under this Agreement, except as set forth herein.

(b) If the Parties reach agreement on a mutually acceptable Term Sheet and such Term Sheet is approved by the City Council, Developer, at its option, may nevertheless terminate this Agreement by written notice to City delivered prior to delivery of the “Second Deposit”, as defined in the Reimbursement Agreement, in which case neither Party shall have any further rights or obligations under this Agreement, except as expressly set forth herein.

3.3 Extensions. The Preliminary Stage may be extended one or more times for a period not to exceed an additional one hundred twenty (120) calendar days (for a maximum total of two hundred forty (240) calendar days for the Preliminary Stage) on City’s behalf by the City Manager or designee if such official determines in their sole discretion that the Parties have made substantial progress in their negotiations to merit such extension. Possible administrative extensions of the DDA Stage may be set forth in the Term Sheet and, if the Term Sheet is approved by the City Council, the Parties shall execute an amendment to this Agreement providing for such mutually agreed upon administrative extensions, which amendment the City Manager shall have authority to execute. Subject to approval by the City Council, either stage of the Negotiating Period may also be extended by mutual written agreement of the Parties.

4. Exclusivity of Negotiations.

During the Negotiating Period, the City shall negotiate exclusively with Developer regarding implementation of the Project. Notwithstanding the above, during the entirety of the Negotiating Period, this Agreement does not prevent City from providing information regarding the Project or implementation thereof (other than Developer’s Confidential Information as defined in Section 16 below) to persons or entities other than Developer or engaging in negotiations with other public entities, including the Navy, San Francisco Bay Area Rapid Transit District (“BART”), and East Bay Regional Park District (“EBRPD”), with respect to development, transfer and use of relevant portions of the CRP Area.

Commented [CCN4]: We would request extensions as
necessary to accommodate CEQA and any Navy
negotiations that are prerequisites to the DDA.

Commented [CCN5]: It will be important that the
Developer participate/understand terms and timing of
conveyance from the Navy to the City, and the number of FOST phases/transfers.

Commented [CCN6]: Request addition of one 30-day
extension by staff be available.

Deleted: in total
Commented [CCN7]: It will be important for Developer to understand these negotiations and any impacts on the
Project.

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5. Project Implementation.

Pursuant to the California Environmental Quality Act (“CEQA”), City certified a Final Programmatic Environmental Impact Report (“Program EIR”), adopted Overriding Findings of Significance, and adopted a Mitigation Monitoring and Reporting Program (“MMRP”) in conjunction with adoption of the Reuse Plan and adopted an Addendum to the Program EIR in connection with the CRP Area Plan. Developer acknowledges that, in conjunction with City consideration of a proposed DDA and any Specific Plan or other land use plans, entitlements, permits, or approvals for the Project (collectively the “Project Approvals”), it will be necessary to comply with CEQA at the Project level, although the Program EIR may be relied upon to the extent permitted under CEQA.

6. Developer’s Representations and Warranties.

Developer represents and warrants to City as follows:

6.1 Authority. Developer is a company duly organized in the State of and in good standing under the laws of the State of California. Developer has full right, power, and lawful authority to undertake all of its obligations under this Agreement, and Developer’s execution and delivery of this Agreement, and the performance of the obligations of Developer hereunder have been duly authorized by all requisite company actions on the part of Developer.

6.2 No Conflict. Developer’s execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Developer and/or Developer’s manager or managing member, as applicable, is a party or by which it is bound.

6.3 Litigation or Other Proceedings. The litigation disclosures previously provided by Developer to City in connection with Developer’s Statement of Qualifications (“SOQ”) response to the RFQ are true and complete in all material respects. As of the Effective Date, Developer is not a party to, or subject of, any development project-related litigation other than as previously disclosed to City in connection with Developer’s SOQ submittal. Further, to Developer’s knowledge, no litigation or other proceeding (whether administrative or otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of Developer to perform its obligations under this Agreement.

6.4 Financial Statements; No Material Change in Financial Condition. The financial statements previously submitted by Developer to City in connection with Developer’s SOQ submittal are true and accurate in all material respects. As of the Effective Date, to Developer’s knowledge, there have been no material changes in Developer’s financial condition from the financial condition as reflected in the financial statements previously submitted by Developer.

6.5 No Developer Bankruptcy. As of the Effective Date, neither Developer nor Developer’s manager or managing member, as applicable, is the subject of any bankruptcy proceeding, nor has either (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its Deleted: There
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respective creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally.

6.6 Duty to Notify. Developer shall notify City promptly, but in all events within 30 days from actual knowledge thereof, of any material change in any condition or of any event or circumstance which makes any representation or warranty of Developer under this Section 6 untrue or misleading.

7. Progress Reports and Information.

Within ten (10) calendar days following either Party’s request, which may be made from time to time during the Negotiating Period, the other Party shall submit to the requesting Party a written progress report advising the requesting Party on the status of all work being undertaken by or on its behalf and, in the case of the City, the costs incurred in connection with such work.

Further, City will provide, or make available to Developer for its review as reasonably requested by Developer, all information regarding the Development Footprint reasonably available to City, including all non-privileged information concerning the CRP Area, CRP Area Plan, the timing of Navy FOST determinations and conveyances, and the physical condition and development of the Development Footprint obtained or developed by City Consultants or provided to the City by the Navy or any other third parties, including prior prospective developers. The City shall not, however, be obligated to produce any documents created for the specific purpose of assisting the City in its negotiations with Developer, or information produced by any prior prospective developer that City, in its reasonable discretion, determines to be confidential or proprietary developer information.

8. Limitations on Effect of Agreement.

This Agreement (and any extension of the Negotiating Period) does not obligate either Party to enter into a DDA on or containing any particular terms. By execution of this Agreement (and any extension of the Negotiating Period), City is not committing itself to, or agreeing to, undertake disposition of the Development Footprint or any portion thereof and Developer is not committing itself to acquire the Development Footprint or any portion thereof. Execution of this Agreement by City and Developer is merely an agreement to conduct a period of diligent, good faith negotiations in accordance with the terms hereof, reserving for subsequent City action the final discretion and approval regarding the execution of a DDA and all proceedings and decisions in connection therewith.

Any DDA resulting from negotiations pursuant to this Agreement shall become effective only if and after such DDA is considered and approved by the City Council, following conduct of all legally required procedures, and executed by duly authorized representatives of City and Developer. Until and unless a DDA is signed by Developer, approved by the City Council, and executed by City, no agreement drafts, actions, deliverables or communications arising from the performance of this Agreement shall impose any legally binding obligation on either Party to enter into or support entering into a DDA or be used as evidence of any oral or implied agreement by either Party to enter into any other legally binding agreement.

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This Agreement, which pertains only to negotiating procedures and standards between City and Developer, does not limit in any way the discretion of City in acting on any applications for any Project Approvals; provided, however, City agrees to coordinate with Developer the scheduling of meetings for Planning Commission and City Council consideration of such applications for approval. Consistent with Section 5 of this Agreement, the Parties acknowledge that CEQA compliance in connection with consideration of the Project is required, and that City retains the discretion in accordance with applicable law, before action on the Project by the City Council to: (i) identify and impose mitigation measures to mitigate significant environmental impacts, (ii) select other feasible alternatives to avoid significant environmental impacts, (iii) balance the benefits of the Project against any significant environmental impacts prior to taking final action if such significant impacts cannot otherwise be avoided; or (iv) determine not to proceed with the Project.

9. Defaults and Remedies.

9.1 Default. Failure by either Party to negotiate in good faith, and without unreasonable delay, as provided in this Agreement constitutes an event of default hereunder.

Except as otherwise set forth herein with respect to City’s immediate right to terminate the Agreement under Section 11 or Section 12, the non-defaulting Party shall give written notice of a default to the defaulting Party, specifying the nature of the default and the required action to cure the default. If such default remains uncured ten (10) calendar days after receipt by the defaulting Party of such notice in the case of a default on an obligation to pay or reimburse money, or thirty (30) calendar days after receipt of such notice in the case of all other defaults, the non-defaulting Party may exercise the remedies set forth in Section 9.2 or Section 9.3 below.

9.2 Exclusive Remedies for City Default. In the event of an uncured default by City, Developer’s sole and exclusive remedy is to terminate this Agreement. From and after such termination neither Party shall have any further right, remedy, or obligation under this Agreement, except for those surviving rights and obligations of the Parties as set forth in Sections 10, 11, 16 and 17 hereof. Nothing herein shall be deemed to limit the Developer’s rights and remedies under the Reimbursement Agreement.

9.3 Exclusive Remedies for Developer Default. Except as provided in Section 11 below, in the event of an uncured default by Developer, City’s sole and exclusive remedy shall be to terminate this Agreement. Following such termination, neither Party will have any right, remedy, or obligation under this Agreement, except for those surviving rights and obligations of the Parties as set forth in Sections 10, 11, 16 and 17 hereof. Nothing herein shall be deemed to limit the City’s rights and remedies under the Reimbursement Agreement.

9.4 No Damages. Except as provided in Section 11 below, neither Party shall have any liability to the other for damages or otherwise for any default, nor shall either Party have any other claims with respect to performance or non-performance by the other Party under this Agreement. Subject to Section 11 below, each Party specifically waives and releases any such rights or claims they may otherwise have at law or in equity in the event of a default by the other Party, including the right to recover actual, consequential, special, or punitive damages from the defaulting Party. For avoidance of doubt, Developer acknowledges that City has the Commented [CCN8]: We would request that the ENA be
revised to provide that Developer does not have to turn over work product without reimbursement in the event of an
uncured City default (see Secs. 10 and 13.)
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right to recover actual damages under the Reimbursement Agreement, subject to the terms of that agreement.

9.5 Default under the Reimbursement Agreement. Developer’s default under the Reimbursement Agreement following notice and expiration of applicable cure periods shall be deemed a default by Developer under this Agreement, and City shall have the right to immediately terminate this Agreement by written notice to Developer without having to provide any further opportunity to cure under Section 9.1 above.

10. Rights to and Delivery of Third-Party Materials.

Once submitted to the City, all documents, reports, and other work product generated by third parties for Developer with respect to the Project that Developer owns or has the right to transfer, including without limitation: (i) all environmental reports, geotechnical reports, surveys, marketing reports, lot studies and improvement plans; (ii) design concepts and draft land use and infrastructure plans, including any draft specific plan, and any other permits and approvals for any other land use entitlements; and (iii) any other relevant information or documentation relative to entitlement, approval or development of the Project (excluding only attorney client privileged communications) (collectively, “Third-Party Materials”) shall become the property of the City upon expiration or earlier termination of this Agreement without the Parties having entered into a DDA. Developer shall use commercially reasonable efforts to include contractual language in all contracts with the engineers, designers, architects and other consultants producing such Third-Party Materials (the “Third- Party Contracts”) by which those firms and consultants consent to future use of such Third- Party Materials by City and its designees without payment by City or its designees, provided such contractual language will not require those third-party consultants to continue working with the City. Such contractual language must be in a form reasonably acceptable to the City Attorney.

Notwithstanding any other provision of this Agreement, if this Agreement is terminated by either Party prior to expiration of the Negotiating Period, or by City pursuant to Section 9.3, or if this Agreement expires without the Parties having entered into a DDA, then Developer shall promptly, at no cost and without warranty as to correctness, deliver to City copies of all Third- Party Materials in such formats as reasonably requested by City. Except for Third-Party Materials subject to Section 16 below, and subject to reasonable restrictions on the use of such Third-Party Materials in the Third-Party Contracts, the terms of which shall have been approved by the City Attorney, City, and its current and future consultants, contractors, and developers, may use all Third-Party Materials, at no cost and without warranty as to correctness, for any lawful purpose in connection with any future development or proposed development of the Development Footprint or other portion of the CRP Area. Developer’s obligations under this Section 10 shall survive the expiration or earlier termination of this Agreement.

11. Non-Disparagement.

11.1 Disparaging Statement. Developer agrees that the Developer Restricted Individuals, as defined in Section 11.6, shall refrain from making, or soliciting another to make, any public statements (e.g., statements made in press releases, traditional and social media, public hearings, community meetings, or similar public forums), or authorizing any statements to Commented [CCN9]: We would request:
-Clarification that these materials would not become
property of the City in the event the ENA is terminated for City default, absent reimbursement; and
- Exclusions to specifically address other categories of confidential and proprietary information, economic analyses, underwriting, proformas, etc.

Commented [CCN10]: We would request clarification in
paragraph above, or in this paragraph, that this provision only relates to materials that were previously submitted to the City.

Commented [CCN11]: We would request that the City
require any subsequent developer to reimburse Developer for these materials if termination is not a result of Developer default
Commented [CCN12]: We would request addition of
provision, surviving termination, for release and
indemnification of consultants for City’s use of these
materials.

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be reported as being attributed to the Developer, that are disparaging or derogatory of any City Council member or City staffer, and which are intended to and which would reasonably be expected to injure the reputation or business of such individual (hereafter a “Disparaging Statement”). By way of example only (and without limitation), a Disparaging Statement will not include statements by any Developer Restricted Individual that disagrees with, objects to or challenges statements made by a member of City Council or City staff about the Project.

11.2 Notice and Demand to Meet and Confer. In the event where City claims that Developer has made or authorized a Disparaging Statement in violation of this Section 11, City shall provide notice of such claimed violation in accordance with Section 15, along with a demand to Developer to meet and confer within five (5) business days of Developer’s receipt of said notice.

11.3 Mediation. If the Parties are unable to resolve the dispute at the meeting (or such longer time as each Party may agree in its sole discretion), the Parties agree to try and settle the dispute by mediation. Mediation shall be conducted by JAMS, Inc. (“JAMS”), in accordance with JAMS mediation rules and procedures (including those relating to confidentiality), and shall occur at JAMS’ facility in Walnut Creek, California. Mediation shall not extend beyond one half-day absent mutual agreement of the Parties. Developer agrees to pay all costs charged by JAMS as a result of any mediation occurring pursuant to this Section 11.3.

11.4 Liquidated Damages. DEVELOPER ACKNOWLEDGES AND AGREES THAT

COMMISSION OR AUTHORIZATION OF A DISPARAGING STATEMENT BY

DEVELOPER MAY RESULT IN IRREPARABLE HARM TO THE CITY AND THAT

THERE IS NO ADEQUATE REMEDY AT LAW FOR A VIOLATION OF THIS SECTION 11. DEVELOPER FURTHER ACKNOWLEDGES AND AGREES THAT IN THE

EVENT OF SUCH VIOLATION, CITY WILL SUFFER DAMAGES, INCLUDING LOST

OPPORTUNITIES TO PURSUE OTHER DEVELOPMENT AND DELAYED RECEIPT OF

PROPERTY TAX REVENUES FROM THE PROJECT, AND THAT IT WOULD BE

IMPRACTICABLE AND INFEASIBLE TO FIX THE ACTUAL AMOUNT OF SUCH DAMAGES. THEREFORE, IF DEVELOPER IS IN BREACH OF ITS OBLIGATIONS UNDER THIS SECTION 11, AND ASSUMING CITY HAS EXHAUSTED THE PROCEDURES DESCRIBED IN SECTION 11.2 AND SECTION 11.3, CITY MAY (I) IF

THIS AGREEMENT HAS NOT ALREADY EXPIRED OR BEEN TERMINATED,

IMMEDIATELY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO

DEVELOPER, AND (II) RETAIN THE UNEXPENDED PORTION OF ANY DEPOSIT

DEVELOPER HAS MADE UNDER THE REIMBURSEMENT AGREEMENT, PLUS ANY INTEREST THEREON, BUT NOT TO EXCEED $100,000, AS FIXED AND LIQUIDATED DAMAGES AND NOT AS A PENALTY. DEVELOPER’S OBLIGATIONS UNDER THIS SECTION 11 SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT. BY PLACING THE INITIALS OF THE AGENT EXECUTING THIS

AGREEMENT ON ITS BEHALF BELOW, EACH PARTY SPECIFICALLY CONFIRMS

THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH

PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS

AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION.

INITIALS: DEVELOPER CITY
Commented [CCN13]: We would request clarification that
Liquidated Damages are the sole and exclusive remedy of the City.

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11.5 Developer’s Rights to Object. Developer’s objections to any development conditions made in a public hearing, its exercise of its administrative or judicial rights of appeal of any action by the City, or its response to a Disparaging Statement made about Developer, in connection with the proposed Project or Project Entitlements shall not, by themselves, be deemed a Disparaging Statement or a violation of this Section.

11.6 Developer Restricted Individuals. The following individuals (the “Developer Restricted Individuals”) are subject to this Section 11 and Section 12 below:
.

12. Campaign Contributions.

12.1 Campaign Contribution Restrictions. During the term of this Agreement, Developer shall ensure that the Developer Restricted Individuals do not make, or solicit another to make, any political contribution(s) to the campaign, or any political action committee supporting election or re-election, of (i) any appointed or elected sitting City of Concord official running for any elected office, or (ii) any candidate running for elected City office. Developer further agrees that the Developer Restricted Individuals shall not solicit its or their or Developer’s employees, contractors, or subcontractors working on the Project to make any political contribution(s) to the campaign, or any political action committee supporting election or re-election, of (i) any appointed or elected sitting City of Concord official running for any elected office, or (ii) any candidate running for elected City office. Within ten (10) business days of the execution of this Agreement (or, in the case of newly appointed or newly elected officials, within ten (10) business days of such appointment or election), the City Manager shall advise all appointed or elected sitting City of Concord officials in writing of the restrictions on campaign contributions set forth in this Section 12.1.

12.2 City Remedies. In the event City has reason to believe Developer has violated its obligations under this Section 12, City may notify Developer in writing which notice shall include a brief recitation of the facts City believes constitute evidence of such violation.

Developer shall have fifteen (15) days following receipt of such notice to provide any exculpatory evidence demonstrating that no such violation has occurred. Following expiration of such 15-day period City may immediately terminate this Agreement by written notice to Developer, and without affording Developer any opportunity to cure such violation, if City determines that Developer has violated its obligations under this Section 12.

13. Rights Following Expiration or Termination.

If a DDA is signed by Developer, approved by the City Council, and executed by City, the ongoing rights and obligations of the Parties shall be as specified in the DDA and any ancillary agreements. If, at the time this Agreement expires or is terminated in accordance with its terms, the Parties have not entered into a DDA, then City has the absolute right to pursue disposition and development of all or portion of the Development Footprint in any manner and with any party or parties it deems appropriate.

Commented [CCN14]: Request that this paragraph be
revised to allow for time for Parties to resolve issue prior to automatic termination.

Commented [CCN15]: We would request that this section
be clarified to be subject to any surviving terms of this Agreement.

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14. Right to Enter the Development Footprint/City Property Documents.

City shall work with the Navy to provide Developer, its employees, agents, and contractors with a right of entry or other similar access during the Negotiation Period to pertinent portions of the Development Footprint for the purpose of conducting inspections, tests, examinations, surveys, studies, appraisals, and marketing tours. Any right of entry shall be in a form acceptable to City, Navy, and Developer and consistent with any existing right of entry in favor of the City or any prior right of entry provided by the City to former prospective developers or purchasers of the Development Footprint.

15. Notices.

Any approval, disapproval, demand or other notice which any Party may desire to give to the other Party under this Agreement must be in writing and may be given by any commercially acceptable means that offers confirmation of receipt, including by certified or registered U.S.

Mail, postage prepaid and return receipt requested, personal delivery, overnight courier, or email, to the Party to whom the notice is directed at the address of the Party as set forth below, or at any other address as that Party may later designate by notice:

To Developer:

Telephone:

Email:

With a copy to

Telephone:

Email:

To City: City of Concord
Local Reuse Authority
1950 Parkside Drive
Concord, California
Attention: LRA Executive Director
Telephone: (925) 671-3001
Email: [email protected]
and: [email protected]
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With copies to: City of Concord
1950 Parkside Drive
Concord, California
Attention: City Attorney
Telephone: (925) 671-3160
Email: [email protected]
and: [email protected]

And Burke, Williams & Sorensen, LLP
1999 Harrison Street, Suite 1650
Oakland, CA 94612-3520
Attention: Gerald J. Ramiza
Telephone: (510) 273-8780
Email: [email protected]

Any notice shall be deemed given on the date of delivery if delivered by certified or registered mail, personal delivery to the recipient, or overnight courier if on a business day (and if not on a business day, then on the next business day) or when delivery is refused. Any notice shall be deemed given when received if sent by email if received before 5:00 PM local time (of the recipient) on a business day, and otherwise on the next business day.

16. Confidentiality of Information.

Any information provided by Developer to City, including pro formas and other financial projections (whether in written, graphic, electronic or any other form) that is clearly marked as “CONFIDENTIAL/PROPRIETARY INFORMATION” (“Confidential Information”) is subject to the provisions of this Section 16. Subject to the terms of this Section, City shall endeavor to prevent disclosure of the Confidential Information to any third parties, except as may be required by the California Public Records Act (Government Code Section 6253, et seq.) or other applicable local, state, or federal law (collectively, “Public Disclosure Laws”).

Notwithstanding the preceding sentence, City may disclose Confidential Information to its officials, employees, agents, attorneys, and advisors (“City Representatives”), but only to the extent necessary to carry out the purpose for which the Confidential Information was disclosed.

Developer acknowledges that City has not made any representations or warranties that any Confidential Information City receives from Developer will be exempt from disclosure under any Public Disclosure Laws.

In the event the City’s legal counsel determines that the release of the Confidential Information is required by Public Disclosure Laws, or order of a court of competent jurisdiction, City shall notify Developer, prior to disclosure of such Confidential Information, of City’s intention to release the Confidential Information. Developer shall have five (5) calendar days after the date of City's notice (“Objection Period”) to deliver to City a written objection notice, which includes (a) justification for non-disclosure of all or any portion of the requested Confidential Information, and (b) legally binding confirmation of Developer’s indemnity and release obligations as set forth in this section (“Objection Notice”). City may release the Confidential Information if (i) City does not timely receive an Objection Notice, (ii) a final and Commented [CCN16]: We would request that this section
be clarified to survive termination of the Agreement.

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non-appealable order by a court of competent jurisdiction requires City to release Confidential Information, or (iii) the City’s City Attorney, in their reasonable discretion, upon review of the Objection Notice, notifies Developer in writing that they have determined that it does not satisfy the requirements set forth in this Section or that the requested Confidential Information is not exempt from disclosure under the Public Disclosure Laws and Developer then fails to file and obtain a temporary restraining order or other similar injunctive relief preventing such disclosure within ten (10) days after receipt of the City Attorney’s determination. If the City Attorney, in their reasonable discretion determines that only a portion of the requested Confidential Information is exempt from disclosure under the Public Disclosure Laws, City may redact, delete or otherwise segregate the Confidential Information that will not be released from the non- exempt portion to be released, and may key by footnote or other reference to the appropriate justification for not disclosing the unreleased Confidential Information.

Developer acknowledges that in connection with City Council’s consideration of any DDA as contemplated by this Agreement, City will need to present a summary of Developer’s financial projections, including anticipated costs of development, anticipated project revenues, and returns on equity, cost and/or investment. If this Agreement is terminated without the execution of a DDA, City shall return to Developer any Confidential Information within thirty (30) days.

To the extent Developer believes the Confidential Information is not subject to Public Disclosure Laws, Developer may, at no cost to the City, file any necessary legal actions to enjoin or prevent the disclosure of the Confidential Information.

Developer shall defend, indemnify, and hold harmless City and its officers, officials, employees, volunteers, agents, attorneys, and representatives (collectively, “Indemnitees”) from and against any and all Claims arising out of or in any way connected with disclosure or non- disclosure of any Confidential Information. “Claim” or “Claims” means any and all present and future liabilities, claims, demands, obligations, grievances, judgments, orders, injunctions, causes of action, assessments, losses, costs, damages, fines, penalties, expenses, suits or actions of every name, kind, description and nature (including attorneys’ fees and costs), known or unknown, and whether now existing or hereafter arising, including all costs, attorneys’ fees, expenses and liabilities incurred in the defense of any legal challenge brought by a third-party seeking or objecting to the disclosure of that Confidential Information. Developer’s obligations under this Section 16 shall survive the expiration or termination of this Agreement.

Developer hereby waives, releases and discharges forever the Indemnitees from any and all present and future Claims arising out of or in any way connected with any Confidential Information. Developer aware of and familiar with the provisions of Section 1542 of the California Civil Code which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE
Commented [CCN17]: We would request that this
provision exclude claims related to City’s breach of this Agreement.

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MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.

As such relates to this Section, Developer hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code.

Developer Initials

The restrictions set forth herein shall not apply to Confidential Information to the extent such Confidential Information: (i) is now, or hereafter becomes, through no act or failure to act on the part of City, generally known or available; (ii) is known by the City at the time of receiving such information as evidenced by City’s public records; (iii) is hereafter furnished to City by a third party, as a matter of right and without restriction on disclosure; (iv) is independently developed by City without any breach of this Agreement and without any use of or access to Developer’s Confidential Information as evidenced by City’s records; (v) is not clearly marked “CONFIDENTIAL/PROPRIETARY INFORMATION” as provided above (except where Developer notifies City in writing, prior to any disclosure of the Confidential Information, that omission of the “CONFIDENTIAL/PROPRIETARY INFORMATION” mark was inadvertent), or (vi) is the subject of a written permission to disclose provided by Developer to City.

Nothing herein shall prohibit Developer from seeking injunctive relief to prevent disclosure of information which Developer believes qualifies as Confidential Information.

17. No Commissions.

Each Party represents and warrants that it has not entered into any agreement, and has no obligation, to pay any real estate commission in connection with the transaction contemplated by this Agreement. If a real estate commission is claimed through either Party in connection with the potential transaction contemplated by this Agreement or any resulting DDA, then the Party through whom the commission is claimed shall indemnify, defend, and hold the other Party harmless from any liability related to such commission. The provisions of this Section 17 shall survive termination of this Agreement.

18. Assignment.

The qualifications and identity of Developer and its parent company, [identify parent company], were material considerations by City in selecting Developer.

Accordingly, except as provided below, Developer may not assign all or any portion of this Agreement to any other person or entity, without the prior written approval of the City Council.

Any purported voluntary or involuntary assignment by Developer of this Agreement without such City written approval shall be null and void, except as provided below. Notwithstanding the foregoing, Developer may assign this Agreement in its entirety without approval by the City to an Affiliate (defined below) of Developer, provided that [identify parent

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company] (a) has responsibility for the day-to-day entitlement and development activities of such entity; and (b) has majority voting and profits interests in such entity. Developer shall provide not less than ten (10) business days’ prior written notice to City of any such permitted assignment. As used herein, the term “Affiliate” means an entity which controls, in controlled by or under common control with Developer.

19. Applicable Law; Venue.

This Agreement shall be construed in accordance with the law of the State of California, including its statutes of limitation, but without reference to choice of laws principles, and venue for any action under this Agreement shall be in Contra Costa County, California.

20. Severability.

If any provision of this Agreement or the application of any such provision shall be held by a court of competent jurisdiction to be invalid, void or unenforceable to any extent, the remaining provisions of this Agreement and the application thereof shall remain in full force and effect and shall not be affected, impaired, or invalidated.

21. Integration.

This Agreement, together with the Reimbursement Agreement, contains the entire understanding between the Parties relating to the matters set forth herein. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged in this Agreement and shall be of no further force or effect.

22. Modifications.

Any alteration, change, or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each Party.

23. Waiver of Lis Pendens.

It is expressly understood and agreed by the Parties that no lis pendens shall be filed against any portion of the Development Footprint or any other portion of the CRP Area with respect to this Agreement or any dispute or act arising from this Agreement.

24. Interpretation.

As used in this Agreement, masculine, feminine, or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates.

The word “including” shall be construed as if followed by the words “without limitation.” Unless otherwise expressly stated, “days” means calendar days. This Agreement shall be interpreted as though prepared jointly by the Parties. Titles and captions are for convenience of reference only and do not define, describe, or limit the scope or the intent of this Agreement or any of its terms.

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25. Authority.

Each person executing this Agreement on behalf of Developer does hereby covenant and warrant that (a) Developer is created and validly existing under the laws of [State] , (b) Developer has and is duly qualified to do business in California, (c) Developer has full corporate power and authority to enter into this Agreement and to perform all of Developer’s obligations hereunder, and (d) each person (and all of the persons if more than one signs) signing this Agreement on behalf of Developer is duly and validly authorized to do so.

26. Next Business Day.

In the event the date on which City or Developer is required to take any action under the terms of this Agreement is not a business day, the action shall be taken on the next succeeding business day.

27. Joint and Several.

If Developer consists of more than one entity or person, the obligations of Developer hereunder shall be joint and several.

28. Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.

29. List of Exhibits.

The following Exhibit are attached hereto and incorporated herein by reference:

(a) Exhibit A -- Site Map

(b) Exhibit B -- Preliminary Stage Negotiation Matters

[Remainder of page intentionally left blank]
[Signatures on next page]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

CITY: DEVELOPER:

CITY OF CONCORD, a California
municipal corporation
, a

By:

Name: Valerie Barone Name:

Title: City Manager Title:

APPROVED AS TO FORM:

By:

Susanne Brown, City Attorney

[Signature Page to Exclusive Agreement to Negotiate]
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Exhibit A
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20 Page G
20 EXHIBIT A

SITE MAP

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EXHIBIT B

PRELIMINARY STAGE NEGOTIATIONS MATTERS

• Determination of the Project.
• The terms under which Developer, following Navy’s conveyance of each portion of the Development Footprint to the City, would operate, manage, and maintain it on an interim basis until such time as the Development Footprint, or applicable portion thereof, is ready to be conveyed to Developer pursuant to the DDA, or the DDA has been terminated.

• The terms, including conditions precedent to closing, under which City would convey the Development Footprint, or applicable portion thereof, to Developer by deed (or lease with respect to the Commercial Flex portions) in multiple phases corresponding with Developer’s phased build out of the Project, including defining the backbone infrastructure required for each phase.

• The terms under which Developer would be permitted to assign or transfer its interests in the DDA to affiliates.

• The terms, including conditions precedent to closing, under which Developer would be permitted to convey subdivided, developable portions of the Development Footprint, or applicable portion thereof, to one or more vertical developers, which may or may not be affiliates of Developer, following Developer’s completion of applicable portions of the backbone infrastructure.

• The terms under which City and/or Navy may potentially receive a portion of the proceeds generated from Developer’s conveyance of subdivided, developable portions of the Development Footprint, or applicable portion thereof, to the vertical developer(s).

• The terms under which Developer will interface with Navy to address the Navy’s remediation of additional hazardous materials that may be discovered on the Development Footprint, or applicable portion thereof, during development and following completion of Navy’s initial remediation program.

• The terms under which Developer will be permitted to participate in negotiations with other agencies with jurisdiction over the Project such as the resource agencies, and agencies that interface with the Project such as EBRPD and BART.

• Requirements regarding compliance with the City’s policies on prevailing wages, local hire and apprenticeship programs and potential Project Labor Agreements.

• Requirements for implementing site-wide mitigation and monitoring in accordance with the certified Final EIR for the Reuse Plan, Addendum for the CRP Area Plan, and other environmental documents.

• Requirements for funding the ongoing costs of implementing and complying with endangered species, habitat mitigation, archaeological and other mitigation obligations.

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• Requirements related to compliance with affordable housing obligations and the phasing of affordable residential units.
• Requirements related to existing legally binding agreements regarding the provision of homeless housing and the transfer of property for a food bank.

• Requirements related to the phasing of development in the TOD core, as described in the CRP Area Plan, and neighborhood serving retail development.

• Requirements related to phasing of public improvements, including parks and other community facilities and amenities, and any necessary modifications to phasing over time.

• Requirements related to the transfer of a portion of the golf course and the provision of access through the golf course and corresponding improvements.

• Criteria and guidelines for implementation of the Project, including requirements related to design standards and City design review, to be set forth in a Specific Plan.

• Methods of financing the construction, installation and/or long-term maintenance of public improvements, including, potentially, via Mello-Roos Community Facilities District, Enhanced Infrastructure Finance District, Landscape and Lighting District or other tax- exempt financing vehicles.

• Provisions regarding the term of the DDA and outside dates for conveyance of land and construction of specified improvements in phases.

• The terms, including conditions precedent, under which Developer would be obligated to commence each backbone infrastructure phase.

• Terms relating to Developer’s obligation to fund and/or construct community improvements such as the library/community center, tournament sports park, and city-wide park, and public improvements such as those for Willow Pass Road, Evora Road, and trail connections to the EBRPD property.

• Terms regarding leasing of land and structures within the Development Footprint, or applicable portion thereof, including terms under which City would lease land and structures to Developer for Project related uses and terms for termination of existing leases and approval of new leases.

• The Project implementation milestones and other conditions precedent that the Developer would be required to satisfy before City would enter into subsequent exclusive negotiating agreements and/or Disposition and Development Agreements with Developer for those portions of the Development Footprint that are not addressed by the DDA.

• Terms regarding remedies in the event of failure of conditions precedent and/or default at various stages (prior to land conveyance, prior to development, after partial conveyance/development, etc.).

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• The terms under which City would enter into a Development Agreement with Developer with regard to the Project, including such terms as the duration of the Development Agreement, the scope of vested rights conferred, and the applicability of new or increased impact fees.

• The terms under which Developer would reimburse City for costs it incurs related to the Project, including without limitation reimbursement of City’s past costs (estimated of $15 million); costs related to negotiation of the DA/DDA and entitlement of the Project; and costs associated with City negotiations with the Navy and other government agencies with jurisdiction over the Project.

• Any other issues that the Parties mutually agree to negotiate, including terms under which Developer would potentially be compensated for amounts expended on a specific plan and ENA
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EIR if the City Council were to approve the specific plan and EIR but then reject the proposed DDA as negotiated by City and Developer’s negotiating teams.

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M E M O
January 5, 2023
TO: Local Reuse Authority (LRA)/City Council
FROM: Guy Bjerke, Director – Economic Development & Base Reuse RE: Changes and Clarifications to the Concord First Partners (CFP) Term Sheet Since the release of the Staff Report and Term Sheet on November 30, 2022, the LRA staff and CFP have held two Community Presentations about the Term Sheet at the Senior Center on December 1 and December 15.

Staff and CFP have also briefed the following organizations, agencies and stakeholders on the Term Sheet: Contra Costa/Solano Food Bank, Coast Guard Property Owners, Bay Area Rapid Transit District, East Bay Regional Park District, East Bay Housing Organizations (EBHO), Contra Costa County, Concord Communities Alliance, Mount Diablo Unified School District, Save Mount Diablo, Greenbelt Alliance, Contra Costa Consolidated Fire District, Concord Chamber of Commerce, Central Contra Costa Sanitary District, Contra Costa Water District, Contra Costa Transportation Authority, GoMentum Station, Contra Costa Homeless Collaborative, Industrial Association, Supervisor Federal Glover, Visit Concord/Hotels, Supervisor-elect Ken Carlson, Senator Steven Glazer, and Contra Costa Transit Authority (County Connection). We have sought briefings with other groups without success but feel we have reached a good cross section of stakeholders.

The comments or questions received in the Community Presentations and organizational briefings really fall into three categories:

1. Issues that are too specific for the Term Sheet and will be addressed in the future Specific Plan or other entitlements.

For example, both the Fire District and School District expressed concerns with either the placement or timing (or both) of their planned facilities. These issues will require further analysis and consultation with both agencies which will be conducted as part of the drafting of the Specific Plan and analysis of project impacts in the Environmental Impact Report.

2. Issues that merit clarification but do not require a change in the Term Sheet. a. In Section 4 d. vii Related California (page 12), the last paragraph provides proposed percentages regarding the rights to develop affordable housing. Several reviewers interpreted the percentages as establishing a priority order. The intent is to provide the opportunity for all three types of affordable projects in each Phase of the project. The final implementation details of the Affordable Housing program will be included in the future Specific Plan.

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b. Several commenters at the Community Presentations asked questions about water availability and recycled water. We are proposing a change to the Term Sheet (see below) regarding recycled water. The availability of water for the project has been confirmed twice by the Contra Costa Water District. However, with the proposed addition of residential units all parties, including CCWD, acknowledge the need for a revised Water Supply Assessment as part of the impact evaluations in the Specific Plan and Environmental Impact Report. c. Various stakeholders and agencies asked questions about the proposed Community Benefit contributions towards the Community Center/Library and Tournament Sports Complex/City Park. The programming and guidance of both projects will be led by the LRA/City after additional community input. Those decisions will be included in the Specific Plan and evaluated in the Environmental Impact Report. It is the amount and timing of the proposed project contributions that are key/relevant for Term Sheet consideration purposes.

3. Issues that LRA staff and CFP agree should be changed in the Term Sheet. See the attached Term Sheet with revisions as listed below and minor typographic corrections. a. The Contra Costa Homeless Collaborative pointed out that the Term Sheet did not correctly represent the Legally Binding Agreement (LBA) terms regarding Transitional Housing or Permanent Supportive Housing for people experiencing homelessness. The LBA requires the first 4 acre parcel be made available in the project’s Phase 1 – whereas the Term Sheet provided the parcel in Phase 2. The attached Term Sheet fixes that error in Section 4 a.

Development Phases & Project Summary and in Exhibit A.
b. Several commenters noted that recycled water was not included as a component in Section 7 a. Backbone Infrastructure and Off-Site Roadway Improvements. Although recycled water is listed as a Backbone Infrastructure item in every Phase listed in Exhibit C, LRA staff and CFP have made changes to the attached Term Sheet in Section 7 to recognize the importance recycled water to the project.
c. A commenter at the second Community Presentation raised a question about Section 21 a.

Transfer to Affiliate of Developer and the possibility that CFP could change the make-up of their partnership without City approval. Section 21 a. is worded to allow CFP to establish different entities under CFP’s control to implement parts of the project. However, LRA staff and CFP have made a change to the Term Sheet in Section 21 b. Change in Control:

Stock/Share Transactions to clarify that the City retains the right to approve any changes in the control of the CFP partnership.

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CONCORD NAVAL WEAPONS STATION

TERM SHEET FOR

DISPOSITION AND DEVELOPMENT AGREEMENT AND STATUTORY

DEVELOPMENT AGREEMENT

BETWEEN CITY OF CONCORD, IN ITS CAPACITY AS THE LOCAL REUSE AUTHORITY (“CITY” OR “LRA”) AND
____________ (“DEVELOPER”)
DATED ___________

TABLE OF CONTENTS

1. Purpose of Term Sheet and DDA and DA ......................................................... 1

2. Phase One; Future Phases ............................................................................... 1

3. Labor Policies & Local Opportunity ................................................................... 2

4. Project ............................................................................................................... 3

5. Summary of Project Milestones and Phasing Requirements ............................ 13

6. Interim Lease ..................................................................................................... 16

7. Infrastructure ..................................................................................................... 16

8. Project Entitlements .......................................................................................... 18

9. Reimbursement of City Costs ............................................................................ 20

10. Conditions Precedent to Transfer to Developer ................................................ 22

11. Conditions Precedent to Transfer to Vertical Developer ................................... 24

12. City Participation ............................................................................................... 25

13. Federal, State, and Regional Funding Sources; Financing of Public Improvements and Publicly Accessible Private Improvements ......................... 26

14. Open Book Accounting ...................................................................................... 27

15. Remediation ..................................................................................................... 28

16. Habitat & Species Mitigation and Resource Agency Permitting ........................ 29

17. Prevailing Wages .............................................................................................. 30

18. Insurance ........................................................................................................... 31

19. Indemnity ........................................................................................................... 31

20. Third Party Legal Challenges ............................................................................ 32

21. Transfers ........................................................................................................... 33

22. Remedies .......................................................................................................... 34

23. Excusable Delays .............................................................................................. 35 Deleted: CONCORD FIRST PARTNERS, LLC
Deleted: NOVEMBER 15, 2022
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24. Transfer of Remainder of Development Footprint .............................................. 36

25. Navy/City Conveyance Agreement ..................................................................... 37

26. Corporate Structure & Capitalization of Developer ............................................. 37

27. Development Agreement .................................................................................... 38

28. Exhibits ............................................................................................................... 39

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CONCORD NAVAL WEAPONS STATION

TERM SHEET FOR DISPOSITION AND DEVELOPMENT

AGREEMENT AND STATUTORY DEVELOPMENT AGREEMENT

BETWEEN CITY OF CONCORD, IN ITS CAPACITY AS THE LOCAL
REUSE AUTHORITY (“CITY” OR “LRA”) AND
__________(“DEVELOPER”)

1. Purpose of Term Sheet and DDA and DA.

The purpose of this term sheet (“Term Sheet”) is to set forth the key business terms to be included in a Disposition and Development Agreement (“DDA”) and statutory Development Agreement (“ DA”) between City and Developer as part of the environmental review and entitlement approval process. The purpose of the DDA is to (a) provide for City’s disposition of the Phase One Property (defined in Section 2) to Developer so that Developer may develop Phase One of the Project; (b) set forth terms and conditions upon which Developer, subject to meeting specified milestones and conditions, would have the right to acquire and develop future phases (each, a “ Future Phase ” and collectively the “ Future Phases ”) of the Development Footprint (defined in Section 2); and (c) ensure the timely development of each Phase, including all sub-phases thereof, with a range of land uses substantially consistent with the Concord Reuse Project Area Plan (the “CRP Area Plan”), including parks and other public amenities and facilities, commercial and residential uses, including affordable housing. Phase One and the Future Phases are sometimes referred to herein individually as a Phase and collectively as the Phases. The purpose of the DA is to ensure (i) appropriate vested rights with respect to Project approvals and entitlements including a Specific Plan; (ii) delivery of substantial community benefits from the Project’s contributions to parks and recreation, transportation, and community improvements and contributions; (iii) increased affordable housing options for extremely low-, very low- and low income residents; and (iv) payment of fees for the purpose of developing recreational amenities, bicycle, pedestrian and road circulation improvements, and other project contributions as provided for in this Term Sheet and the Specific Plan.

2. Phase One; Future Phases.

The “Phase One Property” consists of approximately 423 acres, as depicted on Exhibit A. The Phase One Property includes a portion of an initial transfer parcel, expected to be 1,100 to 1,400 acres in size (the “ First Transfer Parcel”) that is anticipated to be transferred by the United States Navy (“Navy”) to City as the first phase of an economic development conveyance (“ EDC”) of the inland portion of the former Concord Naval Weapons Station property. The developable property that will ultimately be transferred by Navy to City through the EDC is expected to total approximately 2,275 acres (the “Development Footprint ”). Subject to Developer achieving the Phase One-related milestones and meeting the conditions set forth in Section 10 below, Developer shall be eligible to receive conveyance of an additional 553 acres of the Development Footprint (the “Phase Two Property”).

Deleted: CONCORD FIRST PARTNERS LLC
Commented [CCN1]: What does the City anticipate for
timing of an MOA with the Navy and approval of an
amended EDC application? How does this timing relate to the timing for the Parties enter into the DDA?

Commented [CCN2]: We would suggest incorporating a
summary of what is provided in Section 8(e) regarding these Agreements being contingent on CEQA compliance.

Commented [CCN3]: We anticipate that phasing may need
to be adjusted to accommodate Navy FOST phases, Specific Plan refinements, CEQA review, financing, and/or
remediation completion along with market conditions.

Commented [CCN4]: Please include an Exhibit
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Subject to Developer achieving the Future Phase-related milestones and meeting the conditions set forth in Section 10 below, Developer shall be eligible to receive further conveyances of an additional 352 acres of the Development Footprint (the “Phase Three Property”); an additional 366 acres of the Development Footprint (the “Phase Four Property”) and an additional 407 acres of the Development Footprint (the “Phase Five Property”). Conveyance of the property comprising each Phase will be effectuated via multiple phased closings by sub-phase, with each sub-phase consisting of approximately 50 to 100 acres each. The DDA will include flexibility for future sub-phase conveyances to occur prior to completion of all prior sub-phase conveyances upon the City making findings that the proposed out-of-sequence conveyance and development will not adversely affect functionality of the Project.

3. Labor Policies & Local Opportunity.
a. The DDA will cross reference the contractual obligations of Developer and its transferees, including vertical developers, to local trades under Developer’s existing project labor agreement(s) for Project construction. b. The DDA will address Developer’s obligations with respect to local hire policies and goals for Project-related construction jobs consistent with a program to be reviewed and approved by Developer and the City, which may include:
i. The City’s good-faith “Hire Concord First” goal that 40% of the construction workforce should be prioritized first for local employees who reside in Concord, then, employees who reside in Contra Costa County. ii. Job training, apprenticeship programs, and vocational training opportunities, which would extend to both construction and permanent operational jobs.
iii. Coordination with the Greater Concord Chamber of Commerce, the Mt.

Diablo Unified School District, East Bay Works, the Contra Costa Workforce Development Board, California State University East Bay, and the California Employment Development Department to enhance opportunities for local employment and training.
iv. Military veteran-focused career training and workforce reintegration programs.
c. Use of public sector employees (i.e. County Connection drivers) to staff the proposed “Concord Connector” providing access to and from the Bay Area Rapid Transit (“BART”) station. The Concord Connector program, including Developer’s and its successors’ participation in the funding of such program, will be addressed in the Specific Plan. Developer will use good faith efforts to engage community- based organizations (“CBOs”) involved in local labor issues to promote awareness of the Project and opportunities for local labor workforce development and business participation.

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d. . Developer is also committed to implementing “Hire Concord First” policies by selling land within the Project to unaffiliated third-party vertical developers and by offering development opportunities, at competitive prices, for local development firms. Opportunities would be for residential, commercial, and recreational facilities and would focus first on firms located in the City of Concord, second on firms located in Contra Costa County, and third on firms located in the other eight Bay Area counties.

4. Project.

Developer and the City (together, the “ Parties”) propose that the project to be developed within the Development Footprint include the key components and amenities, general densities, and land use patterns described in this Section 4 (the “Project”). The Project is based on Developer’s current anticipated financial feasibility pro-forma dated _________, a summary of which is attached hereto as Exhibit B (the “Pro-forma”). Specific densities, land use patterns, and uses remain subject to refinement through the planning and negotiation of the Specific Plan and DA and associated public and California Environmental Quality Act, Public Resources Code Sections 21000, et seq., (“CEQA”) processes, all as set forth in Section 8. While Developer’s key obligation under the DDA is to deliver Backbone Infrastructure (as described in Section 7.a) to serve the Project’s land use program, Developer also agrees to make commercially reasonable efforts to market resulting development parcels throughout the Project to vertical developers (including Affiliates of Developer as defined in Section 21.a and third-party developers) so that vertical development -- and its associated benefits to the community -- may proceed in an orderly and timely manner and to ensure that commercial and retail uses are developed in a balanced manner with residential uses.
a. Development Phases & Project Summary. The Project is proposed to be developed in five Phases as depicted in Exhibit A; each Phase will have multiple sub-phases. The primary Project elements to be included in each Phase are described below and also listed in Exhibit A.
i. Phase One
A. Innovation District - 88 acres of non-residential uses B. 2,873 total dwelling units comprised of:
1) 2,180 market-rate units, and
2) 693 affordable units, including:
- Transitional housing, 4 acres (65 affordable units)
C. Veterans Land Set-Aside – 4 acres
D. PG&E substation – 5 acres
E. Parks/Greenways – 79.7 acres

Deleted: Developer will sell land corresponding to at
least 50% of the total market-rate residential units
(excluding affordable units) within the Project to
unaffiliated third-party vertical developers
Deleted: maximizing
Deleted: November 11, 2022
Commented [CCN6]: Global Comment: We anticipate that
the number of units per acre for each phase, as well as infrastructure components and community benefits
(including amounts and acreage), may need to be adjusted to accommodate Navy FOST phases and Specific Plan
refinements.

Commented [CCN7]: Global Comment: What is the status
of HUD LBAs, how many have been executed, and which
are still in process?
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F. Mt. Diablo Creek Restoration – 38.5 acres
G. Phase One component of Tournament Sports Park/Citywide Park to be more fully described in the Specific Plan with Developer committing $5 Million to such work1
ii. Phase Two
A. 4,945 total dwelling units comprised of:
1) 3,777 market-rate units, including:
- 385 market-rate units in the Transit Oriented Development (“TOD”) neighborhood, and
- 513 market-rate residential units in the TOD core; and 2) 1,168 affordable units, including:
- 570 TOD neighborhood affordable units;
- 513 TOD core affordable units;
- Transitional housing, 4 acres (65 affordable units); and - Habitat for Humanity, 2 acres (20 affordable units)
B. TOD Core District - a mixed use district that will include, among other uses, the market rate and affordable dwelling units noted in A. above, as further described in the Specific Plan
C. Campus District – a mixed use district as further described in the Specific Plan
D. Food bank – 10 acres
E. Phase Two component of Library/Community Center to be more fully described in the Specific Plan, with Developer committing $25 Million1 to such work

1 All monetary community benefit contributions set forth in this Term Sheet are listed in 2022 dollars. The amount of the community benefit contributions in this Term Sheet including the Library/Community Center contributions (Section 4.c.ii.), the Tournament Sports Park (Section 4.c.iii.), Citywide Park (Section

4.c.iv.), and the Affordable Housing Subsidy (Section 4.d.ii.) will be escalated by the increase in either the a) San Francisco-Oakland-San Jose Consumer Price Index, All Items (1982-84=100) for All Urban Consumers (CPI-U), published by the Bureau of Labor Statistics for the U.S. Department of Labor Consumer Price Index for the San Francisco Bay Area (“CPI”), or b) Engineering News Record (ENR) Construction Cost Index for the San Francisco Urban Area (“CCI”) published each year, whichever is most applicable, beginning January 1, 2024 and the date on which payment is made. If the CPI and/or the CCI is no longer available then a comparable index as reasonably selected by City will be used.

Commented [CCN9]: We would request to defer FN 1 until
the DA/DDA.

Commented [CCN8]: Global Comment: Has the City
discussed with the Navy whether parks, fire stations,
community centers, and other public uses could be subject to no-cost PBC instead of an EDC?

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F. Phase Two component of Tournament Sports Park/Citywide Park to be more fully described in the Specific Plan with Developer committing $35 Million1 to such work
G. Fire Station – 2 acres
H. Parks/Greenways – 82.56 acres.

I. Mt. Diablo Creek Restoration – 46.08 acres
iii. Phase Three
A. 2,345 total dwelling units comprised of:
1) 1,980 market-rate units, and
2) 365 affordable units, including:
- Transitional housing, 4 acres (65 affordable units)
B. Village center – 6 acres
C. Mid-rise hotel – 2 acres
D. School sites – 15 acres
E. Phase Three component of Library/Community Center to be more fully described in the Specific Plan, with Developer committing $40 Million1 to such work
F. Phase Three component of Tournament Sports Park/Citywide Park to be more fully described in the Specific Plan, with Developer committing $40 Million
1 to such work
G. Parks/Greenways – 89.95 acres
H. Wetland Preservation – 35 acres2
I. Mt. Diablo Creek Restoration – 25 acres
iv. Phase Four
A. 2,927 total dwelling units comprised of:
1) 2,530 market-rate residential units, and
2) 397 affordable units, including:

2 The actual mitigation in this area will occur in advance of Phase One.

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- Transitional housing, 4 acres (65 affordable units)
B. Phase Four component of Tournament Sports Park/Citywide Park to be more fully described in the Specific Plan, with Developer committing $20 Million1 to such work
C. School sites – 10 acres
D. Parks/Greenways – 37.39 acres
E. Mt. Diablo Creek Restoration – 31.79 acres
F. Green Frame Park – 41 acres
v. Phase Five
A. 2,505 total dwelling units comprised of:
1) 2,108 market-rate units, and
2) 397 affordable units, including:
- Transitional housing, 4 acres (65 affordable units) B. Village Center – 3.5 acres
C. Phase Five component of the City-Wide Park to be more fully described in the Specific Plan
D. School sites – 15 acres
E. Parks/Greenways – 97 acres
F. Mt. Diablo Creek Restoration – 37.65 acres
G. Green Frame Park – 41 acres
H. Fire Station – 2 acres
b. Commercial Pads; Neighborhood Serving Retail. Developer shall develop pads in development ready condition (i.e. graded, compacted, and with utilities stubbed to locations approved by City) (“Development Ready Condition”) for all commercial uses in each Phase prior to issuance of building permits for 75% of the market rate dwelling units in such Phase. Following development of the commercial pads, Developer shall market such pads, including retail property, to vertical developers so that commercial and retail uses may be constructed and opened as soon as is reasonably practicable in each Phase of the Project. Of the approximately 75,000 square feet of commercial development proposed to be located within Phase One, Developer shall ensure that approximately 37,500 square feet will be reserved for retail uses carrying food items, sundries, and providing other daily necessities to provide a walking -distance retail resource for residents of the Project

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(“Neighborhood Serving Retail ”). Developer shall build or cause to be built a minimum of 10,000 square feet of Phase One Neighborhood Serving Retail buildings prior to issuance of building permits for 50% of the market rate dwelling units in Phase One. Developer’s obligations to facilitate development of Neighborhood Serving Retail uses in Phases 2 through 5 will be addressed in the Specific Plan.
c. Recreational/Civic Amenities . Developer shall develop and construct key recreational and civic amenities and public spaces in a sequence that will complement the overall pace and character of corresponding vertical development as more particularly described in this subparagraph c. Parks and greenways will provide for access and trail connectivity for local and regional trails/bikeways and will provide connectivity to the Delta DeAnza Regional Trail. The Specific Plan will include mechanism(s) ensuring the long term maintenance, repair and replacement of recreational and civic amenities and public spaces in perpetuity. i. Parks and Greenways.

A. Developer shall construct and upon completion thereof offer to dedicate to the City approximately 80 acres of parks and greenways within Phase One. As part of Phase One, Developer shall fund a portion of the costs of the Phase One component of the Tournament Sports Park and the Phase One component of the Citywide Park within the time(s) set forth in the Specific Plan. Developer shall commence and complete construction of the Phase One parks and greenways within the times required by the subdivision improvement agreement between City and Developer; provided, however, in all events not less than 35 acres of the Phase One parks and greenways shall be completed and offered for dedication to City prior to issuance of building permits for 50% of the market rate dwelling units in Phase One. The remaining parks and greenways in Phase One shall be completed prior to issuance of building permits for 90% of the market rate dwelling units in Phase One. In addition, as a part of Phase One, Developer shall in coordination with the East Bay Regional Park District (“EBRPD”): 1) construct interim trail improvements which shall be a decomposed granite surface treatment and more fully detailed in the Specific Plan to connect the Delta-DeAnza Trail to the Contra Costa Canal Trail; and 2) develop and construct vehicular access improvements off of Willow Pass Road to EBRPD property which improvements will be more particularly described in the Specific Plan.

B. As part of Phase Two, Developer shall fund a portion of the costs of the Phase Two component of the Tournament Sports Park and the Phase Two component of the Citywide Park within the time(s) set forth in the Specific Plan. Developer shall also construct an d upon completion thereof offer to dedicate to the City the approximately 82.56 acres of parks and greenways within Phase Two
(the “Phase Two Parks and Greenways”). Developer shall
commence and complete construction of the Phase Two Parks and Greenways wit hin the times required by the subdivision improvement Commented [CCN10]: Given that the City controls the
timing of community outreach/design of these
improvements, we would request the ability to provide
security for these improvements with the intent to construct when the public process (e.g. outreach, park/trail design specs, financing plan) is completed. This comment also
applies to paragraph B.

Commented [CCN11]: Global Comment: We would
request that these improvements be subject to applicable Subdivision Map Act provisions regarding conditions
requiring acquisition of right of way.

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agreement between City and Developer; provided, however, in all events not less than 41.2 acres of Phase Two Parks and Greenways shall be completed and offered for dedication to the City prior to issuance of building permits for 50% percent of the market rate dwelling units in Phase Two. The remaining Phase Two Parks and Greenways shall be completed and offered for dedication to the City prior to issuance of building permits for 90% of the market rate dwelling units in Phase Two.

C. As part of Phase Three, Developer shall fund a portion of the costs of the Phase Three component of the Tournament Sports Park and the Phase Three component of the Citywide Park within the time(s) set forth in the Specific Plan. Developer shall also construct and upon completion thereof offer to dedicate to the City the approximately 89.95 acres of parks and greenways within Phase Three
(the “Phase Three Parks and Greenways”).

Developer shall commence and complete construction of the Phase Three Parks and Greenways within the times required by the subdivision improvement agreement between City and Developer; provided, however, in all events not less than 45 acres of Phase Three Parks and Greenways shall be completed and offered for dedication to the City prior to issuance of building permits for 50% percent of the market rate dwelling units in Phase Three. The remaining Phase Three Parks and Greenways shall be completed and offered for dedication to the City prior to issuance of building permits for 90% of the market rate dwelling units in Phase Three.

D. As part of Phase Four, Developer shall fund a portion of the costs of the Phase Four component of the Tournament Sports Park and the Phase Four component of the Citywide Park within the time(s) set forth in the Specific Plan. Developer shall also construct and upon completion thereof offer to dedicate to the City 1) a 41 acre portion of the Green Frame Park; and 2) an additional approximately 37.39 acres of parks and greenways within Phase Four (collectively the
“Phase Four Parks and Greenways”).

Developer shall commence and complete construction of the Phase Four Parks and Greenways within the times required by the subdivision improvement agreement between City and Developer; provided, however, in all events the 41 acre portion of the Green Frame Park and not less than

18.70 acres of the other parks and greenways within Phase Four shall be completed and offered for dedication to the City prior to issuance of building permits for 50% of the market rate dwelling units in Phase Four, and the remaining approximately 18.69 acres of other parks and greenways within Phase Four shall be completed and offered for dedication to the City prior to issuance of building permits for 90% of the market rate dwelling units in Phase Four.

E. As part of Phase Five, Developer shall fund a portion of the costs of the Phase Five component of the Citywide Park within the time set forth in the Specific Plan. Developer shall also construct and upon completion thereof offer to dedicate to the City: 1) the balance of the Green Frame Park (approximately 41 acres); and 2) an additional approximately 97 acres of

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parks and greenways within Phase Five (collectively the “Phase Five Parks and Greenways”). Developer shall commence and complete construction of the Phase Five Parks and Greenways within the times required by the subdivision improvement agreement between City and Developer; provided, however, in all events the Phase Five Parks and Greenways shall be completed and offered for dedication to the City prior to issuance of building permits for 75% of the market rate dwelling units in Phase Five. ii. Community Center/Library. The Community Center/Library will be located in the Campus District. Developer will pay City a total of $65 million 1 towards construction of the Community Center/Library as follows: A) an initial contribution of $25 million 1 shall be made within Phase Two; and B) the remaining contribution of $40 million 1 shall be made in Phase Three; the timing of delivery of the monetary contributions for the Community Center/Library within each phase and the anticipated project delivery methodology (e.g. design/build, design/bid/build, Developer build etc.) will be addressed in the Specific Plan and/or the DA. The improvements and programming of the Community Center/Library shall be defined in the Specific Plan. Developer, at its expense, shall prepare Development Ready Condition building pad(s) on land retained by the City for the Community Center/Library in Phases Two and/or Three as set forth in the Specific Plan. iii. Tournament Sports Park. Developer, at its expense, shall provide utilities stubbed to locations approved by the City to land retained by the City (approximately 69.6 acres total) for the Tournament Sports Park in Phases One, Two, Three, and Four all within the times set forth in the Specific Plan.

The improvements and programming, including specifics of each phased component of the Tournament Sports Park, shall be set forth in the Specific Plan.
iv. Citywide Park. Developer, at its expense, shall provide utilities stubbed to locations approved by the City to land retained by the City (approximately 105 acres total) for the Citywide Park in Phases Two, Three, Four, and Five within the times set forth in the Specific Plan. The improvements and programming, including specifics of each phased component of the Citywide Park, shall be set forth in the Specific Plan. v. Developer Financial Contributions for Tournament Sports Park/Citywide Park. In addition to the provision of utilities to the land retained by the City for the Tournament Sports Park and Citywide Park as set forth in subsections iii. and iv. above, Developer will also pay City a total of $100 million1 towards construction of the Tournament Sports Park and/or Citywide Park as follows: A) the initial contribution of $5 million 1 shall be made within Phase One; B) an additional contribution of $35 million 1 shall be made in Phase Two; C) an additional contribution of $40 million 1 shall be made in Phase Three; and D) the remaining contribution of $20 million 1 will be made in Phase Four; the timing of delivery of the monetary contributions for the Tournament Sports Park/Citywide Park within each Commented [CCN12]: Global Comment: We would
request the option to provide security for all community benefit payments, to leverage outside funding sources, and to construct when City is ready.

Commented [CCN13]: We would request to have the
option to construct for the City.

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Concord City CouncilAugust 26, 2023

Concord City Council
August 26, 2023