REQUEST FOR PROPOSALS
REDEVELOPMENT OF CHRISTIE AVENUE SITES
Date Issued: June 22, 2022
Date Due: 5:00 PM August 5, 2022
Mandatory Pre-Proposal Meeting: 10:00 AM July 13, 2022
Deadline for Questions: 5:00 PM July 22, 2022
City contact for all communications:
Chadrick Smalley, Economic Development & Housing Manager City of Emeryville
[email protected]
Exhibit A
TABLE OF CONTENTS
1. EXECUTIVE SUMMARY ........................................................................................................ 1 Opportunity ....................................................................................................................... 1 Property............................................................................................................................. 1 Development Goals........................................................................................................... 1 Development Team........................................................................................................... 2 Pre-Proposal Meeting........................................................................................................ 2 Submission Deadline ......................................................................................................... 2 Questions........................................................................................................................... 2
2. ABOUT EMERYVILLE: NEIGHBORHOOD AND COMMUNITY ASSETS.................................. 3
3. SITE AND PARCEL INFORMATION ....................................................................................... 3 Property Description ......................................................................................................... 3 General Plan Designation and Zoning ............................................................................... 3 Adjacent Uses.................................................................................................................... 4 Existing Buildings and Improvements............................................................................... 4 Transportation Access....................................................................................................... 5 Utility Service..................................................................................................................... 5 Environmental Considerations ......................................................................................... 5 Financial Considerations ................................................................................................... 6
4. DEVELOPMENT GOALS AND REQUIREMENTS .................................................................... 7 Affordable Housing Legal Requirements........................................................................... 7 Development Objectives................................................................................................... 7 Available City Financial Assistance.................................................................................... 7
5. DEVELOPER AND CITY ROLES AND RESPONSIBILITIES ........................................................ 8
6. MINIMUM QUALIFICATIONS FOR DEVELOPERS AND TEAM MEMBERS............................. 9 Development Entitites....................................................................................................... 9 Architect and Structural Engineer..................................................................................... 9
7. SUBMISSION REQUIREMENTS........................................................................................... 10 Cover Letter..................................................................................................................... 10 Required Team Members................................................................................................ 10 Experience and Qualifications......................................................................................... 10 Proposed Development Concept .................................................................................... 11 Proposed Financing Plan ................................................................................................. 12 Proposed Business Offer ................................................................................................. 13 Certifications ................................................................................................................... 14 Schedule of Performance ............................................................................................... 14 Local Hiring and Other Community Benefits .................................................................. 15
8. SELECTION PROCESS ......................................................................................................... 15 Completeness of Application .......................................................................................... 15 Selection of Developers................................................................................................... 15 Exclusive Right to Negotiate............................................................................................ 15 Term Sheet ...................................................................................................................... 15 Lease Disposition and Development Agreement............................................................ 16
9. SELECTION CRITERIA ......................................................................................................... 16 Developer Track Record and Experience ........................................................................ 16 Architect and Engineer Experience ................................................................................. 16 Project Concept............................................................................................................... 16 Financial Capacity of Developer(s) Providing Financing Guarantees.............................. 17 Financial Feasibility of Proposed Financing Plan............................................................. 17 Proposed Business Terms................................................................................................ 17
10. PROPOSAL SUBMISSION PROCESS................................................................................... 18
11. NO REPRESENTATIONS OR WARRANTIES ........................................................................ 18
12. CITY RIGHT TO REJECT ANY AND ALL PROPOSALS........................................................... 19
ATTACHMENTS
Attachment 1: Property Parcel Maps............................................................................. 20 Attachment 2: General Plan Areas of Change and Stability Attachment 3: Affordable Housing Table: Sales Prices and Rents Attachment 4: Excel Financial Template (INSERT LINK HERE) Attachment 5: Certifications........................................................................................TBD Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
1 1. EXECUTIVE SUMMARY
Opportunity
The City of Emeryville (City) is seeking a qualified development team composed of one or more development entities (together, Developer), an architect and structural engineer, to partner on the redevelopment of the Christie Sites with a new master-planned development containing a mix of affordable and market-rate housing and ancillary retail/commercial uses. The Christie Sites represent one of the last remaining large redevelopment opportunities for the City. The ideal redevelopment will maximize the number of housing units and the number of affordable housing units on site, incorporate thoughtful design, serve a broad spectrum of income levels, provide community benefits, and remain consistent with the City’s vision for the neighborhood.
Property
The City owns three adjacent parcels at 5890, 5900 and 6150 Christie Avenue, which total 2.01 acres. Together, these properties comprise the “Christie Sites” (Property) that are the subject of this RFP. See Attachment 1 for the parcel maps for the Property. The site is bounded to the north by Christie Park, to the west by Christie Avenue, to the east by the Marketplace Redevelopment project, and to the south by a parking structure that serves an office building at 5850 Shellmound Way.
The City intends to ground lease any portion of the site to be used for rental housing or commercial uses, and to sell any portion of the site to be used for ownership housing.
Development Goals
The City has established the following primary development goals for the Christie Sites:
1. Maximize the number of housing units developed on the site.
2. Maximize the number of affordable housing units on the site serving a range of target income levels from extremely low income to market rate.
3. Develop family friendly housing providing three- and/or four-bedroom units and amenities accommodating people of all ages on the site.
4. Develop an energy efficient and carbon neutral (preferably Net Zero Energy) development.
5. Expand Christie Park.
6. Provide connections to the Marketplace Redevelopment Project, and integration with existing and planned pedestrian routes and bikeways.
7. Develop a sustainable commercial or non-profit transportation use (e.g. electric bike rental) as an ancillary retail use.
Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
2 The City’s policy goals include increasing the stock of affordable housing, increasing open space and economic development that provides community benefits and fiscal stability.
Development Team
Qualified development teams must have substantial renter and/or owner affordable housing and/or market-rate housing experience relevant to each proposed use. Teams must include a developer, as well as an architect and structural engineer experienced with high-rise residential development. Threshold requirements for developers of affordable housing include maximum California Tax Credit Allocation Committee (CTCAC) general partner and property management experience points for 9% tax credits.
The developer selected through this RFP (Developer) may enter into an Exclusive Right to Negotiation (ERN) with the City. The ERN will generally define roles, responsibilities, contingencies and commitments of the Developer and the City. Upon successful negotiation, the City and Developer may into a Lease Disposition and Development Agreement (LDDA) outlining in detail the terms and conditions of the redevelopment of the Property.
Pre-Proposal Meeting
A mandatory pre-proposal meeting will be held on Wednesday, July 13, 2022 at 10:00 AM via Zoom at the following link:
https://emeryville-org.zoom.us/j/9849109152?pwd=L3FoVkpsQ0NiOTVnRkYvVTdtTU9rQT09 Meeting ID: 984 910 9152
Passcode: 387236
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Submission Deadline
Those interested in submitting a proposal in response to this RFP should address each of the Submission Requirements outlined in Section 7 of this RFP. Submissions should be delivered electronically to [email protected] no later than the date and time listed on the cover sheet.
Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
3 Questions
Questions regarding this RFP must be submitted via email to [email protected] by 5:00 PM on July 22, 2022. Answers to questions will be posted to the website and sent to pre-proposal meeting attendees. Proposers are prohibited from contacting City staff except as proscribed above.
If the City finds it necessary to issue an addendum, the addendum will be emailed to preproposal meeting attendees and posted to the City’s website.
Interested parties may download copies of the RFP and all attachments by visiting the City’s website at https://www.ci.emeryville.ca.us/1299/RFQP.
2. ABOUT EMERYVILLE: NEIGHBORHOOD AND COMMUNITY ASSETS
The City of Emeryville is a small, urban community of approximately 12,000 residents and 1,000 businesses employing 21,000 people daily within 1.2 square miles. Emeryville is located at the eastern foot of the San Francisco-Oakland Bay Bridge, on the east San Francisco Bay shoreline.
Emeryville is the center of art and innovation, where biotechnology, technology, and advanced manufacturing firms thrive and produce world-changing work shoulder-to-shoulder with residents, employees and businesses that produce visual and performing art works known worldwide. This work is happening in a community with extraordinary shopping and recreational facilities and as a result Emeryville is a uniquely complete community.
The City was historically a place of heavy industry but has transformed itself into a dense and dynamic mixed-use community through public-private partnerships. Emeryville is home to four regional shopping centers, five hotels and a marina. Emeryville is the headquarters of several large corporations including Clif Bar, Peet’s Coffee, and Pixar Animation Studios, as well as biotechnology firms large and small including Novartis, Amyris, Lucira, Zymergen and many more.
The City operates six parks and four indoor recreational facilities, one of which is co-located with the Emery Unified School District (EUSD) K-12 public school at the Emeryville Center of Community Life (ECCL), itself a groundbreaking partnership between the City and EUSD. The City operates the Early Childhood Development Center (i.e. preschool) and a Senior Center, providing activities and enrichment that benefit community members of all ages.
The City is served by California’s fourth busiest Amtrak station, providing interregional rail connections to Sacramento, San Jose and beyond, and connected to Bay Area Rapid Transit (“BART”) regional rail via the Emery Go-Round local bus service, which is provided free of charge to riders. Alameda-Contra Costa Transit (AC Transit) provides additional local bus service.
Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
4 3. SITE AND PARCEL INFORMATION
Property Description
Address: 5890, 5900 and 6150 Christie Avenue
APNs: 049-1493-003, 004 & 005
Site Size: 2.01 acres
General Plan Designation and Zoning
The City’s General Plan classifies the Christie Sites as “Mixed Use with Residential”, which is described as: “One or more of a variety of residential and non-residential uses including but not limited to offices, retail and hotel.” The area falls within one of the specific areas of change identified in the General Plan Areas of Change and Stability diagram (See Attachment 2). Land Use Policy LU-P-24 states (emphasis added): “The Marketplace and adjacent parcels shall be encouraged to redevelop with a mix of uses, and iconic mid to high-rise development.” The Christie Sites are zoned “MUR – Mixed Use with Residential”. The MUR Zone requires a mix of uses, one of which must be residential, on sites of one acre or more. Other uses must come from the retail, office, hotel, recreational, and/or industrial and agricultural mixed-use groups as listed in the Planning Regulations. Other uses are also allowed. The exact mix of uses is not specified but is to be determined by the Planning Commission as part of the entitlement process.
The properties also are within two overlay zones: The Pedestrian Priority Overlay and the Transit Hub Overlay. The Pedestrian Priority Overlay invokes the provisions of the Emeryville Design Guidelines for Pedestrian Priority Zones, while the Transit Hub Overlay reduces parking maximums by 50% (note, the City of Emeryville does not have minimum parking requirements).
For the Christie Sites, the maximum allowed residential density is 85 units per acre “base” (i.e. by right) and up to 170 units per acre with a development bonus. The maximum allowed floor area ratio (FAR) is 3.0 base and up to 6.0 with a development bonus. The height limit is 75 feet base and over 100 feet, with no specific maximum limit with a development bonus. High rises over 100 feet are required to have exemplary design, cause minimal impacts, and provide community amenities.
The Christie Sites may be developed above the base limits outlined above either in accordance with either the State Density Bonus Law, or the City’s development bonus program as outlined in Emeryville Municipal Code Section 9-4.204. Under the City’s development bonus program, bonus points are earned for providing affordable housing units and community benefits. The maximum development bonus will require earning 100 points; fewer points would result in a lesser development bonus.
Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
5 Adjacent Uses
The Christie Sites are adjacent to the Marketplace project, which is an approved Planned Unit Development (PUD) consisting of residential and commercial uses, structured parking, relocation of Shellmound Street, and the expansion of Christie Park. The fully built out Marketplace project will provide much of the context for the development of the properties. In addition to the Marketplace project, there are several existing and ongoing commercial and residential uses in the vicinity of the Christie Sites. Immediately across Christie Avenue and running north are three residential projects: Christie Avenue Commons (a live-work project), Pacific Park Plaza, and Avenue 64. Across Christie Avenue and running south is a small commercial property currently housing a FedEx retail location.
Existing Buildings and Improvements
5890 and 5900 Christie Avenue are currently improved with two commercial buildings, a small storage shed, and a surface parking lot. The buildings were previously occupied by general office and retail uses and are currently occupied by the City’s Public Works Department as an interim corporation yard.
A 50-foot wide easement (signed as “59th Street”, but not a public right-of-way) runs through the property and provides vehicular and pedestrian access to the Public Market property from Christie Avenue as well as sewer lines and other public utilities. This easement would likely need to be preserved as part of redevelopment of the properties, although development of the air rights above it may be possible, and it might be possible to relocate it. 6150 Christie Avenue is currently fenced and vacant. The majority of the site is approximately four to six feet below the surrounding grades. A multifamily residential project had been previously approved for the site, but the developer abandoned the project soon after the commencement of construction and the entitlements expired. As a result, there is a foundation structure on approximately two-thirds of the property, extending from the eastern edge, comprised of a grid of driven pre-stressed concrete piles and connecting grade beams.
Transportation Access
The site is served by AC Transit Routes 29, 36, and 57, which provide service south to the West Oakland BART Station via 40th and Adeline Streets, north to Downtown Berkeley and University of California Berkeley via 7th Street and Dwight Way, and east to East Oakland and San Leandro via MacArthur Boulevard. AC Transit Routes F and J provide Transbay service to San Francisco via the Bay Bridge. Additionally, free local bus service to the site is provided by Emery Go-Round’s Shellmound/Powell route, which connects to the MacArthur BART Station via 40th Street. The site is approximately a quarter mile from the Emeryville Amtrak Station, which provides service on the Capitol Corridor route to San Jose and Sacramento, on the San Joaquin route to the Central Valley, as well as on the California Zephyr Route to Chicago.
Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
6 Utility Service
Electric service to the site is provided by PG&E. The City is part of East Bay Community Energy (EBCE) through community choice aggregation which allows for the selection of “greener” electricity. Water and sewer service are provided by East Bay Municipal Utility District.
Environmental Considerations
Emeryville’s industrial heritage has contaminated many sites’ soils and groundwater, and the Christie Sites are expected to require some degree of remediation. The City conducted environmental due diligence in accordance with All Appropriate Inquiries (AAI) criteria and the ASTM E 1527-05 (Standard Practice for Environmental Site Assessments) prior to acquiring the Christie Sites. The Environmental Site Assessment (ESA) indicated the presence of Recognized Environmental Conditions (REC), circumstances that warranted physical testing to ascertain whether and to what degree the Site had been contaminated by historic uses. The Christie Sites’ history of uses such as paint, roofing products and floor covering production indicated a potential for site contamination.
The City conducted preliminary Phase II testing to obtain a measure of the severity and extent of contamination. Given the size of the Christie Sites, the preliminary testing was not a comprehensive characterization of the site but yielded a basic understanding. The results of testing indicated the Christie Sites had been constructed on landfill, and in places the material used to fill the area once occupied by San Francisco Bay contain waste materials. Slag, metalsbearing soil, and long-chain hydrocarbons have been detected in fill soil. Factory processes constructed on the filled area contributed further contamination, though most was petroleum spilled in association with storage/dispensing of fuel products.
A thorough understanding of the precise nature and extent of contamination is essential for the purposes of evaluating remediation alternatives and calculating the cost of cleanup, which impacts the financial feasibility of development alternatives. The City has retained an environmental consultant to prepare a Phase II environmental assessment and remediation cost estimates. The results of this study will become available to prospective bidders or the selected development team upon completion.
Financial Considerations
The Christie Sites were acquired using Low and Moderate-Income Housing Funds (LMIHF) by the former Emeryville Redevelopment Agency. On April 10, 2012 these properties, along with all the other housing assets of the former Redevelopment Agency, were approved by the Emeryville Oversight Board for transfer to the City of Emeryville in its capacity as Housing Successor.
Additionally, on August 1, 2012, pursuant to Health and Safety Code Section 34176 (a), the City submitted a housing assets transfer form to the California Department of Finance (“DOF”), which Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
7 included the Christie Sites as housing assets transferred to the City. On August 31, 2012 the DOF indicated it was “not objecting” to the items on the form.
Due to the Christie Sites’ status as a former redevelopment “housing asset”, California Health and Safety Code (“HSC”) Section 33334.16 applies. This law requires activities to develop the properties for affordable housing to be initiated within five years from the date of transfer to the Housing Successor, otherwise the properties must be sold and the proceeds deposited in the City’s Low-Moderate Income Housing Fund. This five- year time limit may be extended one time only by five years if the legislative body, by resolution, affirms its intent that the properties be used for the development of affordable housing.
For the Christie Sites, the time periods described in HSC Section 33334.16 commenced on the date that the California Department of Finance approved the property as a housing asset, or August 31, 2012. On July 25, 2017 the Emeryville City Council adopted Resolution No. 17-130, which extended the time period to initiate development by five years, to September 1, 2022. It is the City’s goal to demonstrate substantial progress toward selecting a development team by the September 1, 2022 deadline.
4. DEVELOPMENT GOALS AND REQUIREMENTS
Affordable Housing Requirements
The City intends to declare the Christie Sites exempt from Surplus Lands Act (SLA) requirements per Section 103(b)(3)(f) of the California Department of Housing and Community Development’s SLA Guidelines for sites to be developed with not less than 300 housing units of which at least 25% are affordable. This should be considered a minimum project size and affordability requirement, and the City will favorably consider proposals that maximize the number of affordable units and the depth of income targeting.
Development Objectives
The City’s development objectives for the Christie Sites include the following:
• Maximize the number of housing units development on the site. • Maximize the number of affordable housing units developed on the site, with consideration given to:
o Providing affordable housing for a range of income levels, including extremely low and very low income households;
o Providing family friendly (three- and/or four-bedroom) units and appropriate amenities for people of all ages.
• Create a viable mix of affordable and market rate housing. • Provide bicycle and pedestrian pathways on site connecting to existing bicycle and pedestrian routes.
Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
8 • Develop a sustainable commercial or non-profit transportation use (e.g. electric bike rental) as an ancillary retail use.
• Expand Christie Park, with an emphasis on active recreation. At a minimum, the park expansion area should be adequately sized to accommodate a full-size basketball court. • Create an energy efficient and carbon neutral (preferably Net Zero Energy) development incorporating energy efficiency and renewable energy features, which may include the use of mass timber materials, photovoltaic systems, and other sustainable construction methods.
Available City Financial Assistance
In 2018, the voters of Emeryville approved Measure C, which authorizes the City to issue up to $50 million in affordable housing bonds to support existing and future affordable housing projects. On March 2, 2021, the Emeryville City Council approved the Affordable Housing Bond Administration and Expenditure Plan (“the Expenditure Plan”), which guides the deployment of the City’s affordable housing resources. The Expenditure Plan allocates $23.66 million in funds to the Christie Sites.
5. DEVELOPER AND CITY ROLES AND RESPONSIBILITIES
The following table reflects the primary delineation of roles and responsibilities between the City and the selected Developer. This table is intended to convey the City’s expectations related to primary project roles. As necessary, details are expected to be negotiated and documented in project agreements. Provide any objection to these broad delineations of roles in your proposal.
The Developer will be responsible for financing and implementing all required predevelopment activities including design and securing all necessary financing sources.
The City expects that parcel subdivision of the site will be required if both rental and ownership housing are provided on the site. The City will:
1. ground lease any portion of the site used for rental housing or commercial development, and
2. sell any portion of the site used for ownership housing.
Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
9 DEVELOPMENT City Development Partner
Environmental
Assessment and
Remediation
Provide all available studies
commissioned by the City or in the
City’s possession for the site.
Responsible for all environmental assessment,
remediation, and remediation financing
necessary to secure construction and permanent
financing and develop the property.
Design and
Predevelopment
Provide all available building
records and access to the site for
testing and examinations as
necessary to support the design
and cost-estimating process.
Approve overall design for
submittal to decision-makers for
Planning entitlements and building
permits.
Responsible for contracting architectural and
engineering team, and management of entire
design process, including submittal of
applications for Planning entitlements and
building permits. Responsible for all working
capital necessary to fund design tasks needed to
obtain permits and begin construction.
Construction Review and approve general
contractor qualifications and
selection and construction
contract.
Construction monitoring review.
Responsible for selection and management of
general contractor (subject to City approval)
from pre-construction through final close-out
and any warranty or repair needs.
Financing Provide available bond proceeds
to support the development of
affordable housing on the site to
the extent the City deems
necessary for financial feasibility.
Responsible for securing capital financing
including any private, state, or federal
development subsidy, construction and
permanent lender, and tax credit equity investor,
as applicable. Responsible for providing all
guarantees necessary to secure financing.
Sales (Owner
Housing)
Approve affordable sales prices
and income qualification of
homebuyers
Responsible for all marketing and sales of
ownership units.
OPERATIONS
(Rental Housing) City Development Partner
Property
Management
Review and approve proposed
property manager. Retain right to
remove property manager for
cause.
Responsible for selecting (subject to City
approval) and overseeing property manager and
all aspects of property management.
Asset Management Asset management of City’s
financial stake in the project,
including ground lease, seller
financing and public benefits
relating to ongoing affordability.
Approve initial affordable housing
tenants’ income qualifications at
lease-up
Responsible for asset management roles
customary for an owner or general partner
including reporting and compliance, annual
audits, annual budget review and forecasting,
capital improvement planning.
Land Ownership Provide ground lease for rental
housing and commercial uses.
Serve as managing general partner of limited
partnership owning the improvements.
Park Expansion Accept, operate and maintain
expanded Christie Park.
Design and construct Christie Park expansion to
City specifications.
Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
10 6. MINIMUM QUALIFICATIONS FOR DEVELOPERS AND TEAM MEMBERS Proposers and team members must meet the following minimum qualifications, depending upon the uses proposed:
Development Entities:
Market-Rate Rental Housing: Demonstrated experience and track record of successfully completing and operating long-term similar market-rate rental housing developments.
Affordable Rental Housing: Developer must demonstrate that they meet the criteria to earn maximum General Partner experience points in current California Tax Credit Allocation Committee (CTCAC) Regulations for 9% Low Income Housing Tax Credits.
Market-Rate For-Sale Housing: Demonstrated long-term experience and track record of successfully completing and selling similar market-rate for-sale housing developments.
Affordable For-Sale Housing: Demonstrated long-term experience and track record of successfully completing and selling similar affordable ownership housing developments.
Architect and Structural Engineer: Demonstrated experience with mid-rise and high-rise affordable housing and/or market-rate housing of similar type and scale to the proposed project.
7. SUBMISSION REQUIREMENTS
Cover Letter
Provide a cover letter identifying proposed development team members, describing interest in the site and summarizing the major points contained in the development proposal. Summarize the development concept, including the amount of proposed rental and/or ownership affordable and market-rate housing, commercial and community uses.
Required Team Members
Development team members should include one or more development entities, an architect and a structural engineer. If the development team includes more than one development entity, a Master Developer should be designated with overall responsibility for project management and the role of each development entity should be specified (i.e. renter or owner housing, marketrate or affordable housing, commercial). The selection of an environmental engineer, general contractor, and rental housing property managers will be deferred to a later date, and will be subject to approval by the City.
Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
11 Experience and Qualifications
Describe each team member’s experience, qualifications and track record related to their role on projects similar in scope and type to proposed project, including projects with a public/private development relationship and the development, financing, construction, and operation of affordable housing. Submissions must include:
a. For each member of the development team (including developer entities, architect and structural engineer), a minimum of three examples of similar projects completed within the past five years. Include the following information for each project: name, address, number of units, total project cost, type of financing and financing source, description of the project and name of development partner(s), if applicable. For the developer, identify any cost or time overruns in the completion of any projects and explain the reason. b. For each developer entity, the following references for at least three similar projects, including institution, contact name and title, e-mail address, phone number, and address:
i. Public agency;
ii. Construction lender;
iii. Tax credit investor.
c. For architect and engineering firms, the following references for at least three similar high-rise projects built and operating including institution, contact name and title, e-mail address, phone number, and address:
• Public agency;
• Developer;
• Project owner.
d. For developer entities that will provide financial guarantees to lenders and investors, the three most recent year-end audited and year-to-date unaudited corporate financial statements. To preserve confidentiality, applicants will be provided a link to a Dropbox folder to submit their financial statements, which will be reviewed by the City’s development consultant, David Paul Rosen & Associates (DRA). e. For rental housing developers, three most recent year-end financial audits or (if audits are not required) non-audited financial statements for three comparable rental housing projects.
f. For development entities, letters of interest from construction and permanent lenders and Low Income Housing Tax Credit (LIHTC) investors. Letters from LIHTC investors should express their willingness to invest in the project and to accept the candidate’s tax credit recapture, net worth, and operating deficit guarantees for any proposed tax credit rental development. Letters from construction and permanent lenders should indicate their willingness to provide construction and/or permanent financing and to accept the Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
12 candidate’s construction completion and net worth guarantees for affordable and/or market rate rental and ownership housing construction, as applicable.
Proposed Development Concept
Describe and illustrate the proposed development concept, including all of the following:
a. Project concept, including:
• Development program:
i. number, bedroom count and square footage of affordable and market rate units;
ii. affordability level (% of Area Median Income (AMI)) of affordable units; iii. identification of any units set aside for special needs populations (e.g. homeless families, developmentally disabled individuals, senior assisted living)
iv. square footage of other uses (e.g. ground floor commercial or community uses);
v. square footage of community spaces and common area;
vi. parking spaces;
vii. open space and amenities, including expansion of Christie Park. • Site and phasing plan which illustrates the location, site area and configuration of the various buildings, amenities, parking and circulation. • Elevations illustrating the number of stories, size and massing of buildings allowing the City to visualize the project. Detailed architectural designs are not requested. • Descriptions of any additional, creative project features not otherwise identified in the RFP.
• Preliminary concept renderings
b. The proposed Energy Efficiency and Renewal Energy (EERE) plan. The City expects the Developer to maximize the energy efficiency and carbon neutrality of the development, with a goal of creating a Net Zero Energy building. Include a description of proposed renewable energy and energy efficiency measures and sources of funds, such as California Energy Commission rebates, investment tax credits, utility rebates, etc. c. The proposed community and stakeholder engagement process that will be conducted during the design process. Describe staffing for resident engagement as well as tools and techniques to be used to solicit input from under-represented members of the community (i.e. seniors, disabled individuals, racial and ethnic minorities, homeless, extremely low-income household, etc.) and internal to the team. Describe prior experience successfully managing a public participation process. d. Proposed resident services plan for residents of affordable rental housing. Describe types of services to be provided on site and proposed service providers. Provide detail on the Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
13 resident services budget included in the pro forma and how these services or programs will be funded over the term of the ground lease.
e. Proposed ownership and financing structure for each component of the proposed project (owner and rental residential, affordable and market-rate residential, commercial).
Provide an organization chart showing the proposed ownership structure identifying all partners and affiliated entities.
Proposed Financing Plan
a. Narrative development and financing plan describing each proposed development component representing a separate phase and/or financial structure including:
• Market-rate and/or affordable housing units (renter and owner), amenities, common areas, parking;
• Each developer entity’s role in each phase, including identifying the entity that will provide financial guarantees;
• Private financing sources for each phase, including pricing and terms for construction and permanent loans and tax credit equity; • For each affordable housing phase, rental and owner, describe the target income levels(reference Attachment 3, current affordable housing sales prices and rents), household size/bedroom count, proposed leveraged financing sources and the competitiveness of the proposed development for each source. Explain the amount and terms of any City Seller Take-Back Financing (e.g. for the value of land attributed to affordable housing units) that is shown in the Pro Forma Financing Plan;
• For affordable homeownership housing, describe the structure that will be used to ensure long-term affordability (minimum 45 years required by the City).
Alternative structures may include:
i. Use of an existing community land trust (CLT) to own the land and manage transfers of ownership interests in the improvements (the house) from one income-eligible borrower to another. If a community land trust is to be used, describe and provide information on the governance, length of experience and track record of the CLT.
ii. Use of resale restrictions with a second mortgage in an amount equal to the difference between the market value and affordable price of the home. • Estimated construction timing for each development phase. b. Proposed Pro Forma Financing Plan, showing all private and leveraged financing sources for each phase of development. Proposers must fully complete and submit the financial pro forma templates included in Attachment 4 of this RFP. Proposers may submit additional financial pro forma schedules for clarification or back-up as long as they are consistent with the template inputs.
Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
14 Proposed Business Offer
Present the Developer’s Business Offer of specified deal points for each component of the development including all of the following as applicable:
Affordable rental housing:
• maximum cash developer fee for each component/phase with a separate financing structure
• general partner asset management fee
• proposed distribution of residual receipts (debt repayment and ground lease payments)
• proposed non-profit entity to serve as Managing General Partner to qualify affordable rental housing for California General Welfare property tax exemption. • proposed non-profit entity that will be provided a Right of First Refusal and/or Option relating to the exit of the investor limited partner.
Market-rate rental housing:
• process and formula for determining the ground lease payment that will be paid for any portion of the site to be used for market-rate rental housing. Such ground lease payment may be used to cross-subsidize affordable housing on the site.
Affordable owner housing:
• rate of return formula and appraisal requirement for determining cash price to City for land and amount of any second mortgages for land value in favor of the City and/or a nonprofit entity.
Market-rate owner housing:
• rate of return formula and appraisal requirement for determining cash price to City for land.
Non-residential uses:
• process and formula for determining the ground lease payment that will be paid for any portion of the site to be used for commercial or non-residential uses.
Non-refundable deposit:
• Candidate’s willingness to provide a $100,000 non-refundable cash deposit at execution of the ERN. The City may apply this deposit toward City predevelopment or transaction costs.
Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
15 Certifications
Submit signed certifications from each developer entity’s authorized signatory stipulating the following: (use Attachment 5, indicate N/A where not applicable):
a. A statement that the candidate is eligible for management general partner experience points, and the proposed property manager is eligible for maximum property manager experience points, under current TCAC Regulations.
b. A statement regarding prior bankruptcy, all outstanding judgments, pending or final, and ongoing or threatened lawsuits against the candidate, including principals and/or individuals, or any related entity.
c. A statement assuring the availability of all principal staff named in the application, including the name of the Project Manager(s) for the candidate. d. A statement that the candidate is willing and able to provide all required financial guarantees and net worth obligations of lenders, the limited partner investor and the City. e. A statement that the candidate is prepared to abide by all applicable City policies with respect to the Planning Regulations, design guidelines, and City objectives for local contracting.
f. Non-collusion affidavit stating no financial contributions to City officials, elected or otherwise, in the last five years.
Schedule of Performance
Provide a preliminary schedule for predevelopment, entitlement, schematic design, design development, financing and construction for each phase of development.
Local Hiring and Other Community Benefits
Describe your success in implementing local hiring programs for construction and permanent employment in your past projects and your proposed local hiring efforts for the Christie Sites development. Describe any other community benefits from the project.
8. SELECTION PROCESS
It is the City’s desire to select a preferred development team and award an Exclusive Rights to Negotiate (ERN). Within the term of the ERN, the City intends to first negotiate a term sheet with the selected developer, followed by a Lease Disposition and Development Agreement.
Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
16 Completeness of Applications
Applicants must submit all required elements. All certifications must be signed by an authorized individual of each development partner submitting. Failure to submit any of the required information is grounds for rejection of any RFP response. The City reserves the right to reject incomplete applications.
Selection of Developers
The Staff Review Committee, comprised of City staff and advisors, will carefully review all responses submitted for completeness and compliance with the requirements contained in the RFP and ranking of qualified applicants against the selected scoring criteria.
Following staff review, the Staff Review Committee will evaluate proposals and may request additional information from development teams. Depending on the number and quality of proposals received, the City intends to select the top three to four candidates based on their qualifications for further review and scoring of the proposal. The Staff Review Committee may request further refinement of proposals from shortlisted development teams.
Staff may elect to conduct interviews with the top ranked teams.
Upon completion of the review process, the Staff Review Committee may make recommendations to the City Council.
Exclusive Right to Negotiate
The City Council may be asked to authorize selection of a preferred development partner and instruct City staff to award an Exclusive Rights to Negotiate (ERN). The term of the ERN will be 90 days with two extensions for a total of 180 days.
Term Sheet
The City and the selected firm will negotiate terms and conditions of the development transaction in the form of a Term Sheet. These terms shall include such business points as performance milestones, expectations for City’s regulatory and proprietary reviews/approvals, financial obligations, schedules, ground lease and purchase terms, limits on developer and property manager compensation, including developer fee, asset management fee, property management fee and residual receipts definition and sharing with the City, and formulas/methodologies for determining the purchase price or ground lease payment for any portion of the site to be used for market-rate housing.
Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
17 Lease Disposition and Development Agreement (LDDA)
Once the Term Sheet is approved by the City Council, the Developer and City staff will negotiate a Lease Disposition and Development Agreement (LDDA) containing all terms and conditions of the land lease transaction and development of the site. The LDDA is subject to approval of the City Council and the City Council reserves the right to reject the recommended LDDA.
9. SELECTION CRITERIA
Developer Track Record and Experience
a. Extent of experience developing comparable housing projects in terms of product type, density/construction type, tenure, market-rate and affordable. b. Extent of experience in public/private real estate ventures and mixed-use/mixedtenure/mixed-income projects. c. Success of comparable projects concerning:
1. Economic performance - including lease-up, operating history and cash flow of rental housing and any commercial tenants; funding of replacement and operating reserves; maintenance of physical condition and landscaping.
2. Overall architectural and landscape design, including energy and water efficiency.
3. Compliance with affordable housing regulatory agreements; d. Timeliness of previous performance; whether projects were completed on time and within budget.
Architect and Engineer Experience
a. Extent of experience with high-rise residential and mixed-use development. b. Architect: overall architectural and landscape design quality.
Project Concept
a. Consistency with the City’s development goals for the site. b. Quality of the site plan for the project and the extent to which it maximizes unit potential while providing a livable community with connections to open space, bike and transportation corridors, Marketplace Redevelopment Project and other adjacent land uses.
c. Market feasibility of proposed market rate housing and commercial land uses. d. The overall quality and innovation of the proposed project, including green building materials, and energy-efficient and renewable energy measures, methods and operations.
Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
18 Financial Capacity of Developer(s) Providing Financing Guarantees a. Adequate level of existing assets, income and net worth. b. Ability to raise equity and debt funds sufficient to fund all proposed Christie Sites development phases, along with the developer’s existing pipeline of development. c. Strong relationship with lenders or demonstrated ability to internally finance the project, including predevelopment costs.
d. Ability to provide a track record of providing high quality operation and maintenance, including positive cash flow, properly funded replacement and operating reserves, good physical condition and quality of resident services.
Financial Feasibility of Proposed Financing Plan
a. Reasonableness and accuracy of market and affordable housing rents, vacancies, operating costs, replacement and operating reserve deposits, financing and other economic assumptions used in the pro forma financing plan. b. Reasonableness of proposed construction hard and soft costs, financing terms and assumptions for each housing product/construction type and phase. c. Anticipated competitiveness of the development for proposed leveraged financing sources.
d. Demonstrated financial feasibility of the project’s proposed sources and uses, operating, debt service, and cash flow projections.
Proposed Business Terms
a. For affordable rental housing, the City expects to share a minimum of 50% of residual receipts with other lenders. Proposals providing a greater share of residual receipts to the City will be viewed favorably.
b. Proposed maximum developer fee.
c. General partner asset management fee.
d. Proposed nonprofit development corporation serving as Managing General Partner and receiving the Right of First Refusal and/or Option relating to the exit of the investor limited partner.
e. Schedule of development.
f. Overall value and community benefits of proposed project.
Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
19 10. PROPOSAL SUBMISSION PROCESS
Submissions should be delivered electronically to [email protected] no later than the date and time listed on the cover sheet.
Do not include audited and unaudited financial statements for the developer candidates and projects in the package sent to the City.
In addition to the package sent to City, please upload the following items to this private DRA Dropbox (INSERT LINK TO DRA DROPBOX HERE):
• The three most recent year-end audited and year-to-date unaudited corporate financial statements for each developer entity proposing to provide financial guarantees for marketrate and affordable housing. • One copy of the Financial Template in Excel (see Attachment 4). Additional financing plan description, calculations and/or pro forma material may be submitted to the DRA Dropbox in addition to the Excel Template.
If you have any issues with the DRA Dropbox, email [email protected].
11. NO REPRESENTATIONS OR WARRANTIES
All facts and opinions stated herein including, but not limited to, statistical data, economic data, environmental conditions and property title are based on available information and no representations or warranties are made with respect to their accuracy or completeness.
12. CITY RIGHT TO REJECT ANY AND ALL PROPOSALS
This RFP and the selection process shall in no way be deemed to create a binding contract, agreement, or offer of any kind between the City and any developer. If the City selects a developer pursuant to this RFP, any legal rights and obligations between the successful team, if any, and the City will come into existence only when the LDDA is fully executed by the parties, and the legal rights and obligations of each party shall at that time be only those rights and obligations which are set forth in the LDDA and any other documents specifically referred to in that agreement and executed by the parties to that agreement.
Each developer submitting qualifications in response to this RFP agrees that the preparation of all materials for submittal to the City and all presentations are at the developer’s sole cost and expense, and the City shall not, under any circumstances, be responsible for any costs or expenses incurred by any candidate developer. In addition, each developer agrees that all documentation and materials submitted with a proposal shall remain the property of the City.
Subject to California law and City ordinances relating to access to public records, the City may be required to publicly disclose all submitted information and materials to third parties Christie Sites Developer Request for Proposal
City of Emeryville Review Draft
May 26, 2022
20 requesting such information. Financial statements should be submitted to DRA as described in Section 10 to avoid them becoming a public record subject to disclosure.
The City reserves the right to accept or reject any or all developer proposals, to alter the selection process in any way, to postpone the selection process for its own convenience at any time, to waive any defects in any proposal, to cancel this RFP, to issue a new RFP at any time, or to hire any developer they deem appropriate in their sole and absolute discretion within or outside an RFP evaluation process.
ATTACHMENTS
Attachment 1: General Plan Areas of Change and Stability Attachment 2: Property Parcel Maps
Attachment 3: Affordable Housing Table: Maximum Sales Prices and Rents Attachment 4: Excel Financial Template (separate electronic file) Attachment 5: Certifications (form to be added)
San Francisco Bay
BERKELEY
EMERYVILLE
OAKLAND
EMERYVILLE
EMERYVILLE
OAKLAND
FRONTAGE ROAD
EASTSHORE FREEWAY
INTERSTATE 80 LACOSTE ST
65TH ST
CHRISTIE AVE
53RD ST
HOLLIS ST
HARUFF ST
OVERLAND AVE
54TH ST
55TH ST
BEAUDRY ST
POWELL ST
59TH ST
61ST ST
62ND ST
63RD ST
HOLLIS ST
DOYLE ST
VALLEJO ST
64TH ST
VALLEJO ST
OCEAN AVE
65TH ST
67TH ST
66TH ST
SHERWIN AVE
HALLECK ST
HUBBARD ST
HORTON ST
HOLDEN ST
WATTS ST
EMERY ST
HARLAN ST
HAVEN ST
45TH ST
PARK AVE
43RD ST
41ST ST
45TH ST
47TH ST
ESSEX ST
SALEM ST
SALEM
ST
46TH ST
45TH ST
44TH ST
43RD ST
42ND ST
41ST ST
40TH ST.
YERBA BUENA AVE
39TH ST.
38TH ST
APGAR ST
36TH ST
37TH ST
PERALTA
WATTS
47TH ST
48TH ST
ADELINE ST
SAN PABLO AVE
HORTON ST
POWELL ST
40TH ST
YERBA BUENA AVE
SAN PABLO AVE
CHRISTIE AV
BEACH ST
PEABODY LN
MANDELA PKWY
SHELLMOUND ST
ASHBY AVE
W. MACARTHUR BLV
SHELLMOUND S
BAY ST
INTERSTATE 580
STANFORD AVE
CHIRON WAY
WAY
SHELLMOUND
0 300 600 1200 2400
FEET
AREAS OF CHANGE AND STABILITY
EMERYVILLE GENERAL PLAN
Areas of Potential Change
Master Plan Areas
Areas of Stability
To Bay Bridge 2-5
Figure 2-1
Areas of Change and Stability – 2009
6150 Christie
5900 Christie
5890 Christie
ASSUMPTIONS:
Interest Rate 4.25% Annual
Monthly interest rate 0.35% Monthly
Mortgage Term 360 months
Downpayment 5% PMI rate: 0.005094
Area Median Income 1 person 2 person 3 person 4 person
(AMI) $87,900 $100,500 $113,050 $125,600
MODERATE INCOME HOUSEHOLDS: 120% Area Median Income
HOUSEHOLD SIZE 1 person 2 person 3 person 4 person
Max Annual Income $105,480 $120,600 $135,660 $150,720
Amount Available for Housing=
35% of 110% of AMI* $2,820 $3,224 $3,627 $4,030
Mortgage $1,683 $1,963 $2,129 $2,385
Prop.Tax 0.001 $360 $420 $456 $510
HOA Dues $400 $435 $475 $500
Utilities $187 $192 $339 $383
Homeowner's Insurance $45 $45 $45 $45
PMI 0.005094 $145 $169 $184 $206
MORTGAGE $342,080 $399,025 $432,738 $484,898
UNIT SIZE Studio 1 Bedroom 2 Bedroom 3 Bedroom
AFFORDABLE SALES PRICE $360,084 $420,026 $455,514 $510,419 UNIT SIZE Studio 1 Bedroom 2 Bedroom 3 Bedroom
GROSS AFFORDABLE RENT $2,417 $2,764 $3,109 $3,454
MEDIAN INCOME HOUSEHOLDS: 100% Area Median Income
HOUSEHOLD SIZE 1 person 2 person 3 person 4 person
Max Annual Income $87,900 $100,500 $113,050 $125,600
UNIT SIZE Studio 1 bedroom 2 Bedroom 3 Bedroom
AFFORDABLE SALES PRICE $276,205 $327,563 $347,018 $390,157 LOWER INCOME HOUSEHOLDS: 80% Area Median Income
HOUSEHOLD SIZE 1 person 2 person 3 person 4 person
Max Annual Income $76,750 $87,700 $98,650 $109,600
UNIT SIZE Studio 1 bedroom 2 Bedroom 3 Bedroom
AFFORDABLE SALES PRICE $160,006 $191,821 $197,571 $224,120 UNIT SIZE Studio 1 bedroom 2 Bedroom 3 Bedroom
GROSS AFFORDABLE RENT $1,319 $1,508 $1,696 $1,884
VERY LOW INCOME HOUSEHOLDS: 50% Area Median Income
HOUSEHOLD SIZE 1 person 2 person 3 person 4 person
Max Annual Income $47,950 $54,800 $61,650 $68,500
UNIT SIZE Studio 1 Bedroom 2 Bedroom 3 Bedroom
GROSS AFFORDABLE RENT $1,099 $1,256 $1,413 $1,570
Requires Ownership projects of 10+ units to include 20% of project units at moderate income. Requires Rental Projects who opt for in lieu production to include 8% at the units to low income and 4% at very low income.
NOTE: Gross affordable rent is equal to 30% of 110% of AMI and includes the total of monthly payments for a rental unit including a reasonable allowance for utilities and any required service charges or fees charged to tenants. Utility allowance and required charges/fees must be deducted from rents shown above.
NOTE: Gross affordable rent is equal to 30% of 60% of AMI and includes the total of monthly payments for a rental including a reasonable allowance for utilities and any required service charges or fees charged to tenants. Utility allowance and required charges/fees must be deducted from rents shown above.
NOTE: Gross affordable rent is equal to 30% of 50% of AMI and includes the total of monthly payments for a rental including a reasonable allowance for utilities and any required service charges or fees charged to tenants. Utility allowance and required charges/fees must be deducted from rents shown above. ** The maximum sales prices and rents allowed pursuant to the City's Affordable Housing Program are based on the housing affordability definitions found in the California Health and Safety Code at Section 50052.5 and 50053. These are to be considered maximum amounts and do not take into account market conditions that may limit actual sales and rent values.
Affordable Housing Program Ordinance
CITY OF EMERYVILLE
HOUSING AFFORDABILITY TABLE: MAXIMUM SALES PRICES AND RENTS** 2021 Program Year (Effective July 1, 2021)
Pursuant to the City of Emeryville