Request for Qualifications To Develop A New Child, Teen and Family Center and Department of Psychiatry Building for UCSF at 2130 Third Street, San Francisco

UCSF Real Estate Services June 2015

REQUEST FOR QUALIFICATIONS

To Develop a New Child, Teen and Family Center and Department of Psychiatry Building at 2130 Third Street

INTRODUCTION The Regents of the University of California ("University") are requesting qualifications from developers who would like to be considered for a real estate transaction with the University to design, finance, construct, and operate a new Child, Teen and Family Center and UCSF Department of Psychiatry Building at 2130 Third Street in San Francisco. This development opportunity is hereinafter referred to as the "Project." The Project will contain approximately 140,000 gross square feet of above-grade improvements on an approximately 34,000 square foot site. The University seeks developers that have demonstrated the following: -

Successful development of complex sites in an urban setting; A history of actively engaging San Francisco communities in the design and construction of similar projects; Successful development of creative, compelling, well-designed projects; and Financial capacity to be responsible for a project costing approximately $100 million to complete.

If you would like to be considered for the opportunity to develop the Project, then the University invites your organization to respond to this Request for Qualifications (“RFQ”) and submit your qualifications as described below.

TRANSACTION DESCRIPTION The selected developer (“Developer”) will be responsible for planning, designing, managing and funding the Project, including procurement of the necessary approvals through the University’s entitlement process and securing of equity and debt financing. The University expects to execute a reimbursement agreement under which it will refund the Developer’s predevelopment expenses if the Project does not proceed to construction commencement. Prior to the start of construction, the University will enter into an unsubordinated long-term ground lease of the site with the -2-

Developer. The University and Developer also will execute a space lease of the Project. This lease will commence upon issuance of a certificate of occupancy or its equivalent. The lease will provide the University options to purchase the Project, approximately on the fifth year anniversary of the lease commencement and at the end of the lease term. At occupancy, the Developer also will be responsible for providing property management services.

PROJECT DESCRIPTION The Project’s proposed improvements will contain approximately 140,000 gross square feet in a new facility at 2130 Third Street south of UCSF's Mission Bay campus. The building program will include the Child, Teen and Family Center including its clinical, educational, research, administrative and general support space. The new building also will house UCSF’s Department of Psychiatry and its clinical, research, educational, administrative and general support space. Occupants will include patients and their families, educators, researchers, clinicians, support staff, administrators and trainees, as well as Center and Department guests and members of the public for certain activities. The building design must provide flexibility to accommodate a wide variety of user groups performing a broad range of ambulatory clinical services, dry lab space, clinical research and educational activities. The building also will include an auditorium or convening area, training rooms, and a retail food area. The Developer will be responsible for construction of the core and shell and tenant improvements and specified horizontal infrastructure including on and off-site utilities. The Project also will include at least 33 on-site parking spaces. A more precise scope of work and details of the improvements to be constructed will be set forth in the Basis of Design and included in a Request for Proposals (“RFP”) discussed below. The University will be the lead agency for CEQA review and approval for the proposed ground lease and for building construction and operations. Project design, financing and lease terms will be subject to approval by the University. UCSF endeavors to align with San Francisco's local hire goals. The RFP will specify these hiring goals further.

SELECTION PROCESS The developer selection will be a two-step process. In step one, the University will review responses to this RFQ from developers (“Respondents”) and shortlist approximately 3 – 6 Respondents. In step two, the RFP stage, the University will ask the shortlisted Respondents to submit proposals specifying transaction terms and developer obligations. The University will -3-

select a preferred developer with whom it will enter into an Exclusive Negotiating Agreement (ENA). Final business terms and developer obligations will be based on minimum terms agreed to by the preferred developer in response to the RFP. These business terms and developer obligations will be incorporated into the reimbursement agreement, ground lease, and space lease as discussed above. These documents will supersede any understandings contained in the ENA and be the governing documents for the transaction. The developer will be responsible for its own costs of proposal preparation and contract negotiations. The University will not be responsible for any brokerage fees or commissions to representatives of Respondents.

SUBMITTAL REQUIREMENTS Respondents are requested to provide information in sufficient detail for the University to evaluate their capabilities including: Development Team Background. Respondents should submit the following: company name and legal form; address; names and resumes of company officers and other key executives who may be assigned to the Project; and a list of the possible architects and general contractors the developer would consider for its team if invited to submit a response to the RFP. Comparable Experience. Respondents should identify and describe a minimum of three comparable projects for which it exercised lead development responsibility. Comparable projects would be similar in scale and projected cost and either: (a) a University of California developer-delivered project; or (b) used for commercial purposes, preferably medical offices, clinics, or research. The respondents also should demonstrate experience developing projects in the City of San Francisco and that required substantial outreach to and engagement with the local community. Financial Capability to Deliver the Project. Respondents are asked to demonstrate the ability to finance a project expected to cost approximately $100,000,000. Respondents should provide at least one reference from a bank or similar financial institution familiar with the financial condition of the organization and an additional reference from an equity partner in a previous project. Equal Employment Opportunity. Provide evidence of company's equal employment opportunity policy. Additional Reference. Respondents are requested to provide one additional reference from either: a government official with lead direct responsibility for overseeing a previous entitlement procurement process the developer managed; a representative of the primary -4-

space user or anchor tenant of a previous project built by the developer; or a director or other leader of a neighborhood group that provided significant input into the creation of a comparable project. Submittals will be evaluated based on the Selection Criteria identified in Attachment A.

Preliminary RFQ and RFP SCHEDULE

Issuance of RFQ Deadline for submitting questions Responses to RFQ questions Statement of Qualifications Due Selection of Short List for RFP RFP Issuance to Short List of Developers RFP Responses Due Preferred Developers Selected Final Selection & Contract Execution

June 24, 2015 July 1, 2015 July 7, 2015 July 14, 2015 July 28, 2015 July 29, 2015 September 11, 2015 October 16, 2015 January 15, 2016

SUBMITTAL AND REVIEW PROCESS -

RFQ responses are to be submitted electronically and by hard copy. Both electronic and hard copy submittals must be received no later than July 14, 2015 at 5:00 p.m. (PDT) in order to be considered. Electronic submittals should be emailed to: [email protected]. Five (5) hard copies are to be delivered to: Brenda Perez UCSF Real Estate Services 654 Minnesota Street, 2nd Floor San Francisco, CA 94143-3027

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All questions or correspondence are to be sent via e-mail to [email protected] at UCSF Real Estate Services.

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The University will review all submittals and identify the Respondents who at the University's sole discretion best meet the selection criteria and the University's needs. The University reserves the right to reject any or all submittals and to change or add to the selection criteria at any time during the review process. The shortlisted Respondents will be invited to respond to the RFP.

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The University assumes no obligations, responsibilities or liabilities to reimburse all or part of the costs incurred by parties considering a response to and/or responding to this RFQ. All of such costs shall be borne solely by each Respondent. The University reserves the right to cancel, withdraw, postpone or extend this RFQ or the subsequent RFP in whole or in part at any time prior to execution of an agreement by the University without the University incurring any obligations or liabilities.

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The California Public Records Act limits the University's ability to withhold qualification and proposal data. If a submittal contains any trade secrets that a developer does not want disclosed to the public or used by the University for any purpose other than evaluation of the developer’s qualifications, each sheet of such information must be marked with the designation "Confidential". The University agrees that if a "Public Records Act" request is made for disclosure of data so classified, it will notify the submitter of such data so that the submitter will have an opportunity to legally challenge the University's obligation to disclose such information.

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ATTACHMENT A SELECTION CRITERIA Respondent’s qualifications will be evaluated based on the following criteria. Developer Team Background: Experience of key executives who may be assigned to the project including demonstrated ability to: 1. Manage the design and construction of comparable projects; 2. Work with anchor tenants and other large space users to establish, refine and fulfill their programmatic requirements; 3. Coordinate entitlements and community reviews; 4. Meet project budgets and delivery schedules; 5. Procure and administer construction and permanent financing. Comparable Experience. Respondents must have experience developing a minimum of three comparable projects. Comparable projects are: 1. equivalent in size or projected cost; and 2. a University of California developer-delivered project; and/or 3. used primarily for medical offices, clinics, and research purposes; and/or 4. located on complex, urban infill sites in the City of San Francisco and involving substantial outreach to the local community. Financial Capability to Execute the Project. Respondents are asked to demonstrate the ability to finance a project expected to cost approximately $100,000,000. Equal Employment Opportunity. Respondents must be equal opportunity employers.

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