July 29, Revise Section 1.1 (BACKGROUND AND CONTEXT) to the following:

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1 ADDENDUM NO. 2 TO REQUEST FOR QUALIFICATIONS FOR NEW DEVELOPMENT OF OAKLAND UNIFIED SCHOOL DISTRICT PROPERTIES, INCLUDING THE PARCELS HOUSING THE PAUL ROBESON ADMINISTRATION BUILDING AND DEWEY HIGH SCHOOL 1025 SECOND AVENUE 1105 SECOND AVENUE OAKLAND CA TO ALL POTENTIAL RESPONDENTS: July 29, 2014 This Addendum forms a part of the above-referenced request for qualifications (RFQ) and modifies the RFQ. All other provisions in the RFQ remain unchanged. Revise Section 1.1 (BACKGROUND AND CONTEXT) to the following: 1.1. BACKGROUND AND CONTEXT Sometime during the night of January 7, 2013 a substantial water leak occurred on the top floor of the Oakland Unified School District's (the District or OUSD ) Paul Robeson Administration Building, located at nd Avenue, causing excessive flooding on all four floors and significant damage to the entire structure. As a result of this water damage, the Paul Robeson Administration Building has been vacated and staff relocated to leased space at the Trans Pacific Center, 1000 Broadway. The Administration Building and an adjacent Annex Building, also vacant, are both presumed to be beyond repair. The District will issue a separate solicitation for demolition and hazardous materials remediation of these structures. In addition, the Oakland Unified School District will temporarily relocate and surplus the adjacent Dewey Academy High School at nd Ave. ( Dewey High School ). The Board of Education has convened a surplus property advisory committee ( 7-11 Committee ) (Ed. Code 17387, 17388). Finally, the District will seek approval from the City to vacate 11 th Street and merge the 1025 and 1105 parcels into one contiguous parcel (the Site ). Following the District s demolition and remediation of the aforementioned Administration Buildings and the temporary relocation of Dewey, the District anticipates delivery of expects to deliver a clean and graded Site. Revise Section 1.2 (DISTRICT OBJECTIVES) to the following: 1.2. DISTRICT OBJECTIVES Primarily, the District anticipates a long-term ground lease structure with a joint occupancy component (Ed. Code 17387; 17515) that will allow it to participate in an increasing revenue stream over the lease term, most importantly to off-set the costs associated with the leased Administration space at 1000 Broadway, and/or the costs of rebuilding and returning the Administration Building and Dewey High School to District property. However, this Request for Qualifications ( RFQ ) does not limit the ADDENDUM NO. 2 Page 1

2 type of development project and encourages proposals that will achieve the above objectives of the District while also obtaining community support. The District s specific objectives include: Redeveloping the site with income-generating uses under a sixty-six year (66) to ninety-nine year (99) ground lease. Maximizing an income stream to supplement its annual operating and capital project budget. Merging parcels and further subdividing to create a separate Assessor s Parcel. Number (APN) and preserving the ownership over the Site to the District. Building a replacement campus for Dewey High School. Building a replacement building for District Administration to include board chambers and community meeting space. For purposes of developing this RFQ, it is contemplated that medium to high density multi-family residential, which may include some component of affordable housing or teacher housing, is the primary use proposed for the Site in order to meet the goals of maximizing annual revenue to the District over the long term. However, proposers may also propose commercial and/or retail uses which generate equivalent or greater lease revenue. In addition, the District will consider proposals to exchange property for equal consideration (Ed. Code 17536), and will also consider proposals for the adaptive reuse of the Administration Building (Paul L. Robeson Building) and the Annex Building (Ethel Moore Memorial Clinic) located on the nd. Avenue parcel. Potential options might include: Developer maintains control over entire Site through a long term ground lease, with construction of the Administration Building and Dewey HS achieved through a lease leaseback financing structure on smaller parcel - District/Dewey lease rents to Developer would be off-set by ground lease rents due the District on the larger Developer parcel; After lot merger and parcel realignment, District constructs its own Administration / Dewey HS Building(s) on smaller parcel with remaining acreage available to Developer under a long term ground lease; Developer identifies appropriate exchange site for District Administration and Dewey HS relocation and District leases entire Site to Developer under long term ground lease. The following questions were raised during the pre-proposal conference on July 1, 2014 and were asked to be submitted for review and response by District: ADDENDUM NO. 2 Page 2

3 1. Will the Oakland Unified School District ( District ) consider any reuse of existing buildings? Answer: Yes, the District will consider proposals for adaptive reuse of the existing Administration and Annex buildings. The RFQ has been modified as indicated above. 2. Are there any reports available regarding the condition of the existing Administration building and the costs of repair? Answer: Yes. A report was prepared by HY Architects, Inc. after the January 2013 flood. It will be posted online with this Addendum No Are any Community Benefits Agreements to be included with the development of the District s Site? Answer: It is unknown at this time if Community Benefits Agreements will be included in the development. 4. Will local businesses be given preference in the selection process? Answer: Yes. Please refer to Section 1.9 of the RFQ: BOARD POLICY CAPITAL PROGRAM / CONSTRUCTION RELATED LOCAL, SMALL LOCAL AND SMALL LOCAL RESIDENT BUSINESS ENTERPRISE PROGRAM (2014 L/SL/SLRBE). 5. Will local businesses that have done Lease Leaseback projects with the District be given preference over other local firms? Answer: No. 6. Is the District looking to use Measure J funds for the construction of the new Administration Building and new Dewey High School? Answer: Measure J funds have not been earmarked for the construction of the new Administration Building and new Dewey High School. The intent is to have the developer finance the cost of construction of the new Administration Building and new Dewey High School. 7. Is affordable housing to be included? Answer: The District will consider proposals that include affordable housing; however it is not mandatory that a response include affordable housing. 8. What does the District consider affordable housing? Answer: The District will rely on proposers who decide to include an affordable housing component in their response to define affordable housing. ADDENDUM NO. 2 Page 3

4 9. Who owns 11 th Street? Answer: 11 th Street is a public street. 10. Are as-built plans and square footages for the Administration and Annex Buildings available? Answer: The District is attempting to locate plans and square footage documents for the Administration and Annex Buildings and will post such documents online if available. 11. Has the District conducted demographic studies or growth plans for Dewey High School? What are the growth trends for Dewey High School over the past five (5) years? Answer: No. 12. Will the District consider a low income proposal? Answer: The RFQ does not limit the type of development project, but encourages proposals that will achieve the stated objectives of the District while also obtaining community support. The stated objective is: a long-term ground lease structure with a joint occupancy component that will allow District to participate in an increasing revenue stream over the lease term, most importantly to off-set the costs associated with the leased Administration space at 1000 Broadway, and the costs of rebuilding the Administration Building and Dewey High School. 13. Is the District aware of the 100 ft. setback along the estuary? Will the District do research to see how that set-back impacts the buildable space? Answer: The District will rely upon qualified proposers to conduct the necessary due diligence to determine the impact, if any, of the purported set-back. ADDENDUM NO. 2 Page 4

5 H Y HIBSER YAMAUCHI Architects, Inc. OAKLAND UNIFIED SCHOOL DISTRICT Architectural Evaluation of the Robeson Building District Administration Building nd Street Oakland, California th Street, 2 nd Floor Oakland, CA phone: (510) fax: (510) Oakland Davis Los Angeles

6 H Y OUSD Administration Building Water Damage Remediation May 16, 2013 Executive Summary The building was constructed in 1926 remodeled in 1929 and per district records was added to and remodeled in 1967 and The two 1960 s remodels have Division of the State Architect approval numbers but no record has been found that indicates that the original building was approved or remodeled to meet the Field Act Seismic Standards which were adopted in The building is posted with a sign that identifies it as a structurally non-conforming building per California State Education Code. Significant portions of all floors of the building sustained water damage earlier this year. The building has subsequently been vacated by the District. Restoration Management Company has completed a clean-up of the damaged areas and the building is now ready for restoration to its former use. The required restoration includes replacement of walls, finishes, electrical and mechanical items. Based on the scope of the work and the use of the building, the District is obligated to submit the drawings to the Division of the State Architect (DSA). DSA will consider this project an alteration and as such approval will need to be obtained for Access Compliance and Fire/ Life Safety items as well as structural review of any new work. Based on the building s age it was never submitted to the DSA for review and approval for original construction (the agency that is now DSA was created in 1933). Per conversations with DSA, further investigation is required to determine if any remediation was completed on the building subsequent to its original construction. If no remediation has occurred, then DSA will consider this a rehabilitation project. The process for rehabilitation includes bringing the entire building up to current Title 24 standards. This would include extensive evaluation of existing conditions, energy compliance upgrades as well as structural upgrades. The exact scope of this work cannot be determined at this time; however we have made an attempt to consider the cost of a seismic upgrade (see below). Scope of Work As it relates to Accessibility Standards the building is deficient in most areas. The only room in the building that is accessible from the exterior is the Board Room which can be accessed from the front of the building at outside sidewalk level. Once in the Board Room there is no access to toilet rooms or the main floors except by stairs. The building entries are stairs only and need to be modified via lifts to provide access at the front and the rear of the building. Internally, the building has access to each floor via elevators. Some modifications will need to be made to the elevator system. The building lacks adequate signage and the restrooms have compliance issues and will require a complete remodel to meet current code. Access to the front of the building will need to be reviewed by DSA. At this time, our estimate assumes a lift to provide accessible route to the front and rear entrances (due to proximity of the building to the sidewalk). Elevator controls will also need to be upgraded to meet current accessibilty code th Street, 2 nd Floor Oakland, CA phone: (510) fax: (510) Oakland Davis Los Angeles

7 H Y OUSD Administration Building Water Damage Remediation May 16, 2013 As to fire life/ safety the building lacks basic requirements. The fire alarm system is almost non-existent and upon DSA review will be required to be replaced with a fully addressable system. The upgrade would need to occur at all five floors of the building as well and the exit stair towers. Additionally the interior stair wells will need to be enclosed and the interior corridor walls that form the exit path need to be reconstructed to meet current fire code. Estimated Construction Cost The construction cost estimate attached is based on a multiple site visits and floor plans as supplied by District and is conceptual only. A more detailed estimate should be made once schematic plans are created to define the full scope of the project. The estimate identifies a floor by floor cost which includes the work required due to the water damage, the remodel of the Toilet Rooms on each floor to meet accessibility standards and a new fully addressable Fire Alarm System for the full building and the reconstruction of the corridor walls to create fire rated exit corridors. Additionally, a separate estimate has been provided to identify costs should the building require a complete rehabilitation by DSA. Please note that these are estimates only. A rehabilitation project will require extensive building testing and investigations which could lead to significantly more work than what was initially anticipated by this study. As a summary, we estimate the construction cost of upgrades as follows: Alteration project $ 7,342,766 Total Construction Cost $26,339,456 Schedule If investigations conclude that this is an alteration project then the anticipated schedule for design, permitting and construction will be approximately 30 months. If this becomes a rehabilitation project, we anticipate the time for testing, design, permitting and construction to be approximately 48 months th Street, 2 nd Floor Oakland, CA phone: (510) fax: (510) Oakland Davis Los Angeles

8 Schedule OUSD Administration Building Restoration Project Schedule for Building as an "Alteration" Project: Project Scoping and Requirements Schematic Design and Approval Design Development and approval Construction Documents Development DSA Design approval Construction Bid & Approval Construction Total 1 Months 2 Months 2 Months 3 Months 6 Months 2 Months 14 Months 30 Months Schedule for Building as a "Rehabilitation" project Project Study and Scope determination Schematic Design and Approval Design Development and Approval Construction Document Development DSA Design Approval Construction Bid & Approval Construction Total 4 Months 2 Months 3 Months 4 Months 6 Months 2 Months 27 Months 48 Months

9 OAKLAND UNIFIED SCHOOL DISTRICT "Alteration" Project Conceptual Estimate including Code Upgrades of Door Hardware and Restroom remodels at each floor. The square footage used are estimates based on site visit and district floor plans. Detailed site dimensions were not made. Fourth Floor Qnty Unit Cost per Unit Total Walls -- Furring, Gyp. Bd & Finish--Replace 1350 SF $ 6.00 $ 8, Painting all walls 7600 SF $ 1.00 $ 7, Ceilings --- Painting 3000 SF $ 1.25 $ 3, Flooring --- Linoleum 3456 SF $ $ 54, Base --- Rubber 450 LF $ 4.50 $ 2, Marble 200 LF $ $ 7, Toilet Room: Remodel to Accessibility Standards 286 SF $ $ 107, Doors & Hardware: Sand, Paint or Stain 20 EA $ $ 3, New Access Compliant Hardware: Panic Hardware 5 EA $ $ 3, Locksets 10 EA $ $ 2, Closers 17 EA $ $ 1, Remove & Replace Doors 20 EA $ $ 5, $ - Cabinetry - Kitchen 50 LF $ $ 17, Stairwells Flooring - Treads 30 EA $ $ 4, Painting 1150 SF $ 1.25 $ 1, Landing 2 EA $ $ 1, Mechanical/ Plumbing (ADA upgrades NIC) $ 5, Electrical: Light Fixture replacement/ Outlets & Wiring $ 36, Fire Alarm $ 41, Fourth Floor -Subtotal $ 312, Cleaning & Moving at 15% $ 46, Total Fourth Floor Cost $ 359,359.25

10 Third Floor Qnty Unit Cost per Unit Total Walls -- New Walls 1745 LF $ $ 95, Storefront 50 LF $ $ 6, Furring, Gyp. Bd & Finish--Replace 5620 SF $ 6.00 $ 33, Painting all walls SF $ 1.25 $ 13, Ceilings --- $ - Painting 3400 SF $ 1.25 $ 4, Suspended Ceiling 1900 SF $ 6.50 $ 12, Flooring --- Carpet 3775 SF $ $ 58, Linoleum 1750 SF $ $ 27, Base --- Rubber 980 LF $ 4.50 $ 4, Marble 300 LF $ $ 10, Toilet Room: Remodel to Accessibility Standards 195 SF $ $ 73, $ - Doors & Hardware: $ - Sand, Paint or Stain 11 EA $ $ 1, New Doors 7 EA $ $ 5, New Access Compliant Hardware: $ - Panic Hardware 1 EA $ $ Locksets 36 EA $ $ 7, Closers 27 EA $ $ 2, Remove & Replace Doors 18 EA $ $ 4, $ - Stairwells $ - Flooring - Treads 32 EA $ $ 4, Painting $ - Landing 2 EA $ $ 1, Mechanical/ Plumbing (ADA upgrades NIC) $ 17, Electrical: Light Fixture replacement/ Outlets & Wiring $ 123, Fire Alarm $ 41, Third Floor -Subtotal $ 549, Cleaning & Moving at 15% $ 82, Total Third Floor $ 631,663.95

11 Second Floor Qnty Unit Cost per Unit Total Walls -- Furring, Gyp. Bd & Finish--Replace 6270 SF $ 6.00 $ 37, Painting all walls 8965 SF $ 1.00 $ 8, Paint Wood Base 1120 LF $ 1.25 $ 1, Ceilings --- Painting 2400 SF $ 1.00 $ 1, Suspended Ceiling 1050 SF $ 6.50 $ 6, Flooring --- Carpet 4000 SF $ $ 62, Linoleum 2975 SF $ $ 47, Base --- Rubber 575 SF $ 4.50 $ 2, Marble 330 SF $ $ 11, Wood 1120 LF $ $ 20, Toilet Room: Remodel to Accessibility Standards 260 SF $ $ 97, Doors & Hardware: Sand, Paint or Stain $ - New Doors 13 EA $ $ 9, New Access Compliant Hardware: Panic Hardware 2 EA $ $ Locksets 40 EA $ $ 8, Closers 28 EA $ $ 2, Remove & Replace Doors 40 EA $ $ 10, $ - Stairwells $ - Flooring - Treads 32 EA $ $ 4, Landing 2 EA $ $ 1, Mechanical/ Plumbing (ADA upgrades NIC) $ 16, Electrical: Light Fixture replacement/ Outlets & Wiring $ 80, Fire Alarm $ 41, Subtotal Second Floor $ 471, Cleaning & Moving at 15% $ 70, Total Second Floor $ 542,220.98

12 First Floor Qnty Unit Cost per Unit Total Walls -- Furring, Gyp. Bd & Finish--Replace 1620 SF $ 6.00 $ 9, Painting all walls 4760 SF $ 1.00 $ 4, Paint Wood Base $ - Ceilings --- $ - Painting 3638 SF $ 1.00 $ 3, Suspended Ceiling $ - Flooring --- $ - Carpet 1583 SF $ $ 25, Linoleum 4250 SF $ $ 65, Base --- Rubber $ - Marble $ - Wood 984 LF $ $ 17, Toilet Room: $ - Remodel to Accessibility Standards 260 SF $ $ 97, $ - Doors & Hardware: $ - Sand, Paint or Stain $ - New Doors $ - New Access Compliant Hardware: $ - Panic Hardware 7 EA $ $ 2, Locksets 40 EA $ $ 8, Closers 38 EA $ $ 2, Remove & Replace Doors $ - $ - Stairwells $ - Flooring - Treads 32 EA $ $ 4, Landing 2 EA $ $ 1, $ - Mechanical $ - Electrical: Light Fixture replacement/ Outlets & Wiring $ 43, Fire Alarm $ 41, Subtotal First Floor $ 327, Cleaning & Moving at 15% $ 49, Total Second Floor $ 376,988.86

13 Basement Level: Qnty Unit Cost per Unit Total Painting: Walls 1350 SF $ 1.00 $ 1, Wood Base 100 LF $ 1.00 $ Install Wood Base 100 LF $ $ 1, Toilet Room: Remodel to Accessibility Standards 92 SF $ $ 34, AC Ceiling 300 SF $ 2.85 $ Cleaning and repairs $ 15, Mechanical $ - Electrical-Replace Outlet/ Wiring & Inspect Main SWBD $ 9, Fire Alarm $ 41, Subtotal Basement Level $ 62, Cleaning & Moving at 15% $ 9, Total Second Floor $ 72, Sum of Four Floors and Basement area $ 1,982, which includes new door hardware, toilet room remodeling and new fire alarm to meet Fire and ADA Standards Additional Required Code Upgrades: Stair enclosure modifications: Each of the stair well shafts are not enclosed. Staircases need to be removed and rplaced to meet current standards. $ 800, Elevator and Machine Room upgrades - $ 170, New handrails in the stair wells interior of the building and at stair towers 5 Locations 4 stories high. $ 37, Fire Sprinkler System $ 235, Provide accessible entries at the front and the back of the buiding. Cut entry stairways to insert a Lift and reconfigure stairs & railing. $ 175, Provide Handicap parking spaces and signage $ 12, Curb cut at front entry sidewalk $ 8, Emergency Egress lighting & exit signage $ 100, Provide accessibile signage throughout site $ 42, New Telecommunication System $ 360, Subtotal $ 3,922, General Condition 20% $ 784, Contractor O & P $ 941, Total Constuction Cost $ 5,648, Soft Cost- Studies/ Arch/CM $ 1,694, Total Project Cost $ 7,342,766.08

14 OAKLAND UNIFIED SCHOOL DISTRICT "Rehabilitation" Project Anticipated Code Upgrades Required: Seismic Upgrades 58,836 SF $ /SF $ 5,883, Title 24 Energy Requirements Replace all windows with dual glazed units. $ 1,500, Furr-out all interior side of exterior walls for insulation $ 1,500, Code Upgrade Total $ 8,883, General Condition 20% $ 1,776, Contractor O & P $ 2,132, SUB-TOTAL UPGRADES $ 12,792, Design Contingency 10% $ 1,279, TOTAL UPGRADES $ 14,071, Project Soft Cost-Studies/Arch/CM $ 4,925, Total Rehab Const. Cost. $ 18,996, Total Construction Cost $ 7,342, TOTAL CONSTRUCTION COST ESTIMATES $ 26,339,456.32

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