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Q7-Howard_UniversityOffering.pdf

Solicitation No. RFQ HU-BB-01

RFQ Issue Date: 9/29/2017

Due Date: 11/21/2017

REQUEST FOR QUALIFICATIONS

BOND BREAD FACTORY &

WRECO GARAGE REDEVELOPMENT

Letter from the President Page 4

Background Page 5

Opportunity Page 6

Site Description Page 8

DC Market Page 13

Submission Requirements Page 17

Selection Process Page 22

Schedule Page 23

Terms & Conditions Page 24

Appendices Page 26

Table of Contents

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Letter from the President

Dr. Wayne A. I. Frederick

Dear Potential Development Partners, I am excited to offer the most transformative redevelopment opportunity in the Shaw neighborhood, Howard University’s Bond Bread Factory and Washington Railway and Electric Company (WRECO) Garage site for redevelopment. These parcels represent the latest strategic monetization of Howard’s underutilized real estate portfolio to support reinvestment in the University’s mission. The rebirth of these historic structures also presents a unique opportunity to create a vibrant mixed-use development in the center of the District’s booming Shaw neighborhood. In 2017, Howard University celebrated its sesquicentennial as a higher education institution. Through both academic and facility enhancements, Howard is undergoing a transformation as it prepares for its next 150 years of distinction. Howard’s dedication to revitalizing its academic and physical structures requires substantial, sustainable resources. Meeting this challenge requires developing and utilizing innovative and non-traditional solutions, including imaginative repositioning and leveraging of Howard’s underutilized real estate assets. I have spearheaded a strategy to diversify and improve University revenue streams, in part by leveraging Howard’s large portfolio of real estate assets. I envision the Bond Bread and WRECO site resulting in an innovative transaction that will deliver capital needed to fund other campus modernization initiatives, while transforming the neighborhood. The Bond Bread and WRECO site has long been envisioned as playing a key role in the future of the Mid- City community. Howard is dedicated to revitalizing the Georgia Avenue corridor, as demonstrated by the recently constructed Interdisciplinary Research Building as well as planned projects to its north and south. The Bond Bread and WRECO project will serve as the gateway to Howard’s campus, and I envision it offering a new, mixed-use, urban lifestyle destination in the Shaw neighborhood, which will attract visitors from around the region and a variety of businesses. The site’s prime location on the rapidly growing Georgia Avenue corridor allows this project to serve as a center of activity, serving faculty, staff, students, and neighbors alike through the addition of commercial space as well as quality residential development. Howard has established an outstanding real estate development team supported by the industry's top advisors to realize this vision. I join our Real Estate Development & Capital Asset Management team, led by Mr. Anthony Freeman and Mr. Derrek Niec-Wiliams, in inviting your firm to submit your qualifications and proposed plans to develop this site. The University looks forward to your creativity, innovative design, and strategic development and marketing to transform this site. Dr. Wayne A. I. Frederick President

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Founded in 1867, Howard University is a private, historically

black research university comprised of 13 schools and colleges.

Students pursue studies in more than 120 areas leading to

undergraduate, graduate and professional degrees. To date,

Howard has awarded more than 120,000 degrees in the arts,

the sciences, and the humanities. The historic main campus

sits on a hilltop in Northwest Washington, blocks from U Street

and the storied Howard Theatre.

The University remains committed to further enhancing its

strategic position as one of the top research universities in the

nation. As we celebrate our sesquicentennial in 2017, we are

uniquely positioned to have the next 150 years as glorious as

the past.

To accommodate this growth, transform the University’s

aging facilities, and remain competitive with high-caliber

universities nationally, the University crafted a participatory

and collaborative Campus Master Plan, published in 2011. To

help fund the execution of this vision, the University is

seeking to generate revenue by monetizing underutilized

edge and non-core real estate assets owned by the University

— facilities geographically or philosophically peripheral to the

institution’s mission.

Background

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Opportunity Howard University (“the University” or “Howard”) is pleased to present this Request for Qualifications (“RFQ”) to solicit Statements of

Qualification (“SOQs”) from highly-qualified developers (“Respondents”)

to design, build, finance, operate, and maintain a mixed use

development at 2112-2146 Georgia Avenue, N.W., in the heart of the

booming Shaw neighborhood (“Project”).

This premier development offering includes a uniquely large, 2.2 acre

site (“Bond Bread Site” or “Site”) to serve as a gateway between the

vibrant U Street Corridor and Howard University. Situated adjacent to

Shaw’s latest major mixed-use developments, the Site offers an

opportunity to build on the neighborhood’s revitalization momentum.

Also located at the edge of Howard’s campus, this development will

greatly improve the vitality and visual quality of the area while

supporting expanded campus amenities.

The Site was previously envisioned as the Howard Town Center, a

grocery store-anchored mixed-use development. The University recently

prevailed in a legal dispute over the project, freeing the valuable sites

for a new, innovative redevelopment vision.*

The Site contains two existing structures, both of which are listed on the

National Register of Historic Places, offering intricately designed brick

industrial buildings, which are often coveted for their character. Howard

envisions a creative ground floor destination that will leverage and

honor the historic facades of each building.

The University intends to identify and select the most qualified

Respondent to this RFQ, who demonstrates experience and expertise in

adaptive reuse; historic preservation; partnerships with institutions; and

residential and commercial development. With this partner, Howard will

negotiate an exclusive rights agreement, work collaboratively through

due diligence and the development planning process, and sign a

ground lease or similar agreement that maximizes value to the

University.

* For more information about the legal status of the Site, please visit

BondBread.datarooms.com.

BROOKLAND

NOMA

CAPITOL

RIVERFRONT

DUPONT

SHAW / U STREET

Bond Bread Site

7

Redevelopment Objectives Howard University will serve as the Project sponsor and will select a

development partner (“Selected Developer”) to design, construct,

and operate a newly constructed project that preserves and

adaptively reuses relevant portions of the existing structures.

Howard seeks a development which contributes to the economic and

social well-being of the University as well as the surrounding

community. Howard hopes to achieve the highest and best use for

the Site, but also envisions an energetic, vibrant attraction as a

ground floor use, that creates a 24-hour work, shop, eat, live, play

destination. Examples of such spaces include Reading Terminal

Market in Philadelphia, Foodhallen Food Market in Amsterdam West,

East Village in Houston, and Fulton Market in Chicago.

 Preserve and adaptively reuse historic features

 Adopt world class design that extends the edge of HU campus

 Mitigate environmental challenges at the Site

 Revitalize the Georgia Avenue Corridor and economy

Project

 Develop to its highest & best use

 Create an innovative trendsetting ground floor destination

 Optimize local, minority and HU Alum participation

throughout the process – specifically through equity

ownership and contracting

 Employ design that accentuates HU’s brand and statement

Revitalization

 Incorporate neighborhood / HU servicing retail businesses

 Create jobs opportunities

 Adhere to the Duke Land Area Development Framework*

 Involve community in planning process

 Create innovative solutions to address price-sensitive residents

Value

 Obtain maximum land value distributed upfront and through

long term revenue streams

 Minimize risk to the University

 Retain long-term ownership of parcels

 Include the option for Howard University as a partial investor/

financier for the development

Community Attributes

*“Duke: Development Framework for a Cultural Destination for Greater Shaw/U Street” (the “Duke Plan”) can be found in Dataroom.

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Site Description

The Bond Bread Site is located adjacent to Howard

University’s main campus in the heart of DC. Situated on two

parcels, these properties represent the entire block between

8th Street and Georgia Avenue, and V Street and W Street.

The Site is surrounded by several newly completed, under

development, and planned projects that are complementary

to the proposed Project as illustrated in the figure on the next

page. Nearby developments have added over 600 residential

units, with more than 400 under construction, each

commanding some of the highest rents in the District.

In additional to surrounding commercial developments,

numerous University buildings are situated on Georgia

Avenue, including: the Interdisciplinary Research Building,

Howard Center, and Howard University Hospital, generating

significant foot traffic.

Location

Neighborhood Located in Mid-City neighborhood, in close proximity to many

other neighborhoods in the District, the Site is accessible to

shopping and dining options, adjacent to the U Street corridor,

and walking distance to several entertainment venues,

including the historic Howard Theatre and the iconic 9:30

Club. The Site sits at the nexus of multiple communities

including Shaw, Pleasant Plains, and LeDroit Park. For a

detailed description of the surrounding neighborhoods, please

refer to the Washington DC Economic Partnership

Neighborhood Profiles in this Project’s Dataroom.

Bond Bread also benefits from being in Ward 1, the most

densely-populated area in the District. Limited large scale

development parcels in Ward 1 and the Shaw neighborhood

make the Bond Bread Site a rare opportunity for a truly unique

redevelopment in a highly-sought neighborhood.

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U Street Metro

Carver Hall Redevelopment

Slowe Hall Redevelopment

Multi-family New/ Planned Developments : Mixed Use Student Housing

Sherman Avenue Apartments

Plaza Towers Renovation

965 Florida

Florida Avenue NW

9 th

S t N

W

Atlantic Plubming

The Shay

13 / U

Planned by HU

Lot 3

Bond Bread

Howard Center

G e

o rg

ia A

ve n

u e

N W

CVS/ HURB-1

Barry Place Phase 2

Effingham

Manor

4 th

S t N

W

1 3

th St N

W

0 .8

M ile

1.2 Miles Shaw Metro

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The General Baking Company Bakery

(Bond Bread Factory) building is a

three story Art Deco Industrial Bakery

designed by Corry B. Comstock which

features Art Deco styling and

decorative details rare for DC’s

industrial building stock.

The Bond Bread Factory building is

built on 39,072 square feet (0.9

acres) at the corner of Georgia Avenue

and W Street directly across from

Howard University Hospital.

The WRECO garage, designed by

noted architect and Washingtonian

Arthur B. Heaton, is considered to

be the first purpose-built bus

garage.

The WRECO garage is built on

58,607 square feet (1.3 acres) at the

corner of Georgia Avenue and V

street, directly adjacent to the new

Atlantic Plumbing development.

Existing Structures The Site is home to two (2) existing structures:

 The 1929 Art Deco Bond Bread Factory (2146

Georgia Ave)

 The 1930 Washington Railway and Electric

Company (WRECO) Garage (2112 Georgia

Ave)

Historic Designation Both buildings have been entered into the National

Register for Historic Places at the request of the D.C.

Preservation League. The Bond Bread Factory is

recognized for its significance to the Art Deco

architectural movement and its connection to DC’s

early baking community. The WRECO Garage is

recognized on the basis of its significance in relation

to early railcar transit in Washington DC, and its

architectural significance as the first known purpose

built garage for WRECO’s fleet of buses.

The National Historic Preservation Act of 1966

requires proposed construction plans for buildings

designated as historic to be reviewed and approved

by the Historic Preservation Review Board (HPRB).

The Selected Developer alone will be responsible for

meeting all historic preservation requirements under

Federal and District Laws and Regulations.

Entitlement The Site is currently in Howard’s Campus Master Plan. Parcel 1, shown on Page 8, was conveyed to Howard through a land swap with the

District of Columbia in 2008, establishing a number of covenants, several of which are worth noting: 1) Development Covenants—development

on the parcel must be consistent with the DUKE Plan. The design and development plans are required to be approved by the District to ensure

conformity to the Plan; 2) Grocery Store Covenant—the Covenant currently requires the development on the Site to include a grocery store, but

this may be modified once the planned development of Whole Foods at 965 Florida Avenue is complete; and 3) CBE and First Source

Agreement—20% of the equity and development participation of the Selected Developer must be comprised of CBEs, and the Selected

Developer must enter into a First Source Employment Agreement with the District of Columbia for the construction.

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Original Uses & Environmental Challenges

Six Underground Storage Tanks (UST) were known to exist beneath the two buildings, four of which were removed. The remaining USTs were closed in place and remain unmitigated. The University submitted a corrective action plan to the District Department of Energy and Environment, which was approved after review and comment, but not fully implemented. Full reports can be found in Dataroom.

The Site will be conveyed to the Selected Developer in an “as is, conveyed” condition. During the due diligence period set forth in the anticipated Exclusive Rights Agreement, the Selected Developer will be required to conduct environmental site assessments, including, but not limited to, sampling and testing of the soil, sediments and ground water (if any).

The Selected Developer will be responsible for the removal or remediation of any hazardous materials that are required by law.

Additionally, the Selected Developer will be responsible for securing all necessary approvals, with support, as appropriate, from University staff. If the University is required to serve in the lead role in processing any additional environmental regulatory compliance, the Selected Developer shall reimburse the University for costs associated with such compliance.

Both the Bond Bread Bakery and the WRECO Garage served in-

dustrial purposes over the course of 50+ years beginning around

1930.

The WRECO Central Garage was build to house and maintain a

bus and streetcar fleet for the Washington Railway and Electric

Company, and continued in that use under the Capital Transit

Company and later DC Transit Company until 1949. From 1958

until 1970 the WRECO Bus Garage building was used as a vehicle

maintenance facility and fueling station for the United States

Post Office. The Facility was later used to house Howard’s

Maintenance Facility.

The Bond Bread Factory operated as a commercial bakery under

several owners from 1929 until 1971, and was later used by the

District of Columbia and non-profit groups to offer services to the

impoverished until 2001.

The original uses of each property may pose challenges to the development and adaptive re-use of this Site.

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The Bond Bread Site is conveniently located and has a variety of

transit and nearby public transportation options. Both the Shaw-

Howard Univ. Metro Station and U Street/African-Amer. Civil War

Memorial/Cardozo Metro Station are located less than half a mile

south and west of the Site, respectively. Both of these metro stops

are serviced by the Green and Yellow lines. Four bus lines (G2, 63,

70, 79) offer stops located less than 0.3 miles away.

The Site is fortunate to front Georgia Avenue NW, one of Ward 1’s

major thoroughfares. Market Planning Solutions, Inc. estimated in

2015 an average daily traffic count at the intersection of Georgia

Avenue NW and W Street NW of approximately 20,130 cars.

The Site is easily accessible in one of the more walkable

neighborhoods in Washington D.C., receiving a Walk Score of 97

(Walker’s Paradise) and a Transit Score of 90 (Excellent Transit).

Transportation & Access

Zoning & Land Uses The Site is zoned MU-10 (Mixed Use), which permits a broad range of high density commercial, institutional, and multi-family residential development. The Site is currently included in Howard’s Campus Master Plan, and must proceed through further processing with the Office of Zoning prior to construction. Respondents are required to independently review verify, and comply with the underlying zoning requirements applicable to the Site.

Floor Area Ratio (FAR) - Maximum

Height (ft.) Penthouse Height (ft.)/

Stories Lot Occupancy Rear Yard (ft.) Side Yard (ft.) Green Area Ratio

Zoning Regula- tion Reference

MU-10

6.0 90 20 75%

A minimum rear

yard of 2.5 in. per 1

ft. of vertical dis-

tance from the

mean finished

grade at the middle

of the rear of the

structure to the

highest point of the

main roof or para-

pet wall, but not

less than 12 ft.

No side setback is

required; however,

if a side setback is

provided it shall be

at least 2 in. wide

from each 1 ft. of

height of building

but no less than 5

ft.

0.20 Subtitle D.

Chapter 3

7.2 (IZ) 100 (IZ) 1 plus mezza-

nine; Second

story permit-

ted for pent-

house me-

chanical

space

100% (IZ) 3.0 (Non-

residential) N/A

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DC Market With construction booming, the residential real estate market

remains a bright spot in DC. Growth in Class A property rental rates is

a promising sign of the overall market’s strength. The growth in

young professionals has been the primary driver behind the strong

demand for apartments in DC. Millennials are increasingly renting

apartments rather than owning homes.

As of Q4 2016, the Site’s submarket consists of 30,778 multifamily

units, with an occupancy rate of 96.7%, and an average effective

rent of $2,001 per month. While the submarket is the second-largest

multifamily submarket in the District, based on unit count, it also

performs the best, with a reported occupancy rate of 96.7%.

The table below identifies specific market data for the area

surrounding the Bond Bread Site.

The District of Columbia has experienced consistent growth in

construction of retail, residential, leisure, and hospitality uses

over the last five years, embodied primarily in mixed-use

developments. The District continues to appeal to and attract

prestigious global firms and international investors, while also

showcasing a thriving urban retail and restaurant scene. This

progress is likely to continue according to the current

development pipeline for the District. There are four primary

residential projects recently constructed or under construction

with proximity to the Project and valued well over $1B.

Development Growth

0-1/2mi 0-1mi 0-3mi

Population + Workforce

Total Population 17,473 81,639 388,152

2016 - 2021 Population Growth/Yr 1.76% 2.17% 1.94%

Employed Civilian Population 16+ 10,963 55,243 244,428

Unemployment Rate 5.8% 5.3% 5.5%

2010 Median Age 28.3 31.6 33.2

Education

Bachelor's Degree 3,695 18,432 79,893

Grad/Professional Degree 3,767 20,061 101,586

Income

Median Household Income $77,476 $81,731 $80,844

Median Disposable Income $55,924 $58,535 $58,641

With residential construction surging, it’s not surprising that

Washington D.C.’s retail market has performed extremely well

over the past few years. According to CoStar, demand has

outpaced supply, and the region’s average vacancy has declined

steadily since peaking in 2010. Furthermore, supply growth, as a

percentage of inventory, is about half of the region’s historical

average. Because of this, rents have risen approximately 5%

over the past four quarters. It is projected that because of the

region’s continued population growth and the immense buying

power of the District’s high-earning individuals, the overall retail

market should continue to remain stable.

With respect to the Bond Bread Site being developed for retail

use, the Site is situated in the Uptown Retail submarket. As of

Q4 2016, this submarket exhibited a vacancy rate of 4.4%,

which is consistent with the vacancy rate reported for the entire

Washington—NOVA—MD Retail Market of 4.5%. Additionally,

the Uptown Retail submarket is the third largest retail market

(out 78 submarkets) and ranks fifth in highest asking rental

rates.

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The Shay, located one block away from the

Bond Bread Site features a mix of high-end

dining and retail and luxury apartments. The

development features 245 residential units,

from Studio to Penthouse. The building’s retail

space has become a hub for fashion and

features an independent organic market and

local coffee chain.

The Shay

The Atlantic Plumbing Project, directly adjacent

to the Bond Bread Site is a Two Building, mixed

use development featuring Class A residential

homes, several casual and fine dining

restaurants, and a six screen movie theatre and

Bar.

The apartment development includes a resort

style pool deck and patio lounge, fitness center

and other resort-style amenities. The

development also includes many smaller retail

units which serve as workspaces and shops for

DC artists and small businesses.

Atlantic Plumbing

Top

Residential

Development

Projects

Near

Bond

Bread

Site

Unit Count: 372 Unit Count: 245

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Just two blocks west of the Bond Bread Site,

construction is underway on a large new multi-

use commercial and residential development

anchored by Whole Food Market.

The development group plans on 51,000

square feet retail marketplace, and 350,000

square feet of housing, including 30%

affordable units.

965 Florida 13/U

Centrally located on the U street corridor, less

than one half mile west of the Bond Bread Site.

Eight-story mixed-use building with 130

residential units above ground-floor retail and

48 underground parking spaces.

16,000 square feet fully leased in advance of

project completion.

Unit Count: 428 Unit Count: 130

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Planned

Howard

Projects Near

Bond

Bread

Site

Located just north of the

Bond Bread site, Lot 3 is

currently a parking lot is

envisioned to become a

mixed-use development

containing commercial,

residential, and Howard

uses. The site is zoned

MU-10, intended to be

medium to high-density

mixed-used

development.

Lot 3 Barry Place Phase 1 Effingham Apartments Howard Manor

Located west of 10th Street and

south of Barry Place NW on

Howard’s Campus, the renovated

Howard Towers will provide 1,780

beds for undergraduate and

graduate students.

The West Tower, containing 825

beds, reopened in August 2017

after 6 months of renovation. The

East Tower will open in fall 2018.

Howard Plaza Towers Carver Hall

One block from LeDroit Park

Slowe Hall is a former Howard

University student residence hall

planned for redevelopment in a

93-unit apartment building

featuring a large secluded

outdoor courtyard.

Howard entered into a 99 year

ground lease with development

partners in August, 2017.

Slowe Hall

Howard Center

The first phase of Barry

Place, called the Sherman

Avenue Apartments is

near completion. Planned

uses include ground floor

retail and 319 residential

units, 10% of which are

set aside for 80% Area

Median Income residents,

and additional units set

aside for HU faculty and

staff. Future phases are

currently being planned.

Potential uses for the

Howard Center, with a

large retail front on

Georgia Avenue directly

across from Lot 3, are

retail, residential and

institutional uses,

including a conferencing

center. The current

zoning allows for

University uses as a

matter of right.

Located conveniently on

Georgia Avenue at the

north end of Howard’s

campus, Effingham is

envisioned as a multi-

family residential project

with retail on the

ground floor. The

buildings are currently

vacant and are zoned

MU-4, which allows

moderate-density

mixed-use development.

Adjacent to Effingham

Apartments and facing

Girard Street NW to the

north, Howard Manor will

likely be a modernized

residential development.

The site is currently

zoned MU-4, which

permits moderate-

density mixed-use

development.

Once a residence hall for Howard

students, Carver Hall, located at

2nd and Elm Street NW, is being

converted into a 59-unit

apartment building, featuring 15

loft apartments with 16-foot

ceilings, a fitness center, resident

lounge and outdoor spaces.

Howard entered into a 99 year

ground lease with development

partners in August, 2017.

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Submission Requirements

Respondents interested in the Bond Bread Site should provide straightforward, concise information that satisfies the requirements noted below.

EACH SOQ SHOULD ADDRESS THE FOLLOWING ITEMS, IN THE ORDER LISTED.

A. Cover letter Respondents should sign and submit the cover letter in Appendix A, which acknowledges that the Respondent has read and understands all contents of the RFQ and addenda and takes no exception to the materials provided. The cover letter should be signed by a person that has full authority to bind the Respondent to all terms and conditions of the SOQ.

B. Team Qualifications

Respondents should provide information that will enable the University to evaluate the qualifications, experience and past performance in the design, construction, financing, operations and maintenance of a project of comparable size and scope as this Project. At a minimum, the following items should be addressed in this section:

 Entity name, type of entity, street and mailing address as well as a brief summary of the Respondent’s organizational history and background.

 Identification and qualifications of each member of the development team for all persons or entities that will engage in the Project and role of each partner/participant with an organization chart of the partners describing the function of each entity.

 Primary contact name, title, phone number, e-mail address .

 For each Firm, provide at least three (3), and no more than five (5), examples of projects completed within the last five years that demonstrate relevant development experience. In particular, provide any projects that were executed with a public or university partner and required the Respondent to conduct due diligence, plan, finance, design, construct, operate, and maintain properties in an urban area through any and all applicable financing structures. Additionally, projects that demonstrate the Respondent's success with historic buildings and in receiving approvals and other zoning and regulatory entitlements in the District of Columbia will be highly regarded. For each example include: date and location of work; role of the entity; client; relevance to this solicitation; development size by use, financing, and capital structure; and a description of how the project met schedule and budget expectations.

 Howard may be interested in participating as a partial investor/financier for the development. Describe experience with similar arrangements, including establishing a joint venture with a public institution.

 Team experience with Project-specific issues such as zoning and historic preservation methodologies in the District of Columbia.

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 Provide three (3) business references familiar with the submitting firms and their work on projects described in this section of your SOQ. For each reference include a contact name, company, phone, email, and the types of services provided.

 The University expects the Selected Developer to reflect diversity in both its management and ownership structures. Respondents should describe plans to achieve diversity in their team’s management and ownership, as well as diversity among its Subcontracting Entities (including Certified Business Enterprises) in each phase of the design, development, construction and operation of the Project consistent with Howard’s social mission. Opportunities for Howard students to be involved in the development, construction, and post-construction management of the Selected Developer are highly encouraged. Additionally, Respondents are encouraged to identify and include qualified graduates of Howard on the team.

C. Financial Capability

This information is requested to evaluate the Respondent’s financial strength and ability to obtain debt and

equity financing.

Financial Stability

Respondents should provide information that will enable the University to evaluate the Respondent’s financial capability and approach to the Selected Developer. Respondents should provide:

 Audited financial statements prepared in accordance with GAAP for the years 2014-2016, if applicable, or corporate or individual financial statements certified by an officer of the company;

 If the entities are publicly owned, provide a copy of the most recent 10K report; and,

 Credit Report and, if available, financial rating reports and other documents indicating the financial condition of the contracting and financially responsible entities and any controlling entities.

Financial Risks

The University will evaluate the financial risks posed by each Respondent that may impact the Respondent’s ability to successfully execute the development. SOQs should include the following information related to financial risks for each Firm:

 Bankruptcy Information: provide a statement indicating whether the contracting and financially

responsible entities, any controlling entities, any principal personnel or key development team members or

other proposed equity investors have declared bankruptcy during the past five (5) years, and briefly

describe the bankruptcies.

 Pending Litigation: provide a statement indicating whether the contracting and financially responsible

19

entities, any controlling entities, any principal personnel or key development team members or other

proposed equity investors are involved in any business-related litigation, liens or legal claims, and briefly

describe such matters.

 Judgments: provide a statement indicating whether the contracting and financially responsible entities,

any controlling entities, any principal personnel or key development team members or other proposed

equity investors have had a business-related, judgment against it/them during the past five (5) years, and

briefly describe each instance.

Financing Plan

Respondents should provide high-level information that will enable the University to evaluate a Respondent’s

ability to obtain debt and equity financing for the Project and it’s relative cost to Howard:

 A description that demonstrates the soundness of the Respondent’s strategy for financing the Project,

including discussion of the risks and benefits of the financing structure, the Respondent’s expectation of

return on equity, and why this strategy is the most advantageous to the University.

 The University’s strong preference is that the Project is 100 % privately financed. Identify potential sources

of debt and equity for the Project. For each source, provide entity name, contact name, prior and existing

relationships with Respondents, and letter with a preliminary commitment to provide the required equity

funding.

 A description of development fees and expected investment returns.

D. Project Approach

The Respondent approach should include a narrative describing how the Respondent will plan and develop the

Bond Bread Site. The description should include:

 A summary of the vision and conceptual development for the Project. Concepts should describe an

innovative commercial space on ground floor that serves as a destination and comment on the potential for

a marketplace with eclectic foods and a wide variety of retail to achieve that goal.

 Description of the Site’s highest and best use.

 Description of methodology to collaboratively create a Development Plan with Howard.

 The mix, size (in gross and net square feet), and location of uses at the Project that maximizes value to the

University and the mix of units in residential components of the Project.

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BondBread.datarooms.com

 Concept for including key historical and aesthetic elements of existing Bond Bread and WRECO garage

buildings as required by Federal and District Laws and Regulations.

Respondent must outline a clear approach to working within the historical, planning and zoning, and

environmental constraints of the Bond Bread Site. Responses should include:

 Approach to assessing and mitigating environmental hazards and meeting legal and regulatory

requirements related to cleanup

 Approach to conforming to all relevant DC zoning, historical designation, and the Duke Plan.

 Approach to entitlement, including a response to Howard’s plan to seek further processing of the Campus

Master Plan to allow for an updated development at the Site and preferred paths to addressing the

covenants applied to the parcel conveyed by the District.

Howard has a commitment to providing affordable units in its development projects. Provide an approach to

meeting or exceeding District requirements for affordable housing and making units available to members of

the Howard community.

Howard may be interested in participating as a partial investor in the project. Provide an approach to

collaborating with Howard to create an innovative joint venture entity.

Howard is wiling to enter into a 99 year ground lease , but strongly prefer shorter terms. Describe an

approach to ground leases and your willingness to enter into a shorter term agreement.

Responses shall include conceptual site plan drawings which demonstrate the integration of historic features

with the highest and best use of the existing building (8.5” x11” conceptual drawings)

For teams with multiple firms, include a description of how the Project will be managed and which firm will

serve as Howard’s primary point of contact.

E. Community Relations Plan

Respondents should identify their plan to maintain good relations with all involved parties (including the

University, ANCs, District of Columbia Government, and surrounding community) throughout the duration of

the Project. The Selected Developer will be required to coordinate with various University stakeholders

including, but not limited to, the Office of External Affairs. Respondents should identify local market

knowledge and a community relations strategy applicable to the District of Columbia.

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PAGE LIMIT

Cover Letter One (1) page

Team Qualifications Ten (10) pages

Financial Capability Five (5) pages

Project Approach Fifteen (15) pages

Community Relations Plan Four (4) pages

Appendices (Resumes and relevant information not required in the sections above) No page limitation

Previous community relations experience should be identified, including any relationships with governmental

entities or community organizations on similar projects. In particular, discuss any projects that were executed

on public or university land, and focus on those located in DC.

F. General Requirements

Respondents interested in the Project should provide straightforward, concise information that satisfies the requirements noted below. Brevity is appreciated and all SOQs should conform to the following requirements:

 Four hard copies and one electronic copy must be submitted. Hard copies should be prepared on 8.5 x 11- inch paper, though oversized drawings may be folded into an 8.5 x 11 size;

 Text portions of the electronic copy of the SOQ must be in a searchable format;

 All financial information (including budgets) included within a SOQ must be submitted in Microsoft Excel with fully functional formulas;

 Any submitted SOQ shall remain a valid SOQ for 6 months after the SOQ due date;

 All documentation submitted with the SOQ should be contained in a single volume;

 Typeface shall be no smaller than 11 point and margins shall be no less than one inch; and,

 Expensive bindings, color displays and the like are not necessary.

 Extraneous marketing materials are discouraged.

SOQ should follow the format below and should not exceed the following page limitations:

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Selection

A. Selection Process

The Selected Developer will be chosen by the University, as advised by a committee of experts established by the University. SOQs will be evaluated based on their technical merit and associated risk ratings, based on the factors below. Once the University has completed the review of the SOQs, at Howard’s sole discretion, it may:

I. Identify a short-list of Respondents that will be required to make an oral presentation to the University

II. Select one Respondent for the exclusive negotiation;

III. Issue an RFP to a short list of qualified Respondents requesting notional price and program proposals; and/or

IV. Disregard all SOQs.

The University does not intend to meet with Respondents

regarding revisions to their SOQs but may contact Respondents

to clarify certain aspects of their SOQs or to correct clerical errors.

The relative strengths, deficiencies, weaknesses, and risks of

each SOQ will be evaluated.

The Respondent to be selected for exclusive negotiation will be

that Respondent whose SOQ, or subsequent notional proposal

should the University issue an RFP, provides the best overall

value to the University and is determined to be most

advantageous to the University; provided, however, that Howard

may at its option, and without any liability, choose to reject any

and all SOQs and/or proposals or cancel solicitation or award

completely without a requirement for justification

In the event the Selected Developer and the University are

unable to come to an agreement on development, Howard

reserves the right to award the project to the next most-qualified

bidder.

B. Evaluation Factors

Respondents will be evaluated based upon the evaluation factors listed below. The evaluation factors are listed in

descending order of importance with the first having the most weight and each of the following evaluation factors having equal or lesser weight than the one preceding it.

C. Presentations

Respondents may be required to make oral presentations after

submittal of written SOQs to exhibit their understanding of the

solicitation requirements. During the SOQ evaluation process, the

University may submit written questions to the Respondents. The

University will retain responses in its official file as a historical record of

the presentation slides and responses to University questions.

D. Post-Selection

The Selected Developer and University will negotiate an Exclusive

Rights Agreements (ERA) detailing the leasing and development of the

Project.

The Selected Developer will be required to work with Howard to craft a

detailed development plan reflecting the development concept that

incorporates developer-obtained community feedback and reflects the

University’s goals. Howard and the Selected Developer will negotiate a

Ground Lease or similar transaction document. This transaction

document shall include relevant characteristics of the development,

and define all terms and conditions, schedules, and financial

arrangements between the parties.

Factor 1 Qualifications, Experience, and Past Performance

Factor 2 Project Approach

Factor 3 Financial Capability and Approach

Factor 4 Community Relations

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RFQ Schedule

Bond Bread Site Redevelopment Process and Schedule

Release of RFQ September 29, 2017

Pre-Response Conference

A non-mandatory Pre-Response

Conference will be held via WebEx.

October 17, 2017 10:00am

-11:00am EDT

Site Visit

Grounds are accessible to public. Building

tours will be available between 10am and

6pm. Visitors will enter the buildings at

their own risk.

October 17~19, 2017

10:00am-11:00am EDT

Deadline for Written Questions

Questions may be submitted at any time

through this deadline

November 7, 2017

3:00pm EST

University Reponses to Written Questions

Questions and responses will be available

to all Respondents via https://

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November 14, 2017

SOQ Due Date

Four hard copies and one electronic copy of

SOQs must be submitted.

November 21, 2017

3:00pm EST

Post—RFQ Process

Selection / Board Approval

Review SOQs, obtain Board approval of

Selected Developer

Negotiate ERA

Negotiate Exclusive Rights Agreement

Craft Development Plan

Collaborate with Howard Staff and

community to create a development plan

Obtain Board Approval

Obtain Board approval of development plan

Execute Ground Lease

Negotiate and execute Ground Lease

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Terms & Conditions

Disclaimer

Notwithstanding anything contained in this RFQ, neither Howard nor any of its

trustees, officers, employees, attorneys or consultants (collectively its “Agents”) shall

be deemed to make or have made any representation or warranties, express or

implied, regarding the accuracy or completeness of any statements or other

information contained in or attached to this RFQ (including, without limitation, any

representation or warranties as to the condition of the Site or the suitability of the Site

for any purpose). Respondents to this RFQ may not rely on any statements or

information provided by Howard or its Agents, and shall be responsible for satisfying

themselves as to the reliability, accuracy and/or completeness of each such statement

and information and ascertaining all conditions that affect or might affect its

proposed Project.

University Property Rights

The University requires that programmatic and standard-based requirements will be

defined in the planning phase. All designs and plans that are produced by the

Respondent as part of the Project will become the property of the University whether

or not the Respondent is retained to continue beyond the submission stage of the

Project.

Amendments to this RFQ

This RFQ may be amended by formal amendment, document, letter, or email. If this

RFQ is amended, then all terms and conditions that are not amended remain

unchanged.

As-Is Condition

Howard makes no representations, warranties or guarantees concerning any

conditions at the Site (including, without limitation, the presence or possible presence

of hazardous materials or substances). The Site is being offered in an “as-is, where-is”

condition, and the Master Developer will be solely responsible for obtaining, at its sole

cost, all appraisals, surveys, legal descriptions, permits, zoning appeals and approvals,

engineering and environmental studies and the like, as may be necessary for the

design, development, construction and operation of the Project.

Authorizations by Submission of SOQ

Any and all information provided by a Respondent may be used by the University to

conduct credit and background checks. The University is authorized to contact the

individuals listed by the Respondent in the project examples for purposes of

discussing the Respondent’s performance.

Disclosure of Respondent’s Response

This Request for Qualifications specifies the format, required information, and general

content of SOQs submitted in response to this RFQ. The University will not disclose

any portions of the SOQs prior to contract award to anyone outside the University

other than the University’s administrative staff and counsel, representatives of the

State or Federal Government, if required, and the members of the committee

evaluating the SOQs and its advisors. After a contract is awarded in whole or in part, the

University shall have the right to duplicate, use, or disclose all SOQ data submitted by

Respondents in response to this RFQ as a matter of public record.

Restrictions on Communications with University Staff

From the issue date of this RFQ until a Master Developer is chosen and a contract award

is made, Respondents are not allowed to communicate about the subject of the RFQ with

any University administrators, faculty, staff, or members of the Board of Trustees or

advisors except the Designated Point of Contact. If violation of this provision occurs, the

University reserves the right to reject the Respondent’s SOQ.

Teaming Arrangements and Special Purpose Entities

Multiple Team Members may form a joint venture for the purpose of submitting a SOQ in

response to this RFQ. A special purpose entity may be created for the purpose of

submitting a SOQ. The University may require that financial and performance

guarantees be provided by Team Members. Team members of one Respondent may

participate as Team Members of another Respondent (so long as each affected

Respondent gives its consent).

Team Composition

A Respondent may not change the composition of its proposed development team

unless it has given Howard prior written notice of the proposed change. In addition, a

Respondent must provide any financial or other materials requested by Howard to

evaluate the newly proposed composition of the Respondent. Howard reserves the right,

in its sole discretion, to reevaluate the proposed change in composition and to eliminate

the team from further consideration (or to revoke the selection of the Respondent). The

Master Developer must receive Howard’s written approval before changing its team’s

composition; otherwise the Master Developer will be disqualified.

Hold Harmless

By participating in this RFQ process, each Respondent agrees to indemnify and hold

harmless the University and its officers, employees, contractors, trustees and advisors

from and against any and all real estate and other brokerage fees or commissions,

finder’s fees, and any other forms of compensation related in any way to activities

undertaken by any person as a result of such person’s efforts towards and/or

participation in this RFQ process or the submission by such person of a SOQ, and

liabilities, losses, costs, and expenses (including reasonable attorney’s fees and

expenses) incurred by any indemnified party as a result of, or in connection with, any

claim asserted or arising as a result of, or in connection, with this RFQ process. This

includes any and all activities related to the University’s exclusive negotiations with the

Master Developer.

Organizational Conflicts of Interest

When submitting and signing a SOQ, a Respondent is certifying that no actual, apparent

or potential conflict of interest exists between the interests of the University and the

interests of the Respondent. A conflict of interest (whether contractual, financial,

25

organizational or otherwise) exists when any individual, contractor, or

subcontractor has a direct or indirect interest because of a financial or pecuniary

interest, gift, legal proceeding for or against the University, or other activities or

relationships with other persons (including business, familial or household

relationships) and is thus unable to render or is impeded from rendering impartial

assistance or advice, has impaired objectivity in performing the proposed work, or

has an unfair competitive advantage.

Cost of Preparing SOQ

Costs for developing the SOQs and any subsequent activities prior to contract

award are solely the responsibility of the Respondents. The University will provide

no reimbursement for such costs.

Attorney’s Fees

In the event that either party deems it necessary to take legal action in connection

with the transaction contemplated by this RFQ, and in the event that the

University prevails, the Master Developer agrees to pay all expenses of such action,

including attorneys' fees and costs at all stages of litigation.

Code of Ethics and Conduct

It is the policy of the University to conduct itself with the highest degree of

integrity and honesty in all of its dealings. To further this process, its Board of

Trustees has adopted a Code of Ethics and Conduct (the “Code”) that contains a

set of guiding principles and responsibilities governing all members of the Howard

Community. Members of the Howard community (“Howard Community”) include

all Howard employees, corporate officers, and trustees, and the immediate families

and close personal acquaintances of the foregoing. Certain provisions of the Code

deal with the relationship of the Howard Community with those seeking to do

business with the University. In general, the Code prohibits any member of the

Howard Community from receiving or soliciting anything of value in return for

influencing or exercising his or her discretion in a particular way. In addition, no

member of the Howard Community may receive or solicit anything of value

because of any official act performed or to be performed by such an individual.

If a Respondent or the Master Developer violates or facilitates a violation of this

policy, it will not be considered an appropriate party to undertake the Project and

may also be disqualified from doing business with the University in the future.

Such a decision will rest within the University’s sole discretion and may be made on

any basis that the University deems appropriate under the circumstances.

Civil Rights

It is the policy of the University to provide an environment for its students, faculty

and administrative employees that is free from illegal discrimination, intrusion,

intimidation, or exploitation. Therefore, the University will not tolerate any illegal

treatment of a member of Howard Community that is based on race, color, religion,

national origin, sex (including sexual harassment), age, marital status, personal

appearance, sexual orientation, family responsibilities, disability, matriculation, political

affiliation, or on any other classification that is prohibited by law.

All individuals who come onto the property of the University, or who enter property where

the University conducts its business (“University Property”) are expected to conform to this

policy. Respondents will be held responsible for the actions of their employees, officers,

principals, consultants, and agents while on University Property. The University reserves

the right to take all appropriate remedial measures to impose sanctions and to mitigate

against the recurrence of any violation of this policy. In such an event, the University may

bar culpable individuals from University Property. In addition, in lieu of taking such action,

the University may conclude that the Respondent is not an appropriate party to undertake

the Project and may disqualify the Respondent from doing business with the University in

the future. Such decisions will rest within the University’s sole discretion and may be made

on any basis that the University deems appropriate under the circumstances.

Representations and Warranties of Respondents

By submitting a SOQ in response to this RFQ, the Respondent warrants and represents that

(i) if awarded the contract, it will not engage in illegal discrimination in any employment

action on the basis of race, religion, color, gender, sexual orientation, age, national origin,

or on any other basis proscribed by Federal law or the law of the District and (ii) that it has

not offered or given anything of value to any member of the Howard Community in return

for such party’s influencing or exercising his or her discretion in a particular way or

performing any official act.

SOQ Addenda and Rules for Withdrawal

Prior to the date specified for receipt of offers, a submitted SOQ may be withdrawn by

submitting a written request for its withdrawal to the Designated Point of Contact, signed

by the Respondent. Unless requested by the University, the University will not accept

revisions, or alterations to SOQs after the SOQ due date. The University reserves the right

to reject all submittals for any reason. Each firm responding will be notified whether its

submittal is to be shortlisted.

General Conditions

Howard reserves the following specific rights, without limitation, with respect to SOQs:

 The right to waive any irregularities or technical difficulties in the SOQ process.

 The right to reject any SOQ that the University deems incomplete or unresponsive and the right to remove the Site from the market and reject all SOQs.

 The right to afford unsuccessful Respondents an opportunity to enter into backup contracts in an order of priority determined by the University in its sole discretion.

 The right to re-offer the Site if the University elects not to accept any SOQ.

 The right to select a developer whose response may or may not result in the highest return to the University.

 The right to withdraw the RFQ and instead solicit a broader group of developers.

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Appendix A. Cover Letter

SOQ SUBMITTED IN RESPONSE TO Howard University Bond Bread Site Redevelopment Project Response to RFQ HU-BB-01 Mr. Anthony Freeman

c/o Ms. Michelle Lockley Real Estate and Asset Management Howard University 2244 10th Street, N.W. Suite 402 Washington, D.C. 20059 In accordance with your request for qualifications (RFQ) Number #HU-BB-01, the undersigned, having due authority to submit

the following SOQ with four hard copies and one electronic copy, hereby acknowledges that the terms and conditions under

which Howard University seeks to contract services have been fully read and understood. The firm, its employees and agents,

can and do agree to meet all requirements contained in this RFQ (unless stipulated in the response) and confirm that the

proposed work contained in this response meets the conditions set out in the RFQ.

We hereby certify that in preparing this response we have not been assisted by any current or former employee or agent of

Howard University whose duties relate to this SOQ, other than providing information in response to written requests. No such

individual or his/her immediate family has any financial interest in the outcome of this SOQ.

The University is hereby authorized to request from any individual any pertinent information deemed necessary to verify

information regarding capacity of the firm for purposes of determining responsiveness of the SOQ, or responsibility of the firm

as a prospective contractor.

Corporate Name: __________________________________________________ Corporate Address: __________________________________________________

__________________________________________________ __________________________________________________

Phone ( ) – Fax ( ) – Email: Corporate Entity Type, State Registered _____________________________________ Employer Identification Number­­ _____________________________________

27

Howard University is transforming its administrative, academic,

financial structures to address the needs of its students in the 21st

century. A key pillar of the universities planned improvements rely

on diverse, predictable revenue stream, in part funded by Howard’s

significant, valuable real estate holdings. The University is currently

executing a real estate strategy to capture value from its assets,

largely by partnering with private sector parties. To protect

university interests and set expectations with potential partners

Howard developed the guiding principles below for negotiating

with real estate development entities.

Planning and development approach

- Parties jointly recognize and promote that this effort builds upon

the University’s new and evolving model for University

Development

- Planning/Development Partner commits to delivering on HU’s

vision represented in the Campus Master Plan as well as any

emerging HU vision, objectives, and strategy for the subject area

and corridor

- Planning/Development Partner to present options and

opportunities for consideration by HU. HU has final approval over

the final development plan for the subject area

- A cohesive approach to optimize value -- HU branding and

programmatic integration to be prominent throughout the subject

area and corridor

- Dedicated Pre Development team consisting of Planning/

Development Partner and HU representatives to collaborate on the

development plan prior to HU approval

Timing and risk sharing

- HU prefers to receive fair market value (FMV) upfront and require

Planning/Development Partner to assume all market and

development risk

- HU wants to simplify the requirements for managing, monitoring,

Appendix B. Howard’s Development Guidelines

and administering its economic interest over the life of the

ground lease, therefore overly complex deal structures,

ownership structures, and participation are discouraged

Economic value to Howard

- HU must obtain FMV for the ground lease supporting all

development

- HU must receive additional value/benefits in exchange for any

sole-sourced/non-competitive transaction (e.g., premium pricing,

ancillary profit opportunities, etc.)

- HU must safeguard the integrity of any sole source transaction

by protecting against windfall profits through gross revenue

participation and participation in liquidity events

- HU provides NO direct or indirect economic subsidy towards the

construction and operation of any commercial development

components

Link to Howard mission and values

- Planning/Development Partner must demonstrate diversity on

the development team

- Planning/Development Partner must demonstrate a

commitment to coordinated community engagement in

conjunction with HU

- Planning/Development Partner must demonstrate a

commitment to Inclusionary Zoning and/or other HU oriented

housing programs that promote affordability

- Planning/Development Partner to collaborate with HU on

potential acquisition and development opportunities that are

strategic and economically feasible

- Development proposals must have a linkage to and create

sustainable value to HU’s academic mission (e.g., enhances

opportunities and quality of life for HU students, faculty, staff,

and brand)

Additional information is available at

Anthony Freeman

Real Estate Executive, Senior Advisor to the President

AVP, Real Estate Development and Capital Asset Management

Derrek Niec-Williams

Executive Director

Campus Planning, Architecture and Development

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