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OGC #180514 3189730_5 Page 1 of 26
REQUEST FOR DEVELOPER QUALIFICATIONS AND
DEVELOPMENT CONCEPT FOR
Sale and/or Master Development and Sale of approximately 300 Acres
of Land bisected by
Buffalo Speedway and Willowbend Boulevard, Houston, Texas
RFQ No.: REO 04-20-2018 UT System
April 20, 2018
RESPONSES TO THIS RFQ ARE DUE BY 5:00 P.M. CENTRAL TIME
MAY 21, 2018
Issued by:
The University of Texas System
Contact Information:
Kirk Tames
Executive Director of Real Estate
512-499-4333
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TABLE OF CONTENTS
Section 1 – General Information and
Requirements
1.1 Purpose
1.2 Background
1.3 Objectives
1.4 Central Houston
1.5 Description of the Land
1.6 Environmental Matters
1.7 Infrastructure for the Land and
Concept
1.8 No Use by UT System
1.9 Entitlements for the Land and
Concept
1.10 No Encumbrance
1.11 Antiquities and Cultural Resources
1.12 Real Property Taxes
1.13 Disclaimer
1.14 RFQ Process and Objectives
Section 2 – Requirements for Submittal
2.1 Criteria One: Respondent’s
Statement of Qualifications and
Availability to Undertake the Project
2.2 Criteria Two: Respondent’s Ability
to Develop the Project
2.3 Criteria Three: Project Respondent
Team’s Ability to Develop the
Project
2.4 Criteria Four: Respondent’s Past
Performance on Prior Comparable
Projects
2.5 Criteria Five: Respondent’s General
Approach to Development of the
Project and Implementing the
Concept
2.6 Criteria Six: Development Concept
Section 3 – Format for Submittal
3.1 General Instructions
3.2 Page Size, Binding, Dividers and
Tabs
3.3 Table of Contents
3.4 Pagination
Section 4 – Deadlines, Submittal
Requirements, and Selection Criteria
4.1 Pre-Submittal Conference
4.2 Submittal Deadline and
Requirements
4.3 Point of Contact
4.4 Clarifications and Interpretations
4.5 Form of Contract
4.6 Public Information
4.7 Evaluation of Qualifications
4.8 Acceptance of Evaluation
Methodology
4.9 Reservation of Rights
4.10 No Contract
4.11 Obligation to Update
4.12 No Brokers
4.13 Compliance
OGC #180514 3189730_5 Page 3 of 26
Section 5 – Tentative Schedule
Section 6 – Attachments to the RFQ
6.1: Site Plan of the Land
6.2: Aerial View of the Land Within Greater Houston
6.3: Map of Former Polymer Site
6.4: Waiver
Supplement 1: Plat Map of Land
Supplement 2: Plat Map of the Land with Environmental Features
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REQUEST FOR DEVELOPER QUALIFICATIONS AND DEVELOPMENT CONCEPT FOR
The University of Texas System
Master Development and Sale of Land in Houston, Texas
RFQ No.: REO 04-20-2018 UT System
SECTION 1 – GENERAL INFORMATION & REQUIREMENTS
1.1 PURPOSE:
The University of Texas System (“UT System”) is soliciting statements of qualifications
(“Qualifications”) and intended use (“Use”) or one or more proposed development
Concept(s) (as defined in Section 2.6.1) for selection of a respondent (“Respondent”) to
this Request for Qualifications for the sale or planning, development of infrastructure and
sale of slightly over 300 acres of mostly vacant property, north of Holmes Road, and
bisected by Buffalo Speedway and Willowbend Boulevard in Houston, Harris County,
Texas, (“Land”) in accordance with the terms, conditions, and requirements set forth in
this Request for Qualifications (“RFQ”). A Respondent may either be an owner or user
wishing to purchase a significant portion or all of the Land for the Use, or a real property
developer who would plan, extend infrastructure and then purchase all or a significant
portion of the Land over time for development, also referred herein as (“Master
Developer”). UT System intends to attract consideration of this request for qualifications
by nationally or regionally recognized real property owner/user or developer Respondents
who possess a sound financial capacity and, if applicable, a history of developing
successful projects similar to the Use or market-driven, long-term, multi-phase commercial
projects. (See Section 4.7 for a detailed list of distinguishing characteristics for the
preferred Respondents). Respondents who propose to develop infrastructure and buy tracts
of the Land should align their development Concepts with market demand balanced with
responsible land use and improvements.
1.2 BACKGROUND:
The University of Texas System Administration functions as the headquarter component
serving the academic and health institutions of The University of Texas System. It
includes managerial, oversight, business, legal, accounting and other administrative
functions. UT System is directing this RFQ process.
In November of 2015, the Board of Regents of The University of Texas System authorized
the purchase of approximately 332 acres in southwest Houston for future mission use. The
Board of Regents of The University of Texas System (“Owner”) has acquired
approximately 301 acres of this property and has another approximately four acres under
contract that is expected to close in late 2018.
UT System commissioned a blue-ribbon task force, which envisioned a data research
campus for the property. However, external forces led to the cancellation of the project.
UT System now plans to sell the Land pursuant to this RFQ.
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1.3 OBJECTIVES: The University of Texas System seeks to maximize the value to Owner
from sale of the Land. Sale proceeds to Owner from the Land may benefit the programs at
The University of Texas System’s institutions.
Due to the size of the tract and the range of potential uses the Land may accommodate, the
owner expresses the intent to contract with either a single Respondent for all of the Land
or multiple Respondents each for major portions of the Land. UT System hopes to select
a Respondent(s), who may be owners or Master Developer(s) to enter into agreements to
either purchase, or plan, develop, and purchase tracts out of the Land. The Master
Developer would develop the Land in accordance with the agreement and a mutually-
agreed development Concept. The Master Developer shall be responsible for the
construction of infrastructure on the Land to serve the tracts it purchases.
In pursuing the selection of one or more Respondents, UT System has the following
objectives:
1.3.1 MAXIMUM VALUE TO OWNER: Owner wishes to maximize the value of the
Land. As a perpetual institution, UT System can be deliberate in its approach to
the sale and/or development and sale of the Land. Owner wishes for the sale of all
or a portion of the Land to generate the maximum financial return to Owner. If
applicable. Owner hopes the nature of any infrastructure and vertical
improvements developed by a selected Respondent owner or master Developer or
other parties selected by the Master Developer increase the value of Owner’s then
remaining Land.
1.3.2 COLLABORATIVE EFFORT: If a Master Developer is selected, UT System will
collaborate with a Master Developer to implement the Concept and for the
development of the Land by the Master Developer to increase income to UT System
and the overall value of the Land. UT System is not authorized by the Board to
lease back any improvements that may be built on the Land. UT System may but
is not required to collaborate with the Master Developer regarding development
matters. The Master Developer(s) will improve the Land with infrastructure, and
directly or through others construct building(s) (collectively, the “Project”). The
development of the Project shall be pursuant to the Concept and agreements
between the parties.
1.3.3 MARKET-DRIVEN DEVELOPMENT: If a Respondent submits a Concept, it
should meet market demand while creating a compelling environment for its users.
Owner does not require any specific uses on the Land. UT System does not
anticipate having any presence on the Land.
1.3.4 ALL CASH FUNDING: Respondent should be prepared to fund the full cost of
the purchase of Land, and all aspects of the Project directly or through third parties.
The successful Respondent may seek public moneys for public infrastructure for
the Use or public infrastructure for the Project, including but not limited to the use
of funds from Harris County Improvement District #12 to defray the cost of
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infrastructure. UT System shall not incur or be obligated for any additional
operating costs or capital costs, either in the short or long run, as a result of any
transaction(s) arising out of this RFQ. All contracts for the design, construction
and operation of the Project will be between the Respondent and its contractors.
Neither the Owner nor UT System will be a party to contracts for design,
construction or operation of the Project. NOTWITHSTANDING THE ABOVE, AS
AN AGENCY OF THE STATE OF TEXAS, OWNER MAY NOT PROVIDE, OR BE
OBLIGATED FOR FINANCING FOR THE LAND OR ANY PART OF THE
PROJECT, INCLUDING, INFRASTRUCTURE OR OTHER IMPROVEMENTS.
OWNER MAY NOT ENTER INTO A PARTNERSHIP OR JOINT VENTURE IN
ANY FORM.
1.4 CENTRAL HOUSTON:
Houston is a dynamic city located in southeast Texas and has grown to be the fourth largest
metropolitan area in the United States. It is located at the intersection of Interstate
Highways 10, 45 and 69. The central part of Houston is ringed by Interstate Highway Loop
610; Outer rings include Beltway 8, and State Highway 99. Known for its large port and
as the energy capital of the world, Houston also is home to the Texas Medical Center and
the Johnson Space Center. Houston captures all facets of the petroleum and gas energy
industry, including exploration, production, distribution, equipment manufacturing, and
downstream petrochemical manufacturing. Over 25 Fortune 500 companies are based in
Houston, most related to some aspect of the energy industry. The City of Houston and
outlying areas continue to grow. Its population and is now approximately 2.2 million; the
population of the Houston metropolitan statistical area is now approximately 6 million.
Due to its port and its global economy, Houston is also one of the most diverse major cities
in the United States.
The land is located near Loop 610 and is convenient to Rice University, the Texas Medical
Center, The Astrodome/NRG Stadium complex, and the University of Houston. The Land
may be the largest contiguous developable property in the central part of Houston. Nearby
commercial nodes include the Galleria/West Loop area; Greenway Plaza; and the Texas
Medical Center. With over 11,000 patient beds and multiple clinical, research and medical
educational institutions including The University of Texas M. D. Anderson Cancer Center,
Baylor College of Medicine, The University of Texas Health Science Center at Houston,
and Methodist Hospital, the Texas Medical Center is the largest concentration of medical
care, education and research in the world. Notably, only non-profit entities are allowed to
locate within the boundaries of the district.
The Land is located within a reasonable distance of residential neighborhoods containing
varying housing options and income levels.
The immediate area has historically been industrial in character, with heavier uses
generally located south of Holmes Road and light industrial more generally located north
of Holmes Road. More recently, the proximity of the area to the Texas Medical Center
OGC #180514 3189730_5 Page 7 of 26
and other employment centers has spurred the development of multi-family apartment
complexes and townhouses north of Holmes Road.
Developed areas south of Holmes Road are primarily single-family residential
neighborhoods. The recent extension of Buffalo Speedway south of Holmes Road has
opened a considerable area south of the Land for potential future development.
1.5 DESCRIPTION OF THE LAND:
The Land is irregular in shape and is bisected by Buffalo Speedway, a major north-south
arterial, and Willowbend Boulevard which extends west of Buffalo Speedway. The Land
is bounded on the south by the Union Pacific Railroad right of way, adjacent to Holmes
Road (“UPRR”). On the north, portions of the land are bounded by Grand Fountains Drive.
There is a small outparcel bounded by West Bellfort Avenue. Almost all of the Land is
vacant but contains the remnants of past oil production. All production on the Land ceased
in the 1960’s. Wells were capped at that time. There are former tanks associated with
production that remain on site.
Owner is under contract to acquire a small industrial building located between Holmes
Road and Willowbend Boulevard with an anticipated closing date in late 2018. There is a
cell tower under a long term ground lease adjacent to the building.
1.5.1 Cell Tower: A small parcel between Willowbend Boulevard and the UPRR is
encumbered by a cellular communications tower. Owner may be able to obtain an
agreement to relocate the tower to another location within the Land; however, such
relocation would be at no cost to the cell tower operator.
1.5.2 Subdivisions: Large portions of the Land are subdivided; however, no
infrastructure was ever built. Owner anticipates that, if selected, a Master
Developer will re-plat the subdivisions into development reserves for future
platting into usable lots.
1.5.3 Physical characteristics are depicted in various attachments and supplements
including:
6.1: Site Plan of the Land
6.2: Aerial View of the Land Within Greater Houston
6.3: Map of Former Polymer Site
Supplement 1: Plat Map of Land
Supplement 2: Plat Map of the Land with Environmental Features
1.5.4 The City of Houston Master Thoroughfare Plan may be found at https://www.houstontx.gov/planning/transportation/MTFPMap/MTFP_Map16.pdf
1.6 ENVIRONMENTAL MATTERS:
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1.6.1 Wetlands: Portions of the Land contain wetlands. Owner, through its consultants,
has provided a wetlands delineation to the U. S. Army Corps of Engineers seeking
a determination that the wetlands are not jurisdictional. Owner anticipates a
determination on or before 2019.
1.6.2 Texas Railroad Commission Voluntary Clean-up Plans: Parts of the Land were a
part of the Pierce Junction oil field, which was a shallow oil-containing salt-dome
discovered in 1921. The Land lies outside the dome itself, and contained working
wells generally through the 1960’s, when Texas Railroad Commission (“TRRC”)
documents indicate the wells on the Land were abandoned and capped. Portions
of the property, located in the northeast portion of the land known as Tract A, and
the northwest portion of the land known as Tract C, benefit from completed
voluntary clean-up plans (“VCP”). Owner has filed VCP’s with the TRRC for the
balance of the Land. Owner anticipates that it will at its cost remediate certain areas
that were former oil field well tank sites. Owner anticipates that the VCP’s will
result in covenants that restrict ground water use, but not surface uses. Owner
anticipates that the regulatory process will be completed and covenants put in place
by 2021.
1.6.3 Texas Commission on Environmental Quality Voluntary Clean-up Plan: An
approximately four-acre portion of the Land, located in the north central part of the
portion of the Land known as Tract D and as depicted in Attachment 6.3, was
formerly a polymer production and storage site. Owner has filed a VCP with the
Texas Commission on Environmental Quality to effectuate the clean-up and
remediation of the affected portion of the Land. Owner anticipates that the VCP
will result in covenants that restrict ground water use and limit surface uses to non-
residential commercial uses for that portion of the Land. Owner anticipates that the
regulatory process will be completed and covenants put in place by 2021.
1.7 INFRASTRUCTURE FOR THE LAND AND CONCEPT:
1.7.1 The Land lies within Harris County Improvement District #12 (“HCID”), and
comprises the overwhelming majority of the district. This district allows for a
portion of the increases in assessed value to be used to pay for the expansion of
infrastructure within the district. Master Developer may access this funding to
defray the expansion of utilities and infrastructure on the Land.
1.7.2 Water Utilities: A 24” diameter water main is located in the Buffalo Speedway
right-of-way. 12” diameter water lines are located along Willowbend Boulevard
and Grand Fountains Drive. Most of the capacity of this water infrastructure is not
allocated for use by other property. HCID may be used as a vehicle to defray the
cost of distributing water lines throughout the Land.
1.7.3 Sanitary Sewer: An existing interim sanitary sewer located on the northwest edge
of the land provides immediate capacity to serve a portion of the Land. There is
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an existing gravity sanitary trunk line extending in the Buffalo Speedway right of
way to Holmes Road; this trunk line varies from 12” to 27” diameter. There are
existing gravity sanitary lines along both Willowbend Boulevard and Grand
Fountains Drive. The City of Houston is extending a 42” gravity sanitary sewer
main down Holmes Road that will serve the Land and other property. The segment
from Kirby Road to Knight Road is expected to begin construction shortly.
Pursuant to existing agreements, the Improvement District is paying for a portion
of the cost of the extension of the sanitary main, using money provided by the
previous property owner; the City is responsible for the balance of the costs. HCID
may be used as a vehicle to defray the cost of distributing sanitary sewer facilities
throughout the Land.
1.7.4 Storm Water: The property is located within the Braes Bayou watershed. Storm
water flows northwest through a box culvert beneath Buffalo Speedway into an on-
site detention pond west of Buffalo Speedway before flowing off of the Land. This
system serves certain adjacent off-site property and currently has capacity to serve
a small portion of the Land. The existing facility will need to be expanded or
supplemented and additional facilities built east of Buffalo Speedway to
accommodate full build-out of the Land. HCID may be used as a vehicle to defray
the cost of increasing storm water capacity and distributing storm water facilities
throughout the Land.
1.7.5 Buffalo Speedway Overpass: The City of Houston plans to connect Buffalo
Speedway located through the Land with a recently-built segment located south of
Holmes Road by way of a bridge over Holmes Road and the UPRR tracks. Once
this bridge is built, Buffalo Speedway will be continuous from Westheimer Road
in central Houston to Fuqua Street near Beltway 8. Houston’s Master Thoroughfare
Plan calls for the eventual extension of Buffalo Speedway to Beltway 8.
1.7.6 Metro Rail: Owner has held preliminary discussions with Metro regarding the
possibility that Metro would extend light rail service through the property into Fort
Bend County. If implemented, such service would provide additional access to the
Southwestern suburbs, Texas Medical Center and Downtown Houston.
Nevertheless, the exact nature of the connectivity, timing, and certainty of
connection are not known at this time.
1.7.7 Infrastructure to be Confirmed: Respondent is responsible for confirming the
location and adequacy of capacity of all utilities and infrastructure serving the Land
to accommodate the Use or the Concept. The selected Respondent may need to
obtain additional utility service or utility capacity from the City of Houston and
other utility providers. Any and all utility rights, extensions, capacity rights, and
fees necessary for the Use or development of the Concept will need to be obtained
by the selected Respondent. All or a portion of the costs of extending and
distributing public infrastructure and utilities to and through the Land may be
partially or completely defrayed by the HCID.
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1.8 NO USE BY UT SYSTEM:
1.8.1 The Board of Regents has not authorized the development, construction or lease of
any facility or the implementation of any program on the Land. MASTER
DEVELOPER SHOULD NOT RELY ON NOR EXPECT ANY PROGRAM OR
PRESENCE ON THE LAND BY THE UNIVERSITY OF TEXAS SYSTEM.
1.9 ENTITLEMENTS FOR THE LAND AND CONCEPT:
1.9.1 Although Owner is a State agency and is not subject to local jurisdiction, UT
System will require that the Respondent obtain permits and entitlements required
by the City of Houston and other applicable governing authorities for the Master
Developer’s proposed development. Any and all entitlements necessary for the Use
or Concept, including permitting, zoning, platting, and site plan approvals, will
need to be obtained by the successful Respondent at its sole cost. Provided, certain
entitlement expenses may be reimbursable by the HCID. Notwithstanding the
above, UT System will not waive its exemptions from local jurisdiction in the event
there are future uses that are related to its mission.
1.10 NO ENCUMBRANCE:
Owner forbids the encumbering, through deed of trust, mortgage, or otherwise, of Owner’s
fee interest in the Land or any part thereof.
1.11 ANTIQUITIES AND CULTURAL RESOURCES:
The Land may contain antiquities and cultural resources that may affect its development.
The successful Respondent will comply with any applicable federal, state, or local cultural
resource requirements, including historic designations.
1.12 REAL PROPERTY TAXES:
The Land is currently exempt from real property taxes due to Owner’s status and use of the
Land; however, Owner’s exemption is not transferable. Real property owned by others or
used for other purposes is not exempt from real property taxes. Accordingly, Respondents
should expect that upon the transfer of title to land both land and any improvements are
likely to be taxed. The Respondent or its assigns will be responsible for all real property
taxes arising out of its development of or purchase of all or part the Land.
1.13 DISCLAIMER:
UT SYSTEM MAKES NO REPRESENTATIONS AS TO THE ACCURACY OF
ENTITLEMENTS, ACCESS RIGHTS, UTILITY INFORMATION, OR OTHER
INFORMATION ABOUT THE LAND PROVIDED HEREIN. RESPONDENT IS
RESPONSIBLE FOR VERIFYING ALL PERTINENT INFORMATION REGARDING THE
LAND AND ITS ABILITY TO ACCOMMODATE THE PROPOSED CONCEPT.
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1.14 RFQ PROCESS:
This RFQ is the first step in a two-step process for selecting one or more Respondent
purchaser(s) and/or Master Developer purchaser(s) that would have the right to plan,
develop infrastructure, re-subdivide and purchase lots within the Land. Interested
Respondents will prepare and submit Qualifications and the Use or if a Master Developer
the Concept in accordance with the requirements of this RFQ for consideration and initial
ranking by UT System. Based on a review and evaluation of all properly submitted
responses (see Section 4), UT System may select one or more of the Respondents to attend
interviews with UT System in the second step of the process to confirm the Qualifications
submitted and to answer additional questions. UT System will then rank the Respondents
in order to determine the most qualified Respondent(s). Respondents deemed most
qualified will be requested to respond to a separate request for proposal (“RFP”) regarding
the purchase of the Land or and/or the development of infrastructure, subdivision and
purchase of the Land.
Ultimately, UT System hopes to select one or more Respondents(s) to enter into
agreements to purchase tracts and/or to plan, develop, and purchase tracts out of the Land.
A Master Developer respondent would develop the Land in accordance with the agreement
and a mutually-agreed development Concept. Respondent’s Concept may consist of the
development of the complete Land, or development that includes only portions of the Land,
or the purchase of all or part of the Land for the Use. If selected, a Master Developer shall
be responsible for the planning and construction of infrastructure on the Land in accordance
with the Concept.
SECTION 2 – REQUIREMENTS FOR SUBMITTAL
Respondents should carefully read the information contained in the following criteria and
submit a complete statement of Qualifications and, if seeking to be a Master Developer, a
proposed Concept, answering all questions in Section 2 and formatted as directed in
Section 3. THE SUBMITTAL SHOULD RESTATE EACH OF THE
REQUIREMENTS IN THE SAME ORDER AS THEY APPEAR BELOW AND
PRESENT A CONCISE RESPONSE IMMEDIATELY FOLLOWING THE
STATED REQUIREMENT. RESPONDENTS WISHING TO PURCHASE ALL OR A
PORTION OF THE LAND (AND NOT BECOME A MASTER DEVELOPER) SHOULD
REPLY N/A TO QUESTIONS REGARDING DEVELOPMENT OF THE LAND, AND
SHOULD INSERT THE USE IN PLACE OF THE CONCEPT.
Each Respondent agrees that its submittal will be valid for acceptance for a minimum of
180 days after receipt by UT System. In the event that Respondent submits a proposal
pursuant to an RFP, the RFQ submittal shall remain valid for as long as the RFP remains
valid.
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(Maximum of two (2) printed pages per each question under each criteria) It is anticipated
that the magnitude of the Project may require the skills of consultants and contractors who
are not members of the Respondent’s in-house staff.
2.1 CRITERIA ONE: RESPONDENT’S STATEMENT OF QUALIFICATIONS AND
AVAILABILITY TO UNDERTAKE THE PROJECT/USE
2.1.1 Provide a statement of interest for the Project/Use. Respondent is requested to
include a narrative identifying the proposed project team and describing the
Respondent’s and the project team’s unique qualifications as they pertain to this
particular Project and the Concept. Identify the key team members for the Project
and demonstrate that the team members possess all of the skills needed for the
completion of the Project. Team members should include, at a minimum, expertise
in land planning, design, market analysis, financial analysis, development and
construction pertaining to the Concept.
2.1.2 Provide a statement detailing the availability and commitment of the Respondent,
its principal(s) and assigned professionals to undertake the Project/Use, including
financial resources.
2.1.3 Provide a Project organization chart, identifying key personnel and professional
designations of officers and employees of Respondent’s organization and of all
consultants and subcontractors proposed for the Project.
2.1.4 Provide a statement describing the Project team’s knowledge and experience with
the City of Houston land development code and ordinances, Texas land use laws,
and other applicable laws relevant to respondent’s ability to implement the Concept
and the Project. Please describe the Project team’s knowledge and experience with
long-term, multi-phase commercial development. Describe past experiences with
governmental, non-profit, or complex corporate entities.
2.2 CRITERIA TWO: RESPONDENT’S ABILITY TO DEVELOP THE PROJECT/USE
2.2.1 Provide the following information regarding Respondent:
▪ Legal name of the company
▪ Address of the office that will be providing services
▪ Firm size
▪ Firm History
▪ Officers
▪ Type of Entity (individual, partnership, corporation, joint venture, etc.)
2.2.2 Provide financial information to substantiate the Respondent’s financial stability
and ability to finance the Project/Use. Please identify the proposed capital structure
and financing sources for the Project/Use. Please list experience in the last three
years in financing similar projects. If a single purpose entity is proposed for the
OGC #180514 3189730_5 Page 13 of 26
Project, please provide a proposed guarantor entity, and financial information
regarding such guarantor.
2.2.3 Provide the resume of the Respondent. Include experience with similar projects.
2.2.4 If Respondent is currently for sale or involved in any transaction to expand, merge
with or to become acquired by another business entity, explain the potential impact
both in organizational and directional terms.
2.2.5 Provide details of any past or pending litigation, or claims filed, against the
Respondent that may affect its performance under a contract with the Owner or UT
System.
2.2.6 Identify any potential conflicts of interest, if any, and explain how any such
conflicts may be effectively managed.
2.2.7 Provide three third-party professional references for Respondent.
2.3 CRITERIA THREE: PROJECT RESPONDENT TEAM’S ABILITY TO DEVELOP THE
PROJECT/USE
2.3.1 Describe the proposed Project assignments for principals and key professional
members of Respondent and each consultant or subcontractor that will be involved
in the Project.
2.3.2 Provide resumes of the members of Respondent’s team, including each consultant
or contractor that will be involved in the Project. Include their experience with
similar projects, the number of years with the firm, and their city(s) of residence.
2.3.3 Describe the basis for the selection of the proposed consultants or contractors and
the specific role that each will play in this Project.
2.3.4 Identify any investors or other financing sources associated with the proposed
Project/Use and describe their role and commitment to the Project/Use.
2.3.5 Identify any potential conflicts of interest, if any, and explain how any such
conflicts may be effectively managed.
2.4 CRITERIA FOUR: RESPONDENT’S PAST PERFORMANCE ON PRIOR
COMPARABLE PROJECTS/USES
2.4.1 List a minimum of two and a maximum of five projects the Respondent has
undertaken that are most comparable to this Project/Use. List the projects in order
of relevance, with uses of similar scale and scope or large multi-phase commercial
development projects performed for or in association with public institutions first.
These projects should illustrate the successful large, multi-phase development of
OGC #180514 3189730_5 Page 14 of 26
private facilities in a coherent whole, and if possible on publicly-owned land.
Please include any significant projects completed by the Respondent using the same
team of proposed consultants and contractors, if any. Provide the following
information for each project listed:
a) Project name, location, and description
b) Color images (photographic or machine reproductions) or other graphic material
depicting the work
c) Project size in gross square feet and acres of land
d) Total project budget and budget per phase (if applicable)
e) Budget funding source – equity partner, primary lender, etc.
f) Total duration of project
g) Name and proven history of individual responsible for the overall project
h) Description of Respondent’s role in the project
i) Narrative description of the development process
j) Consultants and contractors, clearly describe the role of each for the project
k) Lead or anchor tenants
l) Market acceptance and economic success of the project
m) References (for each project listed above, identify the following):
▪ The project land owner’s name and representative who served as the day-to- day
owner’s liaison for the project, including telephone number
▪ Length of business relationship with the project land owner
UT System reserves the right to contact any other person or entity to seek a reference
for Respondent at any time during the RFQ/P process.
2.4.2 Identify a maximum of two (2) completed projects, of any type, for which
Respondent received an award for design excellence, market performance, or
sustainability from a recognized organization and provide descriptive information
for each.
2.5 CRITERIA FIVE: RESPONDENT’S GENERAL APPROACH TO DEVELOPMENT OF
THE PROJECT AND IMPLEMENTING THE CONCEPT/USE
2.5.1 Provide a list of the most pertinent considerations and challenges that must be
addressed in financing and developing the Project and implementing the
Use/Development Concept on the Land.
2.5.2 Provide a conceptual schedule for the Project or Use that indicates anticipated start
and completion dates for the most significant Project tasks.
2.5.3 Provide a description of transaction structure if Respondent anticipates leases or
sales to other developers for certain aspects of the Project or property types, or other
considerations regarding Respondent’s implementation of the Project and
Development Concept not covered elsewhere herein.
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2.6 CRITERIA SIX: DEVELOPMENT CONCEPT
2.6.1 Provide a development concept indicating how Respondent plans to develop the
Land and, to the extent applicable, develop any supporting public infrastructure
required (the “Development Concept” or the “Concept”). The Development
Concept should be in the form of a plan and associated narrative and a conceptual
schedule for implementing the Project. The Concept should provide an
understanding of Respondent’s vision for the Land, including the type and location
of proposed uses and improvements Respondent wishes to incorporate into the
Project. Identify the rationale for selecting the Concept, including how it relates to
the surrounding parts of Houston. Please identify the strengths and weaknesses of
the Concept.
2.6.2 The Concept should reflect current and anticipated future market conditions.
Provide a description of market forces affecting each use proposed in the Concept,
including issues of supply, demand, overall market conditions and trends, and
factors which could affect these or Respondent’s implementation of these,
including the character and location of the Land within Houston. Please state the
drivers of demand of each proposed use. Please state, in general, the Respondent’s
sources for market information.
2.6.3 Identify and describe required public infrastructure. Please discuss considerations
affecting each element of infrastructure proposed in the Concept, including any
issues of supply, regulatory requirements or barriers, and factors that could affect
these considerations or Respondents’ implementation of the infrastructure.
3 SECTION 3 – FORMAT FOR SUBMITTAL
3.1 GENERAL INSTRUCTIONS:
3.1.1 Prepare the qualifications and the Concept SIMPLY AND ECONOMICALLY,
providing a straightforward, CONCISE description of the Respondent's ability to
meet the requirements of this RFQ. Emphasis should be on the QUALITY,
completeness, clarity of content, and responsiveness to the requirements.
3.1.2 Carefully read the information contained in this RFQ and submit a complete
response to all requirements and questions as directed. Incomplete Qualifications
or Concept may be considered non-responsive and subject to rejection.
3.1.3 Qualifications, Concept and any other information submitted by Respondent in
response to this RFQ will be the property of UT System.
3.1.4 Qualifications, Uses and Concepts that are qualified with conditional clauses,
alterations, and items not called for in the RFQ documents, or irregularities of any
kind are subject to rejection.
OGC #180514 3189730_5 Page 16 of 26
3.1.5 UT System makes no representations of any kind that an award will be made as a
result of this RFQ, or subsequent RFP. UT System reserves the right to accept or
reject any or all Qualifications and Concepts, waive any formalities or minor
technical inconsistencies, or delete any item/requirements from this RFQ when
deemed to be in UT System’s best interest.
3.1.6 Failure to comply with all requirements contained in this Request for Qualifications
may result in the rejection of the Qualifications by UT System.
3.2 PAGE SIZE, BINDING, DIVIDERS, AND TABS:
3.2.1 Print qualifications on letter-size (8-1/2” x 11”) paper and assemble with bindings
or a binder. In addition, please provide an electronic copy in .pdf format on a flash
drive.
3.2.2 Do not include additional attachments with the Qualifications. Only the responses
provided by the Respondent to the questions identified in Section 2 of this RFQ
will be used by UT System for evaluation.
3.2.3 Separate and identify each criteria response to Section 2 of this RFQ by use of a
divider sheet with an integral tab for ready reference.
3.3 TABLE OF CONTENTS:
3.3.1 Include a “Table of Contents” that gives page numbers for each part the
Qualifications.
3.4 PAGINATION:
3.4.1 Number all pages of the submittal sequentially using Arabic numerals (1, 2, 3, etc.).
SECTION 4 – DEADLINES, SUBMITTAL REQUIREMENTS, AND SELECTION
CRITERIA
4.1 PRE-SUBMITTAL CONFERENCE:
4.1.1 A pre-submittal conference will be held the week of May 7th at a time and place to
be determined. Information will be posted online in the same place where this RFQ
is posted, on the Real Estate Office webpages of The University of Texas System
website.
4.1.2 Respondents may view the land from public roadways at any time. Respondents
are welcome to visit vacant portions of the Land any time the week of May 7, 2018,
provided respondents first sign and deliver a waiver (See attachment 6.4: Waiver)
to U. T. System by sending a scan to [email protected]. Anyone visiting the
land without a signed waiver will be trespassing.
OGC #180514 3189730_5 Page 17 of 26
4.2 SUBMITTAL DEADLINE AND REQUIREMENTS:
4.2.1 Submittals of Qualifications must be received by the UT System on or before the
deadline and at the location stated below.
May 21, 2018, 5:00 p.m. Austin, Texas Time
Contact:
Kirk Tames
Executive Director of Real Estate
The University of Texas System
210 West 7th Street
Houston, Texas 78701
4.2.2 Six (6) identical hard copies and one computer flash drive of the Respondent’s
responses to the inquiries in Section 2 formatted in accordance with Section must
be submitted by the deadline stated above.
4.3 POINT OF CONTACT:
UT System designates the following person as its Point of Contact for this RFQ.
Respondents must restrict all contact with the Owner and UT System and direct all
questions regarding this RFQ, including questions regarding terms and conditions and
technical specifications, to the Point of Contact person. Submission should be labeled REO
4-20-2018 RFQ.
Kirk Tames
Executive Director of Real Estate
512-499-4333
4.4 CLARIFICATIONS AND INTERPRETATIONS:
Any clarifications or interpretations of this RFQ that materially affect or change its
requirements will be posted by UT System as an addendum on the UT System web site
(www.utsystem.edu/reo). Click the “new Bids & RFP’s” link on the navigation menu. It
is the responsibility of all respondents to obtain this information in a timely manner.
4.4.1 Respondents will consider all clarifications and interpretations that UT System
issues by addenda one week prior to the submittal deadline or earlier. All such
addenda issued by UT System are a part of this RFQ, and Respondents must
acknowledge receipt of and incorporate each addendum in its Qualifications.
Interpretations or clarifications in any other form, including oral statements, will
not be binding on UT System and should not be relied on in preparing responses.
OGC #180514 3189730_5 Page 18 of 26
4.5 FORM OF CONTRACT:
Any contract resulting from this solicitation will be in the form of a sale contract, or a
master developer agreement with related form of sale contract. A copy of the form
purchase and sale agreement will be attached to the RFP to follow this RFQ.
4.6 PUBLIC INFORMATION:
All information, documentation, and other materials submitted in response to this
solicitation are considered non-confidential and/or non-proprietary and are subject to
public disclosure under the Texas Public Information Act (Texas Government Code,
Chapter 552.001, et seq.) after the solicitation is completed. The Owner strictly complies
with all statutes, court decisions, and opinions of the Texas Attorney General with respect
to disclosure of public information.
4.7 EVALUATION OF QUALIFICATIONS:
The evaluation of the Qualifications, Use and the Concept will be based on the
requirements described in this RFQ. All properly submitted Qualifications will be reviewed
and evaluated by UT System. Each response will be evaluated based on its complete, final
submission. UT System reserves the right to enter into further discussions with any
Respondent regarding its Qualifications and/or Concept, including requesting revised
Concepts from one or more selected Respondents. UT System may at its sole discretion
elect to accept late responses. Incomplete Qualifications, including Use and/or Concepts
may be considered non-responsive and subject to rejection at UT System’s option.
UT System will select the successful Respondent(s) for a submission of proposals or other
negotiations for a master development agreement, with form of purchase contract for future
land sales, covering of all or part of the Land based on, but not limited to, the following
criteria, which are presented in no particular order:
• the Respondent’s demonstrated competence and experience with acceptable Use, or
use(s) proposed for the Project and Concept;
• the Respondent’s demonstrated competence and experience with the Use or large,
multi-phase commercial developments.
• the Respondent’s demonstrated experience and capacity to obtain entitlements to and
develop commercial real estate comparable to the Project;
• the qualifications, financial capability, and experience of Respondent;
• the nature of the Use or the attractiveness, coherence, flexibility and/or strength of
Respondent’s Concept;
• the structure of Respondent’s proposed implementation of the Use or Project and
Concept;
• the benefits of the proposed use(s) to UT System;
OGC #180514 3189730_5 Page 19 of 26
• the information provided by Respondent in response to this Request for Qualifications
and Concept and any subsequent communications or presentations by the respondent;
and
• the quality of Respondent’s references.
4.8 ACCEPTANCE OF EVALUATION METHODOLOGY:
By submitting its Qualifications in response to this RFQ, Respondent accepts the
evaluation process and acknowledges and accepts that UT System’s determination of the
most qualified firm(s) will require subjective judgments by UT System.
4.9 RESERVATION OF RIGHTS:
UT System reserves the right to divide the Land into multiple parts, to reject any and all
Qualifications and/or Concepts and re-solicit for new Qualifications and/or Concepts, or to
reject any and all submittals and temporarily or permanently abandon all or a part of the
Project. UT System makes no representations, written or oral, that will enter into any form
of agreement with any respondent to this RFQ for any project and no such representation
is intended or should be construed by the issuance of this RFQ.
4.10 NO CONTRACT:
By submitting Qualifications, the Respondent acknowledges and agrees that (1) this RFQ
is a solicitation for Qualifications and Use or Development Concept and is not a contract
or an offer to contract; (2) the submission of a submittal in response to this RFQ will not
create a contract between the Respondent and UT System or Owner; (3) UT System has
made no representation, written or oral, that any contract will be awarded under this RFQ;
and (4) the Respondent will bear, as its sole risk and responsibility, any and all costs that
arise from its preparation of a response to this RFQ, including the cost of development the
Concept, and any costs associated with the clarification of responses to this RFQ, including
the Concept. ANY AGREEMENT THAT MAY ARISE BETWEEN OWNER AND A
RESPONDENT ARISING OUT OF THIS RFQ AND ANY SUBSEQUENT REQUEST FOR
PROPOSALS OR OTHER NEGOTIATION IS SUBJECT TO APPROVAL BY THE BOARD
OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM.
4.11 OBLIGATION TO UPDATE:
By submitting Qualifications, the Respondent acknowledges and agrees that it will provide
updates of the Qualifications, Use or Concept initially provided to UT System in its
submittal should such materially change (1) within 180 days Respondent’s submittal; or
(2) if Respondent has submitted and UT System is still evaluating a proposal for
development pursuant to the Concept that is expected to follow this RFQ; or (3) if
Respondent is in negotiations with UT System regarding a sale or other agreement arising
out of the RFP that is expected to follow this RFQ, until such time as an agreement is
executed by the parties or negotiations are ended by the parties.
OGC #180514 3189730_5 Page 20 of 26
4.12 NO BROKERS:
Neither Owner nor UT System is represented by any real estate broker in connection with
any proposed sale of the Land. No claims for broker’s fees will be paid by UT System or
Owner. By submitting a response to this RFQ, Respondent agrees to indemnify and hold
UT System and Owner harmless from all claims, liabilities, and costs arising from any
person’s claim for brokerage commissions, finder’s fees, or other remuneration based in
whole, or in part, on the submission of a response by that Respondent, any negotiations
with that Respondent, or the execution of a contract with that Respondent pursuant to this
RFQ or a future RFP following this RFQ.
4.13 COMPLIANCE:
It is necessary that any use or project resulting from this RFQ and/or RFP process be in
compliance with (1) the rules, regulations and policies of the Board of Regents of The
University of Texas System, which may be found at http://www.utsystem.edu/board-of-
regents/rules; and (2) all applicable federal, state, county, and city laws, statutes,
ordinances, and regulations, including environmental requirements.
By submitting a response to this RFQ, the Respondent certifies that all statements,
information and representations prepared and submitted in response to this RFQ are
current, complete, true and accurate. The Respondent acknowledges that UT System will
rely on such statements, information and representations in selecting the successful
respondent. If selected by UT System as the successful Respondent or for receipt of a
subsequent RFP, the Respondent will notify UT System immediately of any material
change in any matters regarding which the Respondent has made a statement or
representation or provided information.
By submitting a response to this RFQ, Respondent certifies that no member of the Board
of Regents of The University of Texas System, or the executive officers of The University
of Texas System or its component institutions, has a financial interest, directly or indirectly,
in the transaction that is the subject of the RFQ.
5 SECTION 5 – TENTATIVE SCHEDULE
April 20, 2018 Post RFQ on the UT System Real Estate Office website
http://www.utsystem.edu/reo/, and the Texas Electronic State
Business Daily website http://esbd.cpa.state.tx.us/.
May 7-11, 2018 A pre-submittal conference will be held the week of May 7th at a
time and place to be determined. Please see the REO website for
more information once it has been finalized.
May 14, 2018 Last day for Owner to issue addenda to the RFQ
May 21, 2018 DEADLINE for submittal of responses, due on or before 5:00 p.m.
Austin, Texas time
OGC #180514 3189730_5 Page 21 of 26
TBD Interviews with selected Respondents
6 SECTION 6 – ATTACHMENTS TO THE RFQ
6.1: Site Plan of the Land
6.2: Aerial View of the Land Within Greater Houston
6.3: Map of Former Polymer Site
6.4: Waiver
Supplement 1: Plat Map of Land
Supplement 2: Plat Map of the Land with Environmental Features
OGC #180514 3189730_5 Page 22 of 26
Attachment 6.1
Site Plan of Land
OGC #180514 3189730_5 Page 23 of 26
OGC #180514 3189730_5 Page 24 of 26
Attachment 6.2
Aerial View of the Land
OGC #180514 3189730_5 Page 25 of 26
Attachment 6.3
Map of Former Polymer Site
OGC #180514 3189730_5 Page 26 of 26
Attachment 6.4 - Waiver
INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
This INDEMNIFICATION AND HOLD HARMLESS AGREEMENT (this “Agreement”) is made as of
this _____ day of ___________, 2018 (the “Effective Date”), by ____________________________
(“Indemnitor”), in favor of Board of Regents of The University of Texas System (“Indemnitee”).
NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and legal
sufficiency of which is hereby acknowledged, Indemnitor agrees as follows:
1. Indemnification and Hold Harmless. INDEMNITOR HEREBY AGREES TO DEFEND
AND INDEMNIFY AND HOLD HARMLESS INDEMNITEE FROM AND AGAINST ALL
CLAIMS AND ALL COSTS, EXPENSES AND LIABILITIES INCURRED IN CONNECTION
WITH ALL CLAIMS, INCLUDING ANY ACTION OR PROCEEDINGS BROUGHT THEREON,
ARISING FROM OR AS A RESULT OF OR IN ANY WAY RELATED TO INDEMNITOR’S
AND/OR INDEMNITOR’S EMPLOYEES’, CONTRACTORS’, GUESTS’, AND/OR INVITEES’
(COLLECTIVELY, THE “INDEMNITOR PARTIES”) USE OF, ENTRY ON, OR ANY OF THE
INDEMNITOR PARTIES’ ACTIVITIES ON THE PROPERTY (THE “PROPERTY”)
DESCRIBED IN THAT CERTAIN REQUEST FOR QUALIFICATIONS,
____________________________________ (THE “RFQ”).
2. As Is, Where Is. Indemnitor acknowledges and agrees that any right to enter the Property pursuant
to the RFQ is granted without representation or warranty of any kind by Indemnitee, express or implied, as
to the Property, and Indemnitor accepts the right of entry to the Property on an “as is, where is, with all
faults” basis only. Indemnitor, on its own behalf and on behalf of all Indemnitor Parties, waives and
releases any claims Indemnitor or any Indemnitor Party may have against Indemnitee for loss, damage, or
injury to persons or property sustained by Indemnitor or any Indemnitor Parties in connection with entry
on the Property.
3. Entire Agreement and Amendments. The RFQ and this Agreement constitute the sole agreement
of the parties concerning the Property.
4. Governing Law and Sovereign Immunity. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas, and nothing contained herein shall be deemed or
interpreted to waive any immunity or other rights which Indemnitee may have.
5. Severability. Indemnitor intends that if any part of this Agreement be unenforceable or invalid that
such part be struck and substituted with similar or like language enforceable and valid and that in such event,
the remaining language of this Agreement be enforced as if the unenforceable provisions never appeared.
6. Construction. Indemnitor acknowledges that it and its counsel have had the opportunity to review
this Agreement, the normal rule of construction shall not be applicable, and there shall be no presumption
that any ambiguities will be resolved against the drafting party in interpretation of this Agreement.
This Agreement is executed to be effective for all purposes on the Effective Date.
INDEMNITOR:
By:
Name:
Title:
Attachment 6.5
