Page 1 of 7 Addendum 1 to RFQ

A D D E N D U M N U M B E R 1

November 4, 2016

REQUEST FOR QUALIFICATIONS – MASTER DEVELOPER

Butler Place Apartments

Fort Worth Housing Solutions

Procurement Department

300 South Beach Street

Fort Worth, TX 71605

Note: The Request for Qualifications are received but not publicly opened.

Receipt of this Addendum is to be acknowledged by the Respondent by signing, dating and

submitting with the proposal. Failure to do so may render the submission non-responsive.

The following revisions, clarifications, additions and/or deletions are included in this Addendum No. 1 to

the RFQ for Butler Place Apartments Master Developer and are to be fully incorporated into each

respondents submission for work solicited therein.

Respondent acknowledges receipt of Addendum: __________________________ ________________

Respondent’s Signature Date

The proposal due date remains November 30, 2016 at 11:00 a.m. Local Time.

1. Questions and answers 1 thru 26 from October 24th

& 25th

Pre-Submission Conference.

2. Questions due date has changed from November 4th

@ 11:00 am C.S.T to November 14th

@

11:00 am C.S.T

3. See amended RFQ for Butler Master Developer for applicable Tab changes as listed.

Question Number 1:

What is the total number of buildings in the Butler Apartment area to be developed?

FWHS Response:

68 total buildings - 64 residential buildings, with one property management office, one maintenance

facility, one childcare facility, and one main administration office.

Question Number 2: How far are restrictions going for the preservation of the historical buildings?

FWHS Response 2: Part of the responsibility of the Master Developer will be to assist with the creation of a mitigation plan to

be approved by the local and State Historic commissions. The Butler submission and subsequent approval

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of its placement on the National Historic registry was part of the State-required mitigation plan for

Ripley Arnold, a historic site that FWHS received approval to demolish in 1999. The locally created

Butler

Advisory Committee is recommending the repurposing one or more historical designated buildings into

some sort of cultural center or museum.

The other item to remember is that FWHS’ main office, while not currently listed on the National Historic

registry, is culturally significant to the African-American community.

Question Number 3: What leeway is there to maintain historic designation?

FWHS Response 3: There is no specific requirement for maintaining the historic designation at this time. The City of Fort

Worth, HUD, and the State Historic commission have all indicated that they will work with us through

the Section 106 process to develop a mitigation plan that is amenable to all parties and still emphasizes

the cultural significance of the site to the African-American community in Fort Worth.

Question Number 4: Is FWHS moving their operations to a new location?

FWHS Response 4: Yes, FWHS is currently looking at relocating its administrative offices to a new location.

Question Number 5: Have we gotten all chaps authorizations for Butler?

FWHS Response 5: FWHS has received a multi-phase approval for the Butler units. We have not received approval for the

individual CHAPs under the multi-phase award yet as we have not designated or assigned those units to

the new sites yet.

Question Number 6:

Is there a deadline by HUD for RAD?

FWHS Response 6: We are required by HUD to have the units committed to CHAPs by the end of 2018, but the

redevelopment of Butler is not subject to the HUD deadline as the Butler units are all being placed into

projects off-site. The RAD component for Butler is strictly limited to the relocation of the residents into

the new units off-site. FWHS’ expectation is that the redevelopment of the site will take several years.

Question Number 7:

Has FWHS done a market study of the other side of the mix market?

FWHS Response 7:

FWHS has not done a market study specifically for this site and the unit mix being proposed. During the

ULI charrette in 2015, the ULI volunteers ran some market numbers for the study, and Downtown Fort

Worth Inc. has done market studies on the downtown urban core area.

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Question Number 8:

Have there been any studies to understand the permanent structure of building and the materials?

FWHS Response 8: No recent third party studies have been completed on any of the site characteristics, including any studies

on power or water systems.

Question Number 9: Is there a funding source for CHODO?

FWHS Response 9: There are two CHODOs in Fort Worth, though neither of them are currently partnering in this project and

have not been approached to provide any funding for the redevelopment. FWHS, if necessary, will look to

the City of Fort Worth for any available funding through their programs.

Question Number 10:

Is there any preference being given or considered for Fort Worth firms?

FWHS Response 10: No.

Question Number 11:

Is this an RFQ or should it have been an RFP?

What are the next steps in this RFQ process?

FWHS Response 11: This is a Request for Qualification where price is not considered in the initial evaluation process. FWHS

and its partners will be looking at each firm’s experience with similar projects of this scope and

complexity, their creativeness in proposing ideas for this site (although we are not expecting a full site

plan in the proposal), and how each firm could best benefit Fort Worth.

The Statement of Qualifications are due November 30, 11:00am CST. Once all SOQs are submitted,

FWHS expects to narrow down the firms to the top 3-5 for interviews with the Advisory Committee and

FWHS Board through December 2016 and January 2017, with a final decision to be made by the FWHS

Board no later than February or March 2017. Once a developer is chosen, FWHS may sign one or more

development contracts for a) predevelopment services to site plan the site and b) to implement the actual

development(s) on the property.

FWHS will be transcribing the questions and answers from each session and posting them online as an

Addendum to the RFQ as well as distributing them to attendees at each session. Additional questions are

due no later than November 4.

Question Number 12: Will the developer be excluded from vertical development?

FWHS Response 12: No.

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Question Number 13:

To what extent does FWHS want to have a hand in the development?

FWHS Response: 13: Depending on the final development plan approved by the FWHS Board in conjunction with the Master

Developer, FWHS may play some role in the redevelopment of portions of the site, specifically any

multi-family projects. However, this is not required and will be subject to the Master Development plan.

Question Number 14:

Will FWHS be enforcing Section 3, David & Bacon or MWBE?

FWHS Response 14: Once the site is converted through the RAD program, there will be no federal program requirements for

any redevelopment unless a funding source or program requires it. FWHS has non-federal funds that are

not restricted or subject to the above federal restrictions.

Question Number 15:

Are there any long term community involvement expectations?

FWHS Response 15: The expectation is that the private and public community will be involved through the advisory group

currently in place. FWHS fully expects the Master Developer to engage the community throughout the

entire planning and development process.

Question Number 16:

Is FWHS looking for property management after the development project is completed?

FWHS Response 16: FWHS is not looking for property management at this time in this RFQ.

Question Number 17: Is relocation going to be handled through all of the RAD units that’s being put online?

FWHS Response 17: Yes. FWHS expects that all residents currently on-site will be relocated off-site to new RAD units prior to

any redevelopment activities. There will be no required right to return to any new units at Butler, although

FWHS would like to see any affordable housing units eventually built on the new Butler be offered to

Butler relocatees first.

Question Number 18: What is the timeline in terms of completing the relocation?

FWHS Response 18: FWHS hopes to have all Butler residents relocated off-site no later than 2018, though we may have to

extend actual relocations into early 2019 depending on how CHAPs are assigned and new RAD units are

constructed.

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Question Number 19:

How many residents are in Butler?

FWHS Response 19: Currently, there are approximately 900 residents living in 412 units on the site.

Question Number 20: What is the AMI?

FWHS Response 20: See the AMI for the Fort Worth MSA at

https://www.huduser.gov/portal/datasets/il/il2016/2016summary.odn.

Question Number 21: Has FWHS identified specific buildings for the historical conservation?

FWHS Response 21: FWHS has not identified any specific buildings to be committed for historical conservation. Part of the

Master Developer’s responsibility will be to work with FWHS in the Section 106 process and create a

mitigation strategy that will be approved by the local and state preservation offices. The ULI panel made

a recommendation for buildings closest to I.M. Terrell be considered for repurpose, but this was only a

recommendation and no decision has been made to date on how historic preservation will be addressed

and mitigated.

Question Number 22:

Is FWHS looking for ideas on how to preserve certain buildings?

FWHS Response 22: Yes. Besides development of a mitigation plan for the currently designated historic buildings, FWHS will

also be reviewing the historic and cultural significance of FWHS’ current administration office at 1201 E.

13th St. While this building is not on the National Registry, it is of importance to the local African-

American community in Fort Worth and Tarrant County.

Question Number 23:

Is the footprint for I.M. Terrell going to remain the same?

FWHS Response 23:

It will expand, but not onto the property currently owned by FWHS in the Butler site. FWISD has

approached FWHS with interest in some land closest to the I. M. Terrell school.

Question Number 24:

How is FWHS going to structuring the land disposition, it is 99 year lease?

FWHS Response 24: This will be subject to the final approved Master Development site plan and future development. FWHS

could opt to ground lease land, or sell some or all of the land outright.

Question Number 25: Who wrote the designation for the Ripley-Butler deal?

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FWHS Response 25:

The names of those who prepared the Butler Place Historic District Application are:

Victoria Clow (consulting Architectural Historian)

Joseph Murphey (Historic Architect)

Kate Singleton (consulting Architectural Historian)

Marsha Prior (Senior Historian)

Question Number 26:

Other than the National Registry, is Butler on any other registry?

FWHS Response 26: No.

Question Number 27:

IV. Submission Content Requirement │ J. Page Limit

Does the page limit requirement (of not to exceed 90 pages total) include any exhibits that the Developer

might submit as part of the RFQ response? Information planned to be submitted might require an

extensive response (i.e. site plan drawings, pro-forma’s, any letters provided by our debt and equity

partners, housing authority certification forms and other attachments, etc). Can these possibly be labeled

as exhibits and not count toward the 90 page maximum limit?

FWHS Response 27:

Yes, the page limit includes exhibits. We will amend the 90 page limit to exclude any required HUD

forms or certifications listed in Exhibit B and C.

Question Number 28:

B. Community Objectives for the Master Development Plan Does FWHS require that the Developer identify all three Community Objective Priorities (I, II and III) as

part of their RFQ response, or does FWHS expect for a “preferred or selected” community objective(s) be

recommended and responded for by the Developer

FWHS Response 28: The community objectives were provided so that Respondents could familiarize themselves with the

expectation at this time of the Master Development plan ultimately created after a Master Developer is

selected. Proposers can opt to incorporate one or more of the community objectives in their proposal in

Project Approach, but are not required to. FWHS understands and realizes that these Community

Objectives may be subject to amendment or revision after a Master Developer is selected and the

community is reengaged through the site planning process.

Question Number 29:

V. Evaluation/ Selection Criteria

Under the Evaluation/ Selection criteria, “Project Approach” is one of the scoring items to be evaluated.

What tab number shall this item be identified and included under as part of our response?

Page 7 of 7 Addendum 1 to RFQ

FWHS Response 29: FWHS has amended the RFQ to more clearly identify how the “Project Approach” item should be

addressed and the information should be located under Tab 4.

Question Number 30:

Availability of funds by FWHS or Fort Worth Housing Authority Is FWHS or the Fort Worth Housing Authority making available any sort of capital funds for the

redevelopment of this project, such as RHF, public housing, section 8 or project based vouchers, or any

other capital fund program grants?

FWHS Response 30: FWHS will have the ability to utilize both federal funds such as RHF, public housing reserves, RAD,

Section 8 and capital funds as well as non-restricted non-federal funds, as necessitated by the approved

development plan.

Question Number 31:

Delivery of RFQ Response Can responses be delivered via FedEx

FWHS Response 31:

Yes.

Question Number 32:

Historical Buildings The RFQ references historic preservation. Does FWHS have a list they can provide of the buildings that

are part of the scope of work and as registered on the National Register of Historic Places.

FWHS Response 32: Yes, this is included in the supplemental material located on our website at

https://www.fwhs.org/butler-rfq/.

***** END OF ADDENDUM NO. 1 *****

________________________

Kelvin Noble

Director of Procurement

Attachments included in Addendum 1:

Exhibit 1 – Amended RFQ pages 1-21

Exhibit 2 – Pre-submission List of Attendees for 10-24-16 and 10-25-16

Kelvin Noble

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FORT WORTH HOUSING SOLUTIONS DEVELOPMENT OPPORTUNITY BUTLER PLACE APARTMENTS

REQUEST FOR QUALIFICATIONS

Release Date: August 22, 2016 Submission Date: November 30, 2016

Exhibit 1

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RFQ for Master Developer Services

Fort Worth Housing Solutions (FWHS) is currently accepting Statements of Qualifications (“SOQ”) for Master Developer Services. Submissions shall consist of one (1) USB/Flash Drive or Compact Disc (CD) and one (1) bound original SOQ and six (6) bound copies of the SOQ containing all materials as listed in RFQ. FWHS reserves the right to reject any or all SOQs. MBE/WBE firms are encouraged to submit SOQs. All questions for the RFQ must be submitted in writing, and e-mailed to Fort Worth Housing Solutions at ButlerRFQ@fwhs.org or faxed to 817-333-3592 no later than, November 4, 2016 at 11:00 a.m. Central Standard Time (C.S.T.). PRE-SUBMISSION October 24, 2016 at 11:00 a.m. C.S.T. INFORMATIONAL BRIEFINGS: Urban Land Institute Conference Attendees Only

Kay Bailey Hutchinson Conference Center 650 South Griffin Street

Dallas, TX 75202 October 25, 2016 at 11:00 a.m. C.S.T.

All Other Interested Parties Fort Worth Housing Solutions – Development Office

300 South Beach Street Fort Worth, TX 76105 RFQ DUE DATE/TIME: November 30, 2016 at 11:00 a.m. C.S.T. at FWHS

300 South Beach Street Fort Worth, TX 76105

SOLICITATION DOCUMENTS ARE AVAILABLE ON LINE AT WWW.FWHS.ORG SOLICITATION DOCUMENTS ARE ALSO AVAILABLE FOR PICK-UP ON August 22, 2016 BETWEEN 8:30 AM AND 4:00 PM MONDAY THRU FRIDAY AT THE FOLLOWING LOCATION:

Fort Worth Housing Solutions Procurement Division

300 South Beach Street Fort Worth, TX 76105

(817) 535-6877

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TABLE OF CONTENTS

I. INTRODUCTION ................................................................................................................................... 4

II. STATEMENT OF QUALIFICATIONS (SOQ) SUBMISSION PROCEDURES ................................................ 5

III. SCOPE OF SERVICES ............................................................................................................................. 7

IV. SUBMISSION CONTENT REQUIREMENT ............................................................................................ 12

V. EVALUATION/SELECTION CRITERIA ................................................................................................... 15

VI. GENERAL CONDITIONS OF THE RFQ .................................................................................................. 16

Exhibit A – Urban Land Institute Advisory Panel Report Exhibit B – HUD Forms a) Instructions to Offerors Non-Construction (HUD-5369-B) b) Certifications and Representations of Offerors - Non Construction (HUD 5369-C) c) General Conditions for Non-Construction Contracts (HUD-5370-C) Exhibit C – FWHS Forms a) Business References b) Non-Collusive Affidavit c) Conflict of Interest Questionnaire d) Profile of Firm e) Section 3 Guidelines/Forms f) M/WBE Guidelines g) Equal Employment Opportunity h) Sample Certificate of Insurance i) W-9

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I. INTRODUCTION Fort Worth Housing Solutions (FWHS) is pleased to issue this Request for Qualifications (“RFQ”) to identify a partner and master development team (“Developer”) to successfully redevelop a forty-two (42) acre FWHS-owned property known as Butler Place Apartments, Fort Worth’s oldest and historically African-American housing project (“Site”). The Developer will accomplish the community’s vision for a comprehensive and sustainable redevelopment of the Site (“Project”) that should feature, at a minimum:

Mixed-income residential Public green spaces Preservation of select historic structures through adaptive reuse Improved connectivity to downtown core, highway system and adjacent Trinity River Parking All necessary ancillary uses, including infrastructure and site improvements Additional uses as may be proposed that fit within the general scope of the conceptual

design will be considered. FWHS is seeking Statements of Qualifications (“SOQ”) from interested and qualified real estate developers (collectively, the “Developers”) to redevelop the Site according to the Guiding Principles below and other criteria noted in this RFQ. SOQs should detail the Developer’s experience with similar projects with strong preference given to developers that have demonstrated successful public-private partnerships to plan, design, finance, develop, and construct high quality mixed-use sites. FWHS’ goal is to work with a reputable and well-financed master development partner with a proven record of redeveloping an entire neighborhood. The Site targeted under this RFQ is comprised of 42 acres located east and immediately adjacent to downtown Fort Worth and is framed by three major highways—U.S. Route 287, Interstate 35W, and Interstate 30. The Site also includes 412 Public Housing dwelling units and supporting educational and social services facilities that were built to house and serve low-income residents. FWHS anticipates relocating all public housing residents prior to redevelopment of the site. The Guiding Principles are: 1. Establish public/private partnerships. 2. Pursue a long-term vision and strategy that maximizes community desires and site values. 3. Connect land use and transportation. 4. Develop mixed-income communities. 5. Provide a high-quality public realm. 6. Increase density. 7. Promote security through engagement, connection and design. 8. Build healthy places. FWHS develops, owns and operates quality affordable and accessible housing that provides assistance to citizens of Fort Worth utilizing various federal, state and local programs. Currently, FWHS owns 1,002 public housing units, 2,998 affordable housing units, 525 market-rate units; administers more than 6,000 housing vouchers.

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II. STATEMENT OF QUALIFICATIONS (SOQ) SUBMISSION PROCEDURES A. Submission Procedure SOQs must be submitted no later than 11:00 a.m. C.S.T., Wednesday November 30, 2016. Any SOQs received after the specified date and time will not be considered. SOQs must be in the specified office of FWHS on or before the above specified date and time. If you choose to mail your SOQs, it must arrive by the specified date and time, regardless of the postmark date. Respondents must submit one (1) USB/Flash Drive or Compact Disc (CD) and one (1) bound original and six (6) bound copies (a total of 7) of the complete submission package. The submission package must be received by Fort Worth Housing Solutions no later than 11:00 a.m. Local Time, Wednesday November 30, 2016 at the following location: Fort Worth Housing Solutions Attn: Butler RFQ 300 South Beach Street Fort Worth, TX 76105 B. Request for Information Respondents desiring any explanation or further information regarding the solicitation must submit an e-mail request no later than 11:00 a.m. Local Time, Friday, November 4, 2016. The request must be submitted in writing to Director of Procurement, Kelvin Noble at the above mailing address or submitted through email to ButlerRFQ@fwhs.org. Any clarification and or information will be furnished promptly as a written addendum to the RFQ and posted on the FWHS website at www.fwhs.org. C. Evaluation Process A selection committee composed of FWHS staff and community members will review SOQs in accordance with this RFQ and will propose to the FWHS Board of Commissioners the firm most advantageous and supportive of the agency’s needs. The firm must demonstrate it will create a successful, proactive and strategic business relationship with FWHS. The selection committee and/or the Board of Commissioners may at its discretion request interviews with respondents to discuss specific aspects and clarifications of their SOQ. The Board of Commissioners will make the final decision with regards to the selection process. SOQs should be submitted initially on the most favorable terms which the Developer can propose. FWHS anticipates the need for an Exclusive Negotiation Period of 60 days to finalize the terms of a Master Development Agreement. Once a Developer has been selected, FWHS and Developer will enter into said period, (“Exclusive Negotiation Period”) to refine the vision for the Site and finalize the terms of a Master Development Agreement.

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D. Anticipated Schedule of Events The anticipated schedule for the RFQ and contract approval is as follows: Event Date RFQ available for distribution August 22, 2016 Pre-Submission Conferences October 24, 2016

October 25, 2016 Deadline for receipt of written questions November 4, 2016 Response to written questions November 14, 2016 SOQ Due Date November 30, 2016 Estimated Contract Award Date To be determined Fort Worth Housing Solutions reserves the right at its sole discretion to amend any or all of the dates associated with the anticipated schedule of events.

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III. SCOPE OF SERVICES A. Scope of Services FWHS seeks an experienced Developer with the skills, resources and commitment needed to successfully redevelop the Site in accordance with applicable federal, state and city requirements, community participation and local design guidelines. Paramount will be the Developer's experience with similar projects and successful public-private partnerships. The Developer should be able to assemble a team that can plan, design, finance, develop and construct a first-class mixed-use, mixed income development. Pre-development Planning: The Developer shall independently complete all necessary pre-development planning and produce an acceptable and financially feasible master development plan (“Plan”) for the construction of a mixed-income and mixed-use neighborhood, consistent with expectations of this RFQ. A master plan will need to consider the size, complexity and phasing of the project.

Development Plan Implementation: The Developer shall provide the appropriate guarantees and effectively implement the approved master development plan in a timely and cost effective manner; coordinate related partnerships agreeable to all parties; ensure for the highest quality construction management and workmanship; and maintain effective communication among the development team, FWHS, other applicable partners and community stakeholders. B. Community Objectives for the Master Development Plan

FWHS has organized an Advisory Group comprised of representatives from the following organizations/entities: Fort Worth Housing Solutions (FWHS) City of Fort Worth (CoFW) Fort Worth Independent School District (FWISD) Downtown Fort Worth, Inc. (DFWI) Fort Worth Metropolitan Black Chamber of Commerce (FWMBCC) Tarrant County Black Historical and Genealogical Society (TCBHGS) I.M. Terrell Alumni Association (IMTAA) Butler Place Resident Council Local Developers, Architects, and Community Representatives The Advisory Group has developed a set of Community Objectives to be incorporated into the Plan. FWHS fully expects the chosen Developer to continue working closely with the Advisory Group in the development and implementation of the Plan.

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Community Objectives - Priority I:

a. Workforce Housing: FWHS requires that residential development density be increased by

no less than 300% percent (from approximately 400 units to a minimum of 1,200 units)

and that projects set aside units for affordable housing, which is defined as housing that is

affordable to those making up to 80% of the Area Median Income (AMI). The total

number of units and the affordable unit set aside is subject to negotiation based on the

recommendations of the chosen Developer; however, SOQs illustrating experience

developing affordable housing for a variety of income levels will receive additional scoring

consideration.

b. Historic Preservation: A significant portion of the property (approximately 40%) has been

listed on the National Register of Historic Places. The Developer will be responsible for

coordination of the Section 106 process and facilitate the development of mediation plan

for the property to allow for development in this area. A mediation plan should include a

public facility to be owned and/or operated by a local not-for-profit or governmental

entity that addresses the historic context of the site, recognizes the importance of the

historic structures located on site, and highlights the contributions of African-Americans

to Fort Worth, preferably in the form of a museum and/or educational facility.

c. Green Design: The Plan should reflect and articulate a vision of sustainable practice that

can enhance the quality of life of citizens today, without compromising the interests of

future generations. Proposals should seek to promote energy efficiency, waste reduction,

and other sustainable features in design, construction, renovation, and operation.

d. Transportation and Parking: The Plan should promote mass transit, walking, and cycling,

but should also include automobile access improvements and associated parking facilities

as necessary to ensure the success of the plan.

e. Accessibility: The Plan should include ways to improve access to the site from the west

(Downtown), south (East Lancaster), and north and east (Trinity Trails park area).

f. Green space: The Plan should maximize the use of topography and natural features of the

site and include green space and park areas for recreation.

g. Neighboring Communities: Considerations should be made for how leverage this

redevelopment to support additional improvements and enhancements in nearby

neighborhoods such as East Lancaster.

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Community Objectives - Priority II:

a. Owner-Occupied Housing: The Developer will include recommendations in the Plan for

how to include home ownership opportunities in the target area, considering options such

as condominiums and/or townhomes.

b. Retail/Commercial: The Developer will include recommendations on the inclusion of retail

and commercial development within the Plan.

c. Education/Youth Directed Activities: The Developer will be responsible for recommending

additional potential options for educational components (example: a higher education

campus location) or youth directed activities and recreation component (example: sites

for recreational activities and services).

Community Objectives - Priority III:

a. Grocery: The site currently lacks grocery services. The Developer will research and

recommend potential opportunities for a neighborhood grocery, market, urban farm, or

some other component to address the availability of grocery and/or food items.

b. Primary Education: The Developer will research and recommend potential opportunities

for expanding primary education opportunities through either FWISD and/or a charter

school and providing easy access to high-performing educational opportunities for

families on site.

C. Expectations

Our development partner must be fully committed to the essential elements of our vision for:

Smart, sustainable growth Thriving, walkable, mixed use urban neighborhood Alternative transit options Inclusion of arts and culture Environmental sustainability High quality design, and Complementary uses, including an appropriate mix of housing types, street level retail and

neighborhood supporting commercial services. The Developer must have the capacity and desire to move swiftly to take advantage of opportunities, and, at the same time, the long-term commitment and persistence necessary to overcome inevitable obstacles and challenges. The Developer must be sensitive to public impacts related to municipal service delivery, school capacity, and associated fiscal costs and benefits, and recognize that any development must

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advance the public interest, as measured by the triple bottom line of economic, environmental, and social progress. Lastly, the Developer must be prepared to work closely with the existing Advisory Group and seek

additional community input and foster community support throughout the planning and

development process, utilizing tools including market research, social media and web-based

communication, public forums, and other means of inclusive discussion and decision-making.

FWHS, the City of Fort Worth, DFWI and FWISD pledge to help facilitate this process.

D. Area Trends and Downtown Development

This RFQ is a unique opportunity to redevelop the one of the largest contiguous parcels of land near Downtown Fort Worth. The Downtown area has undergone significant public and private investment in the last decade. FWHS is working closely with its partners and community throughout the RFQ process. Butler Place is adjacent to downtown Fort Worth, the major employment center for one of the fastest-growing cities in the United States. Stakeholders of this endeavor are eager to shape a catalytic project that leverages the growth and popularity of downtown and the urban core and reflects the “can do” attitude of Fort Worth residents. The Site represents an opportunity to capitalize on the growth of downtown and compliment the Central Business District. FWISD has begun this catalytic process with the designation of the I.M. Terrell Elementary School, located on the site, as the first Visual Performing Arts/Science, Technology, Engineering and Math Academy (VPA/ STEM) Academy for the city of Fort Worth. The new VPA/STEM Academy will be for grades nine through twelve, and is expected to open in August 2017. For more information on the VPA/ STEM Academy, please visit FWISD’ website at: http://www.fwisd.org/pages/FWISD/News/VPA_STEM_Academies_at_I_M_Terr Fort Worth has experienced tremendous population growth since 2010. The overall population growth of 47 percent since 2000 reflects the phenomenal attraction of new residents to the city. Most of the growth in Fort Worth between 2000 and 2010 occurred outside the city core in the more suburban areas to the north and south of the downtown, medical, and cultural districts. In the past five years, downtown’s population has grown at an annual rate of almost 5.8 percent per year compared with the citywide growth of 2.2 percent per year. Because an increasing number of Fort Worth’s residents are choosing to live near downtown amenities, the residential demand for new, high-quality housing products continues to grow. Between 2010 and 2015, the number of people living in Fort Worth over the age of 65 grew by 22 percent compared with 9 percent growth for the entire population. The aging population creates demand for additional health and social services, and it generates opportunities for development of new, denser housing products in the urban core that appeal to senior citizens rather than families with children. The growth is particularly prominent in the downtown area as more seniors are choosing to live in the city’s urban core. Growth of the millennial population between the ages of 15 and 24 years is also on the rise in downtown at a higher rate than in the rest of the city. As with seniors, millennials are generating demand for walkable urban housing products close to the activity and amenities of the city center.

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Downtown’s residential renaissance has spread beyond the traditional boundaries of the Central Business District. New apartments, townhomes and condominiums are being built at all compass points around the center city. The availability of large contiguous parcels of land is modest, making the Site highly attractive for residential community development. For more information on downtown residential and commercial trends, visit here: http://www.dfwi.org/research

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IV. SUBMISSION CONTENT REQUIREMENT Submission shall be submitted in the order listed below, securely bound with Tabs clearly identifying each section. Failure to comply with these submission requirements may be cause for rejection of the submission A. Letter of Interest – Tab 1 The letter of interest (not to exceed four pages) should:

1. Introduce the development team, specifying roles and responsibilities of team members and identifying the authorized representative (with contact address, telephone number and e-mail address included) who will serve as the primary contact throughout the selection process. Include information for a contact alternate in the event that the authorized representative is absent or unavailable.

2. Describe the development team’s understanding of its role and why it will be successful in implementing the efforts.

B. Statement of Qualifications – Tab 2 Include a brief description of the qualifications of each member entity of the development team, to include the following:

1. Organization of development team: A description of the development team’s organization should include: a. An organizational chart that shows all legal entities on the respondent team,

illustrating the roles and responsibilities of all team members and identifying key staff in each role or responsibility. Attach a contact list with address, telephone and e-mail information for all entities indicated on the organizational chart.

b. Describe the role of each firm on the development team and the composition, legal form and organizational structure of development team. Identify any ownership interest and describing previous collaboration and/or interaction between the team members. Joint ventures should provide all requested information for each member. Please include any consultants or other professional service firms expected to participate in the Project.

2. Development Experience and Capabilities: Provide a description of no more than five (5) projects of similar scope and size for all members of the team focusing on implementation of complex revitalization or redevelopment projects in challenging urban settings.

a. For each real estate project described, include: i. Project name and location.

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ii. Name, address, and telephone number for the project owner, owner’s project manager and/or owner’s contact person on the project.

iii. Description of the project, including type of development and uses. iv. Role and listing of services provided by the Developer and its team or

partners for the development. v. Project start and completion dates.

vi. Developer investment and overall development budget.

C. Key Personnel – Tab 3 1. Provide identification, role and experience of personnel proposed for the Project.

2. Provide a listing of the present workload and capacity of each firm on the

development team.

3. Provide a listing of the percentage of time each key member of the development team will commit to the Project.

D. Project Approach – Tab 4

Describe in detail an overall concept and vision for the site, noting how the vision will integrate with and enhance the surrounding community that borders the site. Include how the Developer’s proposed concept addresses project issues and current market trends. Developers shall provide descriptive narratives and conceptual design drawings where appropriate that are sufficient in detail to be evaluated by FWHS.

E. Capacity – Tab 5

Provide information briefly addressing the proposer’s capacity to staff and/or finance a project of the magnitude presented in this RFQ. Identify any existing commitments for key development team members. Provide evidence demonstrating the Developer’s capacity to finance this project. Developers should identify specific debt and equity capital partners with whom they will be considering the Project. If required, this information may be confidentially included by Developers as long as this documentation is clearly marked confidential. F. References – Tab 6

For the primary member of the development team, provide three (3) corporate references, including at least one banking (credit) reference and two current or recent client references. Include at least two professional references for all other legal entities on the development team.

G. Financial Statement – Tab 7

Include two (2) copies of financial statements for the last three years for the primary member of the team any guarantors. The statements should reveal the balance sheet as well as income and expense information, and should indicate the existence of resources to fund predevelopment activities, completion guarantees and any equity participation. If required, this information may

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be confidentially included by Developers as long as this documentation is clearly marked confidential. H. Insurance – Tab 8 The respondent must submit evidence that they can fulfill the Insurance Requirements under the contract terms of this RFQ. Prior to contract terms of the RFQ. Prior to contract award, The Respondent will be required to submit its Insurance Certificate. The selected respondent may, if applicable to submission, be required to maintain General Liability, Workers Compensation, Automobile Liability, Professional Liability, and other forms of insurance, with firms authorized to do business in the State of Texas, during the duration of performance of activities pursuant to the RFQ. The selected respondent may also, depending on the nature of qualifications submitted, be required to indemnify HACEP against claims and obligations due actions and activities of the respondent and not arising from negligence or misconduct of FHWS and its employees. Terms of required insurance and indemnification will be included in any final agreement between FWHS and the respondent. I. Other Information – Tab 9

1. Provide information on any current or pending litigation within last five years relating to services being proposed.

2. Brochures, reports or other project information that the development team desires to submit for consideration may also be included.

J. Signed Certifications and Attachment – Tab 10 As noted in Exhibits B-C. K. Page Limit Submission may not exceed a total of 90 pages.

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V. EVALUATION/SELECTION CRITERIA SOQs will be evaluated and rated on, but may not be limited to, the following criteria:

CRITERIA POINTS Objective Factors a. Ability of the firm to meet basic minimum requirements set forth in the

RFQ.

10

Experience/Qualifications a. Degree to which firm has completed projects of similar scope and size

quickly, effectively, and on budget or has background and expertise to complete this project.

b. Qualifications and expertise of each team member assigned to the project. Include the resumes of the personnel that will manage the day-to-day activities and a brief description of the manner in which the Project team will be organized and managed.

c. Priority will be given to the Developer that has experience developing affordable housing for a variety of income levels and demonstrates the multi-disciplinary expertise required for this type of project.

25

Project Approach a. Degree to which firm illustrates the overall vision for the project and

understands the project, whether from experience with similar projects or from preparatory research and to which Developer’s proposed scope of work addresses the project issues and a good understanding of the market, include projections and/or trends.

25

Quality of Work and References a. Quality of the proposal and the evaluation of references from other

projects done by the firm as well as the proven ability to work with public agencies.

20

Financial Capacity a. The financial capacity to develop the site and proven ability of developer to

possess or attract equity and debt capital for this type of project.

15

M/WBE Plan and Section 3 Plan

5

TOTAL 100

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Interviews, if desired by FWHS, will be used to identify the top ranking agency(s).

VI. GENERAL CONDITIONS OF THE RFQ A. General Conditions

1. LATE SUBMISSIONS WILL NOT BE ACCEPTED OR CONSIDERED.

2. FWHS reserves the right to accept or reject any and all SOQs submitted, either in whole or in whole or in part, with or without cause; to waive any informalities of any SOQs; to extend, amend or cancel this RFQ at any time; and, to make the award in the best interest of FWHS.

3. FWHS reserves the right to request additional information, if needed, from prospective contractors.

4. In the event that it becomes necessary for FWHS to revise any part of this RFQ, revisions will be provided in the form of an Addendum to all prospective contractors who picked up or were delivered the initial RFQ, providing a name, address, telephone number, fax number, and e-mail address have been provided to FWHS. FWHS may issue and require Respondents to acknowledge addendums to the RFQ. Submissions must conform to any addenda that may be issued to this RFQ.

5. Submissions that are incomplete or not in conformance with the submission

requirements may be eliminated from further consideration. Respondents should note carefully the submission requirements.

6. All SOQs submitted in response to this RFQ will be considered public information and

may be made available to the general public (including news media) unless confidential and/or proprietary information is submitted under separate cover and is clearly designated as such.

7. The Respondent shall provide a presentation, if requested to do so by FWHS.

8. Respondents may modify or withdraw a submission prior to Submission Deadline by an authorized representative of that organization. All submissions will become the property of FWHS after the Submission Deadline.

9. The Respondent affirms that he/she is of lawful age and that no other person, firm, partnership, or corporation has any interest in this submittal or in the contract proposed to be entered into.

10. The Respondent affirms that its SOQ is made without any understanding, agreement or connection with any other person, firm, partnership or corporation making a submittal for the same purpose, and is in all respects fair and without collusion or fraud.

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11. The Respondent has carefully read the provisions, terms, and conditions of the SOQ’s

document and does hereby agree to be bound thereby.

12. FWHS retains the right to negotiate with the selected firm. This RFQ may culminate in multiple negotiated agreements between FWHS and the selected Developer. Nothing in this RFQ, any statements made by FWHS or its employees shall constitute an agreement or contract of any kind.

13. Additional services and/or service adjustments may be added or deleted during the life of any contract awarded hereunder as mutually agreed upon in writing between FWHS and respondent.

14. Respondent must meet FWHS’s insurance and indemnification requirements set forth herein in the attached sample contract.

15. The respondent will not offer any gratuity, favor, or anything of monetary value to any officials or employee of FWHS for the purpose of influencing consideration of a response to this SOQ.

16. FWHS reserves the right to disqualify any submission that may present a conflict of

interest between Fort Worth Housing Solutions, its employees or Board members, Respondent, or parties identified in the submission.

B. Acceptance of RFQ and Contract Terms Respondent’s submission of a SOQ in response to the RFQ shall constitute acceptance by the Respondent of the terms and conditions of this RFQ. In the event that the Respondent’s SOQ is accepted for contract award, the Respondent agrees to enter into a contract with FWHS for Master Development services. C. Contract Award Subject to the rights reserved in this RFQ, FWHS will award the contract by written notice to the selected Respondent (the “Developer”). The award of the contract is subject to the approval of the FWHS Board of Commissioners and/or the FWHS President, and it shall be conditioned on the successful negotiation of revisions, if any, to the SOQ, recommended as part of the evaluation of SOQs. A contract shall be awarded in accordance with the terms and conditions of this RFQ to the Respondent whose SOQ is most advantageous to the FWHS considering price, technical and other factors as specified in this RFQ, FWHS reserves the right to negotiate and award any element of this RFQ, to reject any or all SOQs or to waive any minor irregularities or technicalities in SOQs received as in the best interest of FWHS. D. No Warranty

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Respondents are required to examine the RFQ, scope of services, and instructions pertaining to the services requested. Failure to do so will be at the Respondent’s own risk. It is assumed that the Respondent has made full investigation as to be fully informed as to the extent and character of the services requested. No warranty or representation is made or implied as the information contained in this RFQ. E. Expense of RFQ Submission All expenses incurred in the preparation and submission of the SOQs to FWHS in response to this RFQ shall be borne by the Respondents. F. Indemnification TO THE EXTENT PERMITTED BY LAW, CONTRACTOR AGREES TO DEFEND, INDEMINIFY AND HOLD FWHS, ITS COMMISSIONERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS ATTORNEYS, CONSULTANTS, AND VOLUTEERS HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, FINES, PENALTIES, COSTS, LOSSES AND EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES, “DAMAGES” FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE, INJURY TO OR DESTRUCTION OF TANGIBLE PROPERTY, FAILURE TO COMPLY WITH GOVERNMENTAL LAWS OR REGULATIONS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS THAT MAY ARISE OUT OF OR BE OCCASIONED BY CONTRACTOR’S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT, REGARDLESS OF WHETHER OR NOT IT IS CAUSED IN PART BY THE NEGLIGENCE OR CONDUCT OF FWHS OR OTHER PARTY INDEMNIFIED HEREUNDER. SUCH OBLIGTION SHALL NOT BE CONSTRUED TO NEGATE, ABRIDGE, OR OTHERWISE REDUCE ANY OTHER RIGHT OR OBLIGATION OF INDEMINTY WHICH WOULD OTHERWISE EXIST AS TO ANY PARTY OR PERSON DESCRIBED IN THIS SECTION. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTURAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY.

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EXHIBIT A

URBAN LAND INSTITUTE ADVISORY PANEL REPORT

https://www.fwhs.org/wp-content/uploads/2016/03/ButlerPlace-ULI-Report-121115.pdf

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EXHIBIT B

HUD FORMS

Instructions to Offerors Non-Construction (HUD-5369-B) Certifications and Representations of Offerors – Non-Construction (HUD 5369-C) General Conditions for Non-Construction Contracts (HUD-5370-C)

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EXHIBIT C

FWHS FORMS

Business References Non-Collusive Affidavit Conflict of Interest Questionnaire Profile of Firm Section 3 Guidelines/Forms M/WBE Guidelines Equal Employment Opportunity Sample Certificate of Insurance W-9

EXHIBIT 2 Complete Attendee List Butler RFQ for 10-24 and 10-25, 2016

J Brandon Hancock Ojala Holdings jbh@ojalaholdings.com

Printice Gary Carleton Residential pgary@carletonrp.com

Neal Hildebrandt Carleton Residential nhildebrandt@carletonrp.com

David Storms HUD david.a.storms@hud.gov

Zach Carter HUD zach.r.carter@hud.gov

Ray Kuniansky Columbia Residential RKuniansky@columbiares.com

Bobken Simonians ITEX Group Bobken.simonians@itexgrp.com

Louis Bernardy McCormack Baron Salazar Louis.Bernardy@mccormackbaron.com

Daryl Jones Integral DJones@integral-online.com

Jonathan Kendrick Nat’l. Community Renaissance jkendrick@nationalcore.org

Michael Stevenson Perkins + Will Michael.stevenson@perkinswill.com

David Dixon Stantec Urban Place david.dixon@stantec.com

Neal Payton Tordi Gallas + Partners npayton@tortigallas.com

John Allender Architexas allender@architexas.com

Daryl McCoy UrbanAmerica dmccoy@urbanamerica.com

Shelbie McDiffett Architexas smcdiffett@architexas.com

Kevin Calhoun The Calhoun Group kevincalhoun@calhoungroupllc.com

Jay Johnson The NRP Group jejohnson@nrpgroup.com

Gary Lacey AMTEX glacey@amtexhousing.com

Brian Cunningham BC Real Estate bc@briancunninghamrealestate.com

Carmella Kendry F.W. Neighborhood Svc Dept carmella.Kendry@fortworthtexas.gov

Andy Taft Downtown Fort Worth Inc. andy@dfwi.org

Melinda Hamilton NAACP hamilton.dist5@gmail.com

Mayor Betsy Price+3 City of Fort Worth

Councilwoman Kelly Allen Gray City of Fort Worth

Aubrey Thagard City of Fort Worth

Carmella Kendry City of Fort Worth

Randle Harwood City of Fort Worth

Fernando Costa City of Fort Worth

Naomi Byrne Fort Worth Housing Solutions

Terri Attaway Fort Worth Housing Solutions

Mark Presswood Fort Worth Housing Solutions

Sydnee Freeman Fort Worth Housing Solutions

Matt Corcoran Fort Worth Housing Solutions

Kelvin Noble Fort Worth Housing Solutions

Jeannine Charles Fort Worth Housing Solutions

Sonya Barnette Fort Worth Housing Solutions

Joe Czabajszki Fort Worth Housing Solutions

Jack Clark Downtown Fort Worth, Inc.

Melissa Konur Downtown Fort Worth, Inc.