Mixed-Use Library Development BDZ1322

Request for Proposals Development/Ground Lease Opportunity 8255 Park Lane

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TABLE OF CONTENTS MIXED-USE LIBRARY DEVELOPMENT BDZ1322

OVERVIEW_____________________________________________________________________3 CONTEXT______________________________________________________________________ 5 RFP PURPOSE___________________________________________________________________6 MINIMUM QUALIFICATIONS_______________________________________________________ 7 PRELIMINARY TIMELINE __________________________________________________________ 7 COMMUNICATION AND INQUIRIES__________________________________________________7 PRE-PROPOSAL CONFERENCE INFORMATION__________________________________________7 SUBMITTALS____________________________________________________________________8 SUBMISSION INFORMATION_______________________________________________________ 8 INSURANCE REQUIREMENTS_______________________________________________________ 9 BUSINESS INCLUSION AND DEVELOPMENT PLAN_______________________________________ 9 ADDITIONAL INFORMATION_______________________________________________________10 EVALUATION CRITERIA___________________________________________________________ 10 CONTRACT_____________________________________________________________________11 CONFIDENTIALITY_______________________________________________________________ 11

EXHIBITS: Exhibits A F can be located at the following website link: ftp://ftp.dallascityhall.com/Purchasing/BDZ1322%20-%20Mixed-Use%20Library %20Development/

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Overview The City of Dallas (City), through its Office of Economic Development (ECO) and the Dallas Public Library (DPL) are seeking private partners to develop a mixed-use property that includes a new library branch in the Vickery Meadow neighborhood. ECO received a HUD Community Challenge Planning Grant in 2010 to improve links between housing and employment centers along the Dallas Area Rapid Transit (DART) light rail network. The first component of the grant was to initiate area plans at five DART station throughout the City. The City-initiated land use process funded by the grant, known as Dallas TOD, includes a catalyst development concept at each of five study areas: Vickery Meadow, MLK Station, Hatcher Station, Buckner Station and the Lancaster Corridor. This RFP seeks partners for the centerpiece development of the Vickery Meadow plan, a mixed-use project including a new DPL branch on City-owned property at 8255 Park Lane, Dallas, TX 75231. The intent of the mixed-use library project is to provide new mixed income housing in a neighborhood setting that serves as a new center of the local community and provides a financial model for future redevelopment activities in Vickery Meadow. Anticipated Benefits to the Proposer This request for proposals (RFP) presents an opportunity for experienced mixed-use developers to gain access to a site that is near Park Lane Station, NorthPark Center, the Shops at Park Lane, North Central Expressway, and Greenville Avenue. The Proposer may find the following to be beneficial: 1. The inclusion of a library provides a ground-floor anchor and will generate traffic for retail and other uses, as well as provide a unique on-site amenity for prospective residents. 2. The cost of rent or purchase of the city-owned land could offset most or all of the expenses of constructing a shell library space on the ground floor of the development. 3. Parking reductions are available due to the sites proximity to the DART station, the inclusion of affordable housing, and the potential for shared parking for daytime and evening uses. Submissions Requirements The City desires to solicit proposals from private developers and firms related to the potential development of the library property. The proposal submissions shall:

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1. Provide a site plan for the proposed mixed-use development, including a library component. The successful applicant shall submit a site plan for the entire City-owned site including, but not limited to: a. 20,000 square feet of building space for the new Vickery Meadow DPL. b. Multi-family housing, with a minimum of 20% of units set aside as affordable; minimally defined as those making 80% of the Dallas County Area Median Family Income, and consistent with City of Dallas TIF guidelines. c. Any additional land to be assembled as part of the project, if applicable, at the discretion and responsibility of the Proposer. The City will also consider reconfiguration of the street network and the potential acquisition of public right-of-way for redevelopment. Currently, the City owns a 3.68 acre site on Park Lane between Greenville Avenue and the Five Points intersection, at the terminus of Shady Brook Lane. The proposal submissions should include a vertical mixed-use development. An example of a vertical mixed-used development may include: residential, retail, office, medical, or a mixture of uses, in addition to the library. The design of the ground floor space should be able to accommodate a variety of uses to insure adaptability as market conditions change in the neighborhood. The Citys preference is for a project that conforms to the zoning designation of the Walkable Urban Mixed-Use-5 District with a Shop Front Overlay (WMU-5-SH), as described in Chapter 51A Article XIII: Dallas Form Districts of the Dallas City Code. The plan should clearly identify areas to be used for the Vickery Meadow Library branch, parking, residential uses, office uses, retail uses, and/ or medical office or clinic uses. The plan should also include details on streetscape improvements in the public right-of-way. The site plan should identify how the proposed development would strengthen connections to adjacent property and identify a phasing plan, if any. It is preferred that this description include elevations of all sides of new construction, the cost and anticipated timing of this construction, square footage of leasable property, the number of residential units, project cost, anticipated financing, and estimated pubic financial subsidy required. The site plan should identify the ways in which the proposed development is compatible with and furthers the goals of the Dallas TOD Vickery Meadow Area Plan. 2. Provide a pro forma for the private development program. The pro forma should be for at least a ten-year period and include ongoing
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investment program for capital expenditures, if applicable. Any ability to increase outside (non-City sourced) financial contributions to the build-out of the Vickery Meadow Library should be shown as part of this financial information. 3. Outline provisions of all contractual agreements needed between the Developer and the City to implement the proposed development plan, lease of property, lease of library space, operating agreements, proposed financial incentives, etc. Detailed information about key deal points, prices, etc. needs to be included with this information. Financial Considerations The City currently has no funds identified for construction of the library building or for interior build-out, materials, and staffing. The federal grant and local match from the Vickery Meadow TIF District offers approximately $750,000 for preconstruction costs including, but not limited to, architectural and engineering services, surveying, permitting, and zoning throughout the plan area. The Vickery Meadow TIF District includes the City-owned site and surrounding areas. A commitment of future TIF revenues may be available for a project that supports the Vickery Meadow TIF District Plan. Adherence to design review recommendations by the Dallas City Design Studio is required for TIF funding eligibility. The Proposer has two options for the land: 1. The Proposer may seek a ground lease agreement for the City-owned site. A typical City of Dallas ground lease agreement has a forty-year term at 10% of appraised value per year. 2. The Proposer may seek a purchase of part or the entire City-owned site, following standard City of Dallas procedures. Context Area Vickery Meadow is primarily a multifamily residential neighborhood in North Dallas, bounded on the west by North Central Expressway (US-75), the south by Northwest Highway (Loop 12), and the east and north by White Rock Creek (see Exhibit A: Vickery Meadow Area Map). About 23,000 residents call Vickery Meadow home (in about 12,000 housing units). The neighborhood is generally lower income and more ethnically diverse than surrounding areas, which include The Village Apartments, Preston Hollow, NorthPark Center, University Park, and Lake Highlands. Vickery Meadow is primarily comprised of aging 1970s-era garden-style apartments and condominiums. Commercial uses, including retail and medical office facilities, are oriented towards automobile access. Fractured ownership and a lack of internal
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connectivity prevent a more congruent neighborhood from emerging, despite the highest residential density in the City. Greenville Avenue and Park Lane are the major thoroughfares. The neighborhood is served by two DART light rail stations at Park Lane Station and Walnut Hill Station on the Red & Orange lines. The DART rail serves as a physical and symbolic barrier for the area, with higher incomes and more vibrant commercial activity to the west. A large mixed-use development, The Shops at Park Lane, opened in 2009 that includes retail anchors such as Whole Foods Market, Bloomingdale Outlet, Nordstrom Rack, Saks Off Fifth, and Dicks Sporting Goods. A Sams Club location at Greenville Avenue and Park Lane closed in 2011, replaced by a new store two miles to the east. Dallas ISD opened the new Sam Tasby Middle School in 2006. The flagship hospital for Texas Health Presbyterian is located in the area and has added several new facilities to its campus in the past decade. Policy Background & History ECO created the Vickery Meadow TIF District in 2005 to facilitate new development by taking advantage of the DART stations and its proximity to NorthPark Center (see Exhibit B: Vickery Meadow TIF District Plan ). The district focuses on the Five Points intersection between Park Lane, Ridgecrest Drive, and Fair Oaks Avenue. The Shops at Park Lane is to date the only redevelopment project in the area. Local property owners organized the Vickery Meadow Improvement District (PID) in 2003 to provide supplemental police patrols and a child care center. The City purchased the property at 8255 Park Lane in 2009 for a future branch of the DPL (see Exhibit C: City-owned Library Site Map ). Due to fiscal pressure from the recent economic recession, the librarys design and construction were not funded in the 2012 Capital Bond Program. ECO received a Community Challenge Planning Grant from the U.S. Department of Housing & Urban Development in 2010 as part of the federal governments Sustainable Communities initiative. This joint partnership between HUD, the U.S. Department of Transportation, and the U.S. Environmental Protection Agency places emphasis on good planning and community revitalization. The Citys grant funds planning and pre-development work around five DART-served areas to better link workforce housing with employment opportunities. The City contracted with Fregonese Associates in fall 2011 as the lead of a team to create area plans and catalyst development concepts, in an effort known as Dallas TOD. The planning process commenced in January 2012 and will conclude with adoption of the final plans by Dallas City Council, currently scheduled for March 2013 (see Exhibit D: Dallas TOD Vickery Meadow Area Plan- Draft ). One of five planning areas, Vickery Meadow was selected for study due to a mixture of underutilized retail properties and aging apartment complexes, poor pedestrian
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connections to DART stations, and its diverse resident population. The planning process identified the library site as a key opportunity to kick-start redevelopment of the area, which includes the former Sams Club and other retail sites along the Shady Brook Lane corridor, and a unique opportunity to leverage city-owned property to integrate the needed library into a mixed-use development. A publicprivate partnership was recommended to facilitate the construction of the library before bond funds would become available. A detailed example pro forma and financing package was created to meet market conditions as a profitable project for a private development team (see Exhibit E: Dallas TOD Vickery Meadow Area Plan Catalyst Development Program). The proof of concept is the basis for the issuance of this RFP, but the Proposer is not required or expected to replicate the exact development program or financing structure. The plan also calls for complete street improvements along Park Lane and Shady Brook Lane, as well as improvements to the Five Points and Greenville Avenue/Park Lane intersection as complements to the new development, as public funding becomes available. The successful applicant will be allowed to negotiate a ground-lease agreement or property sale with the City for the library site. The successful applicant will design and construct a mixed-use development that will draw residents, workers, and visitors to Vickery Meadow. RFP Purpose The City is issuing this RFP for qualified parties interested in developing a new library-anchored mixed-use development in the heart of the Vickery Meadow neighborhood. The Proposer that presents the best overall vision for the development project, the strongest business proposal, complements the surrounding environment, provides maximum activation of the space, and provides the maximum financial benefit per the below evaluation criteria at the least financial cost to the City may be selected for further negotiations. The successful applicant will also be able to access grant funds related to pre-construction work for the project. Minimum Qualifications A. Minimum of one year with preference given to at least three (3) years prior experience in developing and managing mixed-use development projects. Additional preference will be given to developers with direct experience in infill and/or transit-oriented mixed-use development projects in Dallas-Fort Worth urban areas or with similar urban markets. B. Proven financial capacity to redevelop a similar-size site (according to the approved plan) and maintain operations over a three to four year stabilization period. C. Adequate cash reserves to manage all components of the project for a minimum of three (3) years after completion.

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D. Demonstrated ability to bring partners and related financial commitments to the table to enhance health and social service availability to the Vickery Meadow area. E. Inclusion of team members with proven experience in redevelopment activities in culturally and ethnically diverse neighborhoods is preferred. Preliminary Timeline The City intends to recommend award of a contract in June 2013. All dates are tentative and are subject to revision. Communication and Inquiries During the solicitation process the only contact with City personnel, other than with the Office of Business Development & Procurement Services, will be at the preproposal conference. All other questions should be in writing and referred to the buyer listed below. Michelle Charnoski, Sr. Buyer michelle.charnoski@dallascityhall.com City of Dallas, Business Development & Procurement Services The last day for submitted questions shall be 5 business days prior to the proposal due date. Pre-Proposal Conference Information A Pre-Proposal conference will be held on 4/29/13 at 2:00 p.m. in the Business Development and Procurement Services Conference Room #3FS, Dallas City Hall, 1500 Marilla, Dallas, Texas 75201. All Proposers are encouraged to attend the conference, but attendance is not mandatory. It is to the Proposers advantage to read all sections of the RFP prior to the preproposal meeting and advise City staff of any questions regarding the RFP specifications or supporting documentation during the meeting. Requests for additional information, questions submitted in writing by prospective Proposers, along with questions from the pre-proposal meeting, will be provided as an addendum on the Citys website (http://www.bids.dallascityhall.org). Submittals Sealed responses shall be delivered in person or by mail to the address listed below by 2:00 p.m. on the due date. Starting at 2:01 p.m. on the due date, submissions will not be accepted and will be returned to the Proposer unopened. All submissions should include the project name and number, firm name, address, telephone number, and designated contact person regarding the submission. One (1) original, ten (10) copies and 1 electronic document (flash drive or CD only) of the submission and relevant documentation should be submitted to:

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Dallas City Hall Michelle Charnoski, Sr. Buyer Business Development & Procurement Services 1500 Marilla St. #3FN Dallas, TX 75201 Submission Information The proposal submission should be organized in the following manner: A. Introduction 1. An overview of the proposal, including an introduction to the proposer, team experience, and vision for the project. 2. Contact information, including a primary contact name, mailing address, phone number, and email address. 3. Site Plans/Pictures/Images/Renderings - Submit a proposed site plan with images of proposed buildings, streetscaping, and landscaping. Submit a site plan that illustrates how specific improvements reinforce the vision of the Dallas TOD Vickery Meadow Area Plan and recognizes the important role of a library as a community and education center. The plan should clearly identify areas to be used for the library, parking, circulation, and landscaping. If any additional land is intended to be purchased and assembled beyond the City-owned site, the development group needs to clearly identify potential new uses for the areas. It is preferred that this description include elevations of all sides of new construction. A minimum of 20% of housing units shall be set aside as affordable. 4. Pro forma/Financing - Submit the cost and anticipated timing of construction, square footage of leasable property by use, and total project cost. Submit a pro forma showing anticipated financing structure, estimated public financial contributions to the project, sources and uses, and expected rate of return. B. Background of Proposer 1. Experience - Describe the proposers development experience. Provide examples of infill and/or transit-oriented mixed-use projects the proposer has developed including a description of the projects with photographs and the length of involvement with the project. 2. Professional references Include 3 references (contact names, phone numbers, and email addresses). 3. Summary of the proposers key personnel, including the principal that will be assigned to this project, their qualifications and the role they will play in the development. 4. Preference will be given to proposers who have a minimum of three (3) years prior experience in successfully developing and managing mixed-use and/or transit-oriented development projects; this will be
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reflected in points awarded under Criterion A Evaluation Criteria. Seven of 25 possible points may be awarded to respondents who meet the preferred criteria. Respondents meeting the minimum criteria may be awarded up to 18 points under that section. A minimum of one (1) completed successful comparable project for the lead firm or principals of the lead firm is required. C. Financial Information 1. Project Benefit to the City Provide information on estimated sales per square foot, annual real and business personal property tax revenue, and proceeds from the ground lease to the City. The City understands that some users may be non-profit operators and not fully subject to all applicable taxes. 2. Project Cost to City Provide information on library rent and requested City incentives, if any. 3. Proposer shall show the financial capacity to conduct the proposed project. Describe any litigation the proposer is engaged in that may interfere with the proposers effectiveness on this project. 4. Proposers shall present evidence satisfactory to the City demonstrating their ability to finance, construct, and maintain the proposed development. The selected applicant may be required to provide more detailed financial information during negotiations. Insurance Requirements The successful Proposer will be required to purchase and maintain, during the term of the contract, insurance as described in Attachment 1 and agrees to the indemnification agreement therein. Business Inclusion and Development Plan It is the policy of the City to use qualified Minority and Women-Owned Business Enterprises (M/WBEs) to the greatest extent feasible on the Citys construction, architectural and engineering, professional services, other services, and goods contracts. The City and its contractors shall not discriminate on the basis of race, color, religion, national origin, or sex in the award and performance of contracts. In consideration of this policy, the City has adopted the Business Inclusion and Development Plan (BID Plan) for all City contracts. The purpose of the Business Inclusion and Development Plan is to increase participation of locally owned M/WBEs in City procurement and contracting opportunities and to develop the local business base through the award of contracts and purchases to locally owned businesses. The Citys goal for minority and women business enterprises for other services is 23.8%, based on City Council Resolution #97-1605 dated May 14, 1997. It is the

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responsibility of the prospective proposer to comply with the M/WBE requirements and the Business Inclusion and Development Plan. Additional Information DPL Operational Requirements A typical DPL is 18,000 to 20,000 square feet with 100 off-street parking spaces. For the purposes of a mixed-use development, some parking may be shared with other uses. Additional parking reductions may be achieved through proximity to DART and on-street parking options (see Exhibit F: Dallas Public Library Facilities Requirements). The developer shall build the library shell space at their expense, with the interior finish-out, fixtures, materials, staffing and operations paid for by DPL and/or its nonprofit partners. Evaluation Criteria The following parameters will be used to evaluate the submittals: A. Proven track record of bidder to build and operate infill mixed-use and/or transit-oriented developments. Experience with this type of project in an urban setting and/or within Dallas-Fort Worth is preferred. Experience working in culturally and/or ethnically diverse neighborhoods is preferred. Preference will be given to proposers who have a minimum of three (3) years prior experience in successfully developing and managing mixed-use and/or transit-oriented development projects; 7 of 25 possible points may be awarded to respondents who meet the preferred criteria. A minimum of one (1) completed successful comparable project for the lead firm or principals of the lead firm is required. 25 points B. The ability of the proposer to obtain significant private financing for the project and the proposers financial capacity. 25 points C. Compatibility with and awareness of relevant planning documents, including the Dallas TOD Vickery Meadow Area Plan , the Vickery Meadow TIF Project Plan & Reinvestment Zone Financing Plan , and forwardDallas!. Proposed project makes use of and proposed site plan is compatible with a zoning designation of WMU-5-SH, as described in Chapter 51A Article XIII: Dallas Form Districts, as recommended in the Dallas TOD Vickery Meadow Area Plan. 10 points D. The ability of the proposed project to increase direct City revenues (new property taxes, sales taxes, ground lease revenue if applicable) at a minimum cost to the City, including incentives. The Citys preference is that subject to compatibility with library operations and market conditions, the densest, highest-value new private (taxable) development on the site, at the lowest cost to the City in public incentives, will be the most desirable proposal. 35 points
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E. The proposed site plan meets all requirements of DPL with quality design and exterior construction materials befitting a prominent neighborhood anchor. 5 points

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Contract Contract award is subject to approval by the Dallas City Council. The City will require the Proposer to sign the necessary contract documents prepared by the City Attorney's Office. A sample contract is included as an attachment for review of general terms and conditions. Confidentiality All information, documentation and other materials submitted in response to this solicitation are subject to public disclosure under the Texas Public Information Act after the solicitation is completed and contract executed with the selected Proposer.

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