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Pittsburgh Arena Real Estate Redevelopment LP
Request for Qualifications for M/WBE Developer of Mixed Income Housing
Former Civic Arena Site, Pittsburgh PA
Issue Date:
Contact:
May 1, 2015
Craig Dunham
[email protected]
Pre-Bid Conference:
May 19, 2015
1:00 pm – 3:00 pm
CONSOL Energy Center, Lexus Club
(Please enter through Suite Level at CONSOL Energy Garage Entrance –
Centre Avenue)
RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
TABLE OF CONTENTS
1. INTRODUCTION & BACKGROUND ........................................................................................... 2
1.1 Background ................................................................................................................................ 2
1.2 M/WBE Development Area ....................................................................................................... 3
1.3 Planning and Zoning .................................................................................................................. 4
1.4 Open Space ................................................................................................................................ 5
1.5 Community Collaboration and Implementation Plan (“CCIP”) ................................................ 5
2. SCOPE AND DEVELOPMENT ...................................................................................................... 7
2.1 Overview .................................................................................................................................... 7
3. SUMMARY OF KEY DATES .......................................................................................................... 8
4. PROJECT OVERSIGHT .................................................................................................................. 9
4.1 SEA and the URA ..................................................................................................................... 9
4.2 Community Collaboration Executive Management Committee (“Management Committee”) . 9
5. PROJECT VISION, GOALS AND REQUIREMENTS .............................................................. 11
5.1 Project Vision .......................................................................................................................... 11
5.2 Project Goals and Requirements .............................................................................................. 11
6. TRANSACTION STRUCTURE..................................................................................................... 13
6.1 Option Agreement.................................................................................................................... 13
6.2 Master Developer / M/WBE Residential Developer Agreement ............................................. 14
7. RFQ PROCESS OVERVIEW ........................................................................................................ 15
7.1 Selection Phase ........................................................................................................................ 15
7.2 Planning Phase ......................................................................................................................... 15
7.3 Execution Phase ....................................................................................................................... 15
8. RESPONSE SUBMISSION REQUIREMENTS ........................................................................... 16
8.1 General ..................................................................................................................................... 16
8.2 Team Overview, Qualifications and Past Performance ........................................................... 16
8.3. Financial Information.............................................................................................................. 18
8.4 Copies and Submission ............................................................................................................ 19
9. RESPONSE EVALUATION PROCESS ....................................................................................... 20
9.1 Prior experience in developing similar projects....................................................................... 20
9.2 Financial capacity to complete the Project. ............................................................................. 20
9.3 Prior experience in similar transactions and in dealing with communities and other
Stakeholders. .................................................................................................................................. 20
9.4 Qualifications and experience individuals on the Development Team. ................................... 20
Attachment 1 – Option Agreement..................................................................................................... 21
Attachment 2 – PLDP and SP Text .................................................................................................... 22
Attachment 3 – Community Collaboration and Implementation Plan ........................................... 23
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
1. INTRODUCTION & BACKGROUND
1.1 Background
Pittsburgh Arena Real Estate Redevelopment LP (hereinafter, the “Master Developer”) seeks a
highly qualified Minority or Women Owned Business Enterprise (“M/WBE”) to plan and develop a
multifamily residential mixed-income project in Pittsburgh, Pennsylvania consisting of a minimum
of 250 units (further discussed below) (the “Project”). The Project will be part of a larger mixed-use
development on 28 acres located adjacent to CONSOL Energy Center (the “Arena”), home of the
Pittsburgh Penguins, a National Hockey League franchise (the “Overall Redevelopment Project”).
The Master Developer is an affiliate of the Pittsburgh Penguins franchise and of Pittsburgh Arena
Operating LP (“PAO”). PAO is the primary tenant of the “Arena pursuant to a lease agreement that
extends through mid-2040. The Arena is owned by the Sports & Exhibition Authority of Pittsburgh
and Allegheny County (the “SEA”).
The Project comprises part of a comprehensive redevelopment effort of a 28-acre urban infill site
located in Pittsburgh’s Lower Hill District neighborhood (the “Civic Arena Site”). The Civic Arena
Site was formerly the location of the Civic Arena and surrounding parking lots from the early 1960’s
until the demolition of the Civic Arena in 2012. Over the course of its operation, Civic Arena was
home to the Pittsburgh Penguins and served as a venue for numerous entertainment acts and cultural
performances. Prior to the construction of Civic Arena, the Civic Arena Site was a significant
component of a multi-cultural neighborhood known as the “Lower Hill”. The Civic Arena Site is
currently utilized as a surface parking lot for both daytime commuters and attendees of hockey
games and other events at the Arena.
The Master Developer, together with the SEA and the Urban Redevelopment Authority of Pittsburgh
(the “URA”), is a party to a Comprehensive Option Agreement dated September 11, 2014 (the
“Option Agreement”). The Option Agreement serves as the framework pursuant to which the Master
Developer and its designated developers would work with the SEA and URA to develop the Civic
Arena Site, as more particularly described in Section 6.1 of this RFQ. The Option Agreement is
included as Attachment 1 to this RFQ.
The Master Developer has selected McCormack Baron Salazar, Inc. (“MBS”) to serve as the lead
developer for as many as 850 units, or more if market conditions warrant, on the portions of the
Civic Arena Site designated for residential development (the “Residential Development Area”). The
M/WBE residential developer selected pursuant to this RFQ (the “Selected Developer”) shall be
responsible for the development of at least 250 housing units on the Residential Development Area.
The actual portion of the Residential Development Area on which the Selected Developer will
construct its units is hereinafter referred to as the “Project Site”. The Selected Developer must
develop the Project in cooperation with the Master Developer and MBS. The Master Developer,
MBS and the Selected Developer will use commercially reasonable efforts to construct additional
units as part of the Project, such that the Project would represent up to 25% of the overall units
constructed within the Residential Development Area. The Master Developer and MBS will work
with the Selected Developer to maximize the number of units constructed by the Selected Developer
up to the 25% threshold; provided such units can be constructed on a single development tract. SEA
is currently advancing the design and construction of new interior roadways and public right-of-way
improvements.
The Master Developer is seeking qualifications and statements of development vision from M/WBE
firms that have a proven combination of experience, financial capacity, and expertise in the design,
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
development and construction of sustainable, urban, residential and mixed-income projects. In
particular, the Selected Developer would collaborate with local stakeholders and other development
partners to implement a vision for the Project that:
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establishes a vibrant sense of place around the Arena;
is consistent with the Community Collaboration and Implementation Plan (“CCIP”) as
further described in section 1.5 below;
reconnects the Pittsburgh Central Business District to the Greater Hill District and Uptown
neighborhoods;
plans and develops an urban, walkable mixed-use community;
achieves exceptional sustainability goals in accordance with LEED;
includes and involves the local community in the design, construction, and operation;
enhances the overall quality of life for neighboring residents and stakeholders; and
adheres to strict development standards set forth in Master Developer’s approved
development plan for Overall Redevelopment Project, including LEED ND certification
goals.
Any developers seeking to submit a proposal must meet the following criteria as of the
proposal due date: (i) be a MBE or WBE certified by the City of Pittsburgh, Allegheny
County or the Commonwealth of Pennsylvania; (ii) not be subject to claims or judgments for
previous projects, including safety claims; (iii) not have failed to complete any prior project in
breach of its obligation; and (iv) not be banned from participation in a publicly-funded project
or program, or have a “Flag” or other similar designation placed by HUD or another
governmental entity on a project or program in which such vendor is participating. Each
Developer must provide a copy of its MBE or WBE certification with its proposal. Developers
must maintain a valid certification throughout the term of the Development Agreement (as
discussed below). Failure to maintain a valid certification will be considered a breach of the
Development Agreement.
The Master Developer and the Selected Developer will enter into a development agreement which
will more fully set forth the terms and conditions of the Selected Developer’s development of the
Project (the “Development Agreement”). The terms and conditions of the Development Agreement
are more particularly described in Section 6.2 of this RFQ.
The Master Developer will select the Selected Developer based on qualifications, references, and
financial capability to execute the Project (see Sections 9 and 10 of this RFQ below). Any MBE
developer which submits applications in response to this RFQ shall be referred to herein as an
“Offeror”.
Submissions in response to this Request for Qualifications are due June 12, 2015 by 2:00 pm
EST. Responses received after the date and time prescribed may not be considered for contract
award and shall be returned to the Offeror at the discretion of Master Developer. For a full
schedule of activities and key dates, see Section 3 of this RFQ.
1.2 Residential Development Area and Project Site
The Residential Development Area is located north of the Arena and is situated between the
Downtown Pittsburgh Central Business District, Uptown and the Greater Hill District community. It
is also in close proximity to Duquesne University, Chatham Center, UPMC Mercy Hospital, and the
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
US Steel Tower “T” Stop.
In November of 2014, it was announced that U.S. Steel would be locating their new 268,000 square
foot headquarters on the Project Site by 2017. This anchor will help catalyze both the commercial
office and retail components of the overall development by bringing significant life and activity to
the site.
The Residential Development Area encompasses Blocks A, B and C of the Civic Arena Site, as
shown on the plan below. The U.S. Steel development will be located on Block D. The specific
boundaries of the Residential Development Area are as follows:
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North - Bedford Avenue;
West - “Street 2”;
South - Centre Avenue; and
East - Crawford Street.
The Project Site which is the focus of this RFQ and will be a defined portion of the overall
Residential Development Area, designated by mutual agreement of the Selected Developer, MBS
and the Master Developer.
1.3 Planning and Zoning
The Residential Development Area is zoned under a flexible, form based code as a Specially Planned
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
District, the “SP-11 Lower Hill Planned Development District” – Sub – District 2. The applicable
development requirements are set forth in the Preliminary Land Development Plan (“PLDP”) and
Specially Planned District text (the “Zoning Text Amendment”), which are attached as Attachment 2
of this RFQ. The PLDP and Zoning Text Amendment serve to define streets and right of way
locations, locations and sizes of open space, sustainability standards, parking requirements, signage
standards and allowances, allowable heights, and required setbacks. The PLDP contains both
mandatory development requirements and design guidelines for the district while the Zoning Text
Amendment is entirely mandatory.
As part of the approvals process, prior to development, the Selected Developer will be required to
submit a Final Land Development Plan (“FLDP”) to the Department of City Planning which will
build upon the requirements and guidelines set forth in the PLDP and Zoning Text Amendment to
include detailed building plans and an updated evaluation of impacts such as parking and traffic, as
well as any other required approvals.
1.4 Open Space
Pursuant to the Zoning Text Amendment, ten percent (10%) of the gross area of the Civic Arena Site
(equivalent to 2.8 acres total) must be improved as publicly accessible open space. The PLDP and
SPD include requirements for the timing of completion of the open space during the course of
development of the Civic Arena Site. The Selected Developer and MBS will be responsible for jointly
funding and developing an approximately 1.0 acre park within the Residential Development Area,
plus a pedestrian easement aligning with Webster Avenue.
Following its completion by the Selected Developer and MBS, the open space will be owned and
maintained by a private owners association (the “Association”). The Association may encompass all
or part of the Civic Arena Site, or may be limited to the Residential Development Area. Funding for
the Association will be provided through assessments on property owners within the area covered by
the Association. To the extent that the Association encompasses more than the Residential
Development Area, the Master Developer anticipates that such Association could function as a
mechanism through which the developers can collaborate to make the project unique via
programming of special events, enhanced security, etc. The specific structure and funding
mechanism for the Association has yet to be formulated but will be done so prior to the first takedown of a parcel on the Civic Arena Site.
1.5 Community Collaboration and Implementation Plan (“CCIP”)
In September 2014, the Master Redeveloper, the City, the County and community stakeholders in the
Greater Hill District adopted the Lower Hill Redevelopment Community Collaboration and
Implementation Plan (the “CCIP”). The CCIP requires the Selected Developer to follow a process to
help ensure the following:
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Inclusion of MBE’s in the Project;
Provision of Jobs for Local Workers and Workforce Development;
Housing Inclusion and Home Ownership;
Communications, Reporting, and Tracking;
Opportunities for Legacy Building;
Opportunities for Community Wealth Building; and
Coordinated Community Development.
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
Among other things, the CCIP requires all developers on the Civic Arena Site to use commercially
reasonable efforts to achieve the following goals for development projects on the Civic Arena Site,
during the pre-development, development and post-development phases of their respective projects:
• 30% of the total contracted work on the Civic Arena Site to be provided by MBE and 15%
of the total contracted work to be provided by WBE.
• 75% of the total contracted work from M/WBE to consist of labor and materials installation
or direct provision of services.
• 20% of new hires on the total Civic Arena Site redevelopment project would be local
residents and minorities.
The Selected Developer and those of its contractors or subcontractors who meet the applicable City,
County or Commonwealth criteria for MBE or WBE enterprises will be counted toward meeting the
above-described M/WBE participation goals under the CCIP. Other details of the goals contained in
the CCIP are set forth in the CCIP document, which is included as Attachment 3 to this RFQ.
The Selected Developer will be required to sign a Statement of Affirmation endorsing the CCIP and
its goals and requiring it to use commercially reasonable efforts to collaborate on the implementation
of the CCIP. The Selected Developer also will be required to submit periodic reports to the Master
Developer and the Executive Management Committee overseeing the implementation of the CCIP to
demonstrate compliance with the minority and local hiring goals and other aspects set forth in the
CCIP, as described in more detail in Section 4.2 below. Details of such reporting are set forth in the
CCIP document.
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
2. SCOPE AND DEVELOPMENT
2.1 Overview
As previously stated, the Selected Developer will develop a minimum of 250 units of mixed-income
residential focused development within a designated portion of the Residential Development Area.
The concept for the project is a generally market-rate community with affordable units incorporated
throughout the project. A total of 20% of the residential units within the Project must be priced to be
affordable to tenants having individual medial household incomes at the following percentiles of
Individual Family Median Income (AMI) for the Pittsburgh HUD Metropolitan Fair Market
Rent/Income Limits Area (as the same is established by HUD from time to time):
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15.0% of units at 80% of AMI
2.5% of units at 70% of AMI
2.5% of units at 60% of AMI
The City of Pittsburgh and the URA have undertaken a housing study consistent with the CCIP,
which may further inform the affordable housing goals of the CCIP. The Selected Developer must
plan and execute all required activities to complete vertical development of that portion of the
property, in coordination with other developments elsewhere on the Civic Arena Site. This includes,
at a minimum, the following:
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Market studies;
Land use planning;
Environmental and geotechnical due diligence;
Parking demand and traffic analysis;
Adherence to the CCIP and other efforts to involve and include the community in the
Project;
Achieving LEED ND certification;
Development block grading as required;
Utility coordination;
Approvals for the FLDP, including all site plans and architectural drawings in coordination
with the approved PLDP;
Vertical development for intended product including design, financing, and construction;
Assistance in securing funding necessary for structured parking and other required
infrastructure to accommodate development; and
Ongoing operations.
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
3. SUMMARY OF KEY DATES
The overall schedule for accepting and reviewing Responses and Developer Selection is:
RFQ Issue Date
May 1, 2015
Pre-Bid Conference
May 19, 2015
Closing Date for Written Questions
Week of May 25, 2015
Closing Date for Response Submission
June 12, 2015
Anticipated Date of Developer Selection
July 17, 2015
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
4. PROJECT OVERSIGHT
4.1 SEA and URA
As detailed in the Option Agreement, the SEA and the URA will oversee the Selected Developer’s
adherence to the terms of the Option Agreement including timelines and schedules related to
approvals and the commencement of vertical development. The Selected Developer will coordinate
with the Master Developer to submit a Letter of Intent to the SEA and/or the URA with regard to its
development plans for the Project and on the subsequent appraisal of the Project Site. After review of
the development proposal by SEA and/or URA staff and completion of the appraisal, the Selected
Developer would submit a Take Down Notice to the SEA and/or the URA.
Following receipt of the Take Down Notice, the SEA and/or the URA Boards of Directors would be
required to hold preliminary and final votes on the development proposal, and may impose conditions
in connection with such votes. To the extent the Project Site is on land owned by the URA,
Pittsburgh City Council must also vote to authorize approval of a disposition contact by the URA.
The approval of the SEA and/or the URA Boards (and, if applicable, City Council) for the Project
would be in addition to the FLDP or other approvals from the City, County or other governmental
entities. Details of the take down/approvals process are contained in the Option Agreement.
Following receipt of all the necessary Board and governmental development approvals, the SEA
and/or the URA would convey the Project Site directly to the Selected Developer. The deed(s) from
the SEA and/or the URA would contain certain covenants imposed on the Selected Developer and
certain restrictions with regard to the Selected Developer’s development and future use of the Project
Site. Such covenants would include, among other things, limitations on the future use of the site and
the future modification of the improvements on the property. In addition to the deed(s), the Selected
Developer and the SEA and/or the URA would enter into a Disposition Contract at take down closing
that will contain certain additional covenants and restrictions with regard to the Project Site. Such
latter covenants will include, among other things, requirements as to the time periods during which
the Selected Developer must commence site work on the Project Site and deadlines by which vertical
improvements must be completed. Further, the Selected Developer may be required to enter into
additional agreements with the SEA and/or the URA in connection with the development, such as one
or more performance guaranties and environmental indemnification agreements.
The SEA and/or the URA would have the ongoing ability to monitor the covenants and restrictions
contained in the deed(s), the Disposition Contract and other agreements to be entered by the Selected
Developer in connection with the Disposition Contact. The exhibits to the Option Agreement contain
forms of the deed, Disposition Contract and other agreements to be entered into by the Selected
Developer with the SEA and/or the URA.
4.2 Community Collaboration Executive Management Committee and Developer Diversity
Coordinator
The Executive Management Committee (with the assistance of an independent consultant) will
enforce and promote the guidelines and principles set forth in the CCIP. The Executive Management
Committee will include members representing the Master Developer as well as public and community
stakeholders. The Executive Management Committee will also work with the Selected Developer to
ensure that the legacy of the Hill District is preserved as part of the Project. Details of the Executive
Management Committee can be found in Article III of the CCIP document.
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
The CCIP also contemplates that the Master Developer and its designated developers would select a
Developer Diversity Coordinator who would act as the primary coordinator for the implementation of
the CCIP for the Master Developer, its designated developers, the Executive Management Committee
and the community groups. The Developer Diversity Coordinator’s tasks would include coordinating
with the Selected Developer and its contractors (and their subcontractors) and governmental equal
employment opportunity agencies for their bidding and contracting efforts. The Developer Diversity
Coordinator would also coordinate with the Selected Developer and its contractors/subcontractors to
implement the M/WBE and local resident hiring goals associated with the project and to file the
required reports with the Executive Management Committee and the local agencies.
The CCIP provides for penalties in the event that the Selected Developer or its
contractors/subcontractors willfully or consistently fail to use commercially reasonable efforts to
implement the CCIP and its goals. The Selected Developer would receive a notice of any willful or
consistent non-compliance with the CCIP and have 60 days after such notice to cure the default in full
or else commence and diligently pursue the necessary corrective measures. A failure to cure willful
or consistent non-compliance with the CCIP may result in the Selected Developer being barred from
participation in future phases of the Project. The foregoing penalty and notice provisions of the CCIP
will be included in the Development Agreement and a failure by the Selected Developer to comply
with such provisions will constitute a default under the Development Agreement.
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
5. PROJECT VISION, GOALS AND REQUIREMENTS
5.1 Project Vision
The redevelopment of the Civic Arena Site is intended to create a vibrant mixed-use neighborhood,
and to serve as a catalyst for the revitalization of the adjacent Hill District. The Civic Arena Site
redevelopment should incorporate imaginative and sophisticated architecture and design features.
Streets, sidewalks, and open space should be designed to be pedestrian-friendly with special features,
shade trees, fountains and public art. Such design features should incorporate innovative uses of
building heights, building mass and spacing, building materials, and views to enhance the
relationship of the facilities with each other as well as with the adjacent offsite residential and
commercial areas.
5.2 Project Goals and Requirements
The Master Developer’s primary goals for the Overall Redevelopment Project include:
a. Accessibility: Due to the Civic Arena Site’s location in close proximity to the Hill District,
Downtown and Uptown, as well as UPMC Mercy and Duquesne University, it is the goal of the
Master Developer to improve connectivity and accessibility between and among the
neighborhoods using the Site as a connector. Enhanced accessibility will contribute to the
economic development of the region and capitalize on the Civic Arena Site’s keystone location.
Accessibility includes, but is not limited to, pedestrian and transit-oriented physical
improvements.
b. Sustainability: The Master Developer intends to seek the U.S. Green Building Council’s
Leadership in Energy and Environmental Design (“LEED”) neighborhood development (“LEEDND”) certification for the Overall Redevelopment Project. In addition, it is the goal of the Master
Developer to require the Selected Developer to seek and obtain LEED certification for individual
buildings in the Project. Other sustainable features of the Project could include, but are not
limited to, water-efficient landscaping, storm-water management, transportation/parking
management, energy-efficient design, alternative energy technologies, and smart technology.
c. Quality Design: As encouraged by the City’s Zoning Ordinance, quality design recognizes the
downtown Pittsburgh’s regional significance. Moreover, due to the large scale of the
redevelopment opportunity, quality design will ensure that the Project integrates successfully with
the greater urban fabric.
d. Community Collaboration: The Master Developer has worked in partnership with Hill District
community organizations to develop the CCIP. As described elsewhere in this RFQ, the CCIP
outlines specific goals, strategies and processes for maximizing the inclusion of the Greater Hill
District community and its residents in certain aspects of the Overall Redevelopment Project.
The CCIP and the implementation of its goals, strategies and processes is intended to represent an
unprecedented level of collaboration for the Southwestern Pennsylvania region among
developers, public partners and community stakeholders for the benefit of one community.
As part of the CCIP, the Master Developer will partner with the URA and the Hill District
community to develop and manage a Community Collaboration Fund to attract funding and
generate revenue for implementing the goals, strategies and processes in the CCIP, investing in or
providing financing for development projects and funding other community in the Greater Hill
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
District. The Master Developer expects the Selected Developer to work with Greater Hill District
community groups and the Executive Management Committee to identify funding sources for this
fund.
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6. TRANSACTION STRUCTURE
6.1 Option Agreement
As previously discussed in this RFQ, the Master Developer is a party to the Option Agreement with
the SEA and the URA. As the Optionee, the Master Developer and its designated developers
(including the Selected Developer) are required to follow the option “takedown” process as outlined
in Section 4.1 above and as more particularly described in the Option Agreement. Following the
Master Developer’s selection of the Selected Developer as contemplated by this RFQ, the takedown
development process would consist of the following significant steps:
1. Master Developer submits introductory letter to SEA/URA introducing Selected Developer.
2. Selected Developer and Master Developer meet with SEA/URA in Pre-Takedown Meeting
3. Master Developer (with assistance from Selected Developer) submits Letter of Intent and
Conceptual Development Plan for Project to SEA/URA, together with $10,000 non-refundable
fee to cover cost of appraisal.
4. Start of appraisal process for Project Site by designated appraiser under Option Agreement;
SEA/URA staff review Conceptual Development Plan and other development terms of the
Project.
5. Selected Developer conducts due diligence on the Project Site, pursuant to a License Agreement
with the SEA/URA.
6. After completion of appraisal, Selected Developer submits Take Down Notice to SEA/URA,
together with a Good Faith Deposit.
7. SEA and/or URA Boards of Directors vote on preliminary approval of the Project; if the Project
involves URA-owned land, Pittsburgh City Council also votes to authorize URA to sign
disposition contract with the Selected Developer.
8. Selected Developer obtains other approvals for the Project, such as the FLDP, financing plans and
other governmental approvals.
9. SEA and/or URA Boards of Directors vote on a final approval of the Project.
10. Closing and execution of Disposition Contract, deed and other documents by Selected Developer
and/or URA and SEA.
The Option Agreement contemplates that the process described above would be completed within 360
days after the submission of the Letter of Intent. The 360-day development period mirrors the
requirement under the Option Agreement that at least 2.8 acres of the Civic Arena Site be taken down
during each 12-month option period from October 2014 through October 2023. The Master
Developer may extend a 12-month option period without the payment of additional fees in certain
limited circumstances due to the lack of necessary infrastructure or parking, the existence of certain
title defects or the presence of environmental contamination on the Civic Arena Site. The Designated
Developer can also extend the deadline to take down the Project Site for up to 6 calendar months
from the SEA or the URA.
The Option Agreement provides that the purchase price for tracts on the Civic Arena Site that are
taken down by designated developers may be paid in cash or through redevelopment credits held by
the Master Developer. The Master Developer anticipates that it will utilize redevelopment credits to
pay for the Project Site to the extent available under the Option Agreement.
The Selected Developer may request the Master Developer to obtain free or paid extensions of
closing from the SEA and/or the URA to the extent available under the Option Agreement. The
Development Agreement (as described below) will set forth the circumstances under which the
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
Selected Developer can make such requests. The Selected Developer will be responsible for all fees
payable to the SEA and/or the URA in connection with any such requests.
6.2 Development Agreement with Master Developer
Following the selection of the Selected Developer pursuant to this RFQ, the Selected Developer and
the Master Developer will enter into the Development Agreement. The Development Agreement will
set forth the principal terms and conditions of the construction of the Project, including the approval
of the proposed Project plans; the implementation of the Project development timeline; and the
respective responsibilities of the Master Developer and the Selected Developer with respect to various
aspects of the Project. As noted in Section 6.1 above, the Development Agreement will contain
provisions whereby the Selected Developer can request the Master Developer to obtain pauses to
extend the closing deadline under the Option Agreement. Further, the Development Agreement will
contain provisions obligating the Selected Developer to comply with the affordable housing and other
inclusionary goals in the CCIP, as described in Section 2.1 above.
6.3 Cooperation Agreement with MBS
As noted above, the Master Developer has designated MBS as the lead residential developer for the
Residential Development Area. As such, MBS will have performed significant due diligence on the
Project Site and have spent significant sums on infrastructure and site master planning as part of its
development efforts for the Residential Development Area.
These and other aspects of the MBS development would tangibly benefit the Project. In addition,
certain aspects of the MBS development on the Residential Development Area would need to be
coordinated with the development of the Project on the Project Site.
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
7. RFQ PROCESS OVERVIEW
A brief summary of the development process under this RFQ, beginning with the determination of a
Selected Developer and ending with obtaining entitlements, including individual leases for each phase
of development, is given below.
7.1 Selection Phase
a. Issue RFQ – May 1, 2015
b. Pre-bid meeting and optional site tour –May 19, 2015
c. Deadline for questions – Week of May 25, 2015
d. Submission deadline – June 12, 2015
e. Selection Committee review and CCIP EMC review – Late June 2015
f. Oral interviews with Selection Committee and CCIP EMC – Early July 2015
g. Invitation to enter into negotiations with one or more Offerors as selected by Selection
Committee and CCIP EMC – July 2015
h. Selected Offeror(s) conditionally identified by the Master Developer and CCIP EMC – July
2015
i.
Memorandum of Understanding (MOU) between proposed Selected Developer and
Master Developer, detailing responsibilities for the next phase – September 30, 2015
j.
MOU between Selected Developer and MBS, detailing terms of Cooperation Agreement
– September 30, 2015
7.2 Planning Phase
a. Master Developer and Selected Developer create FLDP, based on the approved PLDP for the
Overall Development Project
b. Stakeholder consensus obtained under CCIP, including community design charrette
c. Coordination of development between MBS and Selected Developer
d. Preliminary discussions/presentations with SEA/URA
7.3 Execution Phase
a. Development Agreement finalized
b. Cooperation Agreement finalized
c. Introductory letter from Master Developer to SEA/URA
d. Letter of Intent submitted to SEA/URA
e. Conceptual Development Plan reviewed with SEA/URA staff
f. Appraisal of Project Site
g. Selected Developer due diligence activities
h. Take-down notice and final Project Site valuation
i. SEA/URA preliminary and final Board approval (and City Council approval if Project Site is
owned by URA)
j. FLDP and other approvals
k. Property closing: transfer of title from SEA/URA to the Selected Developer and execution of
Disposition Contract and related documents
l. Construction commences for first phase
m. Pre–leasing for first phase
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
8. RESPONSE SUBMISSION REQUIREMENTS
8.1 General
Responses must be printed on 8.5 by 11 inch paper and bound in one three ring binder. The Offeror
must also submit one copy of the Response in a CD format.
Offerors are cautioned that it is their responsibility to clearly respond to this RFQ and that
organization of their Response, as well as its thoroughness, is critical to the evaluation process. All
RFQ Forms must be completed legibly and in their entirety, and all required supplemental
information must be furnished and presented in an organized, comprehensive and easy to follow
manner.
Unnecessarily elaborate brochures of other presentations beyond what is sufficient to present a
complete and effective Response are not desired.
By submitting a Response, the Offeror acknowledges that they have read this RFQ, understand it,
and agree to be bound by its terms and conditions. Responses may be submitted by mail or delivered
in person.
Each Offeror responding to this RFQ must supply all of the documentation required herein. Failure
to provide documentation with the Offeror's Response to this RFQ may result in the disqualification
of the Offeror's Response.
8.2 Team Overview, Qualifications and Past Performance
The Offeror must submit the following information, arranged in the same order and identified with
headings as presented herein. This information will be considered the minimum content of the Full
Response. The contents of this folder may be shared with interested Stakeholders.
8.2.1 Transmittal Letter
A letter signed by an authorized officer of the development team to make a binding commitment for
the Developer without the consent or joiner of any other party or authority The Transmittal Letter
should state that the Proposal is valid for 180 days and that, if selected, the Developer will negotiate
in good faith with the Master Developer. The transmittal letter shall also certify that the Developer
has reviewed and commits to the stipulations of the CCIP as included in this RFP.
8.2.2 MBE Certification
Offerors shall provide proof of their current M/WBE certification with the City of Pittsburgh,
Allegheny County and/or Commonwealth of Pennsylvania, together with certificates of good
standing.
8.2.3 Table of Contents
8.2.4 Executive Summary excluding all financial information.
8.2.5 Development Team Overview and Organizational Structure
Offerors shall provide a resume for each member of the proposed Development Team. Offerors must
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
identify the project leader and the role of each member of the Development Team, as well as the
proposed Project Manager and lead Project Architect.
Offerors shall provide an organizational chart and narrative description that identifies the proposed
team structure clearly delineating relationships between reporting roles. Summary qualifications of
key project staff should be included as well as their relevant experience.
8.2.6 Past Performance
Each Offeror’s qualifications should demonstrate expertise and proven experience in mixed use,
residential multi-family, and/or mixed income development and management, as well as in publicprivate partnerships and the requirements of the M/WBE developer as set forth in the CCIP.. In
particular, any Offeror must not (i) be subject to claims or judgments from previous projects,
including safety claims; (ii) have failed to complete any prior project in breach of its
obligations; and (iii) be banned from participation in a publicly-funded project or program, or
have a “Flag” or other similar designation placed on a project or program in which such
Offeror is participating by HUD, the URA, the SEA or another applicable governmental
authority.
Offerors must provide narrative and illustrative materials on five (5) recent projects of similar or
comparable scope with specific emphasis on projects of similar scale to the development of a single
block of the vision, in the region over the past 10 years. Past Performance examples shall include at
a minimum:
a. Name / address / location of project
b.
Development team members including lead developer, project architect, general
contractor, lender(s) and equity provider(s)
c.
References including names, addresses, telephone numbers and email addresses and a
letter authorizing each reference to respond to inquiries regarding the design, financing
and development of the project as well as prior projects
d. Site plan, photographs, project renderings
e. Evidence of design excellence and inclusion of sustainable design features, including LEED
or other green certification achieved
f. Development scope
i.
ii.
iii.
iv.
v.
Land area (square feet)
Square footage of buildings (broken down by product type)
Residential unit mix (mix by unit type)
Parking spaces and orientation (above grade structured, surface, below
grade)
Construction type (high-rise, mid-rise, low-rise; concrete, steel or wood)
g. Development costs (excluding land costs)
i.
ii.
Total project development costs
Hard costs by product type (total and $ / s.f.)
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
iii.
iv.
Soft costs
Development fees
h. The sources and amounts of project funding
i.
Project timeline from initial planning to land acquisition to construction completion and
lease up / sale as well as current project status
j.
Unique challenges associated with the project and solutions that were implemented by the
developer
k.
Evidence of successful community collaboration and incorporation of a community
benefits agreement, if applicable
l.
Any factual measures of success including but not limited to:
i.
ii.
iii.
m.
Initial budget vs. final cost
Projected Net Operating Income (NOI) for first stabilized year (and projected
year) vs. actual stabilized NOI (and actual year of stabilization)
Satisfaction of public entity (where applicable, demonstrate through past
performance review)
Two (2) references from each project including e-mail and phone number
8.2.7 A list of any projects on which the Offeror, its parent company, or any member of its
development team has defaulted or declared bankruptcy, and an explanation of each default or
bankruptcy. Note that any failure by any the foregoing to complete any prior project in
breach of its respective obligations will disqualify the Offeror from further consideration
by the Master Developer.
8.2.8 Detailed information regarding any criminal indictments or felony convictions of the Offeror
or any principal, officer, director, partner, member, manager or equivalent of any person or
entity constituting a member of the Offeror’s development team.
8.2.9 Any other information to assist the Master Developer in its evaluation of the Proposal
including a statement of why the Master Developer should select the Offeror and its
development team as the Selected Developer.
8.3. Financial Information
The Offeror must submit the following information, arranged in the same order and identified
with headings as presented herein. The contents of this binder are intended for the Master
Developer and its advisors, experts and/or staff members. To the extent permitted by law and
regulation, the information provided under Section 8.3.2(e) will be kept confidential.
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
8.3.1 Table of Contents
8.3.2 Given the complex nature of the Project, the Master Developer must understand the Offeror’s
financial capability to undertake and successfully complete the project. Important
considerations include:
a.
Describe the Offeror’s or its lead development partner’s experience in obtaining private
equity and debt for public-private developments similar in scale and scope to the Overall
Redevelopment Project as described in this RFQ.
b.
Indicate the source(s) of both debt and equity financing for each referenced project stated
above and describe the Offeror’s commitment and capability to provide capital for this
Project.
c.
Indicate the amount of immediately available financial resources to fund the costs
associated with creation and approval of the FLDP, negotiation of Development
Agreement and other agreements associated with the Project, pre-marketing to tenants,
and other approvals, and other pre-development activities.
d.
Provide the names, phone numbers, and email addresses of at least three (3) commercial
or institutional credit references, three (3) financial partner references, and two (2) major
tenant references. A letter authorizing each reference to respond to inquiries from the
Master Developer should also be provided.
e.
Provide current audited financial statements of the organizations that will comprise the
business entity to be formed for this Project. Indicate available equity capital, and
available lines of credit via a letter from each of the financing sources stating total
amount of credit line and the amount of which is still available to be drawn.
8.4 Copies and Submission
One (1) original (duly marked) and five (5) copies of the proposal shall be delivered to the following
address. The Offeror must also submit one (1) copy of the Response in digital format on a USB
drive.
Travis Williams
CONSOL Energy Center
1001 Fifth Avenue
Pittsburgh, PA15219
Offerors are reminded that changes to the Request for Qualifications, in the form of addenda, are often
issued between the issue date and within three (3) days before the closing of the solicitation. All addenda
MUST be signed and submitted before the time and date of the closing of the bid or must accompany the
bid.
Notice of addenda will be posted on www.civicarenaredevelopment.com
Offerors are encouraged to monitor the web page for the most current addenda.
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
9. RESPONSE EVALUATION PROCESS
The following evaluation factors will be used to evaluate Offerors and are listed in order of importance:
9.1 Prior experience in developing similar projects.
9.1.1 Demonstrated experience and success as lead developer working to structure projects of similar
scope in the past 10 years that are comparable to and include the uses envisioned for the
Civic Arena Site.
9.1.2 Demonstrated experience in completing projects of the scale and complexity of the type of
Project envisioned in this RFQ in a timely manner and within budget.
9.1.4 Strength of recommendations provided by references for the Offeror.
9.1.5 Demonstrated experience with successfully achieving LEED certification for a development
site and/or building.
9.2 Financial capacity to complete the Project.
9.2.1 Strength and liquidity of the balance sheet(s).
9.2.2 Demonstrated ability to structure development projects to reduce the owner’s capital
investment and associated risk.
9.2.3 Existing institutional investor relationships, the duration of each, and if an established fund, the
amount invested and the amount remaining for future investments, or otherwise how future
investments such as the Project would be funded.
9.3 Prior experience in similar transactions and in dealing with community and other stakeholders.
9.3.1 Demonstrated experience in creating residential focused mixed use development with a
combination of public and private uses, and whether any public uses were related to transit.
The Master Developer may also weigh the history of litigation with public entities of each
respondent.
9.3.2 Demonstrated experience with successful community/stakeholder outreach programs.
9.3.3 Demonstrated ability to reach out and connect with Stakeholders from moderate and low
income and minority communities to obtain meaningful input.
9.4 Qualifications and experience of individuals on the development team.
9.4.1 Completeness of information on the Offeror’s proposed development team, and an explanation
of relationships among members that clearly shows the roles and contributions of each.
9.4.2 Availability of the development team members and the effectiveness of their plans for
balancing the workload associated with the Project and other existing commitments.
9.4.3 Strength of recommendations provided by references.
9.4.4 Strength of experience of individuals proposed in creating successful projects of similar scope.
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
Attachment 1 – Option Agreement
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
Attachment 2 – PLDP and Zoning Text Amendment
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RFQ M/WBE Developer – Former Civic Arena Site in Pittsburgh, PA
Attachment 3 – Community Collaboration and Implementation Plan
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