Rfp-mulberry Street Properties

REQUEST FOR PROPOSAL

MULBERRY STREET PROPERTIES BALTIMORE, MARYLAND 21201

Issue Date: May 23, 2008 Proposals Due: 12:00 noon (EST) September 22, 2008 Issued by the City of Baltimore Development Corporation On behalf of the Mayor and City Council of Baltimore

City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

Official copies of this Request for Proposal (RFP) are available on the BDC web site at www.baltimoredevelopment.com. Prospective Respondents who have received this RFP from the BDC web site or any other source should immediately contact the BDC and provide their name, mailing and e-mail addresses in order that amendments to the RFP or other communications may be sent to them. Any prospective Respondent who fails to notify BDC with this information assumes complete responsibility in the event that they do not receive communications from BDC prior to the RFP due date.

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City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

Table of Contents Page

I. II. III. IV. V. VI. VII. VIII. IX. X.

Introduction………………………………………………………. 4 Site Description............................................................................... 6 Intent of Offering ............................................................................ 7 Standards and Controls ................................................................... 9 Proposal Content............................................................................. 10 Submission Requirements............................................................... 14 Award Procedures........................................................................... 16 Evaluation Criteria .......................................................................... 17 Schedule of Events.......................................................................... 18 Rights Reserved and Administrative Information .......................... 18 Exhibits .......................................................................................... 21 Exhibit A Site Location Map Exhibit B Vicinity Map Exhibit C Westside Progress Status Map Exhibit D 410 and 422 W. Mulberry St.: Block Plat, Real Property Data and Photos Exhibit E 213 W. Mulberry St and 210 W. Pleasant St.: Block Plat, Real Property Data and Photos Exhibit F Capitol Investment in Project Area Exhibit G Market Center Urban Renewal Plan Exhibit H Memorandum of Agreement for the WestSide Exhibit I Commitment to Comply Form: MBE/WBE Program Exhibit J Baltimore City Residents’ First Hiring Agreement Exhibit K Development Budget Example Exhibit L Sources and Uses Statement Exhibit M 10-Year Operating Proforma Exhibit N Disclosures Exhibit O Certifications Forms

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City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

INTRODUCTION AND BACKGROUND In 1999, the Baltimore Development Corporation (BDC) commissioned a study of the downtown’s Westside, the former retail heart of the City (Refer to Exhibit A). Convinced that the area, surrounded by vital urban neighborhoods and districts, such as the University of Maryland and Medical System campus, and Seton Hill, Mount Vernon, the Central Business District (CBD), Charles Center and the major sports complex including M & T Stadium (Ravens Football) and Camden Yards Stadium (Orioles Baseball), was poised for a return from over twenty years of disinvestment, a major rebirth of urban vitality was predicted. The result of the 2000 study, The Westside Strategic Plan, was the formulation of a new vision, named The Westside Initiative. This vision included an urban, mixed-use neighborhood core containing ample opportunities for residential and business uses. The value of many historically important structures as well as opportunities for new creative development is recognized in the Plan. The Westside Initiative is a major redevelopment project that will bring over $1 billion in private and public investment to revitalize this once thriving retail district into a mixed-use community of residential, office, retail, institutional, and cultural uses. Since the inception of the Westside Initiative, significant projects (Refer to Exhibit C) have been developed including: The France-Merrick Performing Arts Center, including restoration of the historic Hippodrome Theater; Centerpoint, a one square-block mixed-use development, incorporating historic restoration and new infill development with market rate apartments and first floor retail space; Camden Court Apartments, a 221-unit market rate building; The Atrium at Market Center; a former Hecht’s Department Store apartment conversion; and The Barenburg Building, a historic rehabilitation with first floor retail space; The former Stewart’s Department Store; a historic rehabilitation, world headquarters for Catholic Relief Services. Recently completed projects in the Westside include; The Zenith, a 191-unit luxury residential tower; The Abell Building, a 35-unit historic restoration; and The Rombro Building, 17-unit condominium conversion, the Hilton Baltimore Convention Center Hotel (756 rooms) is scheduled for completion in August 2008. In the center of the excitement and energy generated by the Westside Initiative, the world renowned Lexington Market serves as a strong anchor. In existence for 226 years, Lexington Market has adapted to the changes around it, not only surviving, but thriving in this new neighborhood.

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City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

The City of Baltimore, the State of Maryland, Bank of America, the University of Maryland, Baltimore (UMB), the University of Maryland Medical System (UMMS), the Harry and Jennette Weinberg Foundation, and many private sector companies and individuals committed significant resources towards continued progress of the Westside Initiative. Among those investments is the State, City and private partnership that completed the renovation of the historic Hippodrome Theater as a world-class performing arts venue. UMB is continuing its expansion and investment in new facilities including their new Administration Building, while UMMS continues construction on the Ambulatory Care Facility-together they form University Center at the western boundary of the Westside Initiative. The Market Center Urban Renewal Area is within the geographic area described as the Westside Initiative, an area roughly bounded Chase Street to the north; Cathedral and Liberty Streets to the east; Pratt and Camden Streets to the south; Martin Luther King Jr. Boulevard to the west. The objectives of the Market Center Urban Renewal Plan (Refer to Exhibit I) are as follows: 1) to make possible public and private partnerships; 2) to maximize the public transportation system; 3) to acquire certain properties for assemblage as feasible redevelopment parcels; 4) to remove blighting influences, uses, or development in non-compliance of the Renewal Plan; 5) to assure consistent harmonious development; 6) to identify parcels of land which are available for redevelopment and to provide standards and controls for their redevelopment; 7) to establish a positive and identifiable image for the Project Area; 8) to encourage private investment, and to increase the stability of property values; 9) to provide for adequate vehicular and pedestrian circulation, public transportation and parking; 10) to enhance the environment with public improvements; 11) to encourage the preservation of existing historic and/or architecturally significant buildings and streetscapes; and 12) to encourage small, diverse, locally-owned businesses. The Sites offered for redevelopment under this Request for Proposal (RFP) are within the Market Center Urban Renewal Area and in the immediate proximity of noteworthy developments, planned, already under construction, or completed. The Sites offered, therefore, provide a special opportunity for developers to participate in one of downtown Baltimore’s most significant revitalization efforts. The redevelopment site is adjacent to two nationally recognized historical districts: Seton Hill to the north and Mount Vernon to the east. Seton Hill is an urban, mixed-income, neighborhood well-known for its quiet and intimate characteristics. Because of the limited commercial amenities and traffic throughout the neighborhood, Seton Hill presents a safe, desirable, and attractive neighborhood for its residents. It is a predominately residential area signified with pedestrian-scaled rowhomes and short pedestrian-friendly blocks. Seton Hill is anchored to the south by Saint Mary’s Seminal Chapel, the first significant Gothic Revival church in the United States and Seton Park, an urban park currently being updated through a master planning process. In order to maintain its identifying

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City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

character, Seton Hill will be preserved and strengthened as a quiet, intimate, and low-density neighborhood. Like Seton Hill, Mount Vernon is also an historical residential, urban neighborhood identified architecturally as having an eclectic type of building styles and uses throughout the entire district. Mount Vernon has numerous cultural institutions, pedestrian-scaled rowhomes and short pedestrian-friendly blocks. Mount Vernon is also well-known for its classical public squares in Mount Vernon Place, recognized by its classical design anchored by the nation’s first monument to George Washington. This cultural district shows the cohesive interaction of commercial, institutional, residential and religious and historic uses which provide special character to this neighborhood.

I. SITE DESCRIPTION The subject Sites (Refer to Exhibits D and E) offered under this Request for Proposal (RFP) consists of disposition lots and portions of disposition lots as defined by the Market Center Urban Renewal Plan as follows:

Site A – Portion of Disposition Lot #9 and Disposition Lot #10 includes: •

422 W. Mulberry Street, Ward 17, Section 08, Block 561, Lots 04-11 (Refer to Exhibit D). Property land area = ± 6,972 SF on a 56’ x 124’-6” site, Zoned B-5-1, improved by a paved surface parking lot [this parcel is surface parking currently leased by PMS Parking, Inc]. The City acquired the Property through a tax inquisition in May, 1990 for $12,000. The property was appraised by Concord Appraisal Company in April 2008 for $570,000 and by Woodley Appraisal Group in March, 2008 for $380,000. The appraisals will be available for review, but not distribution. This property is subject to the decision making process in the Westside Strategic Plan and is not subject to the review of the Maryland Historical Trust.

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410 W. Mulberry Street, Ward 17, Section 08, Block 561, Lots 1-3 (Refer to Exhibit D). Property land area = ± 12,588 SF site, Zoned B-4-2, improved by a paved surface parking lot [This parcel is surface parking currently leased by PMS Parking, Inc]. The City acquired the Property through a tax inquisition in May, 1990 for $145,000. The property was appraised by Concord Appraisal Company in April 2008 for $818,000 and by Woodley Appraisal Group in March, 2008 for $690,000. The appraisals will be available for review, but not distribution. This property is subject to the decision making process in the Westside Strategic Plan and is not subject to the review of the Maryland Historical Trust.

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City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

Site B – Portion of Disposition Lot #22 includes: •

213 W. Mulberry Street, Ward 04, Section 02, Block 578, Lot 29 (Refer to Exhibit E). Property land area = ± 1,080 SF on a 15’-6” x 70’ site, Zoned B-4-2, unimproved. The City acquired leasehold interest in the Property in a tax sale in July 2005. The Property is subject to an annual ground rent; $75 payable April 1st and October 1st. This property is subject to the decision making process in the Westside Strategic Plan and is not subject to the review of the Maryland Historical Trust.

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210 W. Pleasant Street, Ward 04, Section 02, Block 578, Lot 58 (Refer to Exhibit E). Property land area = ± 403 SF on a 15’-6” x 26’ site, Zoned B-4-2, unimproved. The City acquired leasehold interest in the Property in a tax sale in September 2005. The Property is subject to an annual ground rent; $75 payable April 1st and October 1st. This property is subject to the decision making process in the Westside Strategic Plan and is not subject to the review of the Maryland Historical Trust.

213 W. Mulberry Street and 210 W. Pleasant Street were appraised by Colliers Pinkard in July, 2006 for $30,000 (for both lots) and by Woodley Appraisal Group in May, 2006 for $58,000. In addition to Disposition Lots 9, 10 and 22 noted above, Developer may include adjacent, privately acquired parcels in their proposal response, if the project will be enhanced. The Developer should not expect the City to acquire any additional properties, if included in the proposal response.

II. INTENT OF OFFERING The City of Baltimore Development Corporation (BDC), on behalf of the Mayor and City Council of Baltimore (the “City”), is seeking proposals from qualified developers for new construction in; Offering #1, Portion of Disposition Lots #9 and Disposition Lot #10 and Offering #2, a portion of Disposition Lot #22. The City seeks proposals for mixed-use projects in accordance with objectives and goals as stated herein, as well as the rules and regulations for standards and controls established by the City. (See Standards and Controls, Section III.) The goals of the City in offering these Sites for sale include, but are not limited to, the following: • • •

The Site is offered in “as-is” condition. The City is seeking a fee simple or leasehold interest (as applicable) sale of the Site(s) to the developer(s). Respondents may submit proposals for a single Site or both Sites indicated below;

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City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

• • •

O Site A – 410 and 422 W. Mulberry Street O Site B – 213 W. Mulberry Street and 210 W. Pleasant Street Uses which include, or are supportive of, the Westside Strategic Plan are encouraged. The City anticipates completion of redevelopment of the Site(s) within twenty-four (24) months following disposition of the property(ies). Reliance on public funds is discouraged and subsidies by the City should not be anticipated.

MBE/WBE Participation It is the policy of the City that minority and women individuals and minority and women business enterprises should have maximum opportunity to participate in any and all components of the development, including but not limited to ownership, financing, design, construction, management, operations, and employment after project completion. In consideration for receiving fiscal assistance from or through the City of Baltimore, a developer or business covenants and agrees to comply with Article 5, Subtitle 28 of the Baltimore city Code (2000 Edition) regarding participation by Minority Business Enterprises (MBE) and Women’s Business Enterprises (WBE) in its development of a project. Purchaser covenants and agrees to use all reasonable good faith efforts to meet the MBE and WBE participation goals for this project. Please see Exhibit I, the “Commitment to Comply” Form. Minority and women’s business enterprises must be certified by the City of Baltimore. This certification is done by: Mr. Thomas B. Corey, Chief Minority and Women’s Business Opportunity Office City Law Department Room 101, City Hall 100 North Holliday Street Baltimore, Maryland 21202 (410) 396-4354 Inclusionary Housing It is the policy of the City that all individuals should have opportunity to participate in housing within the City. The City of Baltimore seeks to promote and encourage construction of housing units that provide affordable ownership and/or affordable rents. In consideration of receiving public subsidy towards the development of housing on the offered sites, a developer may be required to provide a portion of housing units complying with Article 13, Subtitle 2B Inclusionary Housing Requirements of the Baltimore City Code, the text of which can be found at:

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City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

http://cityservices.baltimorecity.gov/charterandcodes/Code/Art%2013%20-%20Housing.pdf

III. STANDARDS AND CONTROLS A. Proposed development must respect the character of the WestSide neighborhood as a mixed-use neighborhood with an emerging residential and cultural use identity. Sensitivity to adjacent residential blocks is expected. Development must comply with the Market Center Urban Renewal Area Plan as amended. B. The Site may contain environmental hazards that will need to be remediated by the developer prior to redevelopment. Neither BDC nor the City makes any representation, guaranty, or warranty concerning any site conditions, including the possible presence of environmental hazardous materials. All properties will be offered in “as is” condition. C. Off-street parking must be provided or identified for the project in sufficient amount to at least adequately support the proposed uses and will need to be addressed with sensitivity to the existing buildings and to the surrounding neighborhood. The design/layout of any off-street parking areas, driveways, or entrances/exits shall be reviewed by the Planning Department, Site Plan Review Committee and approved by BDC. D. The Sites are located; in a B-5-1 (422 W. Mulberry) and in a B-4-2 (410 W. Mulberry St., 213 W. Mulberry St., and 210 W. Pleasant St.) Zoning Districts. Any proposed uses that are not permitted in these zoning categories would require approval from the Mayor and City Council of Baltimore. E. Any loading and maneuvering of service vehicles and all other related service activities necessary to the development shall be accommodated within lot lines. Any lane closures necessary for staging or hoisting shall be done according to City of Baltimore regulations. All service areas shall be adequately screened from view at street level and from residential units. F. All mechanical equipment (including those on rooftops), television antennas, satellite dishes, or other communications antennas visible from site-adjacent streets shall be screened from view. G. No exterior public pay telephones shall be installed on any portion of the Sites without prior approval by BDC. H. No storage of materials, refuse, garbage, unlicensed vehicles, etc., shall be permitted to remain outside structures, except as allowed by Baltimore City Regulations. All dumpsters shall be screened from view at all times. I. All land not covered by structures shall be landscaped with lawn, ground cover, shrubs, trees, paving or appropriate pedestrian walkways and/or amenities.

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City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

J. If applicable, exterior building materials should be compatible with and reflect the characteristic materials and features of surrounding buildings and as required by the Market Center Urban Renewal Area Plan. Materials conveying permanence, such as, masonry, are strongly encouraged. K. Building design must adhere to all Federal, State and local ordinances and the Americans with Disabilities Act, as modified from time to time. Developers shall comply with all applicable zoning and building codes now in effect. L. No buildings, structures or parking areas shall be constructed over an easement within the Site without the prior written consent of BDC, the Director of Planning and the Director of Public Works. M. All plans and specifications for alteration must be submitted to and approved by BDC prior to submission to the City for permit. N. The selected developer(s) shall be responsible for obtaining at its sole cost, all permits, zoning appeals, subdivisions, approvals, engineering and environmental studies as required. Any costs of appraisals, surveys, legal descriptions and any other typical development “soft costs” shall be borne by the Developer(s).

IV. PROPOSAL CONTENT Proposals should provide a clear and concise demonstration of the respondent’s capability to satisfy the requirements and objectives of this RFP. Proposals should not be elaborate or costly, but should be prepared in a professional manner. Unique capabilities or advantages of the respondents should be clearly stated in the proposal. Proposals may include any background or other supporting information that the respondent feels necessary, and must include at a minimum the response requirements listed in this RFP. BDC will not be limited solely to the information provided by the respondent. Additional information or modifications to proposals may be requested from any prospective developer. Respondents are required to submit a separate proposal for each of the two offerings they wish to acquire, with the following information in sufficient detail to enable BDC to give consideration to the proposal. Each proposal will be reviewed based on the merit of the individual proposal. Such information should include, but not necessarily be limited to: A. Table of Contents. Proposals must include a table of contents referencing each of the sections listed below. All sections must be tabbed for quick reference. B. Executive Summary. The proposal must begin with a two-page maximum executive summary which clearly and concisely summarizes the content of the proposal; including project name; name(s) of proposed owner(s) and proposed ownership structure; names of all project team members and expertise of the team, management

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City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

structure, specific recommendations for the Site including project description (i.e., office, residential, parking, hotel, mixed-use; build-to-suit, speculative or pre-leasing commitments; size/density; project phasing). C. Project Team /Corporate Information. 1. Organizational Chart. An organizational chart of the potential respondent’s team is to be submitted, including a) the names and roles of all participating firms; b) names and roles of all key personnel within each firm; and c) how the firms relate to one another. 2. Company Profile: The potential respondent will submit a general company profile of each firm on its team. Information provided should include, but not be limited to, number of years in business, principals of the firm, number of employees, a brief history of the firm, and target markets. The respondent must be licensed and registered as required by the Laws of the State of Maryland and shall submit proof of current licensing and/or registration, upon request. 3. Key Personnel. Resumes of the project team, including the developer, architect, engineers of all appropriate disciplines, general contractor and/or construction manager and real estate professionals, environmental consultants and other professional consultants. Resumes should include a description of experience. Do not provide resumes of all employees, but rather those key people who will be intimately involved with the project such as: Principal in Charge, Project Architect, Project Manager, Design Engineers, Field Superintendent, etc. 4. Minority and Women Participation. Statement describing the minority and women participation in the development team and a list of minority and women owned businesses and contractors who will be requested to bid on this work. Indicate the individual responsible for adherence to MBE/WBE goals. Refer to Intent of Offering, Section II: MBE/WBE Participation of the RFP for details. Submit the Commitment to Comply with the City of Baltimore’s Minority and Women’s Business Enterprise Program (See Exhibit I, Commitment to Comply). 5. Baltimore City Residents’ First. Submit the Baltimore City Residents’ First Hiring Agreement Certification Statement (see Exhibit J, Baltimore City Residents’ First Hiring Agreement). 6. Relevant Project Experience. Detailed narrative statement describing the previous experience of the respondent and project team, especially with regard to projects that are relevant to the development proposed and emphasizing aspects in which the developer’s qualifications are believed to be exceptional or unique. 7. Project Examples. A list of examples of relevant projects undertaken by respondent, including dollar value of the development, the project manager’s name, address and telephone number.

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City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

8. References. Provide a minimum of 3 references – including the name, address, and current telephone number of the responsible person who may be contacted. References must be provided for each project listed in the proposal; other references may also be submitted. 9. Workload. Provide a brief summary of current and projected workload for the duration of the proposed project. 10. Financial Capabilities. Respondents must provide documentation of their financial capabilities to complete the project. Non-publicly traded companies or entities must submit audited financial statements for the most recent fiscal year end. If the proposal is submitted by an active business, financial statements for the business should be submitted. If the creation of a new business is proposed, financial statements are required from any persons or business entities being relied upon to provide funds or guarantees for the project, whether as investments or loans, should be provided. If BDC requires additional financial information in order to evaluate a proposal, the respondent will be contacted. Note: Due to the sensitive nature of financial statements, it is sufficient to provide one copy only in the original proposal. BDC will keep these confidential to the extent permitted by law. D. Proof of Insurance. Submit proof of current insurance coverage. Selected developers at its sole cost and expense shall procure and maintain Commercial General Liability Insurance in an amount of not less than One Million and 00/100 Dollars ($1,000,000) combined single limit per occurrence and Three Million and 00/100 Dollars ($3,000,000) in the aggregate. The insurer shall have an A.M. Best’s rating of A: VII, or if not rated with Best, an insurer with minimum surpluses the equivalent of Best’s size VII, and licensed/approved to do business in the State of Maryland. During the Right-of-Entry Agreement term, the insurance shall protect the developer and City against any and all claims. Such insurance shall name the “City, its elected and appointed officials, its municipal agencies and departments, its employees,” as additional insured. The developer shall furnish the City with a Certificate of Insurance and with a copy of the additional insured endorsement affecting coverage required prior to the issuance of the Agreement. Additional insurance requirements are also provided in the Agreement. E. Development Plan. The respondent shall state, in a clear concise manner, its approach for development of the Site(s) including, but not limited to, the following: 1. Schematic Plans, including a site plan showing location of structures, public use space, ingress and egress, parking, service areas, etc. In addition, typical floor plan(s) and front, side and rear elevations of structures should be included.

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City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

2. Proposed Marketing Plan for the office, residential, restaurant, retail space, etc. If there are potential tenants, provide names with supporting letters, if available. 3. Comment on obstacles, concerns and issues the team sees that may arise during design and development and recommendations for handling such obstacles, concerns, and issues. F. Development Schedule for completing the entire development process (financing, design and construction period), proposed phasing plan and anticipated occupancy date. This should be provided in a graphic or chart format. G. Financial Information for the entire develop of the Site(s); a complete development budget, a pro-forma showing all revenues, expenses, and debt service related to the operation of the Site(s); and projected annual return to the Developer. Respondents must disclose whether they are developing for a fee with the intent of conveying the finished project to a third party owner or whether the developer will hold the property for income purposes. If the proposed development is for a fee, the third party owner must be identified. In either event, all associated fees paid to the developer must be disclosed. If applicable, respondents must disclose all fees for management of the completed project components and the entity to whom those fees are paid. Financial information must be provided in the following format: •

Development Budget inclusive of all hard and soft costs. (Refer to Exhibit K)

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Sources and Uses Statement clearly identifying the amount and terms of debt and equity financing by funding source. If applicable, disclose any sale or “take-out” of the project by a third party prior to year ten and terms of that sale. (Refer to Exhibit L).

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10-Year Operating Proforma, if applicable showing all revenue sources, expense line items, deductions from revenue such as vacancy and collection losses, and debt service. Include all assumptions for revenue and expense increases (Refer to Exhibit M).

H. Statement of Financial Feasibility. A narrative statement explaining why the proposed use is economically feasible, including the market assumptions that support revenue projections. I. Economic Benefits. Provide a detailed, but concise, overall description as to how the award of the Site will benefit the economy of the City of Baltimore and the Westside. In particular, jobs to be created for City residents, City tax dollars to be generated and

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City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

contracting opportunities for City businesses. List the number of full-time jobs and fulltime equivalent jobs by type (such as, construction, office workers, restaurant, sales, management, maintenance, etc.) with estimated annual salaries. J. Evidence of Financing. Evidence of financing and/or explanation of intended financing which supports the Sources and Uses Statement. Term sheets or commitment letters from funding sources should be included, if available. K. Purchase Terms/Land Value. A detailed narrative clearly indicating the proposed purchase price terms, and any and all conditions thereon. Proposals which indicate a purchase price less than the lowest appraised value of each property must provide justification of how the land value was derived and the assumptions underlying the value. L. Litigation and Outstanding Liabilities. The proposal must include a section that lists all current litigation, if any, for all firms on the team in addition to any outstanding liabilities that might affect the development of the proposed project. Please indicate any litigation, past or present, with the City of Baltimore (Refer to Exhibit N). M. Developer Default, Bankruptcy, Criminal Indictments. Provide a list of any project on which the respondent, and its parent company or any member of its team has defaulted or declared bankruptcy and an explanation of each given detailed information regarding any criminal indictments or felony convictions (Refer to Exhibit N). N. Addenda. Provide copies of all addenda indicating receipt by signature and date.

V. SUBMISSION REQUIREMENTS & PROPOSAL ACCEPTANCE/REJECTION BDC will not be limited solely to the information provided by the respondent, but may utilize other sources of information useful in evaluating the capabilities of the respondent. A. Closing Date The closing date for receipt of proposals is 12:00 noon (EST) on September 22, 2008. Respondents who submit their proposals by mail or delivery service should allow sufficient mailing and delivery time to ensure receipt by the Issuing Officer by the time and date stated above. Submissions received after the submission date and time will be marked “rejected” and will not be reviewed. B. Original and Number of Copies. Submit one (1) original plus nine (9) copies totaling ten (10) submissions of each proposal. The original must be marked on the front cover. All submissions must be bound to lay flat when read and binders may not exceed 2 ½”. 14

City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

Provide individual or corporate financial information in the original copy only. NOTE: Please provide both a hard copy and electronic copy on disk for all financial information including Development Budget, Sources and Uses Statement, and 10-Year Operating Proforma in Excel format. C. Where to Submit Proposals All proposals, whether mailed or hand delivered, must be received by the Baltimore Development Corporation by the submission date. Each submission must include a $250 non-refundable fee payable to the City of Baltimore Development Corporation. Submissions which do not include the fee will be returned and marked “rejected”. Proposals should be mailed or submitted to: M. J. Brodie, President c/o Kathy A. L. Robertson, Director of the Westside Initiative City of Baltimore Development Corporation 36 South Charles Street, Suite 1600 Baltimore, MD 21201 D. Proposal Acceptance •

Proposals must be submitted to the Issuing Officer in sealed envelopes or packages and clearly marked as to their contents.

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To be considered, respondents shall submit a complete, written response to this RFP, including any addenda issued in response to questions and inquiries. Responsive Proposals are those which comply with all aspects of the RFP regarding the method and timeliness of submission, proposal content, conformance to the requirements of the RFP and program goals, and the ability of the respondent to achieve those goals.

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Oral, fax, telegraphic, electronic mail or mail-gram proposals will not be accepted.

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Proposals or unsolicited amendments to proposals arriving after the closing date and time will not be accepted.

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Failure to submit the proposals in the manner described above will result in the proposal being rejected as unresponsive.

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Each Site submission will be evaluated separately from any other submission by the same respondent.

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City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

VI. AWARD PROCEDURES •

Community Participation. Respondents may be required to make a presentation at a mutually convenient time to groups representing communities adjacent to the Site to obtain the community’s comments prior to final approval by the Baltimore Development Corporation. Presentation meetings will be arranged by the Baltimore Development Corporation. The respective community associations and stakeholders may submit for consideration written comments regarding the proposed developments to the Baltimore Development Corporation within 10 working days after review of the proposals.

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Advisory Panel. BDC may convene an advisory panel to evaluate the proposals. The panel could include members of the BDC Board of Directors and staff, representatives from other city and state agencies, community representatives, and subject experts.

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Oral Presentations. Developers submitting proposals may be required to make oral presentations to the Advisory Panel, BDC staff and/or BDC Board of Directors (or any Committee thereof) for purposes of clarifying their proposal. Oral presentations will be held at the BDC offices. Only those respondents who are short listed, based on the initial proposal evaluation, will be requested to attend an Oral Presentation.

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Exclusive Negotiating Privilege Agreement. The Mayor and City Council, acting through BDC, will issue an Exclusive Negotiating Privilege (ENP) to the selected respondent setting out specific requirements and deadlines for fulfilling said requirements of this RFP. A minimum $500 fee (based on total building square feet) will be charged at execution of this Agreement. If negotiations have not been completed within one hundred eighty (180) days of the effective date, then the ENP shall expire; provided, however, that BDC may extend that time period if both parties find that negotiations are proceeding satisfactorily. Should the parties fail to agree upon a contract within a reasonable time, BDC, at its sole discretion, may cancel negotiations with the first selected respondent and proceed with the next acceptable respondent, resolicit for new proposals, or abandon the RFP process.

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Right-of-Entry Agreement. BDC may issue a Right-of-Entry Agreement (ROE) to the selected respondent setting out specific requirements and deadlines for fulfilling said requirements of this RFP. within thirty (30) working days following the date of the written notice of the award. A $200 fee will be charged at execution of this Agreement for each ninety (90) day term, for the right of the selected developer, its employees, agents, and representatives, entry into and upon the Property for the purposes of generating information on the Property to include, but not be limited to: • • • •

Environmental Baseline Analysis of the Property for hazardous materials Site surveys, plats and re-subdivisions, as applicable Soil boring data and analysis A/E studies for proposed rehabilitation and/or new construction

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City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

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Land Disposition Agreement (LDA) and Board of Estimates Approval. After successful completion of the ENP period, the City will enter into a disposition agreement setting forth the terms and conditions of the sale and development. Final acceptance of any proposal and disposition of the property is subject to the approval of the Board of Estimates of Baltimore City.

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Development Oversight. The selected Developer must agree to the review and guidance of BDC and the Department of Planning in the preparation of plans for renovations and/or new construction in conformance with the Zoning Ordinance, Market Center Urban Renewal Plan, subdivision requirements, and other applicable codes and ordinances of the City of Baltimore.

VII. EVALUATION CRITERIA 1. Degree to which the proposal addresses the RFP’s Intent of Offering, Submission Requirements, and Standards and Controls. 2. Scope and quality of the development in terms of design, construction, timing, and impact on the surrounding community. 3. Financial benefits to the City and State, including but not limited to the purchase price or lease terms, jobs retained and created, incremental tax revenues, and the degree to which the project will stimulate additional development. 4. The developer’s experience in planning, financing, constructing, marketing and managing projects similar in size and scope to the proposed project, along with a satisfactory record of past performance of the Development Team. The necessary technical capability, training and experience of staff assigned to performing all aspects of the RFP and contract requirements. 5. The developer’s ability to provide or obtain sufficient financial resources to start and complete the project in accordance with the proposed development schedule. 6. Inclusiveness and participation by MBE/WBE (Minority Business Enterprises/Women Business Enterprises) firms in any and all components of the development, including but not limited to ownership, financing, pre-development, construction, management, and operations. Commitment to comply with Article 5, Subtitle 28, 2000 Baltimore City Code – Baltimore City’s Minority and Women’s Business Enterprise Program.

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City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

VIII. SCHEDULE OF EVENTS: Date of Issue: May 23, 2008 RSVP due for Pre-Proposal Conference: June 9, 2008 Pre-Proposal Conference: [at Sites] June 13, 2008 • 410-422 W. Mulberry Street: 1:30 p.m. • 213 W. Mulberry Street and 210 W. Pleasant Street: 2:15 p.m.

BDC response to Pre-Proposal Conference questions: June 20, 2008 Due date for all written questions: July 21, 2008 BDC response to written questions: August 4, 2008 Proposals Due: September 22, 2008, 12:00 noon Developer Oral Presentations (if applicable): November, 2008 Selection of Developer: January, 2009 Please note above dates and times are subject to change.

IX. RIGHTS RESERVED AND ADMINISTRATIVE INFORMATION A. Rights Reserved By BDC •

Should it become necessary to revise any part of this RFP, provide additional information necessary to adequately interpret provisions and requirements of this RFP, or respond to written inquiries concerning the RFP, BDC reserves the right to issue an Addendum to the RFP to all respondents who received the initial RFP.

•

BDC reserves the right to extend the Submission Date by a reasonable time.

•

BDC reserves the right in its sole discretion to recommend the award of contract(s) related to this RFP based upon the written proposals received by BDC without prior discussion or negotiation with respect to those proposals. All portions of this RFP will be considered to be part of the contract and will be incorporated by reference. Any contract awarded in connection with the RFP will be subject to approvals as required by City law, including the final approval by the Board of Estimates of Baltimore City.

•

As part of the evaluation process, BDC specifically reserves the right to review and approve the drawings, plans and specifications for redevelopment with respect to their conformance with the goals and requirements of this RFP.

•

BDC also reserves the right to refuse to approve any such drawings, plans or specifications that are not suitable or desirable, in its opinion, for aesthetic or functional

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City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

reasons; and in so passing upon such drawings, plans and specifications, it shall have the right to take into consideration, but shall not be limited to, the suitability of the site plan, architectural treatment, building plans and elevations, materials and color, construction details, access, parking, loading, landscaping, identification signs, exterior lighting, refuse collection details, street, sidewalks and the harmony of the plan with the surroundings. •

BDC reserves the right to accept or reject any and all proposals, at its sole discretion, received as a result of this RFP, to waive minor irregularities, and to conduct discussions with all responsible respondents, in any manner necessary, to serve the best interest of BDC and the City of Baltimore.

•

BDC reserves the right to request additional information from any or all prospective developers, if necessary, to clarify that which is contained in the proposals. B. Administrative Information •

Issuing Office. This RFP is issued by the City of Baltimore Development Corporation (BDC) on behalf of the Mayor and City Council of Baltimore.

•

Pre-Proposal Conference. A Pre-Proposal Conference will be held on June 13, 2008 starting at 1:30 p.m. in accordance with the schedule indicated in Section VIII: Schedule of Events. Attendance is not mandatory. However, information presented may be valuable in the preparation of proposals, and all interested Respondents are urged to attend. Respondents are limited to no more than three (3) representatives per team. If you plan to attend, you must notify BDC before 12:00 PM (noon) on June 9, 2008

•

Questions and Inquiries. Questions and Inquiries, both verbal and written, will be accepted from Respondents attending the Pre-Proposal Conference. Responses to all substantive questions at the Pre-Proposal Conference will be distributed to all recipients of the RFP on or before June 20, 2008. Questions apart from the Pre-Proposal conference must be in writing. A summary of all substantive questions and answers will be distributed to all Respondents receiving the RFP and indicated in the RFP Log Book. Questions and inquiries should be directed to Kathy A. L. Robertson with the Issuing Office. The closing date for submitting written questions is 4:00 p.m. on July 21, 2008. Responses to all written questions received will be distributed to all recipients of the RFP on or before August 4, 2008.

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City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

•

Public Opening of Proposals. Proposals will not be opened publicly.

•

Incurring Expenses. Neither the City of Baltimore nor BDC shall be responsible for any cost incurred by any respondent in preparing and submitting a proposal or requested supplemental information in response to the RFP.

•

Compliance with the Law. By submitting an offer in response to this RFP, the respondent selected for award agrees that it will comply with all Federal, State, and City laws, rules, regulations, and ordinances applicable to its activities and obligations under this RFP and the contract.

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City of Baltimore Development Corporation Mulberry Street Properties - Request for Proposal Issue Dates: May 23, 2008

X. EXHIBITS Exhibits follow. These exhibits are for information purposes only and bind neither the City nor BDC. Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K Exhibit L Exhibit M Exhibit N Exhibit O

Site Location Map Vicinity Map Westside Progress Status Map 410 and 422 W. Mulberry St.: Block Plat, Real Property Data and Photos 213 W. Mulberry St and 210 W. Pleasant St.: Block Plat, Real Property Data and Photos Capitol Investment in Project Area Market Center Urban Renewal Plan Memorandum of Agreement for the WestSide Commitment to Comply Form: MBE/WBE Program Baltimore City Residents’ First Hiring Agreement Development Budget Example Sources and Uses Statement 10-Year Operating Proforma Disclosures Certifications Forms

The Westside Strategic Plan is a separate document which may be obtained on the BDC website at www.baltimoredevelopment.com.

END OF RFP TEXT

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Exhibit A

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Site Location Map 23 G:\WPDOCS\John.Thompson\N Howard St-West\W Mulberry St 410-422\RFP\Mulberry Street Properties RFP Final\Mulberry St Properties RFP FINAL Exhibits A-C 080523.doc

City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Exhibit B

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Vicinity Map 25 G:\WPDOCS\John.Thompson\N Howard St-West\W Mulberry St 410-422\RFP\Mulberry Street Properties RFP Final\Mulberry St Properties RFP FINAL Exhibits A-C 080523.doc

City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Exhibit C

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Westside Progress Status Map

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Exhibit D

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Site A: 410 and 422 W. Mulberry Street

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Site A: 410 and 422 W. Mulberry Street

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Site A: 410 and 422 W. Mulberry Street

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Site A: 410 and 422 W. Mulberry Street

410 W. Mulberry Street SITE CONDITIONS viewed from south side of Mulberry Street

410 W. Mulberry Street SITE CONDITIONS viewed from east side of Eutaw Street

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Site A: 410 and 422 W. Mulberry Street

422 W. Mulberry Street SITE CONDITIONS viewed from south side of Mulberry Street

422 W. Mulberry Street SITE CONDITIONS viewed from Jasper Street 33 G:\WPDOCS\John.Thompson\N Howard St-West\W Mulberry St 410-422\RFP\Mulberry Street Properties RFP Final\Mulberry St Properties RFP FINAL Exhibits D-F 080523.doc

City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Exhibit E

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Site B: 213 W. Mulberry Street and 210 W. Pleasant Street

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Site B: 213 W. Mulberry Street and 210 W. Pleasant Street

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Site B: 213 W. Mulberry Street and 210 W. Pleasant Street

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Site B: 213 W. Mulberry Street and 210 W. Pleasant Street

213 W. Mulberry Street (unpaved)

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Exhibit F

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Existing Capital Investment in the Project Area

St. James Place Renaissance Place, LLC rehabilitated 422-424 N. Howard St., a contributing historic building in the Market Center Historic District in accordance with National Park Service Standards with approximately 1,900 square feet of first floor retail space and twenty-five (25) market rate apartments. The non-contributing building at 418420 N. Howard Street was demolished and replaced with a landscaped courtyard as an amenity for the adjacent residential units and retail space.

Phase One of the $7.28 million project completed construction in December 2007 and is currently leasing at a rate above proforma. Phase Two of the project will include new construction at 418-420 N. Howard Street which will be redeveloped as approximately 16-24 residential units and 2,000 square feet of first floor retail space. The rear courtyard will remain assessible to both buildings.

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

The Congress Apartments The developer, Struever Brothers Eccles and Rouse, describes the former Congress Hotel as the once grande dame of Baltimore. Today the property has been developed into 36 one- and two-bedroom market-rate apartments and 8,500 square feet of office/retail space. Funding for the $50 million project was provided, in part, by the Downtown Partnership of Baltimore, the Maryland Historical Trust and through the use of Historic Tax Credits. The structure, circa 1905, has been nominated for designation as an historic place with the Baltimore City Commission for Historical and Architectural Preservation (CHAP) and with the National Register. The project was completed in March 2003.

39 West Lexington Southern Management Corporation converted the BG&E headquarters at 39 W. Lexington Street into a luxury residential building, welcoming tenants in early 2008 to the 181 apartments. Ranging from Studio to 2bedroom lofts, the neoclassical 22 story building is finished with a marble clad two-story entry lobby, and a 24-hour front desk and concierge. Amenities include business center, lounge and limousine available for tenant use. 41 G:\WPDOCS\John.Thompson\N Howard St-West\W Mulberry St 410-422\RFP\Mulberry Street Properties RFP Final\Mulberry St Properties RFP FINAL Exhibits D-F 080523.doc

City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Additional Private Market Investment in the Westside Through the efforts of The Mayor and City Council of Baltimore, significant private investment is being brought to the 400 and 500 Blocks of N. Howard Street. On behalf of The Mayor and City Council, BDC has entered into Exclusive Negotiating Privilege with two development teams, The 400 Block of N. Howard Street

400 and 402 N. Howard Street 400 and 402 N. Howard Street will be developed by P & D Realty beginning construction in 2008, with retail on street level and apartments on upper floors.

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

The 400 Block of N. Howard Street

408 through 416 N. Howard Street, existing conditions

408 through 416 N. Howard Street will be developed by the Mayfair Development Group, LLC with retail at street level and apartments on upper levels.

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

The 500 Block of N. Howard Street

300 W. Franklin St. and 506 N. Howard (Mayfair Theater) Existing conditions

Archive photo, corner of Franklin and Howard Streets Source: Baltimore Then and Now, Alexander D. Mitchell IV, Thunder Bay Press 2002

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

300 W. Franklin St. and 506 N. Howard (former Mayfair Theater). Mayfair Development Group will renovate the three structures to restore vibrancy to the corner of Franklin and Howard Streets.

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Exhibit G

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

EXHIBIT G MARKET CENTER URBAN RENEWAL PLAN

The Market Center Urban Renewal Plan text is available as a download from The Baltimore Development Corp. website, at http://www.baltimoredevelopment.com/files/pdf/MktCntrURP_rev.pdf

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Exhibit H

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

MEMORANDUM OF AGREEMENT FOR THE WEST SIDE

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Exhibit I

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

COMMITMENT TO COMPLY WITH THE MINORITY AND WOMEN'S BUSINESS ENTERPRISE PROGRAM OF THE CITY OF BALTIMORE

In consideration for receiving fiscal assistance from or through the City of Baltimore, the Developer covenants and agrees to comply with Article 5, Subtitle 28 of the Baltimore City Code (2007 Edition) regarding participation by Minority Business Enterprises (MBE) and Women's Business Enterprises (WBE) in its development of the project known as __________________________________________. Developer covenants and agrees to use all reasonable good faith efforts to meet the overall MBE participation goal and the overall WBE participation goal for the project. The dollar amounts of the overall MBE goal and the overall WBE goal will be calculated using the following percentages:

MBE 27%

WBE 10%

Prior to the commencement of construction, Developer agrees to submit to the City written documentation, including executed contracts, service agreements, or utilization commitment forms which shall identify the particular minority and women's business enterprises (i) contracting directly with the Developer, or (ii) subcontracting with prime contractors who have contracted directly with the Developer. The executed contracts, service agreements, or utilization commitment forms submitted to the City shall specify the dollar value of the participation, the type of work to be performed, and such other information as may be reasonably required by the City.

In the event that after reasonable and good faith efforts to meet the goals, Developer is able to demonstrate to the satisfaction of the City that sufficient qualified and willing MBE's and WBE's are unavailable in the market area of the project as defined by City law, then the Developer may request a waiver or reduction of the MBE and/or WBE goals. 61 G:\WPDOCS\John.Thompson\N Howard St-West\W Mulberry St 410-422\RFP\Mulberry Street Properties RFP Final\Mulberry St Properties RFP FINAL Exhibits G-J 080523.doc

City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

The City's Minority and Women's Business Opportunity Office (MWBOO), or its successor, is designated to administer the provisions of the law on behalf of the City. Developer shall comply with the rules and regulations of the MWBOO or its successor in meeting the requirements of the law.

THE UNDERSIGNED DO SOLEMNLY DECLARE AND AFFIRM THAT THEY ARE AUTHORIZED TO MAKE THIS COMMITMENT.

FOR: ___________________________________

BY: ____________________________________

BY: ____________________________________

DATE: _________________________________

________________________________________________ Chief, Minority and Women's Business Opportunity Office

Anticipated Starting Date of Construction

Date: _______________________________

Revised 2/05 62 G:\WPDOCS\John.Thompson\N Howard St-West\W Mulberry St 410-422\RFP\Mulberry Street Properties RFP Final\Mulberry St Properties RFP FINAL Exhibits G-J 080523.doc

City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Exhibit J

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008 Exhibit J

BALTIMORE CITY RESIDENTS’ FIRST HIRING AGREEMENT Baltimore City Residents’ First Baltimore City Residents’ First is designed to create opportunities for businesses that receive municipal contracts to access qualified City job seekers to meet their workforce needs. The initiative will also ensure that City dollars contribute to the local economy and improve the lives of employable City Residents’. Baltimore City Residents’ First meets business development needs by helping employers save time and money in the recruitment process. This service also offers businesses customized training resources that build worker pipelines for hard-to-fill job vacancies, and provides easy access to tax credit programs that supports investments in the City’s growth. Every year, hundreds of area employers tap the Mayor’s Office of Employment Development’s resources to assist their expansion efforts. We look forward to serving you as well. Instruction Sheet 1. Complete the Baltimore City Residents’ First Certification Statement contained below and submit it with your Proposal. 2. Contact the Mayor’s Office of Employment Development (MOED) at the contact below, immediately after being awarded a Contract to schedule a meeting. MOED will assist you with your employment plan, discuss other services provided by MOED, and explain the employment report requirements. You will not receive payment under the Contract until MOED verifies that the meeting has been scheduled. Rosalind Howard or Susan Tagliaferro Baltimore City Residents’ First Mayor’s Office of Employment Development 3001 East Madison Street Baltimore, Maryland 21205 Phone 443-984-3014. • Fax 410-361-9648 [email protected] [email protected] or [email protected] 3. Complete the Employment Reports as requested on June 30th and December 31st during each and every year of the Contract and at the end of the Contract and submit to: Baltimore City Residents’ First Mayor’s Office of Employment Development 3001 E. Madison Street Baltimore, Maryland 21205 or [email protected] 4. The City will not release a final payment or any and all retainage held by the City, if applicable, until the Employment Reports are submitted. The Mayor’s Office of Employment Development provides businesses with a pipeline of qualified, skilled job candidates and supports businesses in retaining and developing their employees. We offer customized workforce solutions including outreach and recruitment, applicant prescreening, assessment and testing services, tax credit information, human resources support and training funds for new or existing employees. Training funds are available through several programs. 64 G:\WPDOCS\John.Thompson\N Howard St-West\W Mulberry St 410-422\RFP\Mulberry Street Properties RFP Final\Mulberry St Properties RFP FINAL Exhibits G-J 080523.doc

City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Customized Training is a business-driven program that helps companies train and hires people to fit their job-specific needs. Business Services recruits and pre-screens training applicants. The available positions must be full-time and meet minimum salary requirements. Companies accepting Customized Training grants must agree to hire successful participants. The training can be employer-based, on-the-job, or offered by qualified vendors. Maryland Business Works enables small businesses and/or companies in high-growth industries to upgrade the skills of their existing employees. Businesses can access up to$25,000 to support their staff development needs. This incumbent worker funding encourages promotion, creates additional job opportunities and improves worker retention by increasing employee skill levels. Funding is limited and is available on a first-come, first-served basis. MOED works closely with other local, state and federal agencies to promote the link between the city’s workforce and economic development initiatives. For Further Information Contact: Rosalind Howard or Susan Tagliaferro Baltimore City Residents’ First Mayor’s Office of Employment Development 3001 East Madison Street Baltimore, Maryland 21205 Phone 443-984-3014. • Fax 410-361-9648 [email protected] [email protected] or [email protected]

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008 Baltimore City Residents’ First Certification Statement Contract Title: 410-422 W. Mulberry Street Development (or 213 W. Mulberry Street Development) Number: N/A Contracting Agency: Baltimore Development Corporation Proposal Due Date: August 22, 2008 To promote the commitment to utilize Baltimore City Residents’ First to meet its employment needs, all businesses awarded contracts, franchises and development opportunities with the City of Baltimore, shall comply with the terms of the Executive Order as described in the Proposal. Under this agreement, Contract awardees will complete and submit this certification statement with the Proposal. Excluded from this Executive Order are professional service contracts, emergency contracts, and contracts for $24,999.00 or less. I, _______________________________, representing ___________________________ (Name/Respondent) (Company/Corporation) Certify that this Contract representative will schedule a meeting with the Mayor’s Office of Employment Development within two weeks of award to share the workforce plan for this Contract. In addition, if there is a need for additional employees, I agree to interview qualified Baltimore City Residents’ First. I agree to submit an Employment Report indicating the number of total workers and number of City Residents’ on payroll as of June 30th and December 31st during each and every year of the Contract and at the end of the Contract as a condition of release of a final payment or any and all retainage. Name: ________________________________

Title:_______________________________

Signature: _____________________________ Date: ____________________

Telephone: ____________________________ Email: ____________________

66 G:\WPDOCS\John.Thompson\N Howard St-West\W Mulberry St 410-422\RFP\Mulberry Street Properties RFP Final\Mulberry St Properties RFP FINAL Exhibits G-J 080523.doc

City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008 Baltimore City Residents’ First Employment Report (Do not submit with Proposal) The following information is hereby submitted by the undersigned as its Employment Report for the period: (please circle one) December 31, 20__ June 30, 20___ End of Contract Date________________ Position City Residents Total Workers Electricians Iron Workers, Structural and Reinforcing Cement Masons Power Equipment Operators Cement Finishers Food Service Workers Managers Other-Specify

Plumbers, Pipefitters and Steamfitters Carpenters Laborers Brick Masons Concrete Workers Transportation Workers Clerical Other-Specify

Name_______________________________Signature:________________________

Title:_______________________________ Date:____________________________

Telephone:___________________________

Email:___________________________

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23 2008

Exhibit K

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23 2008

Exhibit K Development Budget Example

Amo unt

Amo unt Per Sq Ft

Acquisition

Hard Costs/ Trade Breakdown

Including, but is not limited to, all applicable items listed below: Demolition Landscaping/ Site Work Concrete Masonry, pointing, waterproofing, cleaning Rough Carpentry Finished Carpentry Roofing Insulation Doors, frames, hardware Windows and glazing Drywall and plastering Ceramic tile Finished Flooring Painting Kitchen cabinets, medicine cabinet Appliances Heating and ventilation Plumbing Electrical Other Subtotal General conditions Overhead Contingency (Indicate Contingency as Percentage of Hard Costs _____ %)

Total Hard Costs Soft Costs

including, but not limited to, all applicable items listed below: Appraisals Surveying Architect and Engineer Legal and accounting Permits and Fees 68 G:\WPDOCS\John.Thompson\N Howard St-West\W Mulberry St 410-422\RFP\Mulberry Street Properties RFP Final\Mulberry St Properties RFP FINAL Exhibit K- M 080523.doc

City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23 2008 Promotion and advertising Construction Interest Construction loan closing costs Property taxes during construction Expenses during lease-up Lease commissions Permanent loan closing costs Development fees Other (Specify) Contingency (Indicate Contingency as Percentage of Soft Costs _____ %) Total Soft Costs Total Hard and Soft Cost Respondent may substitute a different form or spreadsheet for this Exhibit, or reformat this document as needed, providing that all of the above information is included.

69 G:\WPDOCS\John.Thompson\N Howard St-West\W Mulberry St 410-422\RFP\Mulberry Street Properties RFP Final\Mulberry St Properties RFP FINAL Exhibit K- M 080523.doc

City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23 2008

Exhibit L

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23 2008

Exhibit L Sources and Uses Statement Sources

Including, but be not limited to, all applicable items listed below. Respondent Equity - Cash – List by source and provide terms

Amo unt

Respondent Equity - Other – List by source and provide terms

Private Debt – List by source and provide terms

Public Debt – List by source and provide terms Other Public Support - List by source and provide terms Other (Specify):

Total Sources Uses

Including, but be not limited to, all applicable items listed below. Acquisition Hard Costs Soft Costs

Total Uses Net

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23 2008 Provide supportive documentation for all Sources including Letters of Commitment from lending institutions, bank statements, etc. Cost estimates should correspond with Form B above. respondent may substitute a different form or spreadsheet for this Exhibit, or reformat this document as needed, providing that all of the above information is included.

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23 2008

Exhibit M

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23 2008

Exhibit M Operating Pro Forma Example Y e a r

Y e a r

Y e a r

Y e a r

Y e a r

Y e a r

Y e a r

Y e a r

Y e a r

Y e a r

1

2

3

4

5

6

7

8

9

1 0

Revenue Residential Rent Commercial Rent Parking Income Other Revenue (specify): Total Gross Revenue

Deductions from Revenue Vacancy Losses Collection Losses Other Deductions (specify): Total Effective Revenue

Expenses Real Property Taxes Personal Property Taxes Parking Taxes Payroll and Fringe Benefits Repairs and Replacements Management Fee Utilities Security Other Mgmt Costs (specify): Other Expenses (specify): Total Expenses

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23 2008 Net Operating Income

Debt Service First Mortgage (Lender: _____________________ __) Second Mortgage (Lender: _____________________ __) Other Debt Service (Lender: _____________________ __) Total Debt Service CASH FLOW Please provide an attachment including summary of any assumptions including rent per month per unit size, vacant allowance, inflation rates, etc.

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Exhibit N

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Exhibit N DISCLOSURES Has any principal identified in this form or any corporation or organization in which this principal is or was formerly a principal partner, managing member or otherwise owned or control more than 10% of the shares or assets of a corporation, been the subject to any of the following? 1. Pending judgments, legal actions and/or orders of satisfaction? † Yes† No 2. Been convicted or pending case for fraud, bribery or grand larceny? † Yes† No 3. Been convicted or pending case for arson? † Yes† No 4. Adjudged bankrupt, either voluntary or involuntary, within the past 10 years? † Yes† No 5. Indicted for or convicted of any felony within the past 10 years? † Yes† No 6. Unpaid taxes or liens? † Yes† No 7. Declared in default of a loan or failed to complete a development project? † Yes† No 8. Failed to complete or currently in violation of a Land Disposition Agreement or other Agreement involving the City of Baltimore? † Yes† No If the answer to any of the above is yes, please provide a full explanation including as appropriate for each case (1) date, (2) charge, (3) place, (4) Court, (5) action taken and (6) current disposition. Attach documentation, as necessary.

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Exhibit O

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

EXHIBIT O

CERTIFICATION FORM (two pages)

Please Note: If the bidder is a joint venture, this Certification Form must be signed by an officer of each entity composing the joint venture. I ___________________________________________________________________ am an officer authorized to make a binding contractual commitment for the respondent. I acknowledge that failure to disclose a material fact or to misrepresent a fact can result in disqualification of the bid from further consideration. I certify that all information contained in this bid, including but not limited to, the disclosure information above is true and correct to the best of my knowledge and belief. I understand by signing this form in conjunction with this proposal, that the City of Baltimore Development Corporation (BDC) may, at its choosing, conduct a check with Dun and Bradstreet and other credit verification or similar agencies. I understand the BDC is not obligated to pay, nor will it in fact pay, any costs or losses incurred by the bidder at any time, including, but not limited to, the cost of: (1) any prior actions by the bidder in order to make this proposal, (2) any future actions by the bidder in connection with any negotiations between the bidder and BDC, including, but not limited, actions to comply with requirements of BDC, the City or any applicable laws. I agree that I will not enter into, execute or be a party to any Covenant, Agreement, Lease, Deed, Assignment or Conveyance, or any other written instrument which restricts the sale, lease, use or occupancy of the property or any part thereof, upon the basis of race, color, religion, sex, or national origin and will comply with all Federal, State, and local laws, in effect from time to time, prohibiting discrimination or segregation and will not discriminate by reason of race, color, religion, sex or national origin in the sale, lease, use or occupancy of the property.

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

Dated:_______________________________

Signature:_______________________________

Title:_______________________________

Respondent Entity:_______________________________

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City of Baltimore Development Corporation Mulberry Street Properties – Request for Proposal Issue Date: May 23, 2008

END OF RFP (LEFT INTENIONALLY BLANK)

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