Request for Qualifications (RFQ) for Master Development Services for the Former Walter Reed Army Medical Center

Request for Qualifications (RFQ) for Master Development Services Former Walter Reed Army Medical Center

Washington, DC

Project Location: Former Walter Reed Army Medical Center 6900 Georgia Avenue, NW Washington, DC 20012 Issuance Date: January 31, 2013 Pre-proposal Conference/Site Visit: February 19, 2013 RFQ Submission Date: March 15, 2013 For more Information: www.walterreedlra.com

Issued by the District of Columbia Office of the Deputy Mayor for Planning and Economic Development, Walter Reed Local Redevelopment Authority

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TableofContents

1. INTRODUCTION ......................................................................................................................... 2

2. DEVELOPMENT OPPORTUNITY ......................................................................................... 4

3. WRAMC DEVELOPMENT SITE ............................................................................................. 6

4. WRAMC REUSE PLAN SUMMARY ................................................................................... 10

5. UTILITIES, ENVIRONMENTAL CONDITIONS AND DEMOLITION .............. 15

6. FEDERAL CONVEYANCE PROCESS ................................................................................ 17

7. MASTER DEVELOPER RESPONSIBILITIES ................................................................. 20

8. KNOWLEDGE OF RFQ AND SITE INVESTIGATION .............................................. 22

9. DISTRICT OF COLUMBIA POLICY GOALS AND REQUIREMENTS ............... 22

10. SELECTION PROCESS & SUBMISSION REQUIREMENTS – RFQ PHASE ..... 27

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Figure 1: 13th Street Vignette

Figure 2: WRAMC Market Place

Source: 2012 Reuse Plan


1. INTRODUCTION

The Government of the District of Columbia (the “District”), through the Office of the Deputy Mayor for Planning and Economic Development (“DMPED”), seeks Statements of Qualifications (“SOQs”) from qualified real estate development teams (“Respondents”) to respond to this Request for Qualifications (“RFQ”) for the disposition and development of 66.57 acres (“Site”) located on the property formerly known as the Walter Reed Army Medical Center (“WRAMC”) upon the District’s planned acquisition of the Site from the United States Government. DMPED invites qualified “Master Developers” to respond to this RFQ for the redevelopment the Site in northwest Washington, D.C., through the adaptive reuse of existing historical structures and new construction. Through this RFQ, the District is seeking to prequalify a limited number of Respondents (“Prequalified Respondents”) who will be invited to participate in a subsequent Request for Proposals (“RFP”) process that is expected to commence in the second quarter of the 2013 calendar year.

A comprehensive and thorough reuse planning process for the Walter Reed property created a vision that considered the input and concerns of the community, the characteristics of the local and regional real estate market, and the historical legacy of WRAMC. The vision that emerged from this extensive reuse planning process was an active, synergistic mix of uses that is integrated with the community, is economically self-sustaining, creates new employment opportunities for DC residents, and honors the legacy of WRAMC as a center for innovation and excellence. The images to the right illustrate the vision for a redeveloped Site.

The District, the Department of Defense (DOD) recognized Local Redevelopment Authority (“LRA”), commissioned a comprehensive planning effort to prepare a redevelopment or “Reuse Plan” for the WRAMC site in July, 2012. “Reuse Plan” as used herein refers to a series of documents which were submitted by the District including: (i) a Homeless Assistance Submission to the U.S. Department of Housing and Urban Development

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(“HUD”); (ii) a Reuse Plan; and (iii) other documents required by HUD. The Reuse Plan addresses the goals of the community and development opportunities on the Site. The Reuse Plan was drafted under the guidance of the Planning Local Redevelopment Authority, which is administered through DMPED and Planning LRA Committee, and coordination from other District agencies, which recommended the establishment of an Implementation LRA. The following are key documents generated through the reuse planning process: As the Planning LRA fulfills its role with the approval by HUD of the Reuse Plan, the District upon HUD approval will be recognized by DOD as the Implementation LRA to oversee the implementation of the Reuse Plan. The LRA, through DMPED, will proceed with the selection of a Master Developer for the Site to implement the Reuse Plan. The goal of the LRA is to acquire the Site from the Army and then transfer control of the Site to the selected Master Developer.

Reuse Plan - The Reuse Plan can be accessed at the following online link: http://www.walterreedlra.com/publications-documents/reuse-plan/

Draft Small Area Plan (“SAP”) - The Small Area Draft Plan can be accessed at the following link: http://www.walterreedlra.com/publications-documents/small-area-plan/

Market Study – The 2011 Market Study can be accessed at the following link: http://www.walterreedlra.com/publications-documents/supporting-documents/

Fiscal and Economic Impact Analysis – The 2012 Fiscal and Economic Impact Analysis can be accessed at the following link: http://www.walterreedlra.com/publications-documents/supporting-documents/

Transportation Impact Study – The 2012 Transportation Impact Study can be accessed at the following link: http://www.walterreedlra.com/publications-documents/supporting-documents/

The District proposes the following timetable as shown below (Figure 3) for the selection of the Master Developer. However, the activities and timetable represented here are only a guide and are subject to change under the District’s sole discretion and without prior notice.

Figure 3 – Tentative Selection Process Timeline

Issuance of RFQ for the Redevelopment of the Site January 31, 2013 Pre-proposal Conference and Site Visit at the Site February 19, 2013

Deadline for Questions February 26, 2013

Posted Responses to Questions March 5, 2013 SOQ Submission Deadline (Due by 3:00 PM) March 15, 2013 Announcement of Prequalified Respondents April 2013 Release of RFP to Prequalified Respondents April 2013

Schedule Additional Site Visits Upon Request April 2013

Deadline for Questions May 2013

Posted Responses to Questions May 2013

Proposal Submission Deadline (Due by 3:00 PM) June 2013

Community and District Presentations by Prequalified Respondents July 2013 Begin Negotiations with Top Selected Master Developer Candidate July 2013

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2. DEVELOPMENT OPPORTUNITY A. PROJECT DESCRIPTION The purpose of this RFQ is to initiate the process to solicit and select a Master Developer capable of comprehensive redevelopment of the Site. The resulting development should be a vibrant, mixed-use community that is financially self-sustaining. As used in this RFQ, the term “Master Developer” indicates a development entity or team with the capacity and demonstrated experience to acquire the Site from the District and successfully handle all aspects of the development process including planning, design, structuring of financing, permitting, construction, sales and leasing, and ongoing management. The image below (Figure 4) shows an aerial view of the Site with a conceptual building overlay.

Source: 2012 Reuse Plan The District intends to select a Master Developer with a demonstrated record of accomplishment developing the desired land uses sought by the community, and the District. The Master Developer must assemble resources and a team that can design, secure permits, finance, construct and market a mixed-use development that is substantially compatible with the Reuse Plan and the final Small Area Plan (“SAP”). The Master Developer must understand development in the District and the unique aspects of redeveloping a former military facility.

Figure 4 – Conceptual Building Layout Overlay

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B. PROJECT GOALS The District, in collaboration with neighborhood stakeholders, has developed the following goals for the Site: Integrate the Site with the community — Establish a reuse, preservation and development

strategy that integrates the Site with its local neighborhoods, supports the redevelopment of the Georgia Avenue corridor, and provides public benefits for the surrounding community;

Provide a mix of uses — Create a plan that accommodates a mix of uses, including retail, diverse housing options, institutional and cultural uses;

Create new jobs and revenue for DC — Mitigate the potential impact of lost jobs and revenues from the vacated Site on the adjacent commercial corridor by creating new employment opportunities for DC residents and increased revenue from property and sales taxes for the District that can, in turn, help support neighborhood services, as well as create business opportunities for DC-based small and local businesses; and

Activate the Site — Develop a realistic implementation and phasing strategy that addresses environmental issues, maximizes market viability, minimizes site vacancy, and competitively attracts qualified and quality development partners.

C. MARKET DEMAND DRIVERS The District expects the Master Developer to undertake the following efforts to support an accelerated redevelopment of the Site:

The District seeks a Master Developer that will actively market the Site to destination retail anchors in an early phase of development. A destination retailer will catalyze the attraction of additional in-line retailers. To date, The District has actively marketed the site to potential retail tenants, and will support the Master Developer in its marketing efforts. Through the efforts of both DMPED and the Washington, DC Economic Development Partnership, the District has conducted several tours of the Upper Georgia Avenue Corridor with potential destination retailers who have expressed interest in the site. In addition, the District has also marketed the Site at the 2011 and 2012 International Council of Shopping Centers’ “RECON” conferences, perennially the largest global retail real estate convention in the world.

The District seeks a Master Developer that will make substantial efforts to attract a significant corporate, academic, medical, government, or other institutional tenants in an early phase of development. This will catalyze the creation of complementary office uses and enhance the Site’s competitiveness with Downtown and regional suburban submarkets.

The District of Columbia Department of Transportation (“DDOT”) is considering installing a streetcar line along Georgia Avenue running adjacent to the Site with a connection to the Takoma Metro Station via Butternut Street. The LRA will continue to support the proposed Georgia Ave Streetcar line to provide service to the Site.

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Figure 5 – Site Location


3. WRAMC DEVELOPMENT SITE T SITE A. SITE DESCRIPTION The LRA portion of the campus is comprised of 66.57 acres situated on the eastern half and southernmost area of the 110.1-acre enclosed WRAMC located in Northwest Washington, DC (Figure 5). The Site is bounded by Fern Street and Alaska Avenue to the north, 16th Street to the west, Aspen Street to the south and Georgia Avenue to the east. The Site includes approximately 4.1 million gross square feet of existing building space, of which roughly 1.0 million gross square feet has some historic significance and will be subject to renovation or possible removal. The development program contained in the Reuse Plan recommends retaining approximately 500,000 square feet of historic building space. The balance of the WRAMC, 43.53 acres, is planned to be conveyed to the U.S. “Department of State” (“DoS”), and is not a subject of this RFQ. DoS is expected to use its site for a Foreign Missions Center (“FMC”). Figure 6 below shows the Site shaded in green and designated “LRA: 66.25 AC”. The 0.32 acres on the “LRA Bldg 18” site is the subject of separate negotiations with the District of Columbia, and would not be subject to redevelopment by the Master Developer under those circumstances.

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B. SURROUNDING AREA & NEIGHBORHOOD CONTEXT The neighborhood surrounding the Site is characterized by low to medium density residential, mainly comprised of single family residences. The Site is bounded on its eastern edge by Georgia Avenue, a major commuter artery in this part of the District. The Site is also bordered on its western edge by Rock Creek Park, a federally preserved park and recreation area. The surrounding neighborhoods of Shepherd Park, Takoma, Brightwood and Manor Park are shown in Figure 7. C. ACCESS TO TRANSIT The Red Line of the Metrorail system runs north-south through the area, with the closest stop at Takoma Station, approximately three-quarters of a mile from the Site. The Site is serviced by eight Metrobus lines, all connecting to the Metrorail system. The Georgia Avenue and 16th Street bus lines serve nearly 38,257 people each weekday. The Site may eventually enjoy fixed guideway service in the form of a streetcar. The District of Columbia is preparing to initiate a study in the summer of 2013 for a North-South route potentially connecting Silver Spring or Takoma Metro Stations to the Southwest Waterfront, servicing this site. Once the study is

Figure 6 – WRAMC Redevelopment Site

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completed and environmental documents are finalized, the service could become operational at the Site in approximately 2020. Figure 7 shows surrounding neighborhoods and walking times from the Takoma Metro station and the center of the WRAMC campus.

D. SITE HISTORY During the nineteenth century, the area that currently encompasses the WRAMC was rural and isolated from the District. To the south of the site was a Civil War fort named Fort Stevens. On July 11, 1864, Confederate troops led by General Jubal Early attempted to enter the city, but were turned back by Union troops on what later became the WRAMC site. In the 1880s, 131 acres of land between Seventh Street and Rock Creek was purchased by J. D. Cameron, which included the 110.1 acres WRAMC occupies today. For over 100 years, the former WRAMC housed the main U.S. Army General Hospital that served wounded soldiers and veterans. In keeping with Surgeon General William Hammond’s recommendation for a medical reservation and museum in the District of Columbia, the land was purchased for an Army hospital in 1905. During the twentieth century the campus

Figure 7 – Site Context, Neighborhoods and Transit

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transformed as the city grew around it and new functions were brought to the campus, which became a necessary destination for high profile visitors. The 2005 Base Realignment and Closure (“BRAC”) Final Report to the President recommendation #169 stated that the former WRAMC was to be realigned with several other installations and that the main post was to be closed. By mid-September 2011, all of the recommendations from the 2005 BRAC Final Report were implemented and the former WRAMC was decommissioned as an Army medical facility. The historic nature of WRAMC was a key driving factor in the creation of the Reuse Plan. The preservation of buildings and landscape on the Site is considered integral to maintaining the legacy of the important people and events associated with this historic property. E. BRAC AND AREA PLANS Pursuant to the “Base Closure Law” (Defense Base Closure and Realignment Act of 1990, as amended (10 U.S.C. §2687 note)), the District acting as the LRA prepared the Reuse Plan to identify the future use of the Site for economic development purposes. As part of this process, the LRA initiated a coordinated planning process in conjunction with neighborhood residents, other community stakeholders, the District of Columbia’s Office of Planning (“OP”) and other District agencies. Currently, the District’s Comprehensive Plan Future Land Use Map (“Comprehensive Plan”) designates the Site as “Federal”. In order for new development to be facilitated, OP recommends a Comprehensive Plan land use designation change, from a “Federal” use to designations that can accommodate a mix of uses, as recommended in the Reuse Plan. Zoning must not be inconsistent with the provisions of the Comprehensive Plan. The SAP builds from the Reuse Plan and conforms to it by recommending the following for the Site:

Comprehensive Plan land use designation changes; Transportation recommendations; and Urban design guidelines.

The SAP is required to establish land use designations so that District zoning can be established for the site for future redevelopment. While the SAP does not recommend any specific zoning designations, it focuses on characteristics that a zone should have, such as building form, setbacks, height and stories. The SAP also includes design guidelines for future development, a transportation analysis and market analysis based on the Reuse Plan’s development program. Zoning will be established through a Zoning Map amendment, which will be initiated and executed by the District and occur after the SAP is approved by the DC Council. The SAP anticipates that all proposed development will occur as matter of right projects, which would be entirely consistent with the new zoning regulations, and not require any relief from zoning provisions.

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F. U.S. DEPARTMENT OF STATE - FOREIGN MISSION CENTER DoS is currently in negotiations with the Army for the transfer of a 43.53-acre portion of the former WRAMC, which is the subject of a master planning process for the long-term development of a Foreign Missions Center (“FMC”). Under DoS’ master plan, parcels on the FMC will be assigned to foreign governments, under long-term lease agreements, for the construction of new embassy buildings (known as chanceries). DoS currently anticipates that the FMC could accommodate approximately 20-30 chanceries, with an estimated 1 million square feet. Information on the Office of Foreign Missions can be obtained through the following link: www.state.gov/ofm. 4. WRAMC REUSE PLAN SUMMARY

A. REUSE PLANNING PROCESS The Reuse Plan identifies a combination of rehabilitation and reactivation of historic buildings, and new construction. To complete the Reuse Plan, the District acting as the LRA, conducted the following activities:

Identified community goals and objectives; Developed reuse planning concepts based on existing conditions and market and

economic conditions of the surrounding communities and the region; Evaluated Notices of Interest (“NOI”) applicant submissions and recommended

Homeless Assistance Providers (“HAP”) and Public Benefit Conveyance (“PBC”) organizations; and

Selected and refined the preferred plan to recommend densities, land use types, building realignment, infrastructure and its privatization opportunities, landscape, opens space, and phasing strategy.

Under Base Closure Law, HAP and PBC organizations were provided the opportunity to submit NOI responses for the disposition of surplus land and buildings on the Site. Out of a total of thirty (30) NOI responses, the LRA selected seven (7) applicants to acquire property rights at the Site and the uses have been integrated into the Reuse Plan. More detailed descriptions of the selected NOI applicants and conveyance process are contained in Section 6 of this RFQ. The Proposed Land Use Plan graphic (Figure 8) shows the various elements identified in the Reuse Plan including new development, reuse of historic structures, and open space. As delineated in the Reuse Plan, the proposed development program provides a mix of uses within the Site in order to create a place that is “activated” by a mix of quality open spaces and retail, residential uses with diverse housing options, commercial office and/or institutional space, medical care, and cultural and community uses.

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Figure 4 – Proposed WRAMC Land Use Plan Figure 8 – Proposed WRAMC Land Use Plan


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B. HISTORIC PRESERVATION The Site contains a number of historic buildings. In addition, portions of the landscape are considered historic, such as Main Drive and the Great Lawn. A key element in the Reuse Plan is the renovation and preservation of historic buildings. The historic buildings will require further study and documentation, as well as plans developed for their maintenance, restoration, and adaptive reuse. As a condition of the Section 106 Programmatic Agreement, an application will be filed by the Army to the District to designate the entire campus as a listing on the National Register. The period of historic significance proposed by the U.S. Army for the campus is 1909-1956. The figure below shows site and building elements that are deemed eligible for the National Register of Historic Places (Figure 9). Upon completion of the Section 106 Programmatic Agreement, historic preservation requirements will be provided for the Master Developer Project Team. The draft programmatic agreement and supporting material is available by visiting the following website -

http://www.hqda.army.mil/acsimweb/brac/nhpa_wramc.html

Figure 9 – Potential National Historic Register Properties


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C. DEVELOPMENT PHASING AND TIMELINE The Reuse Plan defines four phases based on projections of market demand; each phase includes a mix of uses and envisions a combination of adaptive reuse and new construction. The proposed initial phases include uses for which there is currently latent local demand, such as residential and retail uses. Other uses, such as office or institutional uses, may require more time to develop as efforts are made to attract corporate or institutional anchors. The District has reached out to potential private and institutional partners to become tenants of the Site. The Master Developer will have the benefit of the LRA’s efforts to actively market these development opportunities to potential partners. The development phasing program reflects a recent assessment of existing site and market conditions and is not intended to represent a rigid schedule. The date ranges shown on Figure 10 below are preliminary projections made at the time the Reuse Plan was developed. The District fully understands the importance of maintaining flexibility in the phasing program in order to capitalize on market demand and other opportunities as they arise. The four proposed development phases are as follows (Figure 10):

Phase I: The phasing strategy anticipates that the first phase will be focused on providing space for NOI users and developing primarily residential uses on the Site’s edges. This development is critical to support the funding of necessary infrastructure for this and later phases.

Phase II: Phase II focuses on the development of a mixed-use center on the northeast corner of the Site and also includes the attraction of a corporate or institutional anchor for Building 1. These phases are critical to place-making and value creation for the Site.

Phase III: Phase III continues with the development in the northeastern portions of the

Site, mainly focusing on the buildings along Dahlia Street and 13th Street.

Phase IV: The final phase assumes the development of uses in the center of the Site, including further activation of the primary open space on the Site – Cameron Glen – and infill residential opportunities.

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Figure 10 – Development Phasing Plan


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5. UTILITIES, ENVIRONMENTAL CONDITIONS AND DEMOLITION

A. UTILITIES

A key sustainability goal of the Reuse Plan is to create a flexible and innovative neighborhood infrastructure that can easily evolve with technology and market demands, and is scalable and adaptable in the future. The Site currently contains a power plant and an intricate network of infrastructure systems which are operational, but near the end of their useful lives. After conveyance the Master Developer will manage and maintain these existing systems until such time as alternative utility solutions are put into service. The Reuse Plan outlines aggressive sustainability goals for the Site. In order to achieve these goals, the Reuse Plan explores the viability of a central tri-generation plant that could combine the chiller and boiler plants to a single location and generate electricity, chilled water and steam for the Site. The construction of this Combined Cooling, Heating & Power Plant (“CCHP”) could be included in one of the initial phases to allow new buildings to be connected as they are constructed and to avoid extensive reworking of the utilities in later phases. The CCHP could potentially be operated by a third party utility provider and could potentially serve both the Site and possibly some portion of the DoS parcel. The following report was commissioned by the LRA to develop a framework to implement sustainable energy technologies that would create a model development at the Site: (Utility Upgrades Feasibility & Analysis Report, January, 2013) can be accessed at the following link: http://www.walterreedlra.com/publications-documents/supporting-documents/ B. ENVIRONMENTAL CONDITIONS The existing environmental conditions at WRAMC, which are documented in the Army’s 2006 Environmental Condition of Property (“ECP”) Report and the Army’s 2010 Update ECP Report, have been divided into seven categories of issues: (1) Petroleum Product Storage and Releases, (2) Other Chemicals Storage and Releases, (3) Radiological Conditions, (4) Utilities Impacted with Contaminants, (5) Asbestos and Lead Paint in Buildings, (6) Hazardous Substances Storage and General Use, and (7) Environmental Conditions of Adjacent and Nearby Properties. The Army is expected to update the ECP in early 2013. The general environmental considerations for the Reuse Plan are similar to other adaptive reuse projects in the District, and can be broken down into the following four categories, each of which is discussed in detail in the Reuse Plan:

Building Remediation Prior to Demolition; Building Remediation During Renovation; Ongoing Maintenance; and

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Subsurface Contamination Remediation. The 2006 and 2010 ECP and when complete, the 2013 ECP Update can be accessed at the following link at the bottom of the webpage: http://www.hqda.army.mil/acsimweb/brac/sites.html?state=DC?brac=2005?site=DC_WRAMC_2005 Pursuant to CERLA (Comprehensive Environmental Response, Compensation and Liability Act 42 U.S.C. §9620(h)), the Army will remain responsible for the environmental contamination remaining on the property after conveyance to the District as the LRA. In addition, the Army will also provide the LRA with an indemnification for all environmental contamination caused by the Army (§330, FY93 National Defense Authorization Act, Pub.L.No. 102-484, as amended). C. DEMOLITION The Reuse Plan proposes that a developer may demolish and remove fifteen (15) buildings comprising approximately 2.8 million square feet. The largest single building subject to demolition is Building 2, the primary medical building, comprising approximately 2.6 million square feet. A significant amount of perimeter fence is also slated for removal. The Army has performed surveys of its buildings and will likely perform additional survey work as needed to comply with regulations at the time of property transfer. Figure 11 shows the demolition plan.

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6. FEDERAL CONVEYANCE PROCESS

A. FEDERAL LAND DISPOSAL PROCESS Disposal and redevelopment planning requires the completion of numerous activities, most of which are specified by the Base Closure Law. The graphic contained in Figure 12 illustrates the conveyance process of the property from the Army to the District acting as the LRA, and the lease between the District and the Master Developer. Figure 12 – Federal Conveyance Process

The decision making process phase includes the specific military department’s (i.e. Army, Navy or Air Force) disposal decisions and the local redevelopment authority’s redevelopment planning. After redevelopment planning is completed, the local redevelopment authority submits its reuse plan to the military department. The local redevelopment authority also submits an application to HUD, in accordance with the Base Closure Law. HUD reviews the local redevelopment authority’s plan and the homeless accommodation submission, and then decides if the application is complete and whether the plan satisfies the review criteria. If it does not, HUD will provide the local redevelopment authority with comments on deficiencies. After applications have been submitted, reviewed and accepted, and the military department has issued its final disposal decisions, the redevelopment process enters the implementation phase. This phase includes the Army’s conveyance of installation property (or property “disposal”). Primarily two (2) statutes govern the disposal of base closure property: the Federal Property and Administrative Services Act of 1949 as amended (“Federal Property Act”), and the Base Closure Law which added the option of an Economic Development Conveyance(“EDC”). These statutes provide a method to dispose of surplus federal property to non-federal recipients. The LRA plans to acquire the Site through an EDC. An EDC is made to a local redevelopment authority for purposes of generating new employment. An EDC permits the Army to convey

Figure 11 – Demolition Plan


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the property to the LRA for consideration at or below market value. The law also provides flexibility regarding the form of consideration. As noted earlier, consistent with Base Closure Law and Federal Property Act, the LRA screened the Site for both HAP and PBC uses (“NOI applicants”). The LRA selected the following NOI Applicants to lease property on the Site for the uses identified below upon the LRA’s acquisition of the Site through an EDC from the Army. Figure 13 shows the NOI users’ building locations. Homeless Assistance Providers (HAP):

So Others Might Eat (SOME): This proposal calls for up to 40 units of Permanent Supportive Housing for seniors. SOME is an interfaith, community based organization established in 1970 that exists to help the poor and homeless in Washington, D.C. SOME offers services such as affordable housing, job training and counseling to the poor, elderly, and individuals with mental illness. The project is planned to occupy existing Building 17, and is expected to cost approximately $2.1 million. SOME proposes to finance the project through its own equity.

H.E.L.P. Development Corporation (HELP USA): HELP USA proposes to construct up to 75 units of Permanent Supportive Housing for families and military veterans. HELP USA’s mission is to provide quality housing and on-site support services for the homeless and people in need. HELP USA is one of the country’s largest builders and operators of service-enriched transitional and low-income permanent housing. The project is anticipated to consist of 75 one-bedroom units comprising 84,000 square feet in existing Building 14 South, and is expected to cost approximately $6.5 million including rehabilitation construction, soft costs and financing fees. HELP USA plans to fund the project through a combination of grants, sponsor loans, and equity from the sale of Low Income Housing Tax Credits and VASH vouchers for rent supplements.

Transitional Housing Corporation (THC): THC proposes to construct 6,000 square feet

of program office space. Founded in 1990, THC is Washington, D.C.’s largest Episcopal housing agency, offering transitional housing, permanent supportive housing, homeless prevention and rapid re-housing programs, permanent affordable housing, and supportive and resident services for all four housing programs. The project is anticipated to occupy 6,000 square feet of Building 14 South. THC anticipates financing the project through a combination of tax-exempt bonds, tax credit equity, and additional sources such as foundation grants.

Public Benefit Conveyances (PBC):

Washington Yu Ying (WYY): WYY is proposing a new 100,000 square foot charter school. WYY is a public charter school established in 2008 offering immersion in Mandarin Chinese. It is currently located at 4401 8th Street, NE. WYY is anticipating a total development budget of $36.5 million to renovate space in existing Building 11. Based on the projected value of the as-completed school building and WYY’s projected enrollment, the project will support $29 million in construction and permanent debt.

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WYY proposed to fund the remaining $7.5 million with equity, grants, and additional debt.

Latin American Montessori Bilingual (LAMB): LAMB is proposing the creation of a new 35,000 square foot charter school. LAMB is a public charter school that received its charter in 2001 and opened in 2003. Since its inception, LAMB has moved multiple times in order to keep pace with the growing demand for services, completing four renovation and new construction projects. LAMB intends to occupy the east wing of existing Building 11, and anticipates a total cost of approximately $4.7 million. LAMB anticipates funding the project through several sources, allocated between debt (85%), grant proceeds (10%), and school equity (5%).

Howard University Hospital (HUH): HUH is proposing a 115,000 square foot

ambulatory/specialty care facility. A private, nonprofit institution, the 145-year-old HUH is the nation’s only teaching hospital located on the campus of a historically African American university. The University proposes to develop a comprehensive Academic Medical Center in existing Buildings 6 and 7.

DC Fire and Emergency Services: Building 18 is the subject of separate negotiations

with the District of Columbia, and would not be subject to redevelopment by the Master Developer. The District plans to construct a new emergency response facility and potential inclusion of an area for community services.

Figure 13 – NOI Users


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The relationship between the NOI applicants, the LRA, and the Master Developer will be subject to negotiation. Additional information on the NOI applicants can be found at the following link: http://dmped.dc.gov/DC/DMPED/Projects/Development+Projects/Notice+of+Interest B. DISPOSITION OF THE SITE

The Master Developer will enter into an Exclusive Rights/Negotiation Agreement with the District until EDC terms with the Army are finalized and can be incorporated into a Land Disposition Agreement (“LDA”). It is the District’s preference to enter into a long-term ground lease with the Master Developer for the Site.

7. MASTER DEVELOPER RESPONSIBILITIES The responsibilities of the Master Developer will be defined and detailed in an LDA negotiated between the District and the selected Master Developer. An overview of the anticipated responsibilities of the Master Developer is described below and includes, but is not limited to:

Property Acquisition: The Master Developer will be expected to coordinate with the District for the acquisition of the property from the Army.

Master Plan: The Master Developer will be responsible for conducting market and financial feasibility research and analysis, designing and implementing a master plan that exemplifies the overarching vision of the Reuse Plan and SAP and accomplishes the community and sustainability goals for the Site.

Commitment to Small & Local Businesses: The Master Developer will team with qualified small & local Certified Business Enterprises (CBEs) in accordance with District law and create opportunities for District-based employers and residents.

Design: The Master Developer will define specific design standards and schemes based

on the urban design guidelines contained in the SAP, as well as those that require approval from the Historic Preservation Review Board.

Development Approvals: The Master Developer is responsible for procuring all

regulatory approvals, environmental documentation, building permits and other approvals and permits necessary for the redevelopment of the Site. The SAP anticipates that all proposed development will occur as matter of right projects, which would be entirely consistent with the new zoning regulations. However, the ability to request a planned unit development (PUD) is permissible only within targeted areas of the Site where increased height and density would be compatible.

Financing: The Master Developer is responsible for devising a financing structure and

obtaining the financing for the development. The Master Developer will be responsible

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for financing the entire cost of its project, including predevelopment costs, such as design, engineering, legal, environmental and other professional expenses, and entitlements, and development costs such as demolition, infrastructure, off-site improvements, utilities and construction.

Construction: The Master Developer will be responsible for the construction and

coordination of all necessary off-site and selected on-site improvements including streetscapes, parks, utilities and roads, building cores and shells, tenant improvements, fixtures and equipment, and on-site landscaping. The Master Developer will be required to comply with all applicable District and federal regulations regulating prevailing wage and other labor-related issues. The Master Developer will also be responsible for packaging selected land parcels and/or buildings in the event of development by third party developers or builders.

Maintenance and Operation: The Master Developer will be responsible for the on-

going operation and maintenance of buildings, infrastructure, and grounds in the Site throughout all phases of development.

Sustainability: The Master Developer will develop a flexible and innovative

infrastructure that responds to the Reuse Plan Sustainability Goals and can easily evolve with technology and market demand. This could be facilitated by working cooperatively with the LRA to develop a competitive process to select a utility provider to phase in and operate sustainable technology, such as a tri-generation plant.

NOI Users: The Master Developer will coordinate development associated with

accommodating the HAP and PBC organizations on the Site. These independent users should be incorporated into the overall redevelopment plan for the Site.

Inclusionary Zoning and Affordable Housing: The Master Developer will ensure that

the residential development on the Site includes, at a minimum, levels of affordability required by the District’s affordable housing policy.

Development Schedule: The Master Developer will be responsible for developing

detailed schedules for the planning, design, financing, construction and maintenance activities. This activity includes the coordination of all agencies, consultants, architects, engineers, contractors and property management functions.

Engage the Community: The Master Developer must commit to working cooperatively

with adjacent property owners, neighborhoods and stakeholders. This activity includes conducting strategic community meetings, creating and maintaining comment processes for community involvement in the overall planning, creating and maintaining channels for public information and comment, and working with elected officials and the media.

Coordinate with the LRA and District Agencies: The Master Developer will need to work with the District to implement the Reuse Plan, accommodate the to-be approved Small Area Plan by coordinating with OP, ensure site zoning, coordinate street

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improvements and timing with DDOT, and leverage the expertise of DDOE for site remediation and sustainable infrastructure.

Coordinate with DoS: The Master Developer will need to coordinate with DoS, specifically if it relates to an integrated utilities approach for both sites.

Transportation: The Master Developer will need to coordinate with DDOT on all new road designs and public space improvements, as well as implementing the recommending transportation demand management plan from the SAP.

8. KNOWLEDGE OF RFQ AND SITE INVESTIGATION Respondents who submit a SOQ are responsible for becoming fully informed regarding all circumstances, information, laws and any other matters that might in any way affect the Respondent’s roles and responsibilities in the project. Any failure to become fully knowledgeable of any other matters that might, in any way, affect the project will be at the Respondent’s sole risk. The District and DMPED assume no responsibility made by Respondents on the basis of information provided in this RFQ or through any other sources. There will be a Pre-Response Conference and Site Visit held at the Site on Tuesday, February 19, 2013. A specific time and place will be posted on the LRA website at: (http://www.walterreedlra.com/).

9. DISTRICT OF COLUMBIA POLICY GOALS AND REQUIREMENTS

A. INCLUSIONARY ZONING AND AFFORDABLE HOUSING The District will introduce zoning revisions for the Site to the Zoning Commission that will align with the SAP for matter-of-right development. As such, there will be requirements related to the creation of either Site-wide or building-specific affordable housing that is currently in development. The range of units and the location will depend upon the economic feasibility of their creation. The District is willing to negotiate a certain degree of flexibility in this regard. B. GREEN BUILDING REQUIREMENT The Entire Parcel shall be developed in compliance with the District of Columbia’s Green Building Act of 2006, D.C. Official Code § 6‐1451.01 et seq. (2008 Repl.), as the same may be amended. In addition, the Master Developer and any third party developers of the Site must submit with their building permit applications a LEED checklist indicating that the improvements are designed to include sustainable design features such that the improvements meet the standards for certification as a “LEED-Certified” building. The Master Developer and any third party developers of the Site will be required to register the building with the U.S.

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Green Building Council, construct the improvements in accordance with the building permit, and use commercially reasonable efforts to obtain LEED certification at the “Certified” level for the improvements once construction has been completed. C. LOCAL HIRING AND OPPORTUNITIES

Certified Business Enterprises: The Master Developer selected by the District to enter into a development agreement shall enter into a Certified Business Enterprise (“CBE”) Agreement with the District’s Department of Small and Local Business Development (“DSLBD”). Pursuant to D.C. Official Code §10‐801(b)(6), the selected Respondent will enter into an agreement that shall require the Master Developer and any third party developer of the Site to contract with Certified Business Enterprises for at least 35% of the contract dollar volume of the project, and shall require at least 20% equity and 20% development participation of Certified Business Enterprises. Respondents are encouraged to exceed the District’s CBE participation requirements. Please contact Tabitha McQueen at DSLBD at 202.727.3900 for more information.

First Source: Pursuant to the Mayor’s Order 83-265, D.C. Law 5-93, as amended, and

D.C. Law 14-24, as codified in D.C. Official Code §2-219-.01 et seq., Respondents recognize that one of the primary goals of the District of Columbia government is the creation of job opportunities for District of Columbia residents. Accordingly, the Respondent selected by the District to enter into an LDA shall enter into a First Source Employment Agreement with the District’s Department of Employment Services (“DOES”), pursuant to D.C. Official Code §10‐801(b)(7). Please refer to the following website to find a form of the First Source Agreement: http://ocp.dc.gov/DC/OCP/Vendor+Support+Center/Solicitation+Attachments/First+Source+Agreement+-+Department+of+Employment+Services+(DOES).

Please contact Anetta Graham at DOES at 202.724.7000 for more information.

D. RESERVATION OF RIGHTS

DMPED reserves the right, in its sole discretion and as it may deem necessary, appropriate, or beneficial to the District with respect to the RFQ, to:

Cancel, withdraw or modify the RFQ prior to or after the response deadline; Modify or issue clarifications to the RFQ prior to the response deadline; After review of one or more responses, request submission of additional information

from some or all Respondents; Reject any responses it deems incomplete or unresponsive to the RFQ requirements; Reject all responses that are submitted under the RFQ; Modify the deadline for responses or other actions; and Reissue the RFQ, issue a modified RFQ, or issue a new RFQ, whether or not any

responses have been received in response to this initial RFQ.

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E. CONFLICT OF INTEREST DISCLOSURE

By submission of a SOQ, Respondents shall be deemed to represent and warrant the following to the District:

i. No person or entity employed by the District or otherwise involved in preparing this RFQ on behalf of the District: (i) has provided any information to Respondents that was not also available to all entities responding to the RFQ; (ii) is affiliated with or employed by Respondents or has any financial interest in Respondents; (iii) has provided any assistance to Respondents in responding to the RFQ; or (iv) will benefit financially if Respondents are selected in response to the RFQ; and

ii. Respondents have not offered or given to any District officer or employee any gratuity or anything of value intended to obtain favorable treatment under the RFQ or any other solicitation or other contract, and Respondents have not taken any action to induce any District officer or employee to violate the rules of ethics governing the District and its employees. Respondents have not and shall not offer, give, or agree to give anything of value either to the District or any of its employees, agents, job shoppers, consultants, managers, or other person or firm representing the District, or to a member of the immediate family (i.e., a spouse, child, parent, brother, or sister) of any of the foregoing. Any such conduct shall be deemed a violation of this RFQ. As used herein, “anything of value” shall include but not be limited to any (a) favors, such as meals, entertainment, and transportation (other than that contemplated by this RFQ, if any, or any other contract with the District) which might tend to obligate a District employee to Respondent, and (b) gift, gratuity, money, goods, equipment, services, lodging, discounts not available to the general public, offers or promises of employment, loans or the cancellation thereof, preferential treatment, or business opportunity. Such term shall not include work or services rendered pursuant to any other valid District contract.

F. ONGOING REPORTING

Respondents shall report to the District directly and without undue delay any information concerning conduct which may involve: (a) corruption, criminal activity, conflict of interest, gross mismanagement or abuse of authority; or (b) any solicitation of money, goods, requests for future employment or benefit of thing of value, by or on behalf of any government employee, officer or public official, any Respondent’s employee, officer, agent, subcontractor, labor official, or other person for any purpose which may be related to the procurement of the RFQ by Respondents, or which may affect performance in response to the RFQ in any way.

G. MISCELLANEOUS PROVISIONS

Notice of Modifications

DMPED will post on the LRA’s website (http://www.walterreedlra.com/) any notices or information regarding cancellations, withdrawals, modifications to deadlines, and other modifications to this RFQ. Respondents shall have an obligation to check the

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website for any such notices and information, and the District shall have no duty to provide direct notice to Respondents.

Change in Respondents’ Information

If after Respondent has submitted a SOQ, information provided in that SOQ changes, Respondents must notify DMPED in writing and provide updated information. DMPED reserves the right to evaluate the modified response, eliminate Respondents from further consideration, or take other action as the District may deem appropriate. DMPED will require similar notification and approval rights of any change to Respondents’ response or Project Team following selection, if any.

Restricted Communications

Upon release of this RFQ and until final selection, Respondents shall not communicate with DMPED or District staff about the RFQ or issues related to the RFQ except as permitted under this RFQ.

Selection Non-Binding

The selection by the District of Prequalified Respondents indicates only the District’s intent to permit the Prequalified Respondents to continue with the process outlined herein, and the selection does not constitute a commitment by the District to execute a final agreement or contract with the Prequalified Respondents. Respondents therefore agree and acknowledge that they are barred from claiming to have detrimentally relied on the District for any costs or liabilities incurred as a result of responding to this RFQ.

Confidentiality

SOQ’s and all other information and documents submitted in response to this RFQ are subject to the District’s Freedom of Information Act (D.C. Official Code § 2-531 et seq.) (“FOIA”), which generally mandates the disclosure of documents in the possession of the District upon the request of any person, unless the content of the document falls within a specific exemption category (e.g., trade secrets and commercial or financial information obtained from outside the government, to the extent that disclosure would result in substantial harm to the competitive position of the person from whom the information was obtained).

If Respondents provide information that they believe is exempt from mandatory disclosure under FOIA (“exempt information”), Respondents shall include the following legend on the title page of the SOQ:

“THIS SOQ CONTAINS INFORMATION THAT IS EXEMPT FROM MANDATORY DISCLOSURE UNDER THE DISTRICT’S FREEDOM OF INFORMATION ACT.”

In addition, on each page that contains information that Respondents believe is exempt from mandatory disclosure under FOIA, Respondents shall include the following separate legend:

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“THIS PAGE CONTAINS INFORMATION THAT IS EXEMPT FROM MANDATORY DISCLOSURE UNDER THE DISTRICT’S FREEDOM OF INFORMATION ACT.”

On each such page, Respondents shall also specify the exempt information and shall state the exemption category within which it is believed the information falls. Although DMPED will generally endeavor not to disclose information designated by Respondents as exempt information, DMPED will independently determine whether the information designated by Respondents is exempt from mandatory disclosure. Moreover, exempt information may be disclosed by DMPED, at its discretion, unless otherwise prohibited by law, and the District shall have no liability related to such disclosure.

Non-Liability

By participating in the RFQ process, each Respondent agrees to hold the District, its officers, employees, agents, representatives, and consultants harmless from all claims, liabilities, and costs related to all aspects of this RFQ.

Restrictions

The District is subject to various laws, rules, policies and agreements that impose legal and ethical constraints upon current and former District employees and consultants with regard to post-employment restrictions vis-a-vis such employee’s or consultant’s involvement in District-led projects. In particular, restrictions include but are not limited to the following guidelines:

i. All Respondents, their members, agents, or employees, are prohibited from: (i) making offers of employment, (ii) conducting any negotiations for employment, (iii) employing or, (iv) entering into contracts of any sort, with current employees, consultants, or contractors to the District who are personally and substantially involved in any aspect of this RFQ;

ii. Respondents must disclose in their SOQ’s the names of any member, employee, or agent who within three (3) years prior to the publication of this RFQ were District employees, consultants, or contractors to the District. On a continuing basis, Respondents will be required to provide the District with regular and periodic notices of any and all new hires of employees, contracted agents, or consultants within five (5) days of any such hire;

iii. This provision shall apply to all Respondents during the conduct of this competition, and will subsequently apply to the selected Respondent until such time as final completion of the development of the project; and

iv. Required disclosures and notices notwithstanding, failure to comply with any obligation described in this provision may result, in the District’s sole and absolute discretion, in Respondents’ disqualification from consideration under this RFQ, the rescission of Respondent’s selection, and/or termination of any agreement between a Respondent and the District.

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10. SELECTION PROCESS & SUBMISSION REQUIREMENTS – RFQ PHASE

A. MASTER DEVELOPER SOLICITATION PROCESS A three-phase process has been established by the District for soliciting a Master Developer for the Site. Phase I involves this RFQ. The intent of this phase is to identify candidates who have the proven capacity, track record, and interest to develop the Site. The intent of this first phase is to obtain substantiated evidence of performance capacity and the capability to complete an undertaking of this magnitude, along with verification of prior or present involvement in projects similar to the redevelopment of the Site. Prequalified Respondents will be identified in this phase, and will be invited to respond to a subsequent RFP. Phase II, the RFP phase, will require preparation and submission of detailed project and participant information that will provide sufficient basis for the District to assess the responsiveness to the RFP, adherence to the vision set forth in the Reuse Plan and Small Area Plan, market feasibility, innovative ideas, strength of community benefits, and strength of the financial response (the “Proposal”). Prequalified Respondents who intend to submit Proposals will be required to present their qualifications and redevelopment concepts to a Selection Recommendation Panel (“Panel”) and at a public meeting prior to final selection. Phase III will involve the negotiation of terms and conditions with the selected Master Developer. The Submission Requirements and Selection Criteria sections of the RFQ only address the RFQ phase and do not address the future RFP requirements. Requirements for the subsequent RFP phase will be made available at the appropriate time to the Prequalified Respondents. B. SUBMISSION REQUIREMENTS SOQs must include the following to be deemed responsive for evaluation in Phase I: 1. Transmittal Letter The SOQ must include a cover letter transmitting the submission and acknowledging receipt of any and all amendments to the RFQ issued. The letter should be addressed to:

Office of the Deputy Mayor for Planning and Economic Development Attn: Martine Combal, Walter Reed LRA Director 1350 Pennsylvania Avenue NW, Suite 317 Washington, DC 20004

2. Project Team The Respondent’s Project Team should be introduced and described. The “Project Team” is defined as the lead developer plus any other developers and key team members, such as architects, engineers, contractors, lenders, attorneys, historians, etc. who are critical for consideration by the District. Respondents should provide information that explains the

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relationship among team members, Certified Business Enterprise entities, their respective roles and contributions to the project, and the overall management of the team. 3. Experience and Background Given the unique nature of the Site redevelopment and its utmost importance to the District, it is essential to fully understand the accomplishments, experience and capabilities of all key members of the Project Team. The following must be included in this order: a. Provide a summary of the lead developer’s experience in managing large, complex projects

that required interaction with a broad range of interested parties from both the public and private sectors.

b. The following information is required for each key member of the Project Team and respondents are requested to highlight projects in which members of the Project Team have previously collaborated:

i. Description of experience within the most recent ten-year period related to: major mixed-use and mixed-income redevelopment projects that are similar in nature to Walter Reed; adaptive reuse of historic buildings; and, Washington, DC Metro Area projects.

ii. Demonstrated experience in completing projects of the scale and complexity envisioned in the Reuse Plan and Small Area Plan on budget and on schedule.

iii. Demonstrated experience with redevelopment of former military and other federally owned properties.

iv. Extent of the experience of specific individuals on the Respondent’s proposed Project Team in public/private development projects.

v. Demonstrated ability to structure public/private development projects to minimize the public partner’s capital investment and associated risk, particularly for infrastructure improvements.

vi. Resumes of all key Project Team members to be involved in the project are required and should include: education and professional licensing qualifications; and relevant experience.

vii. Respondents should identify any other relevant organizational, consultant or other available resources that could be committed to the project.

4. Financial Capability The Respondent must also describe and list in their submission the following information: a. The team’s ability to arrange financing for large scale redevelopment projects; b. Two examples of projects in the last five years similar in scope and scale to WRAMC, with

brief descriptions of such projects and their financing structure; as well as c. Two financial references. Respondents may receive a stronger evaluation in the evaluation process depending on the level of detail and commitment relative to the project financing. More financing details will be required as part of the RFP submission.

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C. SHORT LIST EVALUATION AND SELECTION CRITERIA Each SOQ will be thoroughly evaluated on the basis of Project Team experience and demonstrated ability to manage and complete a project of the scale and complexity envisioned for the Site. The basis upon which Respondents will be measured includes, but is not limited to, the following: a. Experience and background of the Project Team with an emphasis on experience in

completing successful similar projects; b. Understanding and acknowledgement of Master Developer responsibilities as set forth in

this RFQ; c. Financial capability and level of financial commitment.; and d. Completeness of Project Team with regard to the project elements described herein,

including, but not limited to, mixed-use development, redevelopment, adaptive reuse of buildings, design, and historic preservation.

D. SUBMISSION INSTRUCTIONS Ten (10) hard copies and one (1) electronic version on CD-ROM in .pdf format, of the SOQ with the envelope marked with the statement of “Walter Reed Redevelopment Statement of Qualifications” and the name of the Respondent, must be submitted to and received by 3:00 PM on Friday, March 15, 2013. Responses must be delivered to the following address:

Ms. Martine Combal, Walter Reed LRA Director Office of the Deputy Mayor for Planning and Economic Development 1350 Pennsylvania Avenue NW, Suite 317 Washington, DC 20004 Tel: 202-727-6365 Fax: 202-727-6703

E. QUESTIONS All questions about this RFQ must be submitted via email only to [email protected] by February 26, 2013. Respondents shall not direct questions to any other person within the District. Any questions discussed at the pre-conference meeting or received via email to the above-listed address will be posted on the website ([email protected]). G. ADDITIONAL INFORMATION LINKS Main Walter Reed LRA website: http://www.walterreedlra.com/ Reuse Plan: http://www.walterreedlra.com/publications-documents/reuse-plan/

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Small Area Plan: http://www.walterreedlra.com/publications-documents/small-area-plan/ Market Study: http://www.walterreedlra.com/publications-documents/supporting-documents/ Fiscal and Economic Impact Analysis: http://www.walterreedlra.com/publications-documents/supporting-documents/ Transportation Impact Study: http://www.walterreedlra.com/publications-documents/supporting-documents/ LRA Utilities Report: http://www.walterreedlra.com/publications-documents/supporting-documents/ ECP Reports Reports and Section 106 Programmatic Agreement: http://www.hqda.army.mil/acsimweb/brac/sites.html?state=DC?brac=2005?site=DC_WRAMC_2005 NOI Information: http://dmped.dc.gov/DC/DMPED/Projects/Development+Projects/Notice+of+Interest First Source Agreement: http://ocp.dc.gov/DC/OCP/Vendor+Support+Center/Solicitation+Attachments/First+Source+Agreement+-+Department+of+Employment+Services+(DOES) DoS OFM: www.state.gov/ofm

Documents

Request for Qualifications (RFQ) for Master Development Services for the Former Walter Reed Army Medical Center