REQUEST FOR PROPOSALSFor Public Private Partnership

Completing Hartford’s Neighborhoods with Mixed-Use Development & Proposed

Minor League Baseball Facility

City of Hartford, ConnecticutJULY 1, 2014

Mayor Pedro E. Segarra

DEADLINE FOR RESPONSE: 3PM, August 1, 2014

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DEADLINE FOR RESPONSE: 3PM, August 1, 2014

MAIL TO: Department of Development ServicesATTN: Elisa Hobbs250 Constitution Plaza4th FloorHartford, CT

INFORMATION SESSION: July 16, 2014 at 1:00pm, location 260 Constitution Plaza, Plaza Level

QUESTIONS? All questions must be submitted in writing to Elisa Hobbs at hobbe001@hartford.gov. All answers will be posted on the project web page. No discussion with Department of Development Services staff is permitted during the RFP process except during the information session. All questions must be received no later than 5pm on July 16th.

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CONTENTSLetter from the MayorIntroduction to the RFPI. Scope of Services

A. Master Lease ExecutionB. Due DiligenceC. Master Plan/Implementation StrategyD. Budget Management / Cost AnalysisE. Finance PlanF. Job Training/Employment & Contract Diversity PlanG. Architecture/EngineeringH. Public Relations StrategyI. Entitlement ProcessJ. General ConstructionK. Project Reporting

II. Submission RequirementsA. Submittal RequirementsB. Submittal DeadlineC. Submittal Format

1. Statement of Interest2. Concept Plan with Related MXD3. Contiguous Property4. Renewable Energy/Sustainable Construction5. Scope of Work 6. Schedule7. Development Proposal

8. Examples of Similar Scale/Scope of Designed and Constructed Projects9. Preliminary Finance Statement10. Job Training/Affirmative Action Statement11. Qualifications/Demonstration of Experience12. References13. Additional Data

D. Submittal WithdrawlIII. Evaluation Criteria

A. Qualifications + ExperienceB. FinancialC. TimelineD. Concept PlanE. Terms of Proposal

IV. RFP ProcessSchedulePre-Submittal ConferenceScoringMiscellaneous Process Considerations

Appendix 1. Ballpark RequirementsAppendix 2. Context MapExternal Appendix Links (Available on website, www.hartford.gov/dono)

Marketing Brochure, Market Analysis, Master Plan, Environmental, Survey, Utilities, Hartford Affirmative Action Plan (HAAP), Equal Employment Opportunity

WHAT’S INCLUDED IN THIS RFP?

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CITY OF HARTFORD SEEKS EXCITING, AMBITIOUS DEVELOPMENT PARTNER FOR CATALYTIC NEIGHBORHOOD DEVELOPMENT... HERE’S WHY:

PAST, PRESENT, AND FUTURE – WE ARE A CITY OF PROMISE.The City of Hartford has an amazing history… a strong industrial heritage, famous poets and innovators, a city of parks and of promise. Like many similar cities, Hartford suffered as industries and residents left for surrounding towns and as misconceived notions of urban renewal wiped out swathes of our built environment and cut off neighborhoods. However, we refuse to let the sprawling infrastructure of interstates and railroads simply be viewed as an obstacle. We recognize that the history of our past has also created an exciting, unprecedented opportunity in the present to “grow” our Downtown – not many major cities can make this claim. Now is the time to seize this opportunity to develop in Downtown on city-owned parcels with prime interstate access and private opportunities as well.

WE ARE A CITY OF NEIGHBORHOODS.The City of Hartford and its residents have worked to create a vision of a neighborhood in this area known as Downtown North. This vision is dynamic, based on realistic market demand and is poised to take advantage of and respond to economic opportunities. One of the

opportunities before us is the creation of a minor league ballpark with a capacity of up to 9,000 fans of America’s favorite pastime. The goal is to create a new neighborhood that connects to the vibrancy of our urban core and surrounding neighborhoods and to catalyze development through the ballpark.

The ballpark is just the spark for what this area – this neighborhood – can achieve, and it is only a portion of what we are aiming to develop with the right partnership. Through this public/private partnership we will not just create a ballpark but will provide a mix of housing options, capitalize on the demand for a supermarket, provide pedestrian friendly streetscapes and green spaces, provide retail connections to existing neighborhood shops, and bring energy and excitement to Downtown North.

This enormous opportunity should capitalize on surrounding neighborhood contexts and assets and when done successfully, will reestablish essential connections throughout our Downtown and into our surrounding, culturally vibrant neighborhoods. This area will no longer represent the “edge” of something, but the bustling hub of a gateway neighborhood.

WE ARE A CITY OF OPPORTUNITY.The City of Hartford seeks a developer willing to partner with us to make this vision and this opportunity a reality. The City is excited to invest in capital improvements in the surrounding areas that will enhance our partnership’s development goals and we are committed to working with you to ensure that the zoning and building permits process is as seamless as possible. We have no preconceived notions about this public/private partnership; its framework and agreement will be as unique as this project requires.

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JOIN US.

Sincerely,

Pedro E. SegarraMayor

The City of Hartford (City) requests proposals for a Public/Private Partnership (PPP) from Real Estate Developers/Construction Managers (RECM). This partnership will create a new neighborhood that connects the vibrancy of our urban core and surrounding neighborhoods by providing a mixed-use development (MXD) of 300+ housing units and townhomes, over 100,000 GSF of ground-floor retail, commercial space - including a supermarket, public open spaces, supporting parking structures, and a state-of-the-art 9,000 fan capacity minor league baseball facility (Ballpark).

The mixed-use development is to be completed on Parcels B, D, C, E, and/or F and the Ballpark will be developed on Parcel A. This mixed-use development will be in general conformance with the city’s plan for Downtown North (the full plan is available online at www.hartford.gov/dono). The Ballpark will be constructed in accordance with the design criteria and specifications established by the City’s Ballpark architect (Architect), and will be planned, permitted, designed, and constructed for operation by April 1, 2016 (Start Date). The RECM proposed mixed-use development (MXD) shall be designed to generate property taxes and create a holistic linkage between the Downtown Central Business District (CBD) and the North End of Hartford. In addition, the RECM will finance all activities and construct the Ballpark.

The City of Hartford invites the RECM to propose the development of one or all of the mixed-use development parcels and the ballpark in Downtown North. The proposal shall include the framework of this partnership. The City is open to all potential options to Downtown North. This proposal should also identify what expectations the RECM has of the City.

This RFP includes the following:

I. Scope of ServicesII. Submission RequirementsIII. Evaluation Criteria

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I. SCOPE OF SERVICES

A. MASTER LEASE EXECUTION The City invites the RECM to propose the framework of this agreement as it relates to all elements of the proposed development. This agreement will incorporate all development costs that will be incurred throughout the process, including but not limited to costs associated with planning, design, permitting, due diligence, financing, legal, accounting, insurance, taxes, etc.

The agreement will also address items such as escalation, property management, short term re-investment and long term re-investment community benefits.

This agreement will be executed no later than December 1, 2014.

B. DUE DILIGENCEThe RECM will perform all required due diligence on the proposed parcels, including but not limited to matters pertaining to utilities, surveys, zoning, grades, hazardous materials, traffic and transportation, title, and market conditions.

C. MASTER PLAN / IMPLEMENTATION STRATEGYThe RECM will prepare an overall Master Plan for the Site and the environs, which takes into account the following:

1. Mixed-Use Development of this New Neighborhood2. Implementation Strategy with Phased Development (with time frames)3. Ballpark Placement and Design4. Ballpark Linkage to the CBD and the North End of Hartford

This work will include organizing and participating in any meetings necessary with city staff, city officials, community leaders, and stakeholders.

D. BUDGET MANAGEMENT / COST ANALYSISRelative to the ballpark the RECM will perform budget analyses of all aspects of work from the commencement of the assignment through the planning, design, and construction phases. The RECM will work with the City to continuously reduce costs, and will attain real-time construction cost data on an on-going basis.

E. FINANCE PLANThe RECM will present a comprehensive finance plan which defines the methods by which the Downtown North and any public participation in the MXD will be developed, including an identification of the following.

1. Required Equity2. Senior Debt3. Possible Tax Increment Financing (TIF) of public infrastructure4. Possible State/federal assistance5. Proforma6. Potential ROI7. Sources + Uses 8. Revenue Stream

F. JOB TRAINING / EMPLOYMENT & CONTRACTING DIVERSITY PLANThe City has specific targets and goals related to local employment, job training, and affirmative action. These are included as an attachment to this document in Appendix B. The RECM will submit a detailed plan which articulates its commitment to this plan and which outlines a strategy to exceed the standards prescribed therein.

G. ARCHITECTURE / ENGINEERINGThe RECM will engage all design firms necessary to complete the design and development of the proposed mixed-use and ballpark development in Downtown North; however, the RECM will retain the City’s Ballpark Architect and will complete the preparation of design development and construction documents for the facility consistent with the lease document.Additionally, the RECM will retain a design team to prepare schematic, design development, and construction documents for the construction of the MXD surrounding the Site. This work will also include all required engineering, traffic/transportation, planning and environmental services related to the proposed construction of the surrounding development.

H. PUBLIC OUTREACHThe RECM will propose a public relations/community outreach strategy.

I. ENTITLEMENT PROCESSThe RECM will manage the local, state, and federal permitting process for both the Ballpark and the related MXD surrounding the Site. The RECM will include the following in this effort:

1. Local Planning and Zoning2. Utility Coordination/Permits

3. Storm Water Permits4. Local/State Traffic Permits5. Environmental Permits6. Building Permits

J. GENERAL CONSTRUCTIONThe RECM will construct both the Ballpark and the related MXD in accordance with the agreed schedule for the development of Downtown North. The Ballpark will be completed no later than April 1, 2016. This work will at least include the following:

1. Site Preparation2. Infrastructure/Roadway Realignment/Redesign3. MXD Construction4. Ballpark Construction5. Sustainable and/or Renewable Energy Components

K. PROJECT REPORTINGThe RECM will prepare monthly progress reports that include the following:

1. Project Report Narrative2. Schedule Tracking, Actual versus Projected3. Budget Tracking, Actual versus Projected4. Summary of Action Items and Follow Up5. Project Pictures, Related Exhibits

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II. SUBMISSION REQUIREMENTS

A. SUBMITTAL REQUIREMENTSThe RECM shall deliver six (6) sealed and bound copies of the proposal to the Department of Development Services, ATTN: Elisa Hobbs, 250 Constitution Plaza, Fourth Floor, Hartford, CT 06103. Submittals may be delivered by U.S. Mail, private courier firm, or hand delivered; provided responsibility for on time delivery to the Department is wholly upon the RECM. Electronic submittals via fax or email will not be accepted.

Proposals shall be delivered sealed, properly addressed to the Department, with the name of the lead firm and “Proposal, Downtown North Project” marked on the exterior of the package.

B. SUBMITTAL DEADLINEProposals will be received until 3:00 p.m., Friday, August 1st, 2014, at which time they will be opened by a representative from the Department and recorded as received. Statements received after 3:00 p.m. will not be opened.

C. SUBMITTAL FORMATSubmittals are to be in an 8-1/2” X 11” format. 11” X 17” pages may be used if folded to accommodate the 8-1/2” X 11” format. Each copy

of the Submittal shall be bound.

Quantity to be submitted: Deliverable shall consist of one (1) marked original and five (5) copies.

Order of Submittal Contents: All submittals shall contain the contents described below, information to be complete and concise, in the order listed, and with each section clearly tabbed for reference.

1. STATEMENT OF INTERESTA general statement expressing interest in the RFP and summarizing the key points of the Proposal, with an introduction of the proposed RECM team and an organizational structure by which it will function, including identification of the project manager. Discuss your ability to fulfill the project design and development objectives and meet the project timelines.

2. CONCEPT PLAN WITH RELATED MXDA preliminary concept plan which depicts the parcels proposed for development and an overall massing of the area with a summary table identifying uses, sizes, locations,

etc. Also, a preliminary depiction of the transportation modifications necessary to achieve the required area for development. This concept plan should demonstrate how the physical development(s) will relate to the public rights of way and should suggest, or additional narrative can describe, how the plan will create active street frontages on all proposed parcels.

3. CONTIGUOUS PROPERTYA summary of how contiguous property to the Ballpark would relate in massing, design, use, etc., and how that property might strategically benefit the Ballpark and surrounding development. If you own a contiguous or nearby parcels please include this information in your summary and how its development would fit into this new neighborhood.

4. RENEWABLE ENERGY / SUSTAINABLE CONSTRUCTIONA discussion of how renewable energy can be integrated with the Ballpark and the MXD, and detail on a commitment to sustainable construction, with the goal of achieving at minimum a LEED Silver certification for all

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phases of building construction.

5. SCOPE OF WORKA detailed scope of work which addresses the work requirements from inception through execution.

6. SCHEDULEA schedule, defined by task and depicting key milestones, confirming that the Ballpark will be constructed and opened by April 1, 2016.

7. DEVELOPMENT PROPOSALA development proposal for the business terms associated with the construction and financing necessary to build all components of Downtown North.

8. EXAMPLES OF SIMILAR SCALE / SCOPE OF DESIGNED + CONSTRUCTED PROJECTSPresent demonstrated experience in New Urbanism, Smart Growth, transit-oriented development and a track record of mixed-use projects in urban or village settings.

Experience in Connecticut/New England is appreciated, however, demonstrated experience in other localities is also

acceptable particularly if clear project similarities or challenges can be identified.

Experience in ballpark construction is appreciated but not required.

Examples should include photos of finished projects, plans, renderings, elevations, and perspectives of buildings representative of design and construction capabilities, and identify the address and location of each example.

9. PRELIMINARY FINANCE STATEMENTA Finance Plan which depicts the preliminary sources and uses of funds required to capitalize development, including a preliminary hard and soft cost budget, and a description of the entire capital stack required for execution. A Finalized Finance Plan will be required 30 days of contract award.

Include a statement from your bonding agent stating commitment to be able to finance this project. List the name, agent’s name, and contact information of your bonding agency.

10. JOB TRAINING / AFFIRMATIVE ACTION STATEMENTA summary of job training and affirmative

action initiatives that will be employed to exceed minimum goals set forth by the City in Appendix B.

11. QUALIFICATIONS / DEMONSTRATION OF EXPERIENCEGeneral qualifications statement of the entire team with resumes, representative projects, etc. This statement may include but is not limited to annual volume, financial position, bonding capacity, location as it relates to responsiveness to the City, and projected workloads.

Provide a complete list of key personnel for design, management, and construction to be assigned to this project. Include a project organization chart.

Explain track record on any projects that are similar in nature and scope, calling attention to experience with complicated, long-term projects that required multi-discipline coordination and public outreach.

Provide a statement on the Project Manager’s technical qualifications, management ability, cost control, and familiarity with the facility types/elements of this project.

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12. REFERENCESProvide references for at least three (3) similar projects completed, including the key personnel and consultants involved. List the client, project location, original construction budget, final construction cost, projected construction duration, actual construction duration and the members of the RECM responsible for each project and their roles.

References should include name, title, and contact information.

Projects submitted should be examples of work completed or under construction by the RECM, professionals and consultants of the RECM.

References may also include evidence of recognition and commendations for design or construction.

13. ADDITIONAL DATAProvide any other data essential in the evaluation of the Submittal. List any unique or outstanding characteristics of the RECM, which best illustrates current qualifications or special capabilities relevant to this project, including but not limited to previous history working with RECM team members.

D. SUBMITTAL WITHDRAWLNo submittals can be withdrawn after having been formally opened by a representative from the Department.

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III. EVALUATION CRITERIA

A. QUALIFICATIONS + EXPERIENCEStaffing with strong team experience, including, if applicable, a history of previous working relationships among the principal members of the RECM.

Demonstrated experience with similar mixed-use and/or ballpark construction projects.

Demonstrated ability of the lead or principal member of the RECM to lead a development of this scale from pre-development to on time completion.

Experience with complex transactions containing integrated planning and approaches to implementation of proposals, cost estimating, and project administration.

Knowledge and experience working within Connecticut laws and regulations applicable to public or mixed-use projects.

References related to development projects of similar scale and scope. Reference list should include the name and contact information of the reference, and the particular project for which the reference has

been provided.

B. FINANCIALDemonstrated financial capacity to complete development within budget.

Evidence of proposed financing, including construction financing and/or private equity to meet the proposed development budget.

C. TIMELINEProject staff capacity to ensure that the project is designed and developed on time and within budget.

Demonstrated capacity of projects of similar size and scope on time.

D. CONCEPT PLANThe quality and insight of the proposal and its ability to fulfill project design and objectives reflected in the Downtown North/Downtown West Master Plan.

The quality and insight of the proposal and its ability to fulfill project design and objectives of the Ballpark as agreed upon between the City and Connecticut Double Play, LLC.

Plan that demonstrates commitment to deliver contiguous property that will benefit the Ballpark site in order to deliver a comprehensive mixed-use development.

Plan that demonstrates commitment and knowledge of sustainable construction.

E. TERMS OF PROPOSALLease terms that are favorable and mutually beneficial to the City and the RECM.

Terms that give assurance of the responsiveness of the RECM to the City, including but not limited to location of the Project Manager.

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IV. RFP PROCESS

A. SCHEDULEThe anticipated schedule for the RFP submissions is as follows:

RFP Advertisement, July 1, 2014Pre-Submittal Conference, July 16, 2014Issue Q&A Summary, July 23, 2014Deadline for Submission, August 1, 2014Notification of Finalists, August 8, 2014Interviews, August 14-15, 2014Award of RFP, August 18, 2014

B. PRE-SUBMITTAL CONFERENCEThe City will hold a pre-submittal conference on Wednesday, July 16th at 1:00pm at 260 Constitution Plaza, Plaza Level, Hartford, CT. The meeting will consist of a briefing session and review of the requirements and the scope of the project. Interested firms can present questions and obtain clarifications related to this RFP.

Attendance at the conference is not mandatory.

There will not be an opportunity to “call in” to the conference.

C. SCORINGThe RFP responses will be evaluated to determine the RECM that is most responsive to

City objectives and demonstrates the greatest ability to implement the project based on scoring that shall be similar to the following:

The City expects to advance up to three of the highest ranked teams to the Interview portion of the selection process.

D. MISCELLANEOUS PROCESS CONSIDERATIONSResponses must include sufficient supporting material for City staff to evaluate. The City reserves the right to disqualify any response due to insufficient supporting or explanatory information or to request additional supporting information.

References may be checked for all parties identified under qualifications and experience of the RECM.

The City may amend or revise the RFP process as a result of questions submitted by potential RECM or for any other reason that causes the City to believe it would be in the best interests of the City to do so. Such amendments or revisions will be posted to the website.

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APPENDIX 1. BALLPARK AGREEMENT (APRIL 28, 2014)

Parties: The City of Hartford and The Club which is the owner of a Class AA Minor League Baseball Franchise granted by The National Association of Professional Baseball Leagues, Inc. (NAPBL) , which does business under the trade name Minor League Baseball (MiLB) and the corresponding interests in the Eastern League of Professional Baseball Clubs, Inc. (the “League”).

NAPBL and the League required that a new ballpark be constructed as a condition re-location of Team to Hartford.

City is seeking a Public Private Partnership to develop and construct a new ballpark within Hartford’s Downtown North area that will serve as the home of the team.

Concurrently with Development Agreement, the City will lease to Club the ballpark and ballpark dedicated parking and the Club will enter into a non-relocation agreement.

Conditions to City obligations-City shall not be obligated to move forward until: 1) written confirmation to City that Club is the sole owner of

the team; 2) NAPBL has reviewed and approved the lease; 3) The lease is executed; 4) The non-relocation agreement is executed.

City and club will mutually agree on an owner’s representative who will act as both the City’s and Club’s lead point of contact.

City with input from the Club shall select the Construction Manager at Risk.

The Ballpark Budget shall include a budget for FF&E Requirements in the amount of $6,500,000.

City will lease the ballpark and ballpark dedicated parking.

Term-Initial term is twenty-five years with three consecutive additional periods of five (5) years each.

Rent-Fixed rent of $500,000 per year for each calendar year of the first fifteen (15) years of the initial term an d$600,000 per year for each calendar year for the remaining ten (10) years of the initial term.

Fixed rent to be paid in two equal, semi-annual installment payments to be made on May 1 and September 1 of each year of the term.

Revenue-tenant receives and retains all revenues generated from the team and/or ballpark underlying the ballpark and ballpark dedicated parking.

Development around ballpark-city owns the real property around and underlying the ballpark and ballpark dedicated parking.

Parking-City is under no obligation to construct any additional parking other than the ballpark dedicated parking. City shall make available 200 secure paved parking spaces for use by tenant. Tenant is entitled to receive and retain all parking revenues from the ballpark dedicated parking at any time.

Utilities-Tenant is responsible for paying for all electric service, water and sewer, telephone, cable television and other communications internet and gas services.

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APPENDIX 2.