wmata joint development solicitation 2013

Washington Metropolitan Area Transit AuthorityWashington Metropolitan Area Transit AuthorityWashington Metropolitan Area Transit Authority

Joint Development Solicitation

November 2013November 2013November 2013

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TABLE OF CONTENTS

Part One – Introduction ........................................................................................ 7 Part Two – Joint Development Sites .................................................................... 8

Brookland-CUA Metro Station ..................................................................... 9 Fort Totten Metro Station ........................................................................... 21 Grosvenor-Strathmore Metro Station ...........................................................34 Morgan Boulevard Metro Station .............................................................. 48 Navy Yard Chiller Plant .............................................................................. 61

Part Three – Proposal Submission Requirements ............................................. 66

Section 1: Administrative and Contractual Information ......................... 66

Section 1.1: Issuing Information .................................................................. 66 Section 1.2: Proposal and Scope ................................................................ 66 Section 1.3: Amendments and Supplements to Joint Development Solicitation .............................................................................. 66 Section 1.4: Acceptance of Terms and Conditions ...................................... 66 Section 1.5: Acceptance/Rejection of Proposals ......................................... 67 Section 1.6: Selected Developer Status ...................................................... 67 Section 1.7: Approvals ................................................................................ 67 Section 1.8: Binding Agreement .................................................................. 67 Section 1.9: Costs ....................................................................................... 67 Section 1.10: Site Visits and Inspections ..................................................... 68 Section 1.11: Schedule of Activities ............................................................ 68 Section 1.12: Pre-Proposal Conference ...................................................... 68 Section 1.13: Inquiries ................................................................................. 68 Section 1.14: Deadline for Proposal Submission ........................................ 68 Section 1.15: Late Proposals ...................................................................... 68 Section 1.16: Jurisdictional and Community Participation Requirements ............................................................................................... 69 Section 1.17: WMATA Facilities .................................................................. 69

Section 2: Proposal Preparation/Format/Content/Submission ............. 70

Section 2.1: General .................................................................................... 70 Section 2.2: Proposal Submission Structure ................................................ 70 Section 2.3: Proposal Contents: Volume 1-Technical Information ............. 70 Section 2.4: Proposal Contents: Volume 2-Economic Information ............. 76 Section 2.5: Proposal Security .................................................................... 81 Section 2.6: Multiple or Alternative Proposals ............................................. 82 Section 2.7: Submission of Proposal ........................................................... 82

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Section 3: Proposal Review, Evaluation, Developer Selection

And Post-Selection Process ................................................ 83 Section 3.1: Proposal Review Process ........................................................ 83 Section 3.2: Proposal Evaluation Factors .................................................... 84 Section 3.3: Notice of Acceptance or Rejection .......................................... 84 Section 3.4: Continuing Offers ..................................................................... 85 Section 3.5: Waiver of Irregularities ............................................................. 85 Section 3.6: Post-Selection Process ........................................................... 85 Section 3.7: Disclosure and Use of Data ..................................................... 86

Section 4: WMATA’s Non-Negotiable Requirements and Conditions ............................................................................. 87

Section 4.1: WMATA’s Reserved Areas and Interests ................................ 87 Section 4.2: WMATA’s Approval Rights and Adjacent Construction Requirements .............................................................. 87 Section 4.3: Relocation or Replacement of WMATA Facilities ............................................................................................ 88 Section 4.4: Selected Developer’s Funding of WMATA Compact Hearing .............................................................................. 88 Section 4.5: No Subordination of WMATA’s Fee Interest ............................ 88 Section 4.6: Federal Transit Administration (FTA) Requirements ............... 88 Section 4.7: Americans with Disabilities Act ................................................ 89 Section 4.8: Direct Connections .................................................................. 89 Section 4.9: Davis-Bacon Act/Fair Labor Standards Act ............................. 89 Section 4.10: Other Laws, Regulations and Requirements ......................... 89 Section 4.11: WMATA’s Indemnification Policy ........................................... 89 Section 4.12: WMATA’s Insurance Requirements ...................................... 90 Section 4.13: Completion Bond ................................................................... 90 Section 4.14: WMATA’s Disclaimer of Liability ............................................ 90 Section 4.15: Inspection of Accounting Records ......................................... 90 Section 4.16: WMATA’s Tax-Exempt Status ............................................... 90 Section 4.17: Financing Requirements ........................................................ 91

Section 5: Additional Joint Development Requirements and Procedures ............................................................................ 92

Section 5.1: Assignment of Proposal, Change in Developer or Withdrawal of Developer ................................................................... 92 Section 5.2: Termination of Selected Developer Designation ..................... 93 Section 5.3: WMATA Station Access Roads and Interior Maintenance Roads .......................................................................... 94 Section 5.4: Developer’s Investigative Obligations; As Is, Where Is ........... 94 Section 5.5: Environmental Matters ............................................................. 94 Section 5.6: Title .......................................................................................... 95 Section 5.7: Protest Policy ........................................................................... 95 Section 5.8: Guaranty .................................................................................. 96

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Section 6: Definitions ................................................................................ 97

Developer(s) ................................................................................................. 97 Development Agreement .............................................................................. 97 Development Team ...................................................................................... 97 Disadvantaged Business Enterprise (DBE) .................................................. 97 Evaluation Team .......................................................................................... 97 Federal Transit Administration (FTA) ........................................................... 98 Final Proposal .............................................................................................. 98 Initial Proposal .............................................................................................. 98 Joint Development ........................................................................................ 98 Joint Development Policies and Guidelines ................................................. 98 Joint Development Site(s) ............................................................................ 98 Project .......................................................................................................... 98 Proposal(s) ................................................................................................... 98 Selected Developer ...................................................................................... 98 Term Sheet ................................................................................................... 98 Transit-Oriented Development ..................................................................... 98 WMATA Compact ......................................................................................... 99 WMATA Facility ............................................................................................ 99 WMATA Improvement(s) .............................................................................. 99 WMATA Replacement Facility ...................................................................... 99 WMATA Reserved Areas and Interests ........................................................ 99

Attachment A – Proposal Form ............................................................................ 101 Attachment B – Irrevocable Standby Letter of Credit ........................................ 121 Attachment C – Right of Entry Agreement .......................................................... 126 Attachment D – Prince George’s County Certifications .................................... 130

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BROOKLAND-CUA METRO STATION (RED LINE) JOINT DEVELOPMENT SOLICITATION #2013-01 Overview The Brookland-CUA Metro Station is located on the Red Line in the District of Columbia in Ward 5’s Brookland neighborhood.

As shown in Figure 1 below, the Brookland-CUA Metro Station site includes two potential joint development parcels: a North Parcel of approximately 1.1 acres and a South Parcel (shown on Figure 1 below as “South Parcel (joint development area)”) of approximately 1.6 acres. Respondents must include both the 1.1 acre North Parcel and the 1.6 acre South Parcel (joint development area) in a single consolidated Proposal; Proposals for either one of these Parcels on a stand-alone basis will be nonresponsive. The North Parcel is adjacent to the Michigan Avenue Bridge and is bounded by 9th Street, NE, 10th Street, NE, and Bunker Hill Road, NE to the south. The North Parcel is an open green space with minimal shade trees and accommodates pedestrian circulation under Michigan Avenue.

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1. North Parcel development area: approximately 1.1 acre, office or multifamily residential preferred 2. South Parcel development area: approximately 1.6 acres, multifamily residential preferred 3. Kiss & Ride replacement at ground level of South Parcel 4. North Parcel to accommodate temporary Kiss & Ride while South Parcel is constructed

Use, Density, and Massing The joint development program should consist predominantly of multifamily housing on the South Parcel and either office space or additional multifamily housing on the North Parcel. The housing may be rental, ownership, or a combination of both. Density should be maximized, consistent with the intent of the approved 2009 Small Area Plan. (While the current R-2 and CM-1 zoning is not consistent with the Small Area Plan, WMATA anticipates that redevelopment consistent with the Plan will proceed either through a zoning amendment or the Planned Unit Development process.) The development program envisioned by WMATA for the two parcels is as follows: • North Parcel. On the 1.1-acre North Parcel WMATA envisions a development consisting

of either (a) 80-100 residential units in buildings of up to five stories, or (b) up to 40,000 square feet of office space in buildings of three to four stories. In either case, parking may be provided at-grade within the North Parcel, behind its building frontage on Bunker Hill Road, NE.

• South Parcel. On the 1.6-acre South Parcel, WMATA envisions approximately 125-150

residential units in structures of three to six stories. As illustrated in Figure 3 below, the massing should step down so that the lowest elevation fronts on 10th Street NE. Parking for the South Parcel development should be built below-grade, at a ratio consistent with market conditions and District of Columbia requirements. The schedule of minimum parking requirements in the District of Columbia is provided in the DC Municipal Regulations (Title 11, Chapter 21, 11-2101).

Figure 3: Brookland-CUA South Parcel Massing Section (looking north)

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The development program may also include street-level retail and/or other transit-oriented businesses (e.g., day care center), particularly along Bunker Hill Road and/or 10th Street, NE. Parking for such retail should not exceed 1.5 spaces per 1,000 square feet of retail space. Except for the incorporation of Kiss & Ride spaces within the South Parcel building, all development amenities, parking, loading, and service must be independent of WMATA Facilities. The development shall comply with the District of Columbia Inclusionary Zoning Program, as set forth in the DC Municipal Regulations (Title 11, Chapter 26, Inclusionary Zoning, and Title 14, Chapter 22, Inclusionary Zoning Implementation). To facilitate compliance, the Inclusionary Zoning Program allows a schedule of bonus densities. The applicable inclusionary requirement and bonus density will depend on whether the site is rezoned (and to what district) or entitled through a Planned Unit Development.

WMATA Park & Ride Facilities The Brookland-CUA Metro Station has no Park & Ride facilities. None are required as part of the joint development program.

Transit Operations and Vehicular Circulation As previously stated, the one transit-related operation directly affected by the proposed joint development plan is the Kiss & Ride/short-term parking lot, currently located at-grade on a portion of the South Parcel. This facility must be replaced at-grade within the footprint of the South Parcel joint development. WMATA will retain the right to operate the new Kiss & Ride facility within the new improvements. As illustrated in Figure 3 above, the new Kiss & Ride area must be visually open directly to the bus loop and the Metro Station on the west but be concealed by street-level development along 10th Street to the east. The north side of the Kiss & Ride, along Bunker Hill Road, shall be concealed by street-level development as well. The new Kiss & Ride must maintain a 16-foot, nine-inch vertical clearance with any structure built over it. With respect to vehicular circulation, the following requirements and potential requirements are illustrated in Figure 4 below: Requirements • The access/egress for the Kiss & Ride area must remain on Newton Street, but may be

moved up to 30 feet eastward of its current location. • Vehicular access to the below-grade joint development parking on the South Parcel is

limited to 10th Street, NE and Bunker Hill Road, NE. Service, parking access, trash collection and loading for the joint development must be separated from the Kiss & Ride.

• The development must incorporate wayfinding signage for the Metro Station and Kiss &

Ride.

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• Vehicular access to the at-grade joint development parking on the North Parcel is limited to Bunker Hill Road, NE. Any access/egress point must be located at least 150 feet east of the intersection of Bunker Hill Road and 9th Street, NE.

Potential Requirements • Local shuttle buses stop on Bunker Hill Road, NE for convenient transfer to and from the

Red Line or the WMATA bus loop. As part of the joint development, WMATA may require that Bunker Hill Road be widened slightly to facilitate continued shuttle operations in the same location. Alternatively, WMATA is willing to consider the Selected Developer accommodating shuttles in a new Kiss & Ride facility.

• WMATA and the District Department of Transportation (DDOT) are considering

modifications to the intersection of 10th Street, NE and Bunker Hill Road, NE to improve pedestrian safety, including the elimination of the right turn lane onto Bunker Hill Road. WMATA may require the Selected Developer to implement this modification in consultation with DDOT.

The Selected Developer shall secure all entitlements and shall design and construct any roadway modifications necessitated by the Project, including but not limited to: new or modified curb cuts; automobile turning movements to or from Bunker Hill Road, NE, 10th Street NE, and Newton Street, NE; and new or modified signalization and signage.

Figure 4: Site Circulation, Brookland-CUA Station Joint Development

1. Development access from Bunker Hill Road and 10th Street only – minimum 150’ from Bunker Hill Road

2. Bunker Hill Road & 9th Street intersection 3. Development loading and service access

independent of Kiss & Ride 4. Potential realignment of 10th Street and

Bunker Hill Road 5. Potential widening of Bunker Hill Road to

accommodate shuttle stop area 6. Maintain current circulation in bus loop;

may not be used for construction access

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Pedestrian and Bicycle Circulation Because of the concentration of transportation facilities in the Brookland-CUA Metro Station area, a highly walkable street grid is essential to this joint development plan. The following requirements apply: • Sidewalks at least 15 feet wide with lighting, paving, plantings, and way-finding

acceptable to WMATA and DDOT shall be maintained on the sides of both the South Parcel and North Parcel development areas that front on public streets or on the bus loop.

• Direct, well-lit sidewalks, curb ramps, and crosswalks shall be maintained along Newton

Street, NE and Bunker Hill Road, NE leading to the station entrance and bus loop. • The western edge of the South Parcel, where the existing Kiss & Ride and the bus loop

converge, shall be well lit and shall provide pedestrian amenities acceptable to WMATA. The Brookland-CUA Metro Station currently has 16 bicycle lockers and inverted “U’ racks for 16 bicycles. The joint development project shall provide twice as many lockers and bike racks, preferably in secure, covered bicycle parking spaces in a location convenient to the station entrance and the nearby Metropolitan Branch Trail. A Bike and Ride facility meeting WMATA specifications should also be included. A development plan should improve pedestrian and bicycle connectivity between this Metro Station and the surrounding area. Refer to WMATA’s Bicycle and Pedestrian Access Improvement Study (available on WMATA’s website, www.wmata.com, click on “About Metro,” then click on “Planning & Development” and then scroll down to “Station Area Plans and Access Improvement Studies”). Bicycle connectivity to the Metropolitan Branch Trail is also encouraged.

Environmental Requirements For WMATA’s own purposes, there are no site-specific environmental requirements associated with the Brookland-CUA Metro Station joint development project.

Illustrative Concept Plans

For purposes of illustration, WMATA has analyzed and tested two potential joint development concept plans (Illustrative Concepts A and B), which are shown in Figures 5 and 6, respectively. These concepts differ in the use of the North Parcel, which is residential in Illustrative Concept A and office/commercial in Illustrative Concept B. Either concept would accomplish WMATA’s goals for this project. In preparing their proposed development plans, respondents may use either concept as a point of departure, “mix and match” features from both concepts, or introduce new concepts subject to the specific requirements stated in the preceding sections. The illustrative concepts also show general layout options for Kiss & Ride and vehicular circulation. The Selected Developer shall work with WMATA to further refine the selected concept to ensure that these facilities meet WMATA requirements. The principal characteristics

16

of the two concepts follow. Illustrative Concept A • The Kiss & Ride is replaced on the ground level of the South Parcel development area in

a footprint which overlaps its current location. The new Kiss & Ride is open to the bus loop on the west and has its dedicated access/egress point on Newton Street, NE to the south. On the north and east sides, development is at street level, concealing the Kiss & Ride in the interior of the parcel.

• Development on the South Parcel is predominantly residential, with daycare and/or retail

allowed at street level. The upper levels of the development fully or partly cover the Kiss & Ride, with a 14-foot vertical clearance.

• The South Parcel joint development includes on-site parking below-grade (and thus

below the Kiss & Ride, as shown in Figure 3 above). It has its own access and egress from 10th Street NE and/or Bunker Hill Road, NE. The available below-grade footprint of the South Parcel will accommodate approximately 100 parking spaces, which, if fully built out, might satisfy a portion of the North Parcel’s parking needs as well.

• The North Parcel is also predominantly residential, with daycare and/or retail allowed at

street level. Parking for the North Parcel may be provided at-grade in the rear of the Parcel, in the South Parcel below-grade parking area, or a combination of the two.

Figure 5: Brookland-CUA, Illustrative Concept A

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Illustrative Concept B • The South Parcel development and the general organization of the site are the same as

in Concept A. • The North Parcel is used for office space, with parking at-grade in the interior of the site.

Figure 6: Brookland-CUA, Illustrative Concept B

Design Review, Construction Staging, and Interim Operations The Selected Developer shall prepare and submit to WMATA detailed plans for construction-period staging, maintenance of traffic, and interim transit operations for WMATA review and approval in compliance with the WMATA Adjacent Construction Project Manual and the following: • The South Parcel development shall be constructed first, during which time the Kiss &

Ride shall be temporarily relocated to the North Parcel. North Parcel construction may commence after the new Kiss & Ride within the South Parcel has been accepted by WMATA and placed in service.

• The WMATA bus loop shall not be used for construction access.

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• Contractor parking will not be allowed in WMATA facilities and contracts with contractors should specifically so state. Construction plans submitted to WMATA shall show off-site locations for contractor parking.

• The escalator on the bus loop side of this Metro Station is scheduled to be replaced in 2017 and a canopy installed over it and the adjacent stairway. Any development plan must leave room not only for this structure but also for construction and staging areas.

Site Profile Area Demographics This Metro Station serves a diverse middle-class community and religious colleges and orders and is a short walk from the 12th Street, NE commercial corridor. Homes include row houses, low-rise apartment buildings, and new higher-density development directly to the east of the Metro Station on Monroe Street, NE.

(The above demographic data is from the 2010 Census and MWCOG Round 8.2 2013 Cooperative Forecasts.) Planning and Zoning Context The North Parcel is zoned CM-1 Industrial. The South Parcel is zoned mostly R-2 Residential with some CM-1 Industrial. CM-1 allows for low bulk commercial and light manufacturing uses, and R-2 allows for single family residential. Parcels could be redeveloped through a Planned Unit Development (PUD) or zoning amendment. This Metro Station is subject to the Brookland-CUA Metro Station Small Area Plan approved by the DC Council in 2009. Guiding Small Area Plan principles relevant to this Metro Station include providing adequate parking, mixed use development, an enhanced public realm and improved access to the Metro Station. The Small Area Plan proposed 200-250 residential units, 30,000-35,000 square feet of retail and 220-265 below-grade parking spaces at this Metro

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Station. WMATA also completed a Brookland-CUA Metro Station Area Access Plan in 2013 which evaluated transit replacement facility options and joint development opportunities within the context of the Small Area Plan. Further, in early 2013, the Mayor formed the Industrial Land Transformation Task Force to maintain and better utilize industrial land in Ward 5.

Development and Amenities In addition to existing low-density residential fabric, the area benefits from higher-density walkable transit-oriented development now under construction adjacent to Monroe Street, NE. The Monroe Street Market development is located on the west side of the Metro/CSX tracks along the Metropolitan Branch Trail and is connected to this Metro Station’s entrance via the Arts Walk plaza. Once completed in early 2014, the project will have 720 residential units along with space for art studios, retail and a community arts center. A new Barnes and Noble bookstore will be added to the Monroe Street Market. The recently completed Chancellor’s Row townhouse development is also nearby. In addition, Dance Place, a center for dance performance, contains 41 affordable live/work units and is located along the Metropolitan Branch Trail. This Metro Station is also within walking distance of important cultural and institutional destinations. Trinity College, The Catholic University of America, the Basilica of the National Shrine and the Franciscan Monastery are all important Catholic institutions near this Metro Station. Other not-too-distant destinations include Brooks Mansion, McMillan Reservoir, MedStar Washington Hospital Center, Veterans Affairs Medical Center, Children’s National Medical Center and the Armed Forces Retirement Home. The Walk Score, which measures pedestrian access to neighborhood amenities, is 72 out of 100 for Brookland.

Transportation Advantages The Brookland-CUA Metro Station provides Red Line service to Union Station in seven minutes, to Metro Center in 13 minutes, and to Farragut North in 15 minutes. Average weekday Metrorail boarding at this Metro Station in May 2013 was 6,676. (For additional information, WMATA publishes average weekday boarding information for each Metro Station since 1977 at http://www.wmata.com/about_metro/public_rr.cfm.) Metrobus serves this Metro Station via 15 routes. More detailed information about bus service to this Metro Station may be found at http://www.wmata.com/rail/station_detail.cfm?station_id=27. The Metropolitan Branch Trail, adjacent to this Metro Station, is an eight-mile hiker-biker trail that runs from Union Station in the District of Columbia to Silver Spring in Maryland. Travel time from Brookland to Union Station via the trail is 20 minutes by bike. There is direct vehicular access to Michigan Avenue, NE from this Metro Station along Monroe Street, NE or 10th Street, NE. Michigan Avenue, NE is a minor arterial carrying on average 15,500 vehicles per day based on 2010 data. From Michigan Avenue, NE, North Capitol Street is approximately one mile west, and from 10th Street, NE, Rhode Island Avenue/Route 1 is approximately one mile south. NoMa is about two miles due south via North Capitol Street.

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build the Park & Ride garage and any other affected station improvements in accordance with WMATA standards and review. Again, the East Parcel containing the bus loop and Kiss & Ride is not part of this Joint Development Solicitation and should not be incorporated into any Proposal.

Use, Density, and Massing The joint development program should consist predominantly or entirely of multifamily housing, which may be rental, ownership, or a combination of both. Density should be maximized, consistent with the site’s CR zoning. WMATA envisions a development of approximately 300 residential units in structures of up to seven stories. Consistent with zoning, a larger number of units may be proposed provided their scale and character are compatible with current and proposed development in the Metro Station area. The development is required to comply with the District of Columbia Inclusionary Zoning Program, as set forth in the DC Municipal Regulations (Title 11, Chapter 26, Inclusionary Zoning, and Title 14, Chapter 22, Inclusionary Zoning Implementation). To facilitate compliance, the Inclusionary Zoning Program allows a schedule of bonus densities. The current inclusionary requirement in the CR zoning district is the greater of 8% of the residential gross floor area or 50% of the bonus density utilized. The development program may also include a childcare center and street-level retail. The latter is particularly encouraged toward the southern end of the site, closest to the station entrance and bus loop. WMATA may want to reserve 5,000-10,000 square feet of office space for an emergency response center. Any financial offer should include an alternative scenario in which this option is exercised. Parking for the joint development shall be provided in an on-site structure(s). This parking structure(s) may be either (i) a stand-alone, dedicated garage, built above or below-grade and not visible from Galloway Street, NE or 1st Place, NE along the western frontage of the site, or (ii) one or more dedicated floors of a combined joint development/Park & Ride garage structure, as described below. Parking for the residential program shall be provided at a ratio consistent with market conditions and District of Columbia requirements. In the CR zoning district, the minimum parking requirement for apartment buildings is one space per three dwelling units. If the development includes ground-level retail, parking for such retail shall not exceed 1.5 spaces per 1,000 square feet of retail space. The schedule of minimum parking requirements in the District of Columbia is provided in DC Municipal Regulations Title 11, Chapter 21, 11-2101. Except to the extent that parking is provided in a shared structure, all private development amenities, parking, loading, and service facilities shall be independent of WMATA Facilities. Whether or not private parking is provided in a garage shared with Metro commuter parking, the Park & Ride facility shall be operated by WMATA and the Selected Developer shall operate the private parking. New buildings shall be separated from WMATA Facilities by the distance established by the WMATA Adjacent Construction Project Manual and operable windows or

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balcony edges of the development shall be set back a minimum of 50 feet from the centerline of the Metro tracks.

WMATA Park & Ride Facilities The existing surface Park & Ride lot must be replaced by an on-site Park & Ride garage of at least 425 spaces. The current Park & Ride utilization is 105%. The Selected Developer shall design, finance, and construct the Park & Ride garage, which, as previously noted, shall be either: • a dedicated, stand-alone Park & Ride garage with its own access/egress drive; or • one or more dedicated floors of a combined garage structure, in which the Park & Ride

and joint development parking occur on dedicated floors with separate, exclusive access/egress routes.

In either option, WMATA will operate the Park & Ride facilities. The Selected Developer may operate the separate joint development parking. The Selected Developer shall configure the Park & Ride as an “open parking structure” for building code purposes. Illustrative concept plans demonstrating these two options are shown below. Existing WMATA-operated parking meters must be retained or replaced for WMATA’s benefit. Any new meters must use modern payment, monitoring and space-sensor technology.

Transit Operations and Vehicular Circulation The bus bays, Kiss & Ride, short-term parking, and taxi area for the Fort Totten Metro Station are located south and east of the Metro tracks and are not physically affected by this joint development initiative.

Roadways may need to be widened and improved to accommodate WMATA’s current standards for buses. Potential vehicular circulation patterns are illustrated below (Figures 5 and 6). These figures show allowable access and egress points, which are approximate; the exact location and geometry are to be determined in consultation with WMATA. The following requirements apply: • The Park & Ride access/egress drive shall remain in its current approximate location,

connecting with 1st Place, NE along the northern edge of the site. • The joint development access/egress point on 1st Place, NE shall be located at least 200

feet from each of the Park & Ride ingress/egress points to the north and the Galloway Street, NE bus loop entrance to the south. The joint development vehicular access shall be separate from the Park & Ride access, even if the two parking uses are provided in a single structure.

• The Selected Developer shall secure all entitlements and shall design and construct any

roadway modifications necessitated by the project, including but not limited to new or

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modified curb cuts, automobile turning lanes to or from 1st Place, NE, and new or modified signalization and signage.

• Loading facilities for the development shall be configured so that trucks can enter the

loading facilities without backing in from public roadways.

Pedestrian and Bicycle Circulation Pedestrian circulation at the Fort Totten Metro Station is somewhat complex because the joint development site, the future Park & Ride, the bus loop, the Kiss & Ride, and the Metro Station entrance are on different parcels. The joint development site plays an important role in assuring safe and convenient pedestrian connections. As shown in Figures 5 and 6: • There is a key pedestrian corridor alongside the rail line connecting the Park & Ride to

the southern end of the site on Galloway Street, NE, from which pedestrians may proceed to the bus loop or Metro Station entrance. The Selected Developer shall provide a continuous, shaded sidewalk with clear width not less than 18 feet in this corridor, with open sight lines and with lighting, paving, and wayfinding signage acceptable to WMATA.

• If the Park & Ride garage is a dedicated garage structure at or near the northern end of

the site, the sidewalk along the rail line shall also provide one or more accessible pedestrian entrances into the development area.

• The sidewalk along the western frontage of the site, on 1st Place, NE and Galloway

Street, NE, shall be at least 15 feet wide, with lighting, paving, and wayfinding signage approved by WMATA and the District Department of Transportation (DDOT).

• A pedestrian plaza shall be provided and maintained at the southern end of the site. The Fort Totten Metro Station currently has six bicycle lockers and inverted “U’ racks for 10 bicycles. The joint development project shall double the number of existing bike racks and bike lockers and provide a Bike & Ride facility meeting WMATA specifications. Bike facilities shall be located in a location convenient to the station entrance and the nearby Metropolitan Branch Trail segment.

A development plan should improve bicycle connectivity between this Metro Station and the surrounding area. Refer to WMATA’s Bicycle and Pedestrian Access Improvement Study (available on WMATA’s website, www.wmata.com, click on “About Metro,” then click on “Planning & Development” and then scroll down to “Station Area Plans and Access Improvement Studies”). In particular, bike lanes to create connectivity to bike trails in the area are encouraged.

Environmental Requirements The sidewalks along the rail corridor and along the street frontage shall be planted with trees acceptable to WMATA and DDOT.

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Illustrative Concept Plans For purposes of illustration, WMATA has analyzed and tested two potential joint development concept plans (Illustrative Concepts A and B), which reflect the two basic options for providing structured parking for WMATA customers and the joint development — separate, stand-alone garages, or a combined structure with dedicated floors. Illustrative Concept A is shown in Figure 2, and Illustrative Concept B is shown in Figure 3. The vehicular circulation patterns associated with Illustrative Concepts A and B are shown in Figures 5 and 6, respectively. Either concept would accomplish WMATA’s goals for this project. In preparing their proposed development plans, respondents may use either concept as a point of departure, “mix and match” features from both concepts, or introduce new concepts subject to the specific requirements stated in the preceding sections. The illustrative concepts show general layout options for Park & Ride and vehicular circulation. The Selected Developer shall work with WMATA to further refine the selected concept to ensure that these facilities meet WMATA requirements. The principal differences between the two concepts are as follows: Illustrative Concept A • The Park & Ride garage and joint development garages are separate, stand-alone

structures, each with its own dedicated access/egress point. • The Park & Ride garage is located in the northeast portion of the West Parcel, alongside

the rail corridor and separated from all joint development structures. • The remaining joint development footprint is approximately 2.3 acres in size. • The joint development has dedicated parking within the development footprint, not

visible from the street. It has its own access and egress from 1st Place, NE. • The sidewalk alongside the rail corridor from the Park & Ride to the Metro Station is

approximately 400 feet long, with multiple pedestrian entrances into the development. Illustrative Concept B • A single garage structure accommodates both Park & Ride and joint development

parking. These two uses are isolated from one another on dedicated floors (the first two levels for Park & Ride, the third level for the private joint development), each with its own dedicated access/egress point.

• The combined garage serves as an air rights development platform covering most of the

west parcel, other than the Park & Ride driveway on the north and a public plaza at the southern tip. Counting areas where development occurs at-grade, a footprint of approximately 2.75 acres is available for development.

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• The garage structure is set back from the street frontage along Galloway Street, NE and 1st Place NE so that it can be “wrapped” with development that begins at street level. The garage has pedestrian entrances from the sidewalk.

Figure 2: Fort Totten, Illustrative Concept A

•

• A development opportunity of 2.3 acres remains after the WMATA garage is built

• Stand-alone WMATA Park & Ride replacement garage, with 425 spaces minimum

• Development parking and access independent of WMATA Facilities

• 25-foot clear between WMATA garage and any other structure

• Approx. 300 residential units, 6-7 stories

• Daycare or street-level retail allowed

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Figure 3: Fort Totten, Illustrative Concept B

• A development footprint of 2.75 acres available

• A three-level shared-use garage covers most of the site, except street frontage, Park & Ride driveway, public plaza

• WMATA Park & Ride has dedicated use of first two levels, 425 spaces minimum

• Approx. 300 residential units, including construction on top of garage

• Development “wraps” the street frontage

• Daycare or street-level retail allowed

Ground Floor

Upper Floors

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The massing diagrams in Figure 4 below illustrate the three-dimensional relationships among the garage and development components in Illustrative Concept B. (No massing diagram is provided for Illustrative Concept A.)

Figure 4: Fort Totten, Illustrative Concept B Massing Diagrams

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Figures 5 and 6: Site Circulation, Illustrative Concepts A and B

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Design Review, Construction Staging, and Interim Operations The Selected Developer shall prepare and submit to WMATA detailed plans for construction-period staging, maintenance of traffic, and interim operations for WMATA review and approval in compliance with the WMATA Adjacent Construction Project Manual and the following: • If a stand-alone Park & Ride garage is chosen, it must be constructed first, and the

existing surface Park & Ride facilities must remain in operation to the greatest degree possible until the Park & Ride garage is completed and placed in service.

• Contractor parking will not be allowed in WMATA facilities and contracts with contractors

should specifically so state. Construction plans submitted to WMATA shall show off-site locations for contractor parking.

• A Metro Transit Police Department stationhouse is located north of the offered western

parcel and must not be disturbed. Access between the stationhouse and this Metro Station must also be preserved.

Site Profile

Area Demographics This Metro Station serves a well-established community. Homes include low-density, single-family detached homes east of South Dakota Avenue and north of Riggs Road, as well as medium-density apartment buildings directly adjacent to the Metro Station. The neighborhood to the west of the Metro Station maintains a strong residential fabric, and the area is served by scattered commercial uses.

(The above demographic data is from the 2010 Census and MWCOG Round 8.2 2013 Cooperative Forecasts.) Planning and Zoning Context The parcel being offered for joint development is within the Fort Totten Overlay District. It is zoned CR. That allows for a maximum height of 90 feet and an FAR of 6.0. The CR district

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permits matter-of-right residential, commercial, recreational, and light industrial development to a maximum lot occupancy of 75% for residential use, 20% for public recreation and community center use (up to 40% with Board of Zoning Adjustment approval), and 100% for all other structures. There are also bonus density provisions. The Comprehensive Land Use Map supports medium density mixed-use development around the Metro Station. Two relevant planning documents include the Riggs Road & South Dakota Avenue Area Development Plan, adopted by DC Council in 2009, and the WMATA 2010 Fort Totten Access and Joint Development Study. The WMATA Study identified station access improvements as well as potential joint development opportunities at the Metro Station, and the Small Area Plan identified a vision for the broader neighborhood. The WMATA Study is available on WMATA’s website, www.wmata.com (click on “About Metro”, then click on “Planning and Development” and scroll down to “Station Area Plans”).

Development and Amenities The area has recently experienced higher density development adjacent to the Metro Station. The Aventine Fort Totten, completed as a joint development project in 2007, is a three-building, garden-style apartment complex with over 300 rental units as well as ground-floor retail space. Between South Dakota Avenue and the Metro Station, the Riggs Plaza apartments will be redeveloped as ArtPlace at Fort Totten. The 16-acre project will contain 929 apartments, 305,000 square feet of retail, and 217,000 square feet of cultural space. In addition, Fort Totten Square will include 350 apartments above a Wal-Mart and structured parking at South Dakota Avenue and Riggs Road, a ten minute walk from this Metro Station. The Walk Score, which measures pedestrian access to neighborhood amenities, for Fort Totten is 52 out of 100; however the area has the potential to become a model of transit-oriented development over the next 5-10 years with new mixed-use construction. The District Department of Transportation has completely rebuilt the South Dakota Avenue and Riggs Road intersection to make it safer for pedestrians, replacing freeway-style ramps with crosswalks, sidewalks, benches, and improved lighting.

Transportation Advantages The Fort Totten Metro Station provides transit access to the area with service from both the Green/Yellow and Red Lines. Via the Red Line, the Gallery Place-Chinatown Metro Station is a 13 minute trip. Via the Green/Yellow Lines, the Gallery Place-Chinatown Metro Station is also a 13 minute trip and L’Enfant Plaza is a 16 minute trip. Average weekday Metrorail boarding at this Station in May 2013 was 7,853. (For additional information, WMATA publishes average weekday boarding information for each Metro Station since 1977 at http://www.wmata.com/about_metro/public_rr.cfm.) The primary mode of access to this Metro Station is bus. There are 17 regular Metrobus routes and one MetroExtra limited stop route that serve this Metro Station. More detailed information about bus service to this Metro Station may be found at http://www.wmata.com/rail/station_detail.cfm?station_id=28.

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A Capital Bikeshare station is proposed for this Metro Station on the West Parcel. Capital Bikeshare stations can be relocated on site to suit development footprints. DDOT is also planning on constructing a segment of the Metropolitan Branch Trail that will run just west of this Metro Station. The Metropolitan Branch Trail is an eight-mile hiker-biker trail that runs from Union Station in the District of Columbia to Silver Spring in Maryland. Travel time from Fort Totten to Union Station via the trail is 30 minutes by bike. The site has direct vehicular access to Riggs Road, NE and South Dakota Avenue, NE via 1st Place, NE or Galloway Street, NE. South Dakota Avenue, NE is a principal arterial carrying on average 16,400 vehicles per day. Riggs Road, NE is also a principal arterial carrying on average 28,800 vehicles per day.

Jurisdictional Contacts DC Office of Planning 1100 4th Street, SW Suite E650 Washington, DC 20024 Email: [email protected] Phone: (202) 442-7600 Fax: (202) 442-7638

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spaces and 1,484 garage spaces), 10 bus bays, 40 bicycle racks, and 30 bicycle lockers. The Metro Station entrance and platform are located on Rockville Pike, and there are four pedestrian entrances to the site, including a pedestrian bridge from Strathmore Hall.

Figure 1: Grosvenor – Strathmore Existing Station Site

There are several site locations with steep slopes, including the land east of the Metro platform and the eastern edge of the site along Tuckerman Lane, where there is a protected tree-save area. There is also a steep slope at the southern edge of the site, above the stormwater management facility along the one-way access road. An Arts Walk can be found in the covered walkway between the parking garage and the Kiss & Ride facility.

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Development Requirements and Guidelines Development Intent and General Requirements The joint development site being offered at the Grosvenor-Strathmore Metro Station is an approximately 4.5-acre area at the southern end of WMATA’s property as shown by dotted black lines on Figure 1 above. WMATA seeks to achieve a substantial, predominantly residential, joint development project on this site. This new development should be compatible with surrounding development, including the residential communities located south and east of the site and the Strathmore Hall Performing Arts complex located north of the site. The Metro Station’s existing Park & Ride facilities consist of a garage and a surface lot south of the garage. Under this joint development plan, a garage expansion is to be built on a portion of the surface lot in order to free up the 4.5-acre joint development site while also maintaining this Metro Station’s Park & Ride capacity. It is WMATA’s intent that the Selected Developer will design, finance, and build the garage expansion and any other affected station improvements in accordance with WMATA standards and review.

Use, Density, and Massing The joint development program shall consist predominantly or entirely of multifamily housing, which may be rental, ownership, or a combination of both. Density should be maximized consistent with the Montgomery County Zoning Ordinance. Under the intended PD-25 zoning, unit-per-acre calculations applied to WMATA’s entire 22-acre station property yield up to 550 units. Height and building character should be compatible with the surrounding development. The development is required to include Moderately Priced Dwelling Units (MPDUs) consistent with Chapter 25A of the Montgomery County Code and the Montgomery County Regulation on Requirements and Procedures for the MPDU Program. The percentage of MPDUs required shall range between 12.5% and 15%, to be determined through consultation with the County. The provision of MPDUs entitles the developer to a density bonus over and above the number of units otherwise allowed by zoning. As an option, the development program may include retail at the ground level of the residential building(s) or the garage, or in a one-story stand-alone structure or kiosk. Any such retail shall be of limited scale, serving primarily the convenience needs of residents, neighbors, and Metro riders. The PD-25 floating overlay allows 10 square feet of retail per dwelling unit; if 550 units were developed, the allowable retail would be 5,500 square feet. Parking for the joint development shall be provided in a dedicated structure independent of WMATA parking facilities. Parking for the residential program shall be provided at a ratio consistent with County requirements, likely between 0.6 and 1.0 space per dwelling unit, reflecting the site’s location adjacent to a Metro Station. If the development includes retail, parking for retail use shall not exceed 1.5 spaces per 1,000 square feet of retail space. All development amenities, parking, loading, and service facilities shall be independent of WMATA Facilities (including the expanded parking garage). Operable windows or balcony edges of the development shall be set back a minimum of 50 feet from the centerline of the Metro tracks.

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WMATA Park & Ride Facilities The Grosvenor-Strathmore Metro Station has an existing Park & Ride capacity of 1,894 spaces — 1,482 in the existing WMATA garage and 412 in the adjoining surface lot. The current WMATA-operated parking facilities at this Metro Station have a utilization rate of 100%.

The Selected Developer shall design, finance, and construct the Park & Ride garage expansion, which will occupy a rectangular footprint with the approximate location and dimensions shown in Figures 1, 3 and 4. The garage, as expanded, shall provide no fewer than 1,900 spaces for Metro parking. WMATA will operate the garage expansion as part of its existing Park & Ride garage. The floors of the garage expansion structure shall be designed as extensions of the corresponding floors of the existing garage, as shown in Figure 2 below. This enables the existing access/egress drive and internal ramps to serve the entire expanded facility, thus reducing the cost of the garage expansion. However, the garage expansion is thereby limited to no more than five levels of parking. Additional vertical circulation shall be provided if and as required to meet regulatory requirements for the combined facility. A minimum 25 foot setback is required between the parking garage and any joint development structure.

Figure 2: Cross-Section of Garage Expansion

Transit Operations and Vehicular Circulation This section sets forth a number of specific requirements with respect to bus operations, Kiss & Ride facilities, and overall vehicular circulation. Illustrative Concepts A and B, discussed below, provide two potential ways of addressing these requirements. Bus loop This Metro Station includes an existing bus loop near the Metro Station entrance with 10 bus bays for passenger loading and unloading. The joint development project shall maintain the 10-bus bay capacity and shall upgrade the bus loop to current WMATA standards with respect to street furniture, shelters and canopies. (Those aspects of the bus loop that meet current WMATA standards may remain.) While the bus loop may be reconfigured from its current

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alignment, use of the bus loop and bus bays shall remain exclusive to WMATA. If the bus loop is reconfigured, bus circulation into and out of the passenger area shall not include any grade in excess of 5%. (Be advised that the 5% slope applies only to bus travelways. Per the Adjacent Construction Project Manual, bus bays themselves and other areas traversed by riders cannot exceed a slope of 2%.) If the Developer proposes to build over the bus loop, the development shall be configured so as to maintain a 16-foot, nine-inch minimum clearance above the roadway. Kiss & Ride This Metro Station has an existing capacity of 75 short-term spaces, six driver-attended Kiss & Ride spaces, four handicapped-accessible spaces, six taxi spaces, 10 motorcycle spaces and four car-sharing spaces. The joint development project shall maintain this capacity. In addition, a reconfigured Kiss & Ride facility must have adequate curb-side pickup and drop off spaces and capacity for at least six shuttle bus bays. If the Developer proposes to build over the Kiss & Ride area, the development shall be configured so as to maintain a 16-foot, nine-inch minimum clearance above the roadway. Vehicular Circulation Potential vehicular circulation patterns are illustrated below in Figures 5 and 6 below. These figures show the allowable access, egress, or combined access/egress points for the joint development. These access/egress points are approximate; the exact location and geometry are to be determined in consultation with WMATA. The following requirements apply: • If WMATA buses continue to exit the site via Strathmore Hall Street (as illustrated in

Figure 5), joint development traffic may exit via Strathmore Hall Street but must enter via a separate access/egress point on Tuckerman Lane.

• Any joint development access drive or combined access/egress drive on Tuckerman

Lane shall be at least 200 feet north of the intersection of Strathmore Hall Street and Tuckerman Lane.

• If the bus loop is reconfigured, bus circulation into and out of the passenger area shall

not include any grade in excess of 5% (and lesser grades for passenger areas, as noted previously) and, as noted below, a traffic light will be required at the intersection of the bus loop and Tuckerman Lane.

• The bus loop and Kiss & Ride circulation will be independent from any parking, loading,

delivery, trash collection, or other service applicable to the private development. • The Selected Developer shall secure all State and County entitlements and shall design

and construct any roadway modifications necessitated by the project, including but not limited to new or modified curb cuts, new bus and/or automobile turning movements from or to Tuckerman Lane, and new or modified signalization and signage.

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Pedestrian and Bicycle Circulation In any joint development setting, pedestrian and bicycle connections to the station are key. This is particularly true at this Metro Station, where steep topographical conditions and the absence of a full street grid make pedestrian and bicycle access from the surrounding areas more challenging. As shown in Figures 5 and 6 below, WMATA expects that the site plan will: • Maintain a safe, landscaped pedestrian connection, with walking surface not less than

10 feet clear width, to the Metro Station from Tuckerman Lane on the east via the existing stairs on the eastern slope (or an in-kind replacement) and continuing past the garage to the bus loop and the Metro Station entrance.

• Maintain safe, landscaped pedestrian connections to the Metro Station from Tuckerman

Lane on the north, both for those pedestrians using the overpass to the Strathmore Hall and for those crossing Tuckerman Lane at-grade, preserving or replacing in-kind the “Arts Walk,” a covered walkway along the west side of the existing garage.

• Maintain a safe, attractive, pedestrian connection to the Metro Station from Strathmore

Hall Street on the south. If the new residential buildings are located along Strathmore Hall Street, as illustrated in Figure 4 below, the development should create an attractive pedestrian environment between the new buildings on the north side of the street and the existing multifamily development on the south side. In this alternative, the pedestrian route to the Metro Station may be relocated to pass through the development area.

• Maintain bicycle parking and connections to the Metro Station from Tuckerman Lane on

the north and Strathmore Hall Street on the south. The Grosvenor-Strathmore Metro Station currently has 30 bicycle lockers and inverted “U’ racks for up to 40 bicycles; the joint development project shall provide 87 additional secure, covered bicycle parking spaces near the station entrance or in the ground floor of the garage expansion. A Bike & Ride facility should also be considered, but is not mandatory.

• A development plan should improve pedestrian and bicycle connectivity between this Metro Station and the surrounding area. Refer to WMATA’s Bicycle and Pedestrian Access Improvement Study (available on WMATA’s website, www.wmata.com, click on “About Metro,” then click on “Planning & Development” and then scroll down to “Station Area Plans and Access Improvement Studies”).

Environmental Requirements Stormwater Retention The stormwater retention basin currently located at the southeastern corner of the site is integral to the operation and development of the site. The Selected Developer shall either retain or expand this facility in its current location, as illustrated in Figure 3 below, or relocate and replace it in-kind, as illustrated in Figure 4 below, or in other configurations such as a below-grade vault. In any option, this facility must meet or exceed its current capacity in order to serve the expanded transit facilities. The existing facility may be used to accommodate some or all joint development stormwater management provided that such usage does not diminish capacity available for transit uses. If the existing or a relocated stormwater management facility is used

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to support both transit operations and the joint development project, the Selected Developer will be expected to be responsible for the operation and maintenance of the facility at its own cost. Tree Preserve The existing tree preserve area located north of the pedestrian stairs between Tuckerman Lane and the Park & Ride entrance shall be protected from any disturbance caused by construction or operation of the joint development.

Illustrative Concept Plans For purposes of illustration, WMATA has analyzed and tested two potential joint development concept plans (Illustrative Concepts A and B), which are shown in Figures 3 and 4 below, respectively. The vehicular circulation patterns associated with Illustrative Concepts A and B are shown in Figures 5 and 6 below, respectively. Either concept would accomplish WMATA’s goals for this project. In preparing their proposed development plans, Developers may use either concept as a point of departure, “mix and match” features from both concepts, or introduce new concepts subject to the specific requirements stated in the preceding sections. The illustrative concepts show general layout options for the bus, Kiss & Ride, and overall vehicular circulation. The Selected Developer shall work with WMATA to further refine the selected concept to ensure that the transit facilities and transit access meet WMATA requirements. The principal differences between the two concepts are as follows: Illustrative Concept A • The bus loop and Kiss & Ride are retained in their current locations and alignments.

Buses, taxis, and passengers using the Kiss & Ride and other short-term spaces continue to enter the station from Tuckerman Lane on the north and exit onto Strathmore Hall Street on the south.

• The joint development may be served by a one-way egress drive exiting the site at the

south and sharing Strathmore Hall Street with buses and Kiss & Ride vehicles exiting the site. The development may be accessed only from Tuckerman Lane; as noted above, any access drive or combined access/egress drive shall be at least 200 feet north of the intersection of Strathmore Hall Street and Tuckerman Lane.

• Joint development structures may build over the existing bus loop, Kiss & Ride

alignment, or both, provided that the vertical clearances stated above are maintained. • The stormwater retention basin is retained in its current location. Illustrative Concept B • The bus loop is reconfigured as an island platform, with buses entering and exiting from

the north via Tuckerman Lane. Note that the bus loop access roadway slope cannot exceed 5% and the passenger areas must maintain the lesser slope required by the

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Adjacent Construction Project Manual; it is the Selected Developer’s responsibility to verify that its development maintains an acceptable slope for bus operations. This reconfiguration will require the installation of a new traffic light at the new bus loop entry/exit at Tuckerman Lane.

• The Kiss & Ride and other short-term spaces may be relocated to the ground level of the

garage expansion structure, with a minimum vertical clearance of 12 feet. The existing garage access/egress drive is extended to reach the ground floor of the new structure.

• The stormwater retention area is relocated, allowing the joint development buildings to

front on Strathmore Hall Road. • The joint development buildings use Strathmore Hall Street for both access and egress,

since this street is no longer the egress for the bus loop. • If the bus loop and Kiss & Ride are reconfigured as shown, the resulting plaza would be

designed with appropriate amenities; retail opportunities may be explored to enhance the pedestrian environment.

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Figure 3: Grosvenor-Strathmore, Illustrative Concept A

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Figure 4: Grosvenor-Strathmore, Illustrative Concept B

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Figure 5: Site Circulation, Illustrative Concept A

Figure 6: Site Circulation, Illustrative Concept B

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Design Review, Construction Staging, and Interim Operations The Selected Developer shall prepare and submit to WMATA a detailed plan for construction-period staging, maintenance of traffic plans, and interim operations for WMATA review and approval in compliance with the WMATA Adjacent Construction Project Manual and the following: • Bus operations and the Kiss & Ride may be temporarily relocated to the joint

development area during construction if necessary to accommodate a building over or a reconfiguration of the bus loop or Kiss & Ride roadway.

• Pedestrian and bicycle access to this Metro Station shall be maintained at all times. • The Park & Ride garage expansion must be constructed first. • The operating bus loop may not be used for construction access. Use of the Kiss & Ride

roadway for construction access during specified hours will be considered by WMATA provided private vehicle access to the site is maintained, but in no case will construction access be permitted on weekdays between 6:00 am – 9:30 am or 3:30 pm – 7:00 pm.



• The tree preserve located between the existing garage and Tuckerman Lane may not be

impacted during construction.

• This Metro Station serves the Strathmore concert hall. Construction activity must not disturb concert hall events or access between the Metro Station and the concert hall.

Site Profile Area Demographics This Metro Station serves a well-established residential community and is proximate to retail hubs on Wisconsin Avenue to the south and Rockville Pike to the north.

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The above demographic data is from the 2010 Census and MWCOG Round 8.2 2013 Cooperative Forecasts.

Planning and Zoning Context The majority of the parcel is zoned R-60 Medium Density Residential. A small portion of the western edge of the parcel is zoned with a floating overlay zone of PD (Planned Development)-25. It is WMATA’s intent that the entire parcel will be rezoned with the PD-25 floating overlay, which allows 25 residential units per acre. The process of rezoning to PD-25, which would be requested by the Selected Developer with WMATA’s support, entails a Local Map Amendment Application and Rezoning Application. For planning context, the site is located in the Grosvenor Policy Area and Montgomery County Council District 1. The County’s zoning intent is described in the 1992 North Bethesda/Garrett Park Master Plan (Land Use and Zoning Plan, Grosvenor Sector). In addition, the Master Plan provides Urban Design guidance.

Development and Amenities The immediate area is mostly low-density, single family and garden-style residential development. The area is benefiting from higher density walkable transit-oriented development to the north along Rockville Pike in the White Flint area, the next Metro Station north of the Grosvenor-Strathmore Metro Station. Other WMATA land immediately south of the proposed joint development site has already been developed with 860 multifamily units, including The Meridian at Grosvenor Station, a 15-story high-rise tower with 300 apartments, retail, and below-grade parking. Three mid-rise multifamily buildings have been developed on other WMATA land immediately across Tuckerman Lane from the proposed joint development site. Just to the south, and served by the Medical Center Metro Station, lies the large healthcare employment center formed by the National Institutes of Health, the Walter Reed National Medical Center (formerly known as Bethesda Naval Hospital), the University of Uniformed Health Services, and Suburban Hospital. The site is also within walking distance of cultural and recreational amenities. Strathmore Hall, connected to this Metro Station via a pedestrian walkway, offers multi-disciplinary arts programming in the Mansion at Strathmore, the Music Center at Strathmore, and its scenic 11-acre campus. Montgomery County Rock Creek Trail extends from the District of Columbia north to Rock Creek Regional Park, which is north of Rockville.

Transportation Advantages Red Line Metro service allows patrons to reach Farragut North in 20 minutes, Metro Center in 22 minutes and Union Station in 28 minutes. Average weekday Metrorail boarding at this Metro Station in May 2013 was 5,857. (For additional information, WMATA publishes average weekday boarding information for each Metro Station since 1977 at http://www.wmata.com/about_metro/public_rr.cfm.) Two Metrobus routes and seven Ride-On bus routes operated by Montgomery County also serve this Metro Station. More detailed information about bus service to this Metro Station may

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be found at http://www.wmata.com/rail/station_detail.cfm?station_id=14. There is direct vehicular access from this Metro Station via Rockville Pike to the Capital Beltway (I-495) and I-270. Rockville Pike is classified as an urban principal arterial, carrying on average 48,100 vehicles per day (2008 data). By way of Rockville Pike, Rockville Town Center is approximately five miles north. By way of Rockville Pike/Wisconsin Avenue, downtown Bethesda is approximately three miles south and two Metro Stations away. Georgetown by way of Rockville Pike/Wisconsin Avenue is about nine miles south.

Jurisdictional Contacts Montgomery County Planning Department 8787 Georgia Avenue Silver Spring, Maryland, 20910 Phone: 301-495-4500

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Figure 1: Morgan Boulevard, Existing Station Site

The Metro Station entrance and platform are accessed along the northern edge of the potential joint development area. There is also a pedestrian walkway to the Metro Station from the existing development to the north. Existing transit facilities on the parcel include 608 surface Park & Ride spaces, Kiss & Ride facilities, eight bus bays, nine bicycle racks, and 40 bicycle lockers. There is a large wetland and stormwater retention area in the northeast corner of the WMATA property, as shown on Figure 1 above. A retaining wall separates the existing bus bay area from the wetlands.

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As previously noted, this Joint Development Solicitation also includes five acres owned by the Maryland-National Capital Park and Planning Commission (M-NCPPC) on the north side of Central Avenue. Developers must submit Proposals for the entire consolidated site, both the WMATA-owned and the M-NCPPC-owned properties. Proposals for less than the entire site will be nonresponsive. A decision of which Proposal (if any) to accept will be made jointly by WMATA and the M-NCPPC.

Development Requirements & Guidelines Development Intent and General Requirements The joint development site being offered at the Morgan Boulevard Metro Station is an area of approximately 41.6 acres, located south of the Metro Station. Parts of the site extend southward to Central Avenue. The joint development site is shown in Figure 1 above. As previously stated, the joint development site comprises property owned by WMATA and M-NCPPC. WMATA seeks to achieve a substantial mixed-use, multi-structure joint development project on this site, consistent with M-NCPPC’s Subregion 4 Master Plan and Sectional Map Amendment and guided by M-NCPPC’s current planning for this Metro Station area. To achieve this, the Selected Developer shall prepare and implement a site master plan with the following attributes: • Certain existing transit facilities are to be modified and/or relocated so as to free up land

for development: • The existing surface Park & Ride facilities shall be consolidated into one new

multi-level parking structure. New Park & Ride facilities shall be compliant with WMATA criteria, with minimal reliance on surface parking;

• The existing Kiss & Ride and bus facilities shall be modified and/or relocated as required to make them compatible with the development plan without compromising WMATA’s criteria.

• The remaining site is to be divided into several block-sized parcels organized around a new street grid connecting the new parcels to Morgan Boulevard, Central Avenue, and the Metro Station.

• The site master plan should provide for up to one million square feet of dense, walkable, mixed-use development.

• The M-CPPC will require that the Selected Developer either (i) leave an area undeveloped so that the M-NCPPC may create, at its own expense, a memorial to or other commemoration of the Gray family (who sold that property to the M-NCPPC) or (ii) include such a memorial or commemoration in its own plans. The nature of that memorial or commemoration is not now known and will be subject to discussion with the

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M-NCPPC. Illustrative Concepts A and B as shown below leave undeveloped an open space area that could be used for such a memorial or commemoration. However, as noted in the discussion of those Illustrative Concepts, it is not required that the memorial or commemoration be located there or, for that matter, anywhere on the M-NCPPC’s portion of the combined Joint Development Site, and Proposals locating the memorial or commemoration elsewhere will be acceptable.

• The Selected Developer shall design, finance, and build the new and reconfigured transit facilities described above, and the new grid of streets, sidewalks, and amenities, in accordance with WMATA standards and review. The Selected Developer shall obtain all entitlements associated with the new development plan.

Certain external ownerships affect the boundaries of the site on and near Morgan Boulevard and Central Avenue: • The polygon-shaped area immediately west of the M-NCPPC property and east of the

western arm of the WMATA property is privately owned. That privately-owned parcel is not part of this Joint Development Solicitation. Most of the narrow westerly arm of the WMATA site, west of this polygon-shaped area, cannot be developed without an agreement among WMATA, the private property owner of this polygon-shaped area, and the Selected Developer. WMATA encourages the Selected Developer to acquire this parcel from its owner.

• A strip of land on Morgan Boulevard near the corner of Central Avenue is also in

separate private ownership. WMATA doesn’t believe that this property impacts development of the WMATA - M-NCPPC site as materially as the property referenced in the previous bullet point, but WMATA encourages the Selected Developer to acquire this parcel from its owner.

• The small “missing tooth” directly on Central Avenue, just west of its intersection with

Morgan Boulevard, is also in separate private ownership. WMATA doesn’t believe that this property impacts development of the WMATA - M-NCPPC site as materially as the property referenced in the first bullet point, but WMATA encourages the Selected Developer to acquire this parcel from its owner.

If the Selected Developer is successful in acquiring any one or more of these properties, additional compensation will be payable to WMATA and M-NCPPC for the additional development potential of this joint development site.

Use, Density, and Massing The joint development program at the Morgan Boulevard Metro Station, while implemented in phases, should be configured to ultimately include one million square feet or more of development, exclusive of structured parking. The M-U-I (Mixed-Use Infill) zoning allows multifamily densities of up to 48 units per acre, as well as office, retail, and service uses. The residential component may be rental, ownership, or both. Vertical mixing of uses is allowed, subject to site plan review, enabling each of the eventual block-sized parcels to have active street-level uses, regardless of whether a particular building’s upper floors are residential or

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office. The zoning regulations relative to the M-U-I Zone are found in the Prince George’s County Code, Sections 27-546.15 to 27-546.19. WMATA envisions the following range of uses and volumes:

Land Use Potential Volume Multifamily Residential

560-900 units

Retail 100-150,000 square feet Office 40-100,000 square feet

While residential is envisioned as the largest use, WMATA invites Developers to propose a mix of transit-friendly uses consistent with zoning and reflecting their market judgment. Street-level retail, restaurant, and other active uses open to the public are encouraged throughout the development plan and will be required by WMATA in at least 25% of the ground floor of buildings within 800 feet of the Metro Station entrance. For buildings in the later phases of development, the proposed plan may retain flexibility between residential and office uses so that future market conditions may be taken into account. As shown in Figures 2 and 3 below, the site could be divided into 7-10 neighborhood blocks. The buildings occupying these blocks may have individual on-site parking or may share garages between adjacent blocks. Structured parking may be above or below grade; if above-grade, they should not present “unwrapped” walls along principal pedestrian corridors. The Prince George’s zoning code allows parking requirements to be reduced to reflect multi-purpose trips and proximity to a Metro Station, and in the M-U-I Zone the requirements may be reduced by 30% through site plan review. Joint development parking must be separate from WMATA Park & Ride.

WMATA Park & Ride Facilities The existing WMATA Park & Ride surface lot at Morgan Boulevard Station has 608 spaces. Utilization is currently 100%. WMATA intends that the replacement Park & Ride facilities will also absorb the spaces currently located at the Blue Line’s Capitol Heights Station; thus, the new Park & Ride facilities to be provided in the Morgan Boulevard joint development project must have at least 980 spaces. The new Park & Ride facilities must be provided in a structured garage, not in surface lots. WMATA will operate the Park & Ride garage. The Selected Developer shall configure the Park & Ride garage(s) as an “open parking structure” for building code purposes.

Transit Operations and Vehicular Circulation

Kiss & Ride The development plan shall maintain the existing Kiss & Ride capacity. There are 81 metered spaces, six ADA-accessible spaces, four car-sharing spaces, nine 15-minute driver-attended spaces, four shuttle bus spaces and 25 motorcycle spaces in the Kiss & Ride. If the Kiss & Ride facilities are placed beneath other structures, they shall have a minimum vertical clearance

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of 16 feet, nine inches. Bus loop The development plan shall maintain the existing transit bus capacity of nine bus bays. Five of these bays will be designated for future expansion, and the Selected Developer is not responsible for providing canopy protection at these expansion bays. The remaining bays shall be constructed with canopies (unless the bays are located beneath another structure) and other amenities as required by WMATA. If the bus facilities are placed beneath other structures, they shall have a minimum vertical clearance of 16 feet, nine inches and no canopy is required.

Vehicular Circulation

The master site plan shall incorporate the following principles: • Transit vehicles and patrons will continue to access the site via a primary entrance at

Morgan Boulevard throughout all phases of development. The site plan shall provide safe and convenient means of vehicular access between this entrance and the transit facilities, without compromising the pedestrian-friendly attributes of the master plan.

• The master plan shall also provide for a transit entrance from Central Avenue, which shall be implemented at the same time as applicable elements of the site master plan.

• All internal streets must be designed and constructed to public road standards in anticipation of them being dedicated to Prince George’s County and/or the State of Maryland. WMATA does not envision being responsible for any street maintenance.

Pedestrian and Bicycle Circulation

The master site plan shall incorporate the following principles: • Development shall be organized around a neighborhood-scale grid of streets and blocks.

While it will be the Selected Developer’s responsibility to advance the program through M-NCPPC site plan review, WMATA’s site design intent includes sidewalks with a hierarchy of minimum clear widths, led by the main north-south and east-west internal streets, all with lighting, paving, shade trees, and wayfinding signage acceptable to WMATA and M-NCPPC.

• The site plan shall provide safe and convenient means of pedestrian access from both Morgan Boulevard and Central Avenue to the Metro Station entrance. Such pedestrian access shall be provided on both sides of roadways, and be not less than 15 feet clear width, with shade trees, lighting and wayfinding signage acceptable to WMATA and M-NCPPC.

• The pedestrian connection from Morgan Boulevard shall be maintained through all phases of the development plan.

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• The pedestrian connection(s) from Central Avenue shall be implemented at the same time as applicable elements of the site master plan.

• A high-quality pedestrian plaza shall be provided in the foreground of the Metro Station entrance; the master site plan shall provide ample room for such a plaza and shall devote its ground floor space fronting on the plaza to retail or restaurant use.

• The Metro Station currently provides nine bicycle racks and 40 bicycle lockers. As part of the joint development project the developer shall provide at least double the number of secure covered bicycle racks and bicycle lockers, all in a location convenient to the Metro Station entrance. Space should also be reserved for Bikeshare facilities and a Bike & Ride facility.

• A development plan should improve pedestrian and bicycle connectivity between this

Metro Station and the surrounding area. Refer to WMATA’s Bicycle and Pedestrian Access Improvement Study (available on WMATA’s website, www.wmata.com, click on “About Metro,” then click on “Planning & Development” and then scroll down to “Station Area Plans and Access Improvement Studies”).

Existing Child Care Facility As shown in Figure 1 above, there is a child care facility in the northwest corner of the development site. The child-care center is leased by WMATA to Prince George's County (which in turn leases the facility to an operator). There is no rent payable by the County under this lease. This lease had a five-year term starting October 29, 2007, with a series of five-year options to renew. The options to renew are not unilateral on the part of the County; they require WMATA's reasonable approval. Should the Selected Developer wish to repurpose this site as part of its proposed development, WMATA would agree with the Selected Developer to not approve a renewal of this lease after October 28, 2017. However, maintaining a child care facility somewhere on site within walking distance of the Metro Station is desirable. If the existing child care center is not replaced with other development, the Selected Developer may retain the existing facilities. If the child care center is neither repurposed nor retained, the Selected Developer shall remove these facilities and shall restore the site to a landscaped condition.

Environmental Requirements The existing wetland and stormwater management area located at the northeast corner of the WMATA property shall be permanently preserved and maintained unless the Selected Developer is able to relocate it. In any development scenario, this facility must meet or exceed its current capacity in order to serve the expanded transit facilities. The existing facility may be used to accommodate some or all joint development stormwater management provided that such usage does not diminish capacity available for transit uses. If the existing or a relocated stormwater management facility is used to support both transit operations and the joint development project, the Selected Developer will be expected to be responsible for the operation and maintenance of the facility at its own cost.

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Illustrative Concept Plans For purposes of illustration, WMATA has analyzed and tested two potential joint development concept plans (Illustrative Concepts A and B, shown in Figures 2 and 3 below, respectively). These concepts are similar, the difference being whether or not an agreement is reached with adjacent private property owners to integrate their property into the development program. Illustrative Concept A assumes that such an agreement would be reached, enabling the southwesterly arm of the WMATA property and outlying parcels along Morgan Boulevard and Central Avenue to be developed as part of this joint development project. The M-NCPPC open space could be, as suggested in the drawing, in the core of the development area with a building on Central Avenue or the open space could be in another location acceptable to WMATA and M-NCPPC. In Illustrative Concept B, the joint development is limited to those portions of the overall site owned by WMATA and the M-NCPPC, not dependent on an agreement with adjacent private property owners. (Obviously, there is an interim position where one or two, but not all three, of the independently-owned properties are acquired by the Selected Developer and added to the joint development site. No illustrative concept plan is shown here for those variables.) The concepts have in common:

• The Station’s intermodal facilities — the Park & Ride/Kiss & Ride garage and reconfigured bus loop — are concentrated at the northwest corner of the joint development site and consolidated into a dedicated Park & Ride garage with the Kiss & Ride at the ground level. The adjacent bus loop is reconfigured as well. These changes free up a large portion of the site (including portions adjacent to the rail and bus platforms) for development.

• The site is divided into multiple blocks of a scale appropriate for transit-oriented development, organized around a grid with block lengths of 300 feet or less. While the grid shown in the drawings is illustrative only, the site would accommodate seven to 10 reasonably scaled blocks.

• The ground floors of buildings emphasize retail and related uses. The upper floors can contain either housing or offices. While the blocks closer to the station entrance are shown as largely residential and those closer to Central Avenue as largely office/commercial, a different mix may be proposed.

• The existing day care center and adjoining parking area are removed.

Figure 4 below illustrates how buses and the various categories of private automobiles would circulate within the site under either illustrative plan:

• Circulation patterns in and around the garage are critical, and the routes assigned to buses, Park & Ride, and Kiss & Ride are separated to the greatest extent possible.

• The street closest to the Metro Station entrance is reserved for buses, with the passenger bus bays located on the sidewalk east and north of the garage.

• The upper levels of the garage would be dedicated to Park & Ride and are accessed from the street along the west side of the garage.

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• The ground-level Kiss & Ride is accessed from the street along the south side of the garage.

• Figure 4 below shows only one entrance from the proposed Metro parking garage, but a garage of the size needed will probably need at least two entry/exit points.

Either Illustrative Concept A or Illustrative Concept B would accomplish WMATA’s goals for this project. Proposals may use Illustrative Concept A or Illustrative Concept B as a point of departure, mix and match them, or introduce new concepts subject to the specific requirements stated in the preceding sections. The building locations, bus loop configuration, vehicular routes, and access/egress locations shown in the drawings are conceptual. The Selected Developer shall work with WMATA to further refine this layout to ensure that the facilities meet WMATA requirements.

Figure 2: Morgan Boulevard Station, Illustrative Concept A

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Figure 3: Morgan Boulevard Station, Illustrative Concept B

Figure 4: Site Circulation, Illustrative Concepts A and B

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Design Review, Construction Staging, and Interim Operations The Selected Developer shall prepare and submit to WMATA a detailed plan for construction-period staging, maintenance of traffic plans, and interim operations for WMATA review and approval in compliance with the WMATA Adjacent Construction Project Manual and the following: • Development on the portion of the site shown in the illustrative drawings as Blocks A

through E first requires the construction of the replacement garage and bus loop. During construction of the new garage, the existing Park & Ride capacity shall be temporarily relocated to other portions of the site. Joint development on Blocks A through E may begin only after the new garage and bus loop have been completed, accepted by WMATA, and placed in service.

• Development on the portion of the site shown as Blocks G and J is not dependent on

construction of the replacement garage and bus loop. • The sequence of development phasing and of street, sidewalk, open space, and

infrastructure phasing must be approved by WMATA. The initial phase of construction must provide vehicular and accessible pedestrian access, satisfactory to WMATA, to the station entrance, Park & Ride, and Kiss & Ride.

• The operating bus loop may not be used for construction access. Use of the operating

Kiss & Ride roadway for construction access during specified hours will be considered by WMATA provided private vehicle access to the site is maintained, but in no case will construction access be permitted on weekdays through the Kiss & Ride area between 6:00 am – 9:30 am or 3:30 pm – 7:00 pm.



Site Profile Area Demographics The Morgan Boulevard Metro Station serves suburban residential communities with single-family detached homes, as well as garden and townhome style apartments just north of the Metro Station. The Central Avenue commercial corridor with general convenience and “big box” retail stores and industrial uses is located south of this Metro Station.

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(The above demographic data is from the 2010 Census and MWCOG Round 8.2 2013 Cooperative Forecasts.)

Planning and Zoning Context The parcel is zoned Mixed-Use Infill (M-U-I) and classified as a Regional Center. It is also within the Transit District Overlay Zone. The purpose of this zoning is to ensure a desirable mix of uses and urban design relationship with the Metro Station and adjoining areas. The M-NCPPC’s Subregion 4 Master Plan and Sectional Map Amendment were completed in 2010. The Subregion 4 Master Plan includes a vision for the communities in Prince George's County and is intended to be a tool for guiding future growth and development in the region. M-NCPPC also completed the Morgan Boulevard & Largo Town Center Metro Area Sector Plan in 2004; that plan established the Transit District Overlay Zone to promote transit oriented development around Metro Stations. In 2013, Prince George’s County adopted a zoning amendment providing for expedited site plan review of transit-oriented development projects within the Transit District Overlay Zone.

Development and Amenities The Villages at Morgan Metro is located on 180 acres between this Metro Station and FedEx Field. It was completed in 1995 and contains 1,242 units and 2,910 parking spaces. Recent development adjacent to this Metro Station includes the 316-unit Victory Promenade townhouse development, which was completed in 2013. The Sanctuary at Kingdom Square on Central Avenue, near this Metro Station, is planned to include 700 multifamily apartments and condos, 200,000 square feet of retail, 35,000 square feet of office and 1,700 parking spaces. Immediately west of the joint development site is a Prince George’s County communications center. North of the Metro Station, within walking distance, is 90,000-seat FedEx Field, home of the National Football League’s Washington franchise.

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Area Demographics The parcel is located within the mixed use office, residential and entertainment Capitol Riverfront district and is within the Capitol Riverfront Business Improvement District (BID). The Metro Station serves a rapidly emerging neighborhood and is in close walking distance to new destinations such as Nationals Park and Yards Park. Buildings include higher-density, mixed-use development surrounding the Metro Station, as well as vacant infill lots.

(The above demographic data is from the 2010 Census and MWCOG Round 8.2 2013 Cooperative Forecasts.) Planning and Zoning Context The Navy Yard Chiller Plant is in the C-3-C zone. This zoning category permits matter-of-right development for major business and employment centers of medium/high density development, including office, retail, housing, and mixed uses to a maximum lot occupancy of 100%, a maximum Floor Area Ratio of 6.5 for residential and other permitted uses, and a maximum height of ninety (90) feet. The parcel is also located within the South Capitol TDR Zone and the Capitol Gateway Overlay District. Additional height may be obtained through transfers of development rights (TDRs) based on adjacent street width. For planning context, this Joint Development Site is located in the 2008 Center City Action Agenda planning area. The Action Agenda envisions Half Street as a mixed-use entertainment gateway to Nationals Park. The Joint Development Site is also located within the Lower Anacostia Waterfront/Near Southwest Area Element in the Comprehensive Plan for the District of Columbia. The Comprehensive Plan gives guidance to build mixed-use residential within the Capitol Gateway Overlay District. According to the Comprehensive Plan, the new housing should accommodate residents of all incomes and household types, and create amenities such as child care facilities, civic uses and retail space that serve the area’s residents and workforce.

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In addition, the District Department of Transportation (DDOT) completed the M Street SE/SW Transportation Study, which identified existing and future transportation challenges and ways to address them. The Study aimed to create a transportation system throughout the M Street SE/SW corridor that increased mobility and safety, while supporting planned development. Given this Joint Development Site’s prominent location at the corner of Half and L Street, SE, WMATA is seeking proposals that place significant emphasis on engaging and activating the street frontage. This should be accomplished through a well-designed façade and storefront, coupled with first floor uses that strengthen the connection between the inside of the building and the street. Developers are strongly encouraged to consult the District of Columbia’s Office of Planning’s Vibrant Streets Toolkit for additional guidance. Development and Amenities The neighborhood has been experiencing higher density, mixed-use development around the Navy Yard-Ballpark Metro Station and along the Anacostia River, with a focus on entertainment, recreation, retail and hospitality. Prominent landmarks include the U.S. Navy Yard, Nationals Park, the Capitol Quarter Townhouse community, the planned Half Street entertainment district and several parks like Diamond Teague Park, Canal Park and Yards Park. The Capitol Riverfront neighborhood has a growing employment base thanks to the relocation of Federal employees into the Washington Navy Yard and the Southeast Federal Center, including the U.S. Department of Transportation headquarters and government contractor firms. New large-scale, mixed-use development in the area includes The Yards project. Many market-rate, high-rise multifamily buildings have been added to the area in recent years and the Arthur Capper/Carrollsburg public housing project in the area was recently demolished and replaced with mixed-income housing. The Walk Score, which measures pedestrian access to neighborhood amenities, for the Capitol Riverfront neighborhood is 81 out of 100; however the area has the potential for even more walkability as it matures. Over 24 million square feet of development is planned for the Capitol Riverfront Business Improvement District area. Whole Foods Market announced that it will be the anchor retail tenant at 800 New Jersey Avenue SE, the Park Chelsea, becoming the second grocery store in Capitol Riverfront. Phase 1 of that project is currently under construction and includes 433 luxury apartments and 1,500 square feet of ground floor retail. The neighborhood is also getting its second hotel, a Hampton Inn and Suites, with opening planned for 2015. Transportation Advantages Green Line Metrorail service allows riders to reach the L’Enfant Plaza Metro Station in downtown Washington in four minutes and the Gallery Place-Chinatown Metro Station in seven minutes. Average weekday Metrorail boardings at this Station in May 2103 were 9,229. (For further information, WMATA publishes average weekday boarding information for each Metro Station going back to 1977 at http://www.wmata.com/about_metro/public_rr.cfm.)

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1.5. Acceptance/Rejection of Proposals

This Joint Development Solicitation does not commit WMATA to designate a Selected Developer or to enter into a Development Agreement. WMATA reserves the right to accept or reject any or all Proposals. Rejection of a Proposal need not be by an affirmative act on WMATA’s part but, as more fully discussed below, WMATA will return the Proposal Security posted by any Developer who is not designated as a Selected Developer. WMATA also reserves the right to reissue this Joint Development Solicitation, issue a different Joint Development Solicitation containing one or more of the same sites, or withdraw a site from being offered, in WMATA’s sole and absolute discretion. 1.6. Selected Developer Status

A designation as Selected Developer for a Joint Development Site is made by the WMATA Board of Directors, not by WMATA staff. (In the case of a Joint Development Site that also includes property owned by a third party, the designation of a Selected Developer for that Joint Development Site also requires the concurrence of that third party.) Designation as Selected Developer does not mean WMATA accepts the Proposal without further negotiation. Rather, the Proposal and the designation are the foundation for further negotiation. WMATA reserves the right to negotiate a Development Agreement with a Selected Developer containing benefits to WMATA that exceed those set forth in the Proposal. Until such time as a Development Agreement is negotiated, signed by both parties and approved by the WMATA Board of Directors and the FTA (and by any third party who owns a property included in that Joint Development Site), the Selected Developer has no vested rights by virtue of its designation as such. (Also see the definition of Selected Developer in Section 6 below.) 1.7. Approvals

The designation of Selected Developer and the terms of a Development Agreement negotiated pursuant to this Joint Development Solicitation are subject to the approval of the WMATA Board of Directors and the FTA. In the case of any Joint Development Site that also includes property owned by a third party, the approval of that third party is also required. 1.8. Binding Agreement

An executed Development Agreement approved by the WMATA Board of Directors and by the FTA (see Section 1.8 below) is the only binding commitment of and by WMATA with respect to a Joint Development Site. Designation of a Selected Developer, WMATA’s agreement to a Term Sheet, or any conduct or oral representations by WMATA shall not in any way constitute a binding obligation or commitment by WMATA. By submitting a Proposal, the Developer acknowledges it will have no legal or equitable right to, or interest in, any Joint Development Site except as set forth in an executed Development Agreement. In addition, in the case of a Joint Development Site that is owned in part by a third party, no equitable right to, or interest in, that Joint Development Site exists unless and until that third party joins in the transaction in accordance with its own processes. 1.9. Costs

WMATA and any third party owning any part of a Joint Development Site shall not be liable for any costs incurred by a Developer and/or Development Team responding to this Joint Development Solicitation or any costs incurred with respect to the negotiation of the Development Agreement and related final documentation. Each Developer and each Selected Developer and its Development Team shall bear all of its/their own costs in that regard.

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1.10. Site Visits and Inspections

Many areas of Joint Development Sites are open to the public in the normal course of WMATA’s transit operations. Those areas may be visually inspected by Developers during the hours they are open to the public. All other inspections of Joint Development Sites may be arranged by contacting WMATA as stated in Section 1.13 below and by obtaining a Right of Entry Agreement as stated elsewhere in this Joint Development Solicitation. In the case of any Joint Development Site that is also owned in part by a third party, entry and inspection on that third party’s property also requires its agreement. 1.11. Schedule of Activities

Item Date

Joint Development Solicitation Issue Date November 4, 2013 Pre-Proposal conference December 3, 2013, 2:00 pm Deadline for receipt of written inquiries January 24, 2014, 5:00 pm Deadline for Initial Proposal submission March 7, 2014, 3:00 pm Meetings with Developers (if required) March 10 – April 4, 2014 Final Proposals (if required) due April 18, 2014, 3:00 pm 1.12. Pre-Proposal Conference A pre-Proposal conference will be held on Tuesday, December 3, 2013 at 2:00 p.m. at WMATA headquarters, 600 Fifth Street NW, Washington, D.C. in the lobby level meeting room. The pre-Proposal conference is intended to give Developers the opportunity to ask questions about the Joint Development Solicitation and to request clarifications. Interested Developers are encouraged to attend the pre-Proposal conference, but attendance is not mandatory. 1.13. Inquiries

Inquiries concerning this Joint Development Solicitation should be submitted by e-mail to [email protected]. (This applies only to inquiries. The Proposals themselves must be submitted as set forth in Section 2.7.)

The deadline for receipt of written inquiries is 5:00 p.m. on Friday, January 24, 2014. Information that WMATA believes to be of general interest or applicability may be shared publicly. Oral explanations or responses are not binding. WMATA assumes no responsibility for interpretations of this Joint Development Solicitation made by prospective Developers. 1.14. Deadline for Proposal Submission

One original and fifteen (15) hard copies of the Proposal must be received by WMATA in a sealed package not later than 3:00 p.m. on Friday, March 7, 2014, addressed as provided in Section 2.7. In addition, one electronic copy (including a copy of the Proposal Security) must be received by WMATA by that deadline, addressed as set forth in Section 2.7. Developers are responsible for ensuring that their Proposals are received before the deadline. 1.15. Late Proposals

Any Proposal received by WMATA after the deadline set in Section 1.14 shall be considered a late Proposal. A late Proposal may be accepted and evaluated, or rejected, by WMATA in WMATA’s sole and absolute discretion.

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1.16. Jurisdictional and Community Participation Requirements

Prior to submitting a Proposal, Developers are required to meet with jurisdictional representatives (including designated staff of the District of Columbia, the State of Maryland and the Commonwealth of Virginia, as applicable) and interested community organizations to share information about a pending Proposal submission to WMATA and to seek their views. Failure to comply with this requirement may result in a Proposal being rejected. A list of the jurisdictional representatives, locally elected officials and community organizations associated with each Joint Development Site is available for specific sites upon request made to WMATA. 1.17. WMATA Facilities

WMATA Facilities are critical to the efficient operation of the transit system. WMATA operations must be maintained throughout the development process. Therefore, the existing, reconfigured or relocated WMATA Facilities must be accommodated in the site plan. At a minimum, Developers should assume that existing WMATA Facilities must be maintained in place or replaced at the Selected Developer’s expense, and, if the existing WMATA Facilities must be removed before the permanent new WMATA Facilities are completed, the Selected Developer must provide interim WMATA Facilities at its own expense. A proposal should first state the offered compensation without regard to the existence, removal, relocation, reconstruction, replacement of or other work on the WMATA Facilities, and then show Developer’s expectation of the cost of any removal, relocation, reconstruction, replacement of or other work on the WMATA Facilities. If WMATA agrees to discount the value of the land to reflect the cost of replacing the existing WMATA Facilities and the Developer is able to obtain another source of public subsidy for replacing the existing WMATA Facilities, then WMATA shall be entitled to receive eighty percent (80%) of the subsidy. This provision shall be incorporated into and survive the execution of the Development Agreement.

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SECTION 2: PROPOSAL PREPARATION/FORMAT/CONTENT/SUBMISSION 2.1. General A. Complete Response Required: To be considered, a Developer must submit a complete response

to this Joint Development Solicitation for each Joint Development Site in which that Developer is interested. As previously noted, Part Two of this Joint Development Solicitation contains what WMATA believes to be acceptable site-specific development parameters for each offered Joint Development Site, but Developers need not fit their Proposals into those parameters. WMATA encourages creative and innovative Proposals which promote Transit-Oriented Development consistent with local land use policies.

B. Length: Proposals should be straightforward and contain a concise delineation of the

Developer’s capability to satisfy the requirements of this Joint Development Solicitation. There is no page limit for any particular part of a response unless otherwise specifically noted, but the total number of pages must not exceed sixty (60) pages, not including any attachments specifically required by this Joint Development Solicitation. The quality of the information is more important than the quantity. Failure to respond with the requisite information may result in a Developer being eliminated from consideration.

C. Format: All responses must be on standard 8-1/2” x 11” (letter-size) paper, bound lengthwise.

Tabs should separate Sections. The contents of the certifications and Volume 1, on the one hand, and Volume 2 on the other hand, of the Proposal Form (ATTACHMENT A), as explained below, should be in physically separate binders.

D. Who Should and Should Not Submit Offers: Developers should be experienced in the

development of projects comparable to the Project proposed by the Developer in response to this Joint Development Solicitation. Professional service providers, building contractors, or other non-developers should not respond to this Joint Development Solicitation on their own but should be identified as part of a Developer’s Development Team as more fully discussed below.

E. Ownership and Use of Proposals: All Proposals become the property of WMATA and may be

used as WMATA sees fit, whether or not that particular Proposal is selected. 2.2. Proposal Submission Structure Proposals must be submitted in two separate, 8.5” x 11” bound volumes. The Certifications and Volume 1 shall be in the form of ATTACHMENT A and shall contain technical information in one volume. Volume 2 should be physically and electronically separate, shall also be in the form of ATTACHMENT A and shall contain economic information. The contents of each volume must comply with and be in response to the topics set forth in Section 2.3 and Section 2.4 of this Joint Development Solicitation. Proposals should include the identical titles and numbering for each subsection as set forth in ATTACHMENT A. NOTE: No financial information is to be included or referenced in Volume 1. 2.3. Proposal Contents: Volume 1–Technical Information Table of Contents: A table of contents should be included in Volume 1. Executive Summary: Developers may also include an Executive Summary with Volume 1. The Executive Summary for Volume 1 should exclude all financial information and it may not exceed five (5) pages. The Executive Summary for Volume 1 should include an explanation of why WMATA should select the Developer and its Development Team.

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Attachment A: The Proposal Form that is ATTACHMENT A follows the evaluative format set forth below. Developers must use ATTACHMENT A (which they may put on their own word processing system) in submitting their Proposals. The following provisions of this Section are intended to provide Developers with useful information as to how each category might best be answered. Developers should note that the category headings in the left column of ATTACHMENT A are abbreviated compared to the information requested below; the headings in ATTACHMENT A are informational only, for guidance, and all of the information requested below should be included in the corresponding places in ATTACHMENT A. Consistent with WMATA’s Joint Development Policies and Guidelines, WMATA will evaluate Proposals by applying the following broad categories to “technical information:”

a. Development Team’s experience and prior performance b. Degree to which the Project reflects Transit-Oriented Development principles c. Compatibility of the Project with local requirements and the affected transit facilities d. Effects on WMATA Facilities e. Market/financial viability of the Project f. Innovation and creativity

a. Development Team’s experience and prior performance

Tab 1: Identification of Developer and Development Team: The Proposal must include a description of the Developer and the proposed Development Team, including names, addresses, telephone numbers and e-mail addresses of specific personnel, their experience and expertise, and the role of each principal member. The Development Team includes consultants, architects, counsel, brokers, engineers, surveyors, title companies, cost estimators, environmental consultants and other relevant service providers, to the extent known or expected at this stage. Please identify which Team members have worked on any other projects the Developer identifies in its Proposal as comparable to the proposed Project. See Section 5.1.C below regarding changes in the Development Team. Tab 2: Developer’s Business Entity: The Proposal must also include a description of the Developer’s business entity as it currently exists and, if a different entity will be formed, details of the structure of this other entity to the extent known. A copy of the certificate of limited partnership, certificate of incorporation, articles of formation or other formative document filed with the Secretary of State or equivalent of the formative jurisdiction, and all amendments to them, must be supplied for the entity submitting the Proposal. A certificate of good standing, dated within thirty (30) days prior to the Proposal being submitted, issued by the Secretary of State or equivalent of the Developer’s formative jurisdiction must be provided for the Developer entity submitting the Proposal. The Proposal must include a detailed description of how the Project’s ownership and management will be structured, if that is known or anticipatable. If that information is not known or anticipatable, the Proposal should so state and explain why. Tab 3: Relationships With WMATA: The Proposal must identify the past, current or anticipated family, contractual or financial relationship of any member of the Development Team (including but not limited to the Developer, partners or co-venturers, and their respective officers, directors, partners, members, managers, shareholders and other principals and employees) with WMATA or any of its staff or Board Members. The Development Team also must disclose any family, contractual or financial relationship which may give the appearance of a conflict of interest.

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Tab 4: Litigation with WMATA: The Proposal must identify any past or ongoing litigation, or knowledge of threatened litigation, between WMATA and any member, direct or indirect, of the Development Team, or state there is none. If such litigation exists or existed, the Developer must provide the name and case number of the litigation and a description of the subject matter. Tab 5: Previous Projects: The Proposal must include the following information about the Developer’s previous projects: 1. Illustrative materials on three recent successful projects of similar or comparable scope for which substantial financing was obtained. 2. The sources and amounts of debt and equity capital that were raised in previous projects. Tab 6: Defaults, Bankruptcies, Criminal History, Debarments: The Proposal must list any projects on which the Developer, its parent company or any member of the Development Team has defaulted, declared bankruptcy or been adjudicated bankrupt and explain the default or bankruptcy.

The Proposal must include detailed information regarding any criminal indictments and felony or fraud convictions of the Developer or any officer, director, partner, member, manager, shareholder or other principal of any person or entity constituting a member of the Development Team. The Proposal must identify any debarments for government contracts by any member, direct or indirect, of the Development Team.

b. Degree to which the Project reflects Transit-Oriented Development Principles

Tab 7: Site Plan and Land Uses: Each Proposal must include a proposed site plan and a description of land uses, including an explanation of how the Project complies with Transit-Oriented Development principles. In addition to the narrative, one jpeg on a disk, CD or drive, and one full color visual of the site plan at least two (2) feet by three (3) feet in size must accompany the Proposal. The visual may be rolled up or mounted on poster board. Site plans must show: 1. Vehicular, bicycle and pedestrian ways and curb cuts. 2. A representative rendering (which need not include elevations or sections) and an explanation of the proposed building height(s) by number of stories. 3. Approximate dimensions for WMATA Replacement Facilities. 4. Approximate curb-to-curb width of all internal streets. All streets should be planned and built to applicable jurisdictional standards so that they may be accepted as public streets. WMATA does not envision undertaking the maintenance or repair of any street. 5. Any dedicated open space. Any open space should be planned and built to applicable jurisdictional standards so that it may be accepted as public space by a governmental authority other than WMATA. If the open space is not so accepted, the Developer will retain responsibility for it. WMATA does not envision undertaking the maintenance or repair of any open space.

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Tab 8: Smart Growth and Sustainability:

1. The Project will be required to employ “smart growth” principles as defined by the Environmental Protection Agency.

2. If the Project contains two or more buildings and consistency with the requirements of applicable local land use law allows it, the Project will be required to obtain a minimum standard of LEED for Neighborhood Development (LEED-ND) Silver, or equivalent under a different rating system acceptable to WMATA, for the Joint Development Site. During the site development planning phase the Selected Developer will be required to provide evidence to WMATA that the Project is registered with the U.S. Green Building Council under the LEED-ND rating system or that the Project is enrolled in a comparable program. Projects should be particularly cognizant of categories relating to walkable streets, effective pedestrian circulation patterns, compact development, internal circulation, transportation demand management, reduced parking demand for the development, and connectivity to transit facilities. This requirement will also be included in covenants, conditions and restrictions recorded at closing. NOTE: The site plans and test fits provided in Part Two of this Joint Development Solicitation have not been vetted for compliance with LEED-ND or any comparable rating system. 3. Notwithstanding that LEED-ND and comparable rating systems do not require all individual buildings to be LEED certified, (i) all office buildings will be required to achieve at least the Silver level of either LEED for New Construction (LEED-NC) or LEED for Core and Shell (LEED-C+S), or their equivalent under a different rating system acceptable to WMATA, and (ii) all residential buildings and other non-office buildings will be required to achieve at least either a LEED Silver or comparable certification from a different rating system acceptable to WMATA to the extent such ratings are available. During the site development planning phase the Selected Developer will be required to provide evidence to WMATA that the Project is registered with the U.S. Green Building Council under the LEED-NC or LEED-C+S rating systems or that the Project is enrolled in a comparable program. In pursuit of such certification, the Project should be particularly cognizant of categories relating to access to public transit, on-site bicycle facilities, and reduced parking demand for the development. This requirement will also be included in covenants, conditions and restrictions recorded at closing. Tab 9: Assemblage: If the proposed Project consists of an assemblage of the Joint Development Site with adjacent property, the Proposal should identify the adjacent property ownership, and, if the property owner and the Developer are not identical (even if related), an executed agreement between the property owner and the Developer defining the property owner’s participation, if any, in the Project. (NOTE: Because of the difficulty of separating the legal interests of adjoining building owners, WMATA is generally not in favor of any development in which a building or other structure straddles a property line between WMATA and non-WMATA property.)

c. Compatibility of Project with local requirements and the affected transit facility Tab 10: Existing and Proposed Zoning: The Proposal must identify the existing zoning classification and whether a zoning change is sought. If a zoning change will be sought, specify the proposed zoning category sought. Other entitlements, such as a planned unit development, variance or special exception, should also be identified even if the current zoning classification will not be changed. Tab 11: FAR: The Proposal must identify the permitted floor area ratio (FAR) or other density measure of the site and the Project’s proposed FAR or other density measure, as applicable. Tab 12: Other Land Use Requirements: The Proposal must identify how the Project complies with other local land use requirements, if any.

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d. Effects on WMATA Facilities

Tab 13: Effect on and Changes to WMATA Facilities and Public Infrastructure: The Proposal must contain an explanation of the anticipated impact that the Project will have, if any, on WMATA Facilities and on public infrastructure (e.g., sanitary sewer, storm sewer, gas, water) serving the site. If a reconfiguration or relocation of WMATA Facilities is being proposed, the Proposal must detail the location and general layout and, as appropriate, the pedestrian, bus, taxi, bicycle and private vehicular access to the reconfigured or relocated WMATA Facilities. Tab 14: Uninterrupted Operation of WMATA Facilities: Proposals must ensure the uninterrupted and unimpeded operation of WMATA Facilities throughout the construction period and after Project completion, and site plans should show this clearly. Plans for interim WMATA Replacement Facilities during the construction period must be detailed. If the project is to be built in phases, include conceptual sequential phase site plans. All costs associated with a reconfiguration or relocation of WMATA Facilities will be borne solely by the Developer. WMATA’s construction requirements are further described in Section 4.2.C. NOTE: As addressed later in this Joint Development Solicitation, a reconfiguration or relocation of WMATA Facilities (including, but not limited to, parking) may trigger public hearing requirements under the WMATA Compact.

e. Market/financial viability of the Project

Tab 15: Ground Lease vs. Sale: The Proposal must identify the Joint Development Site for which the offer is being made and whether the Developer proposes to ground lease or buy the site, including the following: If proposing a ground lease (WMATA’s preference is for ground leases, not sales): 1. Identify the portion of the Joint Development Site to be leased by location and approximate land area. 2. The Proposal should specify the Developer’s desired ground lease term. No particular ground lease term, other than the shortest practicable ground lease term for the particular project, is preferred by WMATA, but the term, including renewals, may not exceed 98 years. If proposing a sale (WMATA’s preference is for ground leases, not sales): 1. Identification of the portion of the Joint Development Site proposed to be purchased in fee simple by location and approximate land area. 2. An explanation of why the Project should not be developed under a ground lease and why a sale is more advantageous to WMATA than a long term ground lease. Tab 16: Market Analysis: The Proposal must include a market analysis of the applicable site. Tab 17: Impact on Local Tax Base: The Proposal must include a discussion of the Project’s impact on the tax base of the Local Jurisdiction as follows: 1. Identification of the local property taxes, sales taxes, amount of fees and contributions, and other local public income. 2. Identification of public facilities, and their cost or value, to be derived from the Project.

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3. The number of jobs to be created during construction and the number of new permanent jobs to be created by the Project. 4. Any other quantifiable economic benefits to the Local Jurisdiction as a result of the Project. Be aware that the Local Jurisdiction will not receive Volume 2 of the Proposal. Therefore, any information regarding the impact of the Project on the Local Jurisdiction’s finances should be included in Volume 1 notwithstanding that Volume 2 is otherwise intended to address financial matters.

Tab 18: Marketing Strategy: The Proposal must outline the proposed marketing strategy for the proposed uses of the Joint Development Site. Tab 19: Community Organizations: The Proposal must identify each of the community organizations that the Developer has met with and the meeting dates, the specific information that the Developer shared, the reaction of each community organization to the proposed development concept, the issues raised by each community organization, and how the Proposal addresses these issues. See Section 1.16. Tab 20: Local Jurisdictions: The Proposal must describe the Developer’s contact with Local Jurisdiction staff (representatives’ names and meeting dates) and the views and expectations of the Local Jurisdiction regarding the Project, including any existing or anticipated jurisdictional issues or concerns. See Section 1.16. Tab 21: Governmental Financial Support: The Proposal should state whether the Project’s feasibility is contingent on any local, state or federal government action or financial support other than zoning matters covered above (including, without limitation: a change in regulations; street or alley closing; funding, including guarantees and issuance of tax-exempt bonds; financing and credit enhancements; leasing of space; or granting of access to the Joint Development Site) and the justification and process for obtaining government support. Tab 22: Project Schedule: The Proposal must include the proposed Project schedule, which at a minimum includes the following tasks and milestones, if applicable. (NOTE: These time periods may, in part, overlap; they need not be entirely sequential.) A critical path or Gantt chart schedule may be utilized. 1. Term Sheet negotiations (assume two hundred ten (210) calendar days from the Proposal

submission);

2. Approval of negotiation of Term Sheet and/or designation as the Selected Developer by WMATA’s Board of Directors (assume ninety (90) calendar days from the conclusion of Term Sheet negotiations; add thirty (30) days if this period ends in August because the WMATA Board of Directors does not meet in August);

3. Development Agreement and final documentation negotiations and execution (assume one hundred eighty (180) calendar days from approval of negotiation of a Term Sheet and/or designation as the Selected Developer);

4. Approval of Development Agreement and final documentation by WMATA’s Board of Directors (assume ninety (90) calendar days from the conclusion of Development Agreement negotiations; add thirty (30) days if this period ends in August because the WMATA Board of Directors does not meet in August);

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5. Agreement(s) for the acquisition of parcels to be assembled with the Joint Development Site, if applicable;

6. Concept plan preparation and approval, including interim WMATA Replacement Facilities plan (allow thirty (30) business days for WMATA approval);

7. WMATA Compact public hearing, if applicable (allow one hundred eighty (180) calendar days);

8. Development plan preparation and approval, including interim WMATA Replacement Facilities plan (allow thirty (30) business days for WMATA approval);

9. Local and other governmental approvals and actions (zoning, site plan, alley closings, grants, etc., as applicable);

10. Project financing approval;

11. Schematic design and construction document preparation and approval (allow thirty (30) business days for WMATA approval of each of 35% construction documents, 65% construction documents, and 100% construction documents). NOTE: If documents are not approved, WMATA comments must be addressed and resubmitted for approval, in which case each timeline will be extended.

12. Local permitting process;

13. Design and construction of interim and permanent WMATA Replacement Facilities, if applicable;

14. Project construction period (per phase, if applicable);

15. Initial occupancy; and

16. Stabilization period.

The schedule should separately identify milestones for the design, construction, occupancy (and, where applicable, cessation of use) of interim and permanent WMATA Facilities. f. Innovation and creativity Tab 23: Open-Ended: By definition, this category is more open-ended than the others. The Developer should feel free in this category to identify any particular aspect of any of the other categorical answers that the Developer believes evidences innovation or creativity. Tab 24: DBEs: The Proposal should indicate whether the Developer is willing to include Disadvantaged Business Enterprises (DBEs) in its Project. WMATA encourages Developers to include DBEs but does not require the inclusion of DBEs in this Joint Development Solicitation. 27

2.4. Proposal Contents: Volume 2—Economic Information Volume 2 must be physically separate from Volume 1. Volume 2 should use the following format, which is also a part of ATTACHMENT A. As above, with respect to Volume 1 of the Proposal, the following information is provided in an attempt to help Proposals be more responsive to WMATA’s needs and practices.

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Table of Contents: A table of contents should be included in Volume 2. Executive Summary: Developers may include an Executive Summary with Volume 2. The Executive Summary for Volume 2 should address only financial information and it may not exceed five (5) pages. a. Enhanced Metrorail and Metrobus ridership

Tab 25: Increased Ridership: The Proposal should state any benefits to WMATA in terms of increased ridership. (WMATA may conduct its own separate evaluation of this aspect of the Project.) Be advised that, as ironic as it may seem, an increase in the gross number of riders may not be desirable under all conditions. For example, adding in-bound riders in the morning peak and out-bound riders in the evening peak may increase crowding on already crowded trains. Also, adding riders at peak periods to individual Metro Stations that may already be at or near capacity during peak periods is not an unalloyed benefit. It may be that the quality, not the raw quantity, of the Metro riding experience may be of great interest to WMATA. To that end, WMATA is usually interested in “reverse commuting,” which is the use of Metro Stations in directions that run counter to peak flow, because that can better utilize existing system capacity. Also, usage during non-peak periods is of interest to WMATA.

b. Financial benefits accruing to WMATA Tab 26: Market Value: State the estimated fair market value of WMATA’s land or interest in the land, how that value was derived, and the assumptions underlying that value. A proposal should first state the offered compensation without regard to the existence, removal, relocation, reconstruction, replacement of or other work on the WMATA Facilities, and then show Developer’s expectation of the cost of any removal, relocation, reconstruction, replacement of or other work on the WMATA Facilities. (If WMATA agrees to discount the value of the land to reflect the cost of replacing the existing WMATA Facilities and the Developer is able to obtain another source of public subsidy for replacing the existing WMATA Facilities, then WMATA shall be entitled to receive eighty percent (80%) of the subsidy.) If making a Proposal on the Morgan Boulevard Joint Development Site, state a value, or methodology for establishing value, of the WMATA – M-NCPPC land if one or more of the parcels of adjacent land owned by a third party is added to the development site. Tab 27: Ground Lease vs. Sale: Ground lease: If the proposed transaction with WMATA is a ground lease: Lease Term: State the desired lease term. (It may not exceed 98 years, including renewals.) Option Fee: The Developer must pay WMATA a nonrefundable option fee of One Hundred Thousand Dollars ($100,000) for the right to negotiate a Development Agreement if and when the Developer is designated as the Selected Developer. This fee is in addition to, and is separate and distinct from, the other payments, deposits and fees which WMATA requires (including the Proposal Security discussed in Section 2.5 below), the consideration payable to WMATA for the ground lease, closing costs and any other sums payable by the Developer. Failure to pay this fee promptly upon designation as Selected Developer will entitle WMATA to terminate that designation in WMATA’s sole and exclusive discretion. Predevelopment Rent: Specify the amount and timing of predevelopment rent, if any, to be paid to WMATA during the interval period after the Development Agreement is executed but before the Project produces income (include the estimated length of this period).

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Base Ground Rent: Specify how the base ground rent is to be paid, including the amount of base ground rent and the timing of payments. Base ground rent may be payable either on a regular basis (e.g., monthly, quarterly, annually) or may be based on a capital lease, i.e. a lump sum payment up front instead of periodic ground rent. Proposals that do not offer a lump sum payment up front must state a present value, including assumptions used in determining the present value. (WMATA may evaluate the certainty of payment, particularly with respect to any payments not payable up front. The Development Agreement in such a situation may include provisions necessary or appropriate to protect WMATA’s entitlement to be paid.) A Developer who proposes to ground lease parts of the Joint Development Site sequentially should specify the consideration it is willing to pay, or the method of determining the consideration it is willing to pay (e.g., via an appraisal method), for each individual phase. Adjusting Base Ground Rent Due to Change in Circumstances: The Proposal must state the method of adjusting the base rent if it is not paid by the date projected and/or the final approved density is greater than that proposed. WMATA expects that the present value of its financial return will not be diminished by delays in the development process. Increase in Land Value: The Proposal should state the proposed business arrangement, if any, under which WMATA will retain an interest in any development rights in excess of those used by the development constructed pursuant to the Proposal. Under such an arrangement, WMATA will receive payments over and above the purchase price if, upon subsequent rezoning, re-entitling, or redevelopment of the Joint Development Site within twenty-five (25) years of closing, the redevelopment potential or density is greater than the density on which the Proposal’s compensation is calculated. Participating Rent: The Proposal must state WMATA’s participating share of gross or net income from the Project and, if net income is used, how it is calculated. (WMATA’s strong preference is to participate in gross income.) Capital Event Rent: The Proposal must state WMATA’s share of proceeds from a capital event, such as an assignment of the leasehold interest, transfer of interest in the Developer’s business entity, refinancing or sale of the Project, or any other capital event after construction. The method of determining “proceeds from a capital event” should be defined. Post-Amortization Rent: The Proposal should state any provision for increasing rent once the costs of any WMATA Replacement Facilities have been amortized. Other Rent: The Proposal should identify any additional payments to WMATA based upon factors chosen by the Developer. Sale: If the proposed business relationship with WMATA is a sale:

Option Fee: The Proposal must include a statement that the Developer will pay WMATA a nonrefundable option fee of One Hundred Thousand Dollars ($100,000) for the right to negotiate a Development Agreement if and when the Developer is designated as the Selected Developer. This fee is in addition to, and separate and distinct from, the purchase price and the other payments, deposits and fees WMATA requires (including the Proposal Security discussed in Section 2.5 below), closing costs and any other sums payable by the Developer. Failure to pay this fee promptly upon designation as Selected Developer will entitle WMATA to terminate that designation in WMATA’s sole and exclusive discretion.

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Predevelopment Payments: The Proposal must state the amount and timing of predevelopment fees, if any, to be paid to WMATA during the interval period after the Development Agreement is executed but before WMATA realizes income from the sale (include the estimated length of this period). Purchase Price: The Proposal must state the proposed purchase price and the timing of its payment for each portion of the Joint Development Site including:

a. The consideration a Developer who proposes to buy parts of the Joint Development site sequentially is willing to pay, or the method of determining the consideration it is willing to pay (e.g., via an appraisal method), for each individual phase.

b. A schedule of purchase price escalations if the sale is not completed by the date

projected. WMATA expects that the present value of its financial return will not be diminished by delays in the development process.

c. The method of adjusting the purchase price if the final approved density is greater than that proposed.

Increase in Land Value: The Proposal should state the proposed business arrangement, if any, under which WMATA will retain an interest in development rights in excess of those used by the development constructed pursuant to the Proposal. Under such an arrangement, WMATA will receive payments over and above the purchase price if, upon subsequent rezoning, re-entitling, or redevelopment of the Joint Development Site within twenty-five (25) years of closing, the redevelopment potential or density is greater than the density on which the Proposal’s compensation is calculated. Other Payments: The Proposal should identify the amount and timing of any additional payments to WMATA based upon factors chosen by the Developer. Tab 28: Sources and Uses of Funds: The Proposal must include a summary table of the sources (including debt, equity and other financing) and uses of funds to design and construct the Project. NOTE: WMATA does not provide any financing or other credit terms, nor does WMATA provide any information on the availability of financing or the suitability of the Joint Development Site for financing. Tab 29: Cash Flow Statement: The Proposal must include a 15 year pre-development, construction and operating period cash flow statement which starts in the month in which the Proposal is due. It should include each separate phase of development and land use type by phase and contain at a minimum: 1. The following projections: Financing Construction loan rate, term and amount Permanent loan rate, term and amount Loan-to-value ratio Equity as a percentage of total construction costs Revenues Office rent ($/gross square foot and number of gross square feet proposed) Retail rent ($/gross square foot and number of gross square feet proposed) Residential rent ($/dwelling unit and number of dwelling units proposed) Hotel income ($/key and number of guest rooms proposed)

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Parking income ($/space and number of spaces proposed) Other revenues Construction Costs Total hard costs Total soft costs (also as a percentage of total hard costs) Cost of improvements on a unit basis ($/FAR square foot for office and retail, $/dwelling unit for residential; $/key for hotel)) Cost per structured parking space Cost per surface parking space Cost of any WMATA garage or other WMATA Replacement Facility (each broken out separately) Land value per square foot Land value per FAR square foot Ground rent or purchase price payable to WMATA Operating Costs Operating Expenses (in $, $/gross square foot and as a percentage of revenues) 2. The following line items presented as a pro forma on an annual basis: Sources Equity Construction financing Permanent financing Other financing Total financing Revenues Office Residential Retail Hotel Parking Other revenues Total gross revenues Total net revenues (gross revenues less vacancy) Uses WMATA ground rent or sales price (as applicable) Construction costs

Soft — by line item Hard — by line item Total

Operating expenses (all non-debt operating costs, e.g.: direct costs, G&A, taxes, legal, marketing, commissions, etc.) Net operating income Debt service (including any fees or expenses associated with loans) Net cash flow (defined as revenue less operating expenses, debt service and, if applicable, ground rent to WMATA) Percentage or participating rent to WMATA Distributions to investors Free cash flow

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Returns Developer’s internal rate of return Return on investment Return on equity NOTE: The pro forma (and any budgets in other parts of the Proposal) should clearly show all of the fees and income that the Developer, its partners and affiliates receive from the Project. Those line items should be taken from the pro forma and shown together on the spreadsheet as individual line items in a separate report. Annual replacement reserves (total, $/gross square foot, $/dwelling unit and $/key) should also be broken out and shown. 3. The analysis must be presented in current dollars with an annual escalation rate of three percent (3%). 4. All financial models must be submitted to WMATA on disk as well as hard copy. All financial information must be linked in a single spreadsheet, and all files must be in Microsoft Excel and retain all cell relationships. Tab 30: Balance sheets: The Proposal must include copies of the Developer’s balance sheets, income statements and sources and uses of funds statements for the past three fiscal years.

Tab 31: References: The Proposal must include statements regarding the Developer’s financial creditworthiness and past development experience which can be verified, including the names and addresses of at least three commercial or institutional credit references and a letter authorizing each credit reference to respond to inquiries from WMATA. At least two of the references should be lending institutions.

2.5. Proposal Security A. Deposit Required: Each Proposal must be accompanied by Proposal Security in the amount of

One Hundred Thousand Dollars ($100,000). (However, alternative Proposals for the same Joint Development Site require only one Proposal Security.) Acceptable forms of Proposal Security are a bank letter of credit in the form set forth in ATTACHMENT B, a cashier’s check or a certified check. All Proposal Security must be drawn on a U.S.-based national bank and contain, on the top of Proposal Security document, the Joint Development Solicitation Number and the Joint Development Site name. WMATA will deposit all cash funds into a financial institution of its choice. Interest will not be paid on the Proposal Security. (The Proposal Security is separate from and in addition to the nonrefundable option fee, discussed previously, that the Selected Developer will be required to pay upon being so selected.)

B. Return to Non-Selected Developers: No later than fifteen (15) business days after the WMATA

Board of Directors identifies and approves the Selected Developer for a specific Joint Development Site, the Proposal Security will be returned to all Developers who made Proposals on that Joint Development Site other than the designated Selected Developer. WMATA shall retain the designated Selected Developer’s Proposal Security until a Development Agreement is executed and provisions are made with respect to the disposition of the Proposal Security in the Development Agreement.

C. Return to Selected Developer for Non-Approval: If closing fails to occur because of the failure of

the WMATA Board of Directors or the FTA to approve the transaction on the terms and conditions set forth in this Joint Development Solicitation, the proposed transaction shall be automatically terminated and WMATA shall return the Proposal Security. All rights of the Selected Developer under this Joint Development Solicitation shall terminate.

D. Return to Selected Developer for WMATA Default: If closing fails to occur due to a default by

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WMATA, the Selected Developer’s sole right and remedy shall be to terminate negotiations with WMATA and demand return of the Proposal Security and any otherwise nonrefundable option fee previously paid by the Developer. Except for the Selected Developer’s entitlement to the return of the Proposal Security and any previously paid option fee, all rights of the Selected Developer under this Joint Development Solicitation shall terminate.

E. Forfeiture to WMATA: If closing fails to occur for any reason other than those stated in Section

2.5.B-D, WMATA shall retain the Proposal Security and any option fee previously paid by the Developer. (This is subject to Section 5.1.C below.)

2.6. Multiple or Alternative Proposals A Developer may submit multiple Proposals for one Joint Development Site and may submit Proposals for more than one Joint Development Site. Each Proposal must be separately identified and submitted in accordance with the terms of this Joint Development Solicitation and must include the requisite Proposal Security. However, if a Developer submits alternative Proposals for the same Joint Development Site, only one Proposal Security for that Joint Development Site is required. If a Developer submits Proposals for more than one Joint Development Site, a separate Proposal Security must be posted for each Joint Development Site for which a Proposal is submitted. 2.7. Submission of Proposal A complete Proposal shall include the items set forth in Section 2.3 and Section 2.4 above and the requisite Proposal Security. On or before the deadline set forth in Section 1.14 above, one original and fifteen (15) hard copies of the Proposal (marked “Proposal” in response to the Joint Development Solicitation Number) must be submitted in a sealed package to:

Contracting Officer Office of Real Estate and Station Planning Washington Metropolitan Area Transit Authority 600 Fifth Street, NW Washington, D.C. 20001

The contracting officer may designate a representative to physically accept delivery on his/her behalf. Proposals may be submitted by mail, by overnight courier, or by hand, but in each case timely receipt by WMATA is the Developer’s responsibility. The initial Proposal must be submitted in hard copy so that it may include the Proposal Security. In addition, one electronic copy of the Proposal, including a copy of the Proposal Security, must be submitted before the deadline set forth in Section 1.14 above to [email protected].

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SECTION 3. PROPOSAL REVIEW, EVALUATION, DEVELOPER SELECTION AND POST-SELECTION PROCESS 3.1. Proposal Review Process WMATA will review and evaluate Proposals via the following process: A. Evaluation Team: WMATA shall designate an Evaluation Team composed of WMATA’s Joint

Development staff, assisted by other WMATA staff and consultants, as appropriate. Jurisdictional officials may also be asked to consult with the Evaluation Team. If a third party owns part of a Joint Development Site and WMATA and that third party are offering their respective properties collectively, that third party will also have a role in the Evaluation Team for that particular Joint Development Site. An analysis and evaluation of each Proposal deemed to be reasonably susceptible of being selected for award is conducted.

B. Non-Responsive Proposals: Proposals that in WMATA’s sole and non-reviewable discretion are deemed nonresponsive or not reasonably susceptible of being selected for award will be rejected and any Proposal Security that was posted shall be returned to the Developer. Please note that any Proposal that does not satisfy the requirements for jurisdictional officials and community organization participation may be rejected as technically unacceptable and returned to the Developer. WMATA reserves the right to accept or reject any Proposal without negotiation or discussion.

C. Meetings with Developers: The Evaluation Team may meet with all or select Developers for an oral presentation and specific discussions about a Proposal. If such meetings are held, details on the oral presentation will be provided as part of the scheduling process. Such discussions will include identifying areas of the Proposal that require clarification or improvement, including architectural and engineering designs and drawings, or that do not comply with this Joint Development Solicitation.

D. Final Proposals: If requested by WMATA, some or all Developers submit Final Proposals. The Final Proposal may be significantly changed from the Initial Proposal submitted. WMATA reserves the right to waive the Final Proposal submission requirement, to request further clarification of a Final Proposal or to request a revised Final Proposal.

E. Negotiation of Term Sheet: The Evaluation Team will rate each responsive Proposal and rank it based upon the Proposal Evaluation Factors in Section 3.2 below. The Evaluation Team will then decide to tentatively designate a Selected Developer, subject to the approval of WMATA’s Board of Directors. The WMATA Project manager will commence negotiation of a Term Sheet. If negotiations are unsuccessful in WMATA’s opinion, WMATA staff may terminate negotiations and commence negotiations with the second-ranked Developer and those ranked thereafter, in order of ranking. Alternatively, WMATA staff may decide upon competitive negotiations with two or more ranked Developers or WMATA staff may decide to cancel this Joint Development Solicitation with respect to the applicable Joint Development Site.

F. Recommendation of Selected Developer Status: After the principal business terms for the tentatively Selected Developer’s Project have been reduced to a Term Sheet, WMATA staff submits a recommendation regarding the designation of a Selected Developer and approval of the Term Sheet to the Planning, Program Development and Real Estate Committee of WMATA’s Board of Directors and subsequently to the WMATA Board of Directors.

G. Naming of Selected Developer: Designation of a Selected Developer must be approved by the WMATA Board of Directors. Notwithstanding the designation of a Selected Developer or the

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approval of the Selected Developer by the WMATA Board of Directors, no rights vest in the Selected Developer until a Development Agreement is signed by both parties and approved by the WMATA Board of Directors and the FTA. If a portion of a Joint Development Site is owned by a third party, that third party must also approve the Selected Developer in accordance with its own processes before rights vest.

3.2. Proposal Evaluation Factors Each Proposal will be evaluated with a view towards providing the best outcome for WMATA in WMATA’s sole and absolute discretion in light of then-current FTA regulations. WMATA reserves the right to reject any and all Proposals at any time for any reason. Without limiting the foregoing, the evaluation criteria will be as described in Sections 2.3 and 2.4 above and listed below: Technical Criteria

• Development Team’s experience and prior performance • Degree to which the Project reflects Transit-Oriented Development principles • Compatibility of the Project with local requirements and the affected transit facilities • Effects on WMATA Facilities • Market/financial viability of the Project • Innovation and creativity

Economic Criteria

• Enhanced Metrorail and Metrobus ridership • Financial benefits accruing to WMATA

In addition to the specific criteria listed above, the following broader criteria may be applied: A. Joint Development: The Joint Development Site is being ground leased or sold for “joint

development,” i.e. property for private development on a site on which a transit agency maintains operating facilities and may retain an ownership interest, which development emphasizes interconnection and synergy with transit usage and pedestrian, cycling and other non-automotive transport, and contributes to or creates placemaking and a vibrant and high-quality built environment. (WMATA’s entitlement to continue its operations on site, and the winning Developer’s obligations in avoiding or minimizing interruption with WMATA operations, including the provision of any temporary facilities, shall be included in a declaration of covenants, conditions and restrictions to be recorded at closing.) However, these elements are not the only important components of WMATA’s evaluation of offers.

B. Certainty of Closing: WMATA may consider certainty of closing, i.e. the likelihood that a

Developer is going to close on the Joint Development Site and not drop the Project even at the risk of forfeiting the Proposal Security, or otherwise slow or complicate the process.

C. Integrity: WMATA may consider matters reflecting on the integrity, business ethics and character

of the Developer, its principals and its Development Team. D. Development for Own Account: Developers should be capable of developing, and intend to

develop, all of the proposed development types itself – for which purpose Developers may be joint ventures of multiple persons or companies with experience in different components. Developers should not view themselves as speculators in all or part of the site or as master developers who will obtain some or all entitlements and then retransfer the Joint Development Site in whole or in part, or as developers of only part of the Joint Development Site. Except as

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stated in Section 5.1.B below, no part of the Joint Development Site may be retransferred, nor may any change of control in the Developer entity occur, unless and until the Joint Development Site is developed. This requirement will be included in covenants, conditions and restrictions recorded at closing.

Third parties who are offering their property jointly with WMATA may apply their own criteria to the selection process. 3.3 Notice of Acceptance or Rejection.

Notice by WMATA of acceptance of a Proposal will be deemed to have been sufficiently given when e-mailed to the Developer at the address on the Proposal Form. Notice by WMATA of rejection of a Proposal will be deemed to have been sufficiently given when the Proposal Security posted by that Developer is returned. WMATA’s processing of a Proposal Security and/or a Right of Entry Agreement will not, in itself, constitute acceptance of the Proposal.

3.4 Continuing Offers.

Unless a Proposal is withdrawn in accordance with the terms of this Joint Development Solicitation, each Proposal received will be deemed to be a continuing offer good for two hundred ten (210) days or until the Proposal is accepted or rejected by WMATA, whichever first occurs.

3.5 Waiver of Irregularities.

WMATA may, at its election, waive any minor informality or irregularity in Proposals received.

3.6. Post-Selection Process A. Community Organizations: If not previously sent by the Developer, a Selected Developer will be

required to send a letter to each of the community organizations with which its representatives met to inform them as to how the Proposal presented to WMATA addresses their issues or concerns. A copy of this letter must also be submitted to WMATA.

B. Option Fee: A Developer designated by the WMATA Board of Directors as a Selected Developer will be required to pay WMATA, in immediately available funds, a nonrefundable option fee for WMATA’s granting to the Selected Developer the exclusive right to negotiate a Development Agreement. The amount and timing of the nonrefundable option fee shall be as set forth in accordance with Section 2.4. This option Fee is in addition to the Proposal Security.

C. Negotiation of Development Agreement with WMATA Staff: After WMATA’s Board of Directors has designated a Selected Developer and approved the negotiation of a Term Sheet, WMATA staff will negotiate with the Selected Developer a Development Agreement (and other necessary final documentation) that incorporates the provisions of the Term Sheet. Such Development Agreement shall be completed within one hundred eighty (180) days following the WMATA Board’s designation of the Selected Developer and approval of the negotiation of a Term Sheet. In the event that this schedule is not met, at WMATA’s option the Selected Developer designation expires, the Proposal is no longer viable and WMATA may retain the Proposal Security (in addition to the nonrefundable option fee) in accordance with Sections 2.5 and 5.2. WMATA may choose to reestablish the Selected Developer designation and provide a specific time frame to the Selected Developer for the completion of negotiations or to re-advertise the Joint Development Site, or to withdraw the Joint Development Site from the market for a period of WMATA’s choosing.

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D. Approvals: WMATA staff submits a summary of the final Development Agreement to WMATA’s Planning, Program Development and Real Estate Committee and to the WMATA Board of Directors and makes a recommendation for their approval. There is no binding agreement between the Selected Developer and WMATA until such time as the WMATA Board of Directors and the FTA have approved the final Development Agreement and the Development Agreement has been executed by both parties. In addition, if a third party has included its own property in a particular Joint Development Site, the joinder of that third party must also occur before a binding agreement is reached.

3.7. Disclosure and Use of Data A. Public Access to Records Policy: WMATA is required to brief its Board of Directors on all aspects

of a Proposal. The proposed business terms of a Proposal will be held in confidence only until the Development Agreement and all final documentation have been approved and executed. WMATA’s “Public Access to Records Policy” is available at www.wmata.com (click “About Metro,” then click “Public Records & Reports”). WMATA will endeavor to hold any third party landowner whose property is included in a Joint Development Site to respect and abide by the preceding confidentiality, but WMATA cannot bind a third party to do so, nor shall WMATA incur any liability if a Proposal is not held confidential by a third party.

B. To Jurisdictional Officials: WMATA also reserves the right to review the zoning and land use aspects of any Proposal with local zoning, land use planning, transportation and environmental officials and with state officials. Additionally, such review may include conducting public hearings, town meetings and similar public forums.

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SECTION 4. WMATA’S NON-NEGOTIABLE REQUIREMENTS AND CONDITIONS The following requirements and conditions are nonnegotiable and will be included in the Development Agreement and final documentation executed by the Selected Developer and WMATA. By submitting a Proposal in response to this Joint Development Solicitation, a Developer is agreeing to accept and comply with these nonnegotiable requirements and conditions. 4.1. WMATA’s Reserved Areas and Interests The location of WMATA’s Reserved Areas and Interests shall be determined by WMATA in its sole and absolute discretion. The conveyance or lease of any WMATA property shall be subject to a reservation by WMATA of a permanent, exclusive and irrevocable covenant, restriction, reserved area and/or easement for the operation and maintenance of present and future WMATA Facilities, WMATA Improvements and WMATA Reserved Areas and Interests. The nature and method of WMATA’s operations shall be determined from time to time by WMATA in its sole and absolute discretion. 4.2. WMATA’s Approval Rights and Adjacent Construction Requirements The following rights and requirements apply to all Projects: A. Approval Rights:

WMATA shall have the right to approve in its sole and absolute discretion: 1. Matters that affect the integrity, functionality, efficiency, safety, operation, maintenance, legal compliance, cost or profitability of WMATA’s business, customers, operations or activities; 2. Matters that affect WMATA Facilities, WMATA Reserved Areas and Interests, ingress/egress to WMATA Facilities, etc; 3. Matters that affect any of WMATA’s adjacent property; 4. The design and construction of interim and permanent WMATA Replacement Facilities; and 5. Matters that affect the Selected Developer’s obligations as they relate to timing (changes in Project schedule) and performance (changes in what will be constructed, e.g., the product mix).

B. WMATA’s Comment Rights:

WMATA shall have the right to comment on the development plan/site plan and on other matters concerning the Project which do not fall within the categories set forth in Section 4.2.A above. The Selected Developer shall be obligated to consider WMATA’s comments and to respond reasonably.

C. WMATA’s Construction Requirements:

Projects must be built in compliance with WMATA’s adjacent construction criteria as contained in WMATA’s then-current Adjacent Construction Project Manual and Real Estate Permit form (both, along with the Real Estate Permit Application, available on WMATA’s website, www.wmata.com, under “Business with Metro,” then click on “Adjacent Construction Program”), WMATA’s Station Site and Access Planning Manual, which is available on WMATA’s website, www.wmata.com (click on “About Metro,” then click on “Planning & Development” on the dropdown menu, then scroll down to “Station Area Plans and Access Improvement Studies”), and WMATA’s Manual of

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Design Criteria (available upon written request). Developers are advised that the Adjacent Construction Project Manual requires the payment of review, coordination and, if entry on WMATA Facilities is involved, escort fees to WMATA. Additionally, Developers must comply with WMATA’s requirements for the relocation and maintenance of operations during construction, which include the uninterrupted and unimpeded operation of WMATA Facilities. WMATA will review and approve Developer plans in accordance with established WMATA procedures.

4.3. Relocation or Replacement of WMATA Facilities If a Project requires the relocation or replacement of any WMATA Facility on a permanent or interim basis, the cost shall be borne solely by the Selected Developer. No WMATA Facility may be taken out of service unless a permanent or interim replacement facility is already available, such that there will be no disruption to WMATA operations. Any exception to this requirement with respect to permanent WMATA Facilities is subject to the specific approval of the WMATA Board of Directors. Additionally, the configuration of the relocated or replaced WMATA Facility must be agreed to by WMATA in writing. WMATA shall operate and preferably own any permanent relocated or replaced WMATA Facility, although it is possible for WMATA Facilities to be operated by WMATA via easements. 4.4. Selected Developer’s Funding of WMATA Compact Public Hearing A change in WMATA Facilities (including bus stop relocations and parking) may trigger a public hearing requirement under the WMATA Compact. The Selected Developer will be required to contribute Fifty Thousand Dollars ($50,000) towards the cost of the WMATA Compact public hearing, payable sixty (60) calendar days prior to the date of the public hearing. A failure to pay that sum may be grounds, in WMATA’s sole and absolute discretion, for WMATA’s revocation of the Selected Developer’s status as such. If WMATA’s actual public hearing costs are less than that amount, WMATA will credit the remaining funds to any outstanding amount that it is owed by the Selected Developer and, if no amount is owed, the unused balance will be refunded to the Selected Developer. 4.5. No Subordination of WMATA’s Fee Interest In the case of a ground lease, WMATA will not subordinate its fee interest in its property except to the covenants, restrictions and easements evidencing the WMATA Reserved Areas and Interests. In a ground lease situation, WMATA will permit bona fide lenders to have a leasehold security interest in the Project, which security interest will be subordinate to WMATA’s fee interest, to the covenants, restrictions and easements evidencing the WMATA Reserved Areas and Interests, and to WMATA’s right to terminate the ground lease upon a default by the Selected Developer (subject to any right to cure granted to the lender). In a sale situation, any mortgage, deed of trust or other security interest will be subordinate to the covenants, restrictions and easements evidencing the WMATA Retained Areas and Interests. 4.6. Federal Transit Administration (FTA) Requirements WMATA is subject to the requirements of the Federal Transit Administration (FTA). The terms of the Development Agreement negotiated with the Selected Developer, as it pertains to WMATA property, are subject to FTA approval. FTA requires, as a covenant running with the land, that the entire Project constitute a Transit-Oriented Development as defined in the latest applicable FTA Regulations. FTA also requires that the Selected Developer comply with certain laws and regulations barring discrimination on the basis of race, color, national origin or disabilities, and further requires compliance with FTA requirements regarding conflicts of interest and debarment. FTA may impose additional requirements which cannot be known until FTA reviews a specific Project,

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4.7. Americans with Disabilities Act (ADA) All Projects shall be constructed in compliance with Titles II and III of the Americans with Disabilities Act, 42 USCA Section 12101, et seq., as amended, and any regulations promulgated thereunder (ADA). Developers are also referred to WMATA’s Station Site and Access Planning Manual, which is available on WMATA’s website, www.wmata.com (click on “About Metro,” then click on “Planning & Development” on the dropdown menu, then scroll down to “Station Area Plans and Access Improvement Studies”) and Manual of Design Criteria (available upon written application to WMATA) for WMATA’s own accessibility standards. Whenever WMATA’s standards and the ADA differ, the more stringent standard shall apply. Proposals must include a plan indicating how access from the Project to the Metro Station will be provided for persons with disabilities. Additionally, if a Project or any subsequent addition, modification or alteration triggers accessibility-related improvements to the Metro Station, the Selected Developer shall be responsible for the costs of such improvements. The only exceptions are when the accessibility-related improvements predate the date of completion of the Project and are required to be made regardless of the Project or constitute accessibility related improvements that WMATA is implementing at Metro Stations in general as part of its system-wide improvements or alterations. 4.8. Direct Connections If a direct connection to a Metro Station (e.g., a direct entrance into a building or a private bridge between a Metro Station and a building) is part of the overall Project, then in accordance with Section 4.6 above, FTA may determine that the National Environmental Policy Act, 42 USCA 4321, et seq., as amended, is applicable to the Project. Additionally, the following laws and their implementing regulations are also applicable to a direct connection: A. Rehabilitation Act of 1973, 29 USCA Section 794; B. Architectural Barriers Act, 42 USCA Section 4151, et seq.; and C. Planning and Design for the Elderly and Handicapped, 49 USCA Section 5301, et seq. 4.9. Davis-Bacon Act/Fair Labor Standards Act The construction of any WMATA Replacement Facility or WMATA Improvement must comply with the Davis-Bacon Act, 40 USC Section 276a, et seq., and overtime compensation must be paid in compliance with Section 64 of the WMATA Compact and the Fair Labor Standards Act, 29 USCA Section 201, et seq. (1978), as amended. This requirement applies even if the remainder of the Project is not subject to these requirements. 4.10. Other Laws, Regulations and Requirements Developers are responsible for being fully informed of and complying with the requirements of applicable federal, state, and local jurisdictional laws and regulations. Additionally, the Selected Developer shall be responsible for obtaining, at its own cost and expense, all requisite approvals, licenses and permits. 4.11. WMATA’s Indemnification Policy The Selected Developer and its contractors and subcontractors (and space tenants or subtenants, where applicable) shall indemnify WMATA against all claims, liabilities and costs of whatsoever kind and nature, including environmental claims, which may be imposed upon, or incurred by, or asserted against WMATA in connection with the Selected Developer’s performance under the Development Agreement or related agreements. WMATA will accept financial responsibility for environmental damage to the Joint Development Site only to the extent caused by WMATA prior to the transfer of the Joint Development Site

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to the Selected Developer. Developers are advised that WMATA is otherwise generally precluded from indemnifying them. 4.12. WMATA’s Insurance Requirements The Selected Developer and its contractors and subcontractors must procure and maintain insurance coverage in amounts determined by WMATA, which may include but is not limited to General Liability, All Risk Property, Builder’s Risk, Worker’s Compensation, Automobile Liability, Contractors’ Pollution Legal Liability, Railroad Protective Liability, Rental Value Insurance, Professional Errors and Omissions Liability and Boiler and Machinery (during operations only). 4.13. Completion Bond If there are WMATA Replacement Facilities (interim and/or permanent) being constructed, WMATA requires the Selected Developer to secure and file with WMATA a completion bond equal to one hundred percent (100%) of the value of the WMATA Replacement Facilities. This bond shall name WMATA as the sole obligee for the completion of the WMATA Replacement Facilities. All bonds must be from a federally approved surety company with sufficient assets. All bonds must be in a form acceptable to WMATA and countersigned by a Commonwealth of Virginia, State of Maryland or District of Columbia, as applicable to the Joint Development Site, resident agent of the surety, with a copy of the agent’s license as issued by the appropriate Insurance Commissioner. Alternatively, the Selected Developer may escrow the entire cost of the WMATA Replacement Facilities in cash with WMATA or a third party escrow agent (who may be the Selected Developer’s construction lender) approved by WMATA. Funds may be drawn from this escrow by the Selected Developer upon submission of draw requests to WMATA and WMATA’s approval thereof solely to pay, in arrears, the Selected Developer’s actual costs incurred in designing and constructing the WMATA Replacement Facilities (excluding any fees or other compensation to the Selected Developer or its affiliates until Final Completion occurs). Should the Selected Developer fail to finally complete the WMATA Replacement Facilities as designed and approved by WMATA and on the agreed-upon schedule, WMATA may use the escrowed funds for that purpose. Neither the establishment nor use of the escrowed funds shall be deemed to be liquidated damages or WMATA’s sole and exclusive remedy. 4.14. WMATA’s Disclaimer of Liability WMATA disclaims all responsibility and liability for the completeness or accuracy of any information that it provides. Any error or omission will not constitute grounds or reason for nonperformance by a Developer or be grounds for a claim for allowance, refund or deduction. 4.15. Inspection of Accounting Records The Selected Developer will be required to permit WMATA, or any of its duly authorized representatives, at reasonable times and places, access to any books, documents, papers and records, including certified financial statements, which are directly pertinent to the Development Agreement. WMATA shall be permitted to audit, inspect, examine, copy and transcribe such books, documents, papers and records. The Selected Developer shall retain all records for three years after submission of any statement required for determining any payment obligations under the Development Agreement or related agreements. 4.16. WMATA’s Tax Exempt Status WMATA is tax exempt pursuant to the WMATA Compact. Any taxes, assessments or impositions on the Project, the Joint Development Site or the ground lease or conveyance anticipated by the Proposal,

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including (without limitation) real estate taxes, special assessments, and any transfer, recordation, grantor’s, stamp, or other documentary tax, shall be assumed and paid by the Selected Developer. In no event shall the Selected Developer assert or attempt to assert for its own benefit an exemption or immunity available to WMATA under the WMATA Compact. 4.17. Financing Requirements A. Obtaining Financing. The Selected Developer shall be obligated to obtain the requisite financing

to consummate the ground lease/sale of the Joint Development Site and the development, construction and final completion of the Project by a reasonable date certain or WMATA may terminate the Development Agreement.

B. No Cross-Collateralization. The Project may not be cross-collateralized or cross-defaulted with

any other property, project or other assets. This prohibition shall be included in the covenants, conditions and restrictions to be recorded at closing.

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SECTION 5. ADDITIONAL JOINT DEVELOPMENT REQUIREMENTS AND PROCEDURES 5.1. Assignment of Proposal, Change in Developer or Withdrawal of Developer WMATA considers the designation of Selected Developer to be in the nature of a personal services contract. The Selected Developer will be designated because of its skill, experience, knowledge and financial standing. Until the Project is Finally Completed, a Developer who submits a Proposal in response to this Joint Development Solicitation may withdraw, assign its Proposal or change the composition of its Development Team only as follows: A. Withdrawal of Proposal: At any time prior to designation of the Selected Developer, a Developer

may elect to withdraw its Proposal. Under such circumstances, WMATA shall return the Proposal Security without interest.

B. Assignment of Proposal:

1. At any time prior to designation of the Selected Developer, a Developer may request WMATA’s approval to assign its Proposal to another development entity. No purported assignment is valid unless WMATA has given its prior written approval. The Developer and its proposed assignee shall submit all documents required by WMATA before the request will be considered. WMATA is under no obligation to approve the request and may withhold approval in its sole and absolute discretion. If WMATA refuses to grant approval and the Developer does not want to proceed in accordance with its Proposal, WMATA will return the Proposal Security without interest. An assignment may be subject to the requirement of a guaranty pursuant to Section 5.8 below. 2. At any time after the designation of the Selected Developer, the Selected Developer may request WMATA’s approval to assign its Proposal to another development entity. No purported assignment is valid unless WMATA has given its prior written approval. The Developer and its proposed assignee shall submit all documents required by WMATA before the request will be considered. WMATA is under no obligation to approve the request and may withhold approval in its sole and absolute discretion unless (i) the assignment is to an entity designated as the anticipated Developer in the Proposal, in which case no further WMATA approval is required, or (ii) the assignment is to an entity under the control of the Selected Developer, in which case WMATA shall not unreasonably withhold its approval. If WMATA refuses to grant approval and the Selected Developer does not want to proceed in accordance with its Proposal, the Selected Developer shall so notify WMATA in writing, whereupon the Selected Developer’s rights as such shall automatically terminate and WMATA may retain the Proposal Security. An assignment may be subject to the requirement of a guaranty pursuant to Section 5.8 below.

C. Change in Composition of Developer or Development Team:

1. A Developer may change its Development Team if it gives notice to WMATA of the change at least ten (10) days before WMATA’s tentative designation of the Selected Developer. Thereafter, and before the tentative designation as the Selected Developer, a Developer may change its composition or the composition of its Development Team only with WMATA’s prior written approval. WMATA’s approval may be withheld in WMATA’s sole and absolute discretion. If WMATA does not approve the change and the Developer does not want to proceed in accordance with its Proposal, the Developer may withdraw its Proposal by giving written notice to WMATA and WMATA will return the Proposal Security without interest.

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2. After a tentative designation as the Selected Developer, the Selected Developer must request WMATA’s written approval to change its composition or the composition of its Development Team. WMATA’s approval may be withheld in WMATA’s sole and absolute discretion. If WMATA does not approve the change and the Selected Developer does not want to proceed in accordance with its Proposal, WMATA may terminate the Selected Developer designation and retain the Proposal Security.

D. Other Situations: An assignment or change in the composition of the Development Team which is not addressed above is at the sole and absolute discretion of WMATA. For any such assignment or change to be valid, WMATA’s prior written approval is required. Any purported assignment or change occurring without WMATA’s prior written approval shall be void.

5.2. Termination of Selected Developer Designation WMATA may terminate the Selected Developer designation for any of the following reasons and, except as stated otherwise in Sections 5.2.I, J and K, retain the Proposal Security and any other deposit held by WMATA. Any such termination shall terminate the Selected Developer’s status as such under this Joint Development Solicitation. A. No Development Agreement: The Selected Developer fails to negotiate and execute the

Development Agreement within one hundred eighty (180) days following the designation of the Selected Developer and approval of the negotiation of a Term Sheet by the WMATA Board of Directors.

B. Bankruptcy: The Selected Developer or any individual or entity holding ownership in or comprising the Selected Developer or the Development Team files a petition in bankruptcy, a proceeding in bankruptcy is filed against any one or more of them and not dismissed within ninety (90) days after its filing, or is adjudicated to be bankrupt.

C. Change in Ownership: The ownership structure of the Selected Developer or the identity of anyone in the Development Team changes in violation of Section 5.1 above. Structural changes include changes in percentages of ownership interests or changes in ownership of any entity at any tier holding a direct or indirect ownership interest in the Selected Developer.

D. Assignment of Rights: The Selected Developer assigns its designation or transfers its rights in a

Joint Development Solicitation in violation of Section 5.1 above. E. Fraud or Felony: The Selected Developer or any officer, director, partner, member, manager or

other principal of any person or entity constituting a member of the Development Team is indicted for, or convicted of, a fraud or a felony.

F. Integrity: The Selected Developer or any officer, director, partner, member, manager or other

principal of any person or entity constituting a member of the Development Team is found not to have a satisfactory record of integrity and business ethics in WMATA’s sole and non-reviewable discretion.

G. Incorrect or Incomplete Information: The Selected Developer provided materially incorrect or incomplete information in any of its submissions to WMATA, as determined in WMATA’s sole and non-reviewable discretion.

H. Noncompliance: The Selected Developer does not comply with this Joint Development Solicitation, its Proposal or the terms of the Development Agreement as negotiated by the parties.

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I. Environmental Issues: In accordance with Section 5.5 below, the Selected Developer conducts environmental due diligence and as a result modifies its Proposal in a manner which is unacceptable to WMATA. Under such circumstances, WMATA shall return the Proposal Security, less any site restoration costs actually incurred by WMATA and any other sums owed to WMATA.

J. Protest: If a protest is filed in accordance with Section 5.7 below and WMATA determines that the designation of the Selected Developer should be terminated. Under such circumstances, WMATA shall return the Proposal Security, less any site restoration costs actually incurred by WMATA and any other sums owed to WMATA.

K. WMATA’s Best Interests: WMATA determines (in its sole and non-reviewable discretion) that termination is in its best interest. Under such circumstances, WMATA shall return the Proposal Security. Under such circumstances, WMATA shall return the Proposal Security, less any site restoration costs actually incurred by WMATA and any other sums owed to WMATA.

5.3. WMATA Station Access Roads and Interior Maintenance Roads WMATA’s Metro Station access roads and interior maintenance roads are often owned, maintained and improved by WMATA. Any anticipated use of such roads by a Project must be addressed in the Proposal. WMATA reserves the right to reject shared use of its roads if detrimental to its operations. 5.4. Developer’s Investigative Obligations; As Is, Where Is A Developer is expected to know all information reasonably ascertainable concerning the size, character, quality and quantity of surface and subsurface materials or obstacles on the Joint Development Site, and the existing utilities on the Joint Development Site. Some of this information is available from a visual inspection of the Joint Development Site. Some may be available from technical drawings and specifications (as built drawings) which WMATA will make available upon request, or from utility companies serving the area and local land records. WMATA disclaims all responsibility and liability for the completeness or accuracy of any information that it provides. All Joint Development Sites are subject to existing physical and legal conditions, whether of record or not. Additionally, a Developer is expected to know the conditions affecting construction on the Joint Development Site, which include but are not restricted to those bearing upon transportation, disposal, handling and storage of materials, availability of labor, water, electric power, roads, the topography and conditions of the ground, and the character of equipment and facilities needed before and during prosecution of the work. Except as may be specifically stated in this Joint Development Solicitation or in a ground lease (or, in the case of a sale, the special warranty deed) or other document delivered at settlement, the Joint Development Site is being ground leased or sold on an “as is, where is” basis. 40 5.5. Environmental Matters A. Investigation by Developer: WMATA has undertaken no comprehensive environmental

investigations of the presence or absence of contaminated material or other environmental conditions that may affect development except as may be specifically identified in Part Two of this Joint Development Solicitation. Interested Developers may request permission to perform a due diligence environmental site assessment prior to Proposal submission, after Proposal submission, or after designation as the Selected Developer. Such due diligence site assessment and all associated costs shall be the sole responsibility of the Developer. Permission will be granted by WMATA to do non-invasive assessments subject to the execution by Developer and then the subsequent execution by WMATA of the Right of Entry Agreement attached hereto as ATTACHMENT C. Any invasive testing shall require a specific agreement signed by the parties addressing the nature and scope of the work to be done; WMATA’s standard form Real Estate

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Permit is available on WMATA’s website at www.wmata.com, click on “Business with Metro,” then click on “Real Estate” and scroll down to “Policies and Forms.” WMATA shall be provided at no cost to it and in a timely manner with a copy of each test result and report addressing the environmental site investigation.

B. Contamination Found: If environmental contamination is found that requires a cleanup or

remediation of the Joint Development Site under a governmental regulatory agency’s review, the Developer may withdraw its Proposal (including any Final Proposal) but is responsible for site restoration costs. In the event that the due diligence environmental site assessment is performed after the designation of the Selected Developer but prior to the execution of the Development Agreement, the Selected Developer and WMATA may negotiate the transaction based upon the levels of contaminated materials or other environmental conditions encountered which would substantially delay development or substantially increase the costs of excavation, removal or disposal of soil/materials or the treatment of groundwater. WMATA, however, will not be liable for the cost of remediating any contamination except contamination arising from the acts or omissions of WMATA while it was the owner of the Joint Development Site. If the parties cannot agree upon the resolution of these issues, the Selected Developer may withdraw its Proposal but the Developer is responsible for site restoration costs, and WMATA has the corresponding right to terminate the Selected Developer designation in accordance with Section 5.2.I above.

5.6. Title A. What Constitutes Good Title: Except for the warranties inherent in a special warranty deed in the

case of a sale, WMATA will not represent or warrant title to the Joint Development Site. However, it is expected that title to the Joint Development Site will be good of record and fully merchantable and insurable without exception other than customary title exceptions (including the standard exceptions in an American Land Title Association title insurance policy) and easements, restrictions and covenants of record or necessary or appropriate to evidence WMATA’s right, title and interest in and to the Reserved Areas and Interests. (Any monetary liens that affect WMATA generally will not be considered encumbrances against the Joint Development Site for these purposes.) If the foregoing standard is not met, a Developer may terminate its Proposal if WMATA does not cure the problem within sixty (60) days after the Developer gives WMATA notice of the problem. Upon such termination, WMATA shall return the Proposal Security to the Developer.

B. Obtaining Title Insurance: Any title insurance or other evidence of good title desired by a

Developer must be obtained by that Developer at its own cost and expense from a party other than WMATA. WMATA will not pay for any title examination, title report, title commitment, title policy, survey or other title-related matter other than to cure any exception to title not permitted by the preceding paragraph. All conveyancing, notary, settlement and other fees shall be paid by the Developer, and WMATA shall have no responsibility for them.

C. Owner’s Affidavit(s): At closing, WMATA will deliver an owner’s/seller’s affidavit to the

Developer’s title insurer and an affidavit certifying that WMATA is not a “foreign person” for purposes of tax withholding under the Internal Revenue Code, but such affidavit(s) shall not include any indemnification obligation on the part of WMATA and must be reasonably satisfactory to WMATA.

5.7 Protest Policy The policy and procedure for the administrative resolution of protests involving the designation of a Selected Developer arising pursuant to this Joint Development Solicitation are as follows:

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A. Who May Protest: Only an Interested Party may submit a protest. An “Interested Party” is defined as a Developer who submitted a Proposal for the relevant Joint Development Site pursuant to this Joint Development Solicitation.

B. Deadline: Protests must be submitted no later than thirty (30) calendar days after WMATA’s

designation of the Selected Developer. Any protest submitted subsequent to this time may be deemed by WMATA to be untimely and denied on that basis unless WMATA concludes that the issue(s) raised by the protest involves fraud, gross abuse of the selection process, or otherwise indicates substantial prejudice to the integrity of the selection process.

C. Form of Protest: The Interested Party wishing to file a protest shall submit a written document to

WMATA which contains the following: 1. The name and address of the Interested Party; 2. Description of the nature of the protest; 3. Identification of the provision(s) of this Joint Development Solicitation or of the Joint Development Policies and Guidelines or laws upon which the protest is based; 4. A statement of the specific relief requested; and 5. Any documents relevant to the protest.

D. WMATA Review: WMATA shall carefully review the protest. At the discretion of WMATA, a

conference may be held with the Interested Party. WMATA shall have thirty (30) calendar days to render a written decision on the merits of the protest. A determination by WMATA that a protest is meritorious may result in a change in the terms, conditions or format of this Joint Development Solicitation in the form of an amendment, the rejection of a Proposal, the cancellation of this Joint Development Solicitation in whole or in part, or the termination of the designated Selected Developer.

E. Inapplicability: This protest policy is not applicable to actions taken by WMATA in response to

legal proceedings filed in the courts or to actions taken by WMATA in its sole and non-reviewable discretion.

5.8. Guaranty WMATA may require a third party to guarantee some or all of the obligations of the Selected Developer, including but not limited to construction obligations. The form of the guaranty may be a letter of credit issued by a bank in an amount and on terms acceptable to WMATA and/or a guaranty from a parent entity or person determined by WMATA to have sufficient capital or liquidity to ensure payment.

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SECTION 6: DEFINITIONS Developer(s) The entity submitting or contemplating the submission of a Proposal in response to this Joint Development Solicitation. The Developer should be a qualified individual or entity with real estate development-related experience and access to financing sufficient to undertake the proposed Project. If a Developer includes or engages a broker, WMATA will not pay any broker’s commission and the Developer shall be solely responsible for the same. Development Agreement The legal document (ground lease, sales contract, combination ground lease/sale contract, master development agreement or other agreement) that constitutes the binding contract between WMATA and the Selected Developer once it is signed by both parties and approved by the WMATA Board of Directors and the FTA (and by any third party whose property is included in that particular Joint Development Site). Development Team The Developer and the principal persons and/or entities (including officers, directors, partners, members, managers or other principals of such persons and/or entities) identified by the Developer as the participants in the Project. If a Development Team includes a broker, WMATA will not pay any broker’s commission and the Developer shall be solely responsible for the same. Disadvantaged Business Enterprise (DBE) A DBE is a for-profit, small business concern that is owned and controlled (at least fifty-one percent (51%)) by one or more socially and economically disadvantaged persons. Socially and economically disadvantaged persons are persons who are citizens of the United States or lawfully admitted permanent residents and who are one or more of the following: A. Black Americans (meaning persons having origin in any of the Black racial groups of Africa);

B. Hispanic Americans (meaning persons of Mexican, Puerto Rican, Cuban, Dominican, Central or

South American, or other Spanish or Portuguese culture or origin regardless of race);

C. Native Americans (meaning persons who are American Indians, Eskimos, Aleuts or Native Hawaiians);

D. Asian-Pacific Americans (meaning persons whose origins are from Japan, China, Taiwan, Korea, Burma (Myanmar), Vietnam, Laos, Cambodia (Kampuchea), Thailand, Malaysia, Indonesia, the Philippines, Brunei, Samoa, Guam, the U.S. Trust Territories of the Pacific Islands (Republic of Palau), the Commonwealth of the Northern Marianas Islands, Macao, Fiji, Tonga, Kiribati, Juvalu, Nauru, Federated States of Micronesia or Hong Kong);

E. Subcontinent Asian Americans (meaning persons whose origins are from India, Pakistan, Bangladesh, Bhutan, the Maldive Islands, Nepal or Sri Lanka); or

F. Women. 42 Evaluation Team WMATA staff assigned to analyze the Proposals and make recommendations. If a third party’s property is collectively offered as part of a particular Joint Development Site, a representative(s) of that third party may also be included in the Evaluation Team.

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Federal Transit Administration (FTA) The federal agency within the U.S. Department of Transportation which administers the federal rules and regulations governing joint development programs and oversees other aspects of real property purchased with federal funds for transit purposes. Final Proposal If requested by WMATA, the final document or compilation of documents submitted by the Developer for analysis before the Evaluation Team makes its recommendation. See the definition of “Proposal.” Initial Proposal The initial document or compilation of documents submitted by the Developer in response to this Joint Development Solicitation. See the definition of “Proposal.” Joint Development A creative program through which property interests owned and/or controlled by WMATA are marketed to office, retail/commercial, recreational/entertainment, hotel and residential developers with the objective of developing Transit-Oriented Development projects. See the definition of “Transit-Oriented Development.” Joint Development Policies and Guidelines The procedures approved from time to time by the WMATA Board of Directors which govern the Joint Development program, available at www.wmata.com (click on “Business with Metro,” then click on “Real Estate” and then click on “Policies and Forms”). Joint Development Site(s) The property areas and interests identified in Part Two of this Joint Development Solicitation. Project The joint development ideas, concepts and plans that a Developer presents in its Proposal. Also refers to the development plans of the Selected Developer. Proposal(s) The development-related documents submitted in response to this Joint Development Solicitation. The term Proposal includes the Initial Proposal and, if requested by WMATA, the Final Proposal. Selected Developer The Developer granted the exclusive right to negotiate a Development Agreement with WMATA, as determined by the WMATA Board of Directors (not by WMATA staff). Notwithstanding the Selected Developer’s selection as such, the Selected Developer has no rights to the Joint Development Site until a Development Agreement has been negotiated and executed by the parties (including any third party whose property may be collectively included in a Joint Development Site) and until the WMATA Board of Directors and the FTA have approved the same. A Selected Developer has no right to compensation from WMATA if no such Development Agreement is negotiated, signed and approved. A Selected Developer’s right, if any, to compensation from WMATA shall be solely as may be set forth in a signed and approved Development Agreement. Term Sheet The nonbinding document which summarizes the development concept, financial structure and other major business terms of the Project. Transit-Oriented Development Per the FTA definition: Transit-oriented development is compact, mixed-use development near transit facilities and high-quality walking environments which leverages transit infrastructure to promote economic development and smart growth and caters to shifting market demands and lifestyle

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preferences. Transit-oriented development is about creating sustainable communities where people of all ages and incomes have transportation and housing choices, increasing location efficiency where people can walk, bike and take transit. In addition, transit-oriented development boosts ridership of transit systems and reduces automobile congestion, providing value for both the public and private sectors while creating a sense of community and place. For WMATA’s more specific purposes, transit-oriented development means a development program that is compatible with and synergistic to a heavy rail transit station, including (without limitation) a walkable mixed-use community, public amenities such as small urban parks and plazas, the creation of a sense of place, safe station areas, connections with the surrounding properties, streets and neighborhoods where feasible so as to provide them access to the Metro Station by bicycle and on foot, encouragement of transit ridership, whether by rail or by bus, and reduction of automobile dependency. The quality of the integration of the proposed development with the existing Metro Station is an important component of a transit-oriented development. For informational purposes, sample qualitative and quantitative guidelines for specific attributes of transit-oriented development are also available in the publication entitled “The TOD Standard” published by the Institute for Transportation Development Policy at www.itdp.org/library/publications. (This publication has not been formally adopted by WMATA and is not binding on WMATA.) WMATA is aware that the size of any particular Joint Development Site will affect whether, or to what extent, Transit-Oriented Development principles can be effectuated within an individual Project. WMATA Compact Washington Metropolitan Area Transit Authority Compact, Public Law 89-774, 80 Stat. 1324, as it may have been and may hereafter be amended. WMATA Facility Any improvements, structures, infrastructure components, tangible property and/or areas required in the judgment of WMATA for the use, operation, access, maintenance, repair, servicing, replacement or removal of structures and supports, access, parking, operating and service facilities and areas relating to WMATA’s operations or activities. WMATA Facilities include, without limitation, the Metro Stations, tunnels, rails, tracks, bus stations, bus bay areas, bus layover spaces, supervisory kiosks, employee bathrooms, electric substations, conduits and lines, communications equipment and structures, pedestrian ways and bridges, waiting and shelter areas, facilities serving people with disabilities, cooling towers, chiller plants, vent and fan shafts, bicycle rack and bicycle locker areas, Bike & Ride facilities, storm water management facilities, landscaping, lighting, Kiss & Ride facilities, Park & Ride facilities, taxi stands, WMATA-operated parking meters, and all other associated facilities. WMATA reserves the right to operate all WMATA Facilities in such manner as it sees fit. WMATA Improvement(s) Those improvements, whether an interim replacement facility or a new facility, which will be designed and/or constructed by the Selected Developer for WMATA in a configuration acceptable to WMATA. Upon final acceptance by WMATA, a WMATA Improvement will become a WMATA Facility. WMATA Replacement Facility A WMATA Improvement designed and/or constructed by the Selected Developer for WMATA in a configuration acceptable to WMATA that replaces any displaced or disrupted WMATA Facility and which will be turned over to WMATA. WMATA Reserved Areas and Interests Includes (a) all areas of, within or adjacent to the Joint Development Site containing any WMATA Facility; (b) all areas of, within or adjacent to the Joint Development Site relating to the use, operation, access,

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maintenance, repair, servicing, replacement or removal of any WMATA Facility; and (c) any and all easements and other reserved rights required by WMATA in connection with its use, operation, access, maintenance, repair, servicing, replacement or removal of any WMATA Facility or WMATA operations and business generally, whether expressly provided for or reasonably contemplated. Covenants, restrictions and easements shall be reserved for, without limitation, easements and reserved rights (whether at, above or below ground level) for:

(i) the construction, operation, maintenance, repair, replacement, removal or relocation of any and all WMATA Facilities (existing or proposed),

(ii) any and all service facilities serving any WMATA Facilities, (iii) all underground power lines and other utilities, (iv) horizontal and vertical support for all WMATA Facilities in, on and about the Joint

Development Site, including without limitation, structures, equipment or installations such as foundations, beams, columns, bracing and similar structural features which maintain vertical and horizontal support and are necessary for the maintenance, operation and protection of any WMATA Facility, and

(v) protections and approval rights satisfactory to WMATA in its sole and unreviewable discretion with respect to limits on loads and pressures which may affect any WMATA Facility, whether vertical or lateral.

Arrangements for relocating, rebuilding or otherwise modifying WMATA Facilities as part of the development of the Project shall also be considered WMATA Reserved Areas and Interests and shall be addressed in the covenants, restrictions and easements referenced above. Any covenants, restrictions and easements addressing the WMATA Reserved Areas and Interests will have priority over all other documents, including any ground lease or deed and any mortgage, deed of trust or other financing document, incident to the Project.

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ATTACHMENT A

WASHINGTON METROPOLITAN AREA TRANSIT AUTHORITY

PROPOSAL FORM for

JOINT DEVELOPMENT SITES

Please use a separate Proposal Form for each Joint Development Site for which a Proposal is submitted

and/or for multiple Proposals for a single Joint Development Site.

This entire Proposal Form should be copied electronically and the responses filled in on that copy, which should then be submitted in both hard copy and electronically to WMATA as the Proposal. The means of

submitting a Proposal are spelled out more fully in Part Three of the Joint Development Solicitation. JOINT DEVELOPMENT SOLICITATION DATED: ______________, 2013 JOINT DEVELOPMENT SITE: __________________________________ JOINT DEVELOPMENT SOLICITATION NUMBER: _________________ ________________________________________ Printed name of Developer entity (The entity must be a currently legally-existing entity and a full legal name, not a trade name, should be used.)

The following Certifications and the Volume 1 form following the Certifications should be submitted as one single volume, document or package, both in hard copy and electronically, as explained in Part Three of

the Joint Development Solicitation. As repeated again below, Volume 2 should then be in a separate volume, document or package, both in hard copy and electronically.

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CERTIFICATIONS The Developer hereby certifies to the best of its knowledge and belief that it and any principal of the Developer:

1. Is/are not presently debarred, suspended, proposed for debarment,

declared ineligible or voluntarily excluded from an award of contracts by any governmental entity.

2. Has/have not within the past ten (10) years been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a contract or subcontract with any governmental entity; violation of antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating criminal tax laws, or receiving stolen property.

3. Is/are not presently indicted for or otherwise criminally or civilly charged by a governmental entity with commission of any of the offenses enumerated in the previous paragraph.

4. Is/are not in arrears or default of payment of any money or obligation of a value greater than Three Thousand Dollars ($3,000) to a governmental entity.

5. Has/have no adjudicated violations nor has paid penalties during the past ten (10) years relating to the housing and building laws, regulations, codes and ordinances of any governmental entity.

6. During the past ten (10) years has/have not had a license revoked that was issued in accordance with the housing, building or professional licensing laws, regulations, codes and ordinances of any governmental entity.

“Principal” means a partner, member, shareholder, officer, director, manager or other person with management or supervisory responsibilities or who is otherwise in a position to control or significantly influence the Developer’s activities or finances. The Developer further certifies:

a. The Developer has not employed or retained any company or persons

(other than a full-time, bona fide employee working solely for the Developer) to solicit or secure a Development Agreement; and

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b. The Developer has not paid or agreed to pay, and shall not pay or give, any company or person (other than a full-time, bona fide employee working solely for the Developer) any fee, commission, percentage, or brokerage fee contingent upon or resulting from the award of a Development Agreement; and

c. No person or entity currently employed by WMATA, or employed by

WMATA within the past twelve (12) months, or with material input into the matters covered by this Joint Development Solicitation and employed by WMATA at any time in the past: has provided any information to the Developer that was not also available to all other persons responding to this Joint Development Solicitation; is affiliated with or employed by the Developer or has any financial interest in the Developer; has provided any assistance to the Developer in responding to this Joint Development Solicitation; or will benefit financially if the Developer is the Selected Developer; and

d. Neither the Developer nor any of its employees, representatives or agents

have offered or given gratuities or will offer or give gratuities (in the form of entertainment, gifts or otherwise) to any director, officer or employee of WMATA with the view toward securing favorable treatment in the designation of a Selected Developer or in any determination made with respect to Developer selection, or in the negotiation, amendment or performance of the Development Agreement; and

e. The Developer agrees to furnish information relating to the above as

requested by WMATA.

If the Developer is unable to certify to the foregoing in whole or in part, the Developer shall attach an explanation to this Proposal. A Developer that fails to make these certifications or to provide adequate information for WMATA to evaluate its inability to make these certifications may be considered to be nonresponsive to the Joint Development Solicitation. The Developer further certifies that:

i. by submitting this Proposal, it is aware of and accepts all of the terms of the Joint Development Solicitation first referenced above, including (without limitation) those provisions: negating any right, title or interest in a Selected Developer until a Development Agreement is approved by the WMATA Board of Directors, the Federal Transit Administration and any third party who may be offering its property as part of the Joint Development Site to which this Proposal is directed and until a Development Agreement is signed by all applicable parties; disclaiming WMATA’s responsibility or liability for misstatements in the Joint

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Development Solicitation; exculpating WMATA from any obligation to pay or reimburse the Developer for any costs it incurs; and granting WMATA certain design review authority; and

ii. this Proposal is valid for a minimum of two hundred ten (210) days from the date of submission; and

iii. if selected, the Developer will negotiate in good faith with WMATA; and

iv. the Developer has the power and authority to enter into a Development Agreement and all final documentation as required by WMATA without the consent or joinder of any other party or authority.

These certifications are a material representation of fact upon which reliance will be placed by WMATA. The Developer shall provide immediate written notice to WMATA if at any time it learns that its certification was erroneous when submitted or has become erroneous since that time. If it is later determined that the Developer knowingly rendered an erroneous certification or failed to notify WMATA if and when the Developer gained knowledge that its certification was erroneous when submitted or has become erroneous since that time, then, in addition to any other remedies available to WMATA, WMATA may in its sole and absolute discretion terminate any contractual relationship relating to this solicitation with the Developer. SECTION 2 INFORMATION The information required by Part Three, Section 2 of the Joint Development Solicitation should be submitted by following the format of the table found on the following pages. As previously stated, to make it easier for Developers to present Proposals, this entire Proposal Form should be copied electronically and the responses filled in on that separate document, which should then be submitted to WMATA in both hard copy and electronically. The Proposal may expand the space allotted in the following table for any particular line item or category as the Developer wishes, subject to the overall restriction on length stated in Part Three, Section 2.1.B of the Joint Development Solicitation. Volumes 1 and 2 should be physically separate from one another. (Volume 1 should, however, be combined with the preceding Certifications into one composite submission. Volume 2 should then be submitted as a separate volume, document or submission.) Within each Volume, each Tab should be physically separate from the other Tabs. As stated in Part Three, Section 2.3 of the Joint Development Solicitation, before completing this table the Developer should insert a Table of Contents for each Volume at the beginning of each Volume and may insert an Executive Summary for each Volume. Each of the following categories or Tabs as described in the following charts is a short-hand version of a corresponding provision in Part Three, Sections 2.3 and 2.4 of the Joint Development Solicitation. Respondents should refer to those Sections for more detail on what information is being sought.

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VOLUME 1-TECHNICAL INFORMATION Section 2.3.a: Development Team experience and prior performance Tab 1: Identification of Developer and Development Team Developer’s name (use full legal name, not a trade name):

Developer’s address:

Name of lead contact at Developer:

Title of lead contact at Developer:

Telephone number of lead contact at Developer:

E-mail address for lead contact at Developer:

Names and titles of individual Development Team members from within Developer’s own organization (attach a resume or other biography for each individual):

If Developer is a partnership, joint venture, consortium or other organization or team with multiple partners, venturers, members or other participants, include the above information for each of them Name of outside service provider who is on Development Team:

Address of outside service provider:

Telephone number of outside service provider:

E-mail address of lead contact at outside service provider:

Names and titles of individuals working on this Project within this service provider’s organization (attach a resume or other biography for each

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individual): Repeat the above information for each outside service provider Tab 2: Developer’s Business Entity Legal type of Developer’s current entity, e.g. sole proprietorship, limited liability company, limited partnership, corporation:

State of formation of Developer’s current entity:

Legal type of Developer’s proposed entity, e.g. sole proprietorship, limited liability company, limited partnership, corporation:

State of formation of Developer’s proposed entity:

Attach a certificate of incorporation, limited partnership, formation, or equivalent, and all amendments from the applicable Secretary of State (or equivalent) for each entity listed as the current or proposed Developer or a partner, venture, member or other participant within the Developer Attach a certificate of good standing from the applicable Secretary of State (or equivalent) for each entity listed as the current or proposed Developer or a partner, venture, member of other participant within the Developer Tab 3: Relationships with WMATA Identify any past, current or anticipated relationships of any member of Development Team with WMATA per Section 2.3.a [if none, write “None”]:

Disclose any appearance of a conflict of interest [if none, write “None”]:

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Tab 4: Litigation with WMATA Identify any past or ongoing litigation, or known threatened litigation, with WMATA per Section 2.3.a [if none, write “None”]:

Tab 5: Previous Projects Attach illustrative materials on three recent successful and comparable projects:

Identify the sources and amounts of debt and equity capital raised for the identified projects:

Tab 6: Defaults, Bankruptcies, Criminal History, Debarments List any projects on which Developer, its parent(s), or any member of Development Team has defaulted, and explain [if none, write “none”]:

List any projects on which Developer, its parent(s), or any member of Development Team has gone bankrupt, and explain [if none, write “none”]:

List any criminal indictments and felony or fraud convictions of Developer, its parent(s), or any member of Development Team, or any principal in any of them [if none, write “none”]:

Identify any debarments for government contracts by Developer, its parent(s), or any member of Development Team, or any principal in any of them [if none, write “none”]:

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Section 2.3.b: Degree to which the Project reflects Transit-Oriented Development Principles Tab 7: Site Plan and Land Uses Attach a site plan and a description of land uses per Section 2.3.b Narratively explain how the site plan and land uses comply with Transit-Oriented Development principles:

Tab 8: Smart Growth and Sustainability Identify “smart growth” principles utilized:

Explain LEED-ND, or equivalent, compliance:

Explain LEED-NC/C+S, or equivalent, compliance:

Describe Transit-Oriented Development factors utilized in addition to those noted above:

Tab 9: Assemblage If Project is part of a property assemblage, provide relevant information here [if not, write “not applicable”]:

Section 2.3.c: Compatibility of Project with local requirements and affected transit Tab 10: Existing and Proposed Zoning Identify the existing zoning:

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If a zoning change or other entitlement will be sought, identify it here [if none, write “none”]:

Tab 11: FAR Identify the currently permitted FAR or other density measurement of the site:

Identify the proposed FAR or other density measure for the site:

Tab 12: Other Land Use Requirements Identify how the Project complies (or does not comply) with other land use requirements:

Section 2.3.d: Effects on WMATA Facilities Tab 13: Effects on and Changes to WMATA Facilities and Public Infrastructure Explain the Project’s anticipated impact on WMATA Facilities and any proposed reconfiguration or relocation of WMATA Facilities [if none, write “none”]:

Explain the Project’s anticipated impact on other public infrastructure [if none, write “none”]:

Tab 14: Uninterrupted Operation of WMATA Facilities Explain any plans for interim WMATA Replacement Facilities

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during construction [if none, write “none”]: Section 2.3.e: Market/financial viability of the Project Tab 15: Ground Lease vs. Sale State whether the Proposal is to ground lease or purchase the property:

If a ground lease is proposed, respond to the following [if a purchase is proposed, skip to the next subsection below] Identify the portion of the property to be ground leased and its size:

Specify the desired lease term(s), both initial and renewal, not to exceed 98 years:

If a purchase is proposed, respond to the following [if a ground lease is proposed, skip to Tab 16] Identify the portion of the property to be purchased and its size:

Explain why a purchase rather than a ground lease is proposed:

Explain why a purchase is more advantageous to WMATA than a ground lease:

Tab 16: Market analysis Provide a market analysis of the site:

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Tab 17: Impact on Local Tax Base Identify impact on Local Jurisdiction’s and State’s tax base:

Identify (non-WMATA) public facilities, including cost and value, to be created:

Identify number of construction jobs:

Identify number of permanent jobs:

Identify any other quantifiable economic benefits to Local Jurisdiction [if none, write “None”]:

Tab 18: Marketing Strategy Outline the proposed marketing strategy:

Tab 19: Community Organizations Identify a community organization Developer has met with regarding the Project [if none, write “none”]:

State the meeting date(s):

Describe information shared by Developer:

Describe community organization’s reaction(s):

Describe any issue(s) raised by community organization and Developer’s response [if none, write “none”]:

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Repeat the foregoing for each community organization Tab 20: Local Jurisdictions Identify each governmental staff member Developer has met with regarding the Project [if none, write “none”]:

State the meeting date(s):

Describe information shared by Developer:

Describe views and expectations of jurisdiction:

Tab 21: Governmental Financial Support State whether the Project is contingent upon any governmental action or financial support (other than matters discussed in Tabs 9-11 above) [if none, write “none”]:

Explain justification for requested action or support:

Explain process to obtain requested action or support:

Tab 22: Project Schedule Term Sheet negotiations:

Designation as Selected Developer:

Development Agreement:

Approval of Development Agreement:

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Assemblage (if not applicable, write “N/A”):

Concept site plan:

WMATA Compact hearing:

Development plan:

Local and other governmental approvals and actions (other than permits):

Project financing:

35% schematic design and construction documents:

65% schematic and construction documents:

100% schematic and construction documents:

Local permits:

Interim WMATA Replacement Facilities: design:

Interim WMATA Replacement Facilities: construction:

Interim WMATA Replacement Facilities: occupancy:

Interim WMATA Replacement Facilities: cessation:

Permanent WMATA Replace-ment Facilities: design:

Permanent WMATA Replace-ment Facilities: construction:

Permanent WMATA Replace-ment Facilities: occupancy:

Construction of Project (per phase, if applicable):

Initial occupancy:

Stabilization:

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Section 2.3.f: Innovation and Creativity Tab 23: Open-ended Identify any aspect of any other answer evidencing innovation or creativity:

Tab 24: DBEs Indicate Developer’s inclusion of DBEs:

The Developer submits this Proposal Form to WMATA and agrees to be bound by it.

DEVELOPER: _____________________________________

Date: _____________, 201_ By: ________________________________ Printed Name: Title:

______________________________________________________________________________

Developers are reminded that Volume 2 should be physically separate from Volume 1. If an electronic version of a Proposal is submitted in addition to the mandatory hard copy, Volumes 1 and 2 should be in

separate documents.

Developers are reminded that Volume 2 will not be shared outside WMATA (except with respect to a Proposal that also involves property owned by an independent third party and being collectively offered).

Any information relevant to a Local Jurisdiction should be included in Volume 1.

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VOLUME 2-ECONOMIC INFORMATION Section 2.4.a: Enhanced Metrorail and Metrobus ridership Tab 25: Increased Ridership State any benefits to WMATA from increased ridership:

Section 2.4.b: Financial benefits accruing to WMATA Tab 26: Market Value State fair market value of the Joint Development Site [if submitting a Proposal for Morgan Boulevard, separately state values for the portions owned by WMATA and the portions owned by the M-NCPPC]:

State method of deriving fair market value:

State assumptions underlying stated value [state the offered compensation without regard to the existence, removal, relocation, reconstruction, replacement of or other work on the WMATA Facilities and, if submitting a Proposal for Morgan Boulevard, the M-NCPPC’s requirement for a Gray memorial or commemoration, and then show Developer’s expectation of the cost of any removal, relocation, reconstruction, replacement of or other work on the WMATA Facilities and, if applicable, a Gray memorial or commemoration]:

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Tab 27: Ground Lease vs. Sale If a ground lease is proposed, respond to the following [if a purchase is proposed, skip to the next subsection below] Specify the desired lease term(s), both initial and renewal, not to exceed 98 years [this should be the same as the information provided under Tab 15 above]:

Nonrefundable Option Fee payable upon designation as Selected Developer:

$100,000.00

Predevelopment rent [if none, write “None”]:

Base ground rent (state whether base ground rent is payable up front or periodically and, in the latter case, identify the periods and a present value):

Annual base rent escalations (as a %), if base rent is not payable in full up front:

Anticipated commencement date for payment of base rent:

If portions of site are to be ground leased sequentially, describe method of determining consideration for each phase [if not applicable, so state]:

Adjusting base ground rent due to changes in circumstances:

Payment to WMATA of increase in land value due to re-entitlement or redevelopment during 25 years after closing:

State WMATA’s participating rent and whether it is calculated on gross or net income:

If using net income, define net income [if using gross income,

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write “not applicable”]: State WMATA’s share of proceeds from capital events and any deductions, limitations or qualifications from what counts as “proceeds from a capital event:”

State any provision for increasing rent after WMATA Replacement Facilities amortized [if none, write “none”]:

Other rent [if none, write “none”]:

If a purchase is proposed, respond to the following [if a ground lease is proposed, skip to Tab 28] Nonrefundable Option Fee payable upon designation as Selected Developer:

$100,000.00

Predevelopment payments [if none, write “None”]:

Purchase price:

If portions of site are to be purchased sequentially, describe method of determining consideration for each phase [if not applicable, so state]:

Adjusting base ground rent due to changes in circumstances:

Method of increasing purchase price if final approved density is greater than proposed:

Payment to WMATA of increase in land value due to re-entitlement or redevelopment during 25 years after closing:

Other value [if none, write “None”]:

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Tab 28: Sources and Uses of Funds Sources of debt:

Sources of equity:

Sources of other funds:

Uses of funds:

Tab 29: 15-Year Cash Flow Statement (using current dollars with an annual escalation rate of 3%) Financing Construction loan rate, term and amount:

Permanent loan rate, term and amount:

Loan-to-value ratio:

Equity as a percentage of total construction costs:

Revenues per year Office rent ($/gross sf, # of gross sf, and total):

Retail rent ($/gross sf, # of gross sf, and total):

Residential rent ($/dwelling unit, # of dwelling units, and total):

Hotel income ($/key, # of guest rooms proposed, and total):

Parking income ($/space, # of spaces proposed, and total):

Other revenues (specify):

Total revenues in $:

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Construction Costs Total hard costs:

Total soft costs (in $ and as % of hard costs):

Costs on a unit basis:

Cost per structured parking space:

Cost per surface parking space:

Cost of any WMATA garage or other WMATA Replacement Facility (broken out separately for each improvement):

Land value per sf:

Land value per FAR sf:

Ground rent or purchase price payable to WMATA:

Operating Costs per year Operating expenses in $:

Operating expenses in $/gross sf:

Operating expenses as a percentage of total revenues:

Include a predevelopment, development and operating pro forma in Microsoft Excel as required by Section 2.4.b, Tab 29, Part 2 Tab 30: Balance sheets Attach Developer’s balance sheets, income statements, and sources and uses of funds statements for the past three fiscal years Tab 31: References (at least two of the references should be lending institutions) Name and address of 1st reference:

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Name and address of 2nd reference:

Name and address of 3rd reference:

Names and addresses of any additional references:

Attach a letter from each reference stating that it will respond to inquiries from WMATA The Developer submits this Proposal Form to WMATA and agrees to be bound by it.

DEVELOPER: _____________________________________

Date: _____________, 201_ By: ________________________________ Printed Name: Title:

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ATTACHMENT B

[Issuing Bank L/C Letterhead]

IRREVOCABLE STANDBY LETTER OF CREDIT Letter of Credit No. ________________ Issue Date: _____________, 201_ APPLICANT: Name: _____________________________________________________ Address: ___________________________________________________ BENEFICIARY: Washington Metropolitan Area Transit Authority 600 Fifth Street, NW Washington, D.C. 20001 Attention: Director, Office of Real Estate and Station Planning Re: Issued in connection with JDS Number: _________________ Joint Development Site: _______________________________ Joint Development Solicitation Dated: ________________, 201_ Ladies and Gentlemen: At the request and for the account of the Applicant, we hereby open in your favor our irrevocable standby letter of credit in an aggregate amount of One Hundred Thousand and 00/100 US Dollars (USD $100,000.00), to be available for payment of your drafts drawn at sight on us in the form attached hereto as Exhibit A or as set forth below. Drafts drawn under this letter of credit (as same may have been or may be amended

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from time to time) shall be completely sufficient if in the form attached hereto as Exhibit A, and need not be endorsed on the letter of credit. We will accept any and all statements delivered pursuant to this credit as conclusive, binding and correct, without having to investigate or being responsible for the accuracy, truthfulness, correctness or validity thereof and notwithstanding the claim of any person to the contrary. This letter of credit shall expire, unless extended as provided herein, at 5:00 P.M. local time in Washington, D.C., on the date that is one (1) year after the date hereof. This letter of credit will be automatically extended without amendment for an additional period of twelve (12) months from the present and each future expiration date unless, not less than sixty (60) days prior to the then-relevant expiration date, we notify you by Registered Mail that we elect not to extend this credit for any additional period. If an expiration date is a Saturday, Sunday, legal holiday, or day on which we are not open for business on account of any other reason, the expiration date set forth above shall automatically be extended to our next regular business day. Upon your receipt of such a notification of non-extension, you may draw your sight draft on us prior to the then-relevant expiration date for the unused balance of this credit. Your sight draft must be accompanied by either a signed notice in the form of Exhibit A or your signed written statement that you received notification of our election not to extend. We agree to honor each draft drawn under and in compliance with the terms of this letter of credit if duly presented at our offices before the expiration of this letter of credit. We agree to deliver payment in full of each such draft without any processing, check, or other fees whatsoever to your offices as set forth hereinabove not later than thirty-six (36) hours (not including Saturdays, Sundays, legal holidays, or any day on which we are not open for business on account of any other reason) after the time of presentment by our cashier’s or teller’s check, by wire transfer, or via an automated clearinghouse, as Beneficiary directs. The original and/or any amendment of the credit under which drafts are presented by you need not be presented with any draft drawn thereunder in order to constitute a valid presentment, unless such draft is a full and/or final draft under this credit. Partial drawings under this letter of credit are permitted. This letter of credit is transferable and may be transferred more than once. This letter of credit shall be governed by the Uniform Customs and Practices for Documentary Credits (1993 Rev.), published by the International Chamber of Commerce Publication No. 500 (1993), and to the extent not so governed in accordance with the statutes and case law of the District of Columbia.

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Very truly yours, [Name of issuing bank] By: _____________________________________ Print name: ________________________________ Print title: __________________________________

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Exhibit A: Sight Draft SIGHT DRAFT Date: ____________________ AT SIGHT, pay to the order of the Washington Metropolitan Area Transit Authority the sum of _______________________________________________________________ Dollars (USD $________________). Drawn under Irrevocable Standby Letter of Credit No. __________ dated ____________________, 201_ (as it may have been extended or amended). The Washington Metropolitan Area Transit Authority, as Beneficiary under the foregoing Irrevocable Standby Letter of Credit, certifies to you that it is entitled to and demands payment of the proceeds thereof in the amount drawn as stated above. Washington Metropolitan Area Transit Authority By: _______________________________ Print Name: Title:

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ATTACHMENT C

RIGHT OF ENTRY AGREEMENT

(Attached)

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WASHINGTON METROPOLITAN AREA TRANSIT AUTHORITY RIGHT OF ENTRY AGREEMENT

THIS RIGHT OF ENTRY AGREEMENT (“Agreement”) is made and entered into this _____ day of _______________, 201__ by and between the WASHINGTON METROPOLITAN AREA TRANSIT AUTHORITY, a body corporate and politic, having a principal business address at 600 Fifth Street, NW, Washington, DC 20001 (“WMATA”) and __________________________________________________________________________________, a _______________________________________________________ formed under the laws of _______________________________________, having a principal business address at ______________________________________________________________________________________________________________________________________ (“Permittee”).

WITNESSETH:

WHEREAS, WMATA owns the Premises (as defined below); and WHEREAS, Permittee has requested and WMATA is willing to grant Permittee the non-exclusive

right to enter the Premises for due diligence activities, subject to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the foregoing, One Dollar ($1.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Incorporation of Recitals. The Recitals set forth above are incorporated herein by this reference

to the same extent and with the same force and effect as if fully hereinafter set forth.

2. Description of Premises. The property that is the subject of this Agreement is that certain tract of land, comprising approximately ___________ square feet, known as ____________, located in _________________ (the “Premises”).

3. Term of Agreement. This Agreement commences on the date hereof and, subject to Paragraph 10 below, terminates on ____________.

4. Use of Premises. WMATA grants unto Permittee, including, but not limited to, its officers, employees, contractors, subcontractors, guests, and agents, if any (hereinafter collectively and individually, “Permitted Users”), a non-exclusive license to enter onto the Premises for the sole purpose of conducting such non-invasive investigations, inspections, audits, analyses, surveys, tests, examinations, studies, and appraisals of the Premises as Permittee deems necessary or desirable, at Permittee's sole cost and expense, in order to determine whether the Premises are suitable for Permittee's purposes. Invasive testing, such as core drilling and soil sampling, is not permitted absent WMATA’s separate express written agreement. Permittee shall provide WMATA with copies of all work plans, sampling and analytical protocols, laboratory analysis results and reports, and surveys obtained in connection with this Agreement.

5. Coordination of Access. If the Premises are open to the public, access under this Agreement is allowed during all times the Premises are open to the public. Otherwise, access to the Premises shall be only Monday-Friday (except Federal holidays) during the hours of 9:00 am – 5:00 pm unless WMATA expressly grants Permittee written permission otherwise. Permittee shall coordinate with WMATA for entry on the Premises during hours the Premises are not open to the public and for the performance of any physical tests, investigations, analyses and/or studies of the Premises. Permittee shall give WMATA reasonable advance notice of prior to commencing any such physical tests, investigations, analyses and/or studies of the Premises. At WMATA's election, WMATA may designate

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a representative to accompany Permittee while on the Premises, in which event Permittee shall not enter onto the Premises unless so accompanied. Should a WMATA escort be necessary or appropriate, in WMATA’s sole and absolute discretion, Permittee shall pay the charges therefor, levied in accordance with WMATA’s standard rates, upon demand.

6. Non-Interference with WMATA Activities. Pursuant to the terms of this Agreement, Permittee

may only use the Premises in such manner and at such times as herein described and shall not interfere with the use, construction, maintenance, repair and/or operations of WMATA or of any tenant. Permittee or other Permitted Users shall not contact any tenant directly. Permittee shall not permit any mechanics' liens to be filed against the Premises or any part thereof. The requirements of this Paragraph shall survive the expiration or any earlier termination of this Agreement.

7. Damage to WMATA Property. Permittee and other Permitted Users shall not materially alter or

disturb the Premises. Permittee shall be responsible for, and must make good at its own expense, all damage to WMATA property caused by its acts or those of the Permitted Users and others acting on behalf of Permittee. Permittee shall carry out such repair, restoration, or replacement within fifteen (15) business days of Permittee’s receipt of notice from WMATA except in the case of any emergency as determined by WMATA in its sole discretion, in which event Permittee’s obligation of repair or replacement shall be immediate upon receipt of notice from WMATA. The requirements of this Paragraph shall survive the expiration or any earlier termination of this Agreement.

8. Indemnification.

a. Permittee shall, and shall require all of its contractors and subcontractors, to indemnify and save harmless WMATA, its directors, officers, employees and agents from all liens, liabilities, obligations, damages, penalties, claims, costs, charges and expenses (including reasonable attorney’s fees and court costs), of whatsoever kind and nature, occurring in connection with, or in any way arising out of any activity carried out by Permittee or other Permitted Users pursuant to this Agreement.

b. If any action or proceeding as described in this Paragraph is brought against WMATA,

then, upon written notice from WMATA to the indemnitor the indemnitor shall, at the indemnitor’s expense, resist or defend such action or proceeding by counsel approved by WMATA in writing, such approval not to be unreasonably withheld, but no approval of counsel shall be required where the cause of action is resisted or defended by counsel of any insurance carrier obligated to resist or defend the same.

c. Permittee understands and agrees that it is Permittee’s responsibility to provide

indemnification to WMATA pursuant to this Paragraph. The provision of insurance, while anticipated to provide a funding source for this indemnification, is in addition to any indemnification requirements. The failure of Permittee’s insurance to fully fund any indemnification shall not relieve Permittee of any obligation assumed under this Agreement.

d. The requirements of this Paragraph shall survive the expiration or any earlier termination

of this Agreement.

9. Insurance.

a. As may be required in any insurance policy carried by Permittee, this Agreement is understood and agreed to be a written contract or an insured contract between Permittee and WMATA. It is Permittee’s responsibility to ensure adequate and complete coverage

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as contemplated in this Agreement. Permittee understands and agrees that WMATA is a self-insured governmental entity and that the insurance and indemnification provided by Permittee under the terms of this Agreement shall be primary. Permittee agrees that to the extent any endorsement contemplates issuance of a permit by a state or political subdivision, WMATA shall be considered a state or political subdivision issuing a permit for the purposes of those policies and endorsements.

b. Permittee shall, at its own cost and expense, provide, maintain, and keep in force at all

times during the term of this Agreement and any renewal or extension hereof, the following types of insurance. A certificate evidencing this coverage shall be delivered to WMATA and, upon WMATA’s request from time to time, copies of the applicable insurance policy(ies) shall be delivered to WMATA at no charge or cost to WMATA.

i. Commercial General Liability Insurance. A Commercial General Liability Insurance

policy issued to and covering the liability for all work and operations under or in connection with this Agreement and all obligations assumed by Permittee under this Agreement. The coverage under such an insurance policy shall have at least the following limits:

Bodily Injury and Property Damage Liability $1,000,000 Each Occurrence; $2,000,000 Aggregate

Premises Medical Payments $5,000

Fire Legal Liability (if applicable) $1,000,000 Personal Injury/Advertising $1,000,000 or Combined Single Limit not less than

$2,000,000

WMATA shall be named as an additional insured under the coverage for Commercial General Liability Insurance with respect to all activities under this Agreement.

ii. Automobile Liability Insurance. A commercial auto insurance policy covering the use

of all owned, non-owned, hired, rented or leased vehicles bearing valid license plates appropriate for the circumstances for which the vehicles are being used. These vehicles should bear license plates applicable to the state laws for which the vehicle(s) are registered. Liability for a contractor's mobile equipment is not subject to this coverage and therefore the aforementioned general liability insurance is required. The coverage under such an insurance policy or policies shall include mandatory Uninsured Motorist Coverage where applicable.

The coverage under such an insurance policy or policies shall have limits not less than $2,000,000 Combined Single Limit for Bodily Injury and Property Damage Liability and not less than $50,000 for Uninsured Motorist Coverage.

WMATA must be named as an additional insured under the auto liability insurance coverage with respect to activities related to this Agreement.

iii. Insurance Companies. Insurance companies providing the aforesaid coverages must

be rated by A.M. Best or a comparable rating company and carry at least an “A-:VII” rating. All insurance shall be procured from insurance or indemnity companies acceptable to WMATA and licensed and authorized to conduct business in the District of Columbia, the Commonwealth of Virginia and the State of Maryland.

10. Termination of Agreement. WMATA may revoke the license granted herein at any time upon

notice thereof to Permittee, in which event all rights of access granted to Permittee shall

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immediately terminate. Permittee's obligations pursuant to Paragraphs 6, 7 and 8 hereof shall survive any termination of this Agreement.

11. Non-Liability of WMATA. WMATA shall have no liability for the actions or negligence of Permittee

or the Permitted Users. Neither the grant of this right of entry, nor any provision thereof, shall impose upon WMATA any new or additional duty or liability or enlarge any existing duty or liability of WMATA. Nothing in this Agreement shall be deemed to waive WMATA’s immunity as a sovereign entity.

12. WMATA Compact. Permittee understands and agrees that in no event shall Permittee assert for its

own benefit, or attempt to claim or assert, an exemption or immunity available to WMATA under the Washington Metropolitan Area Transit Authority Compact, Public Law 89-774, 80 Stat. 1324, as same may be amended (the “WMATA Compact”).

13. Governing Law. This Agreement shall be governed by the laws of the District of Columbia without

regard to its principles of conflicts of laws, except that, to the extent that state law conflicts with the WMATA Compact, WMATA shall be governed by the WMATA Compact.

14. Jurisdiction and Venue. Jurisdiction and venue over any suit, action or proceeding arising under or

relating to this Agreement shall lie solely in the jurisdiction in which the Premises are located. 15. Entire Agreement. This Agreement constitutes the entire agreement between the parties except to

the extent that there is, or at any time during the term of this Agreement, shall be, a joint development agreement for the ground lease or sale of the Premises between WMATA and Permittee; in that event, this Agreement shall be supplementary to any such joint development agreement and, in the event of any conflict or inconsistency between them regarding the subject matter of this Agreement, the terms of this Agreement shall govern. The parties acknowledge that no representations or warranties have been made except as set forth herein. This Agreement shall not be modified or amended in any manner except by an instrument in writing executed by the parties as an amendment to this Agreement.

15. Counterparts. This Agreement may be signed in counterparts, each of which together shall

constitute one single agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date and year first written above.

WASHINGTON METROPOLITAN AREA TRANSIT AUTHORITY By: ______________________________________ Printed Name: Contracting Officer PERMITTEE: _____________________________________________ By: ______________________________________ Printed Name: Title:

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ATTACHMENT D

PRINCE GEORGE’S COUNTY CERTIFICATIONS

Developers submitting Proposals for the Morgan Boulevard Metro Station property must complete the following Prince George’s County certifications in addition to those required by WMATA.

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VENDORS OATH AND CERTIFICATION

Pursuant to Subtitle 10, Section 10A-110 of the Prince George's County Code, the Purchasing Agent requests as a matter of law that any contractor receiving a contract or award from Prince George's County, Maryland, shall affirm under oath as below. Receipt of such certification, under oath, shall be a prerequisite to the award of contract and payment thereof. "I (We) hereby declare and affirm under oath and the penalty of making a false statement that if the contract is awarded to our firm, partnership or corporation that no officer or employee of the County whether elected or appointed, is in any manner whatsoever interested in, or will receive or has been promised any benefit from, the profits or emoluments of this contract, unless such interest, ownership or benefit has been specifically authorized by resolution of the Board of Ethics pursuant to Section 1002 of the Charter of Prince George's County, Maryland; and I (We) hereby declare and affirm under oath and the penalty of making a false statement that if the contract is awarded to our firm, partnership or corporation that no member of the elected governing body of Prince George's County, Maryland, or members of his or her immediate family, including spouse, parents or children, or any person representing or purporting to represent any member or members of the elected governing body has received or has been promised, directly or indirectly, any financial benefit, by way of fee, commission, finder's fee, political contribution, or any other similar form of remuneration and/or on account of the acts of awarding and/or executing this contract, unless such officer or employee has been exempted by Section 1002 of the Charter of Prince George's County, Maryland. Handwritten Signature of Authorized Principal(s): Name: Title:

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STATEMENT OF OWNERSHIP AND BIDDER QUALIFICATION AFFIDAVIT Part “A” below requires a business entity, when responding to a solicitation, to provide a statement of ownership as a condition of eligibility to receive a contract from Prince George's County. Part “B” is an affidavit of "No Conviction" for bribery, attempted bribery, or conspiracy to bribe, and is required under Section 16-311 of the Maryland State Finance and Procurement Article. NOTE: Submission of completed document is prerequisite to award. PART "A" – STATEMENT OF OWNERSHIP 1. Full name and address of business: Street Number City and State Zip Bus. Phone w/area code 2. Is the business incorporated? yes no 3. Other names used by business i.e., T/A . Non-Corporate Business If response to Item #2 above is “No,” list the name and business and residence address of each individual having a ten percent (10%) or greater financial interest in the business. (You may then proceed to sign this Statement and proceed to Part “B.”) Name Business Address Residence Address If the response to Item #2 above is “Yes,” fill out the remainder of this Part “A.” Corporate Business Entities Is the corporation listed on a National Securities Exchange? yes no 4. List the names of all officers of the corporation, their business and residence addresses and the date they assumed their respective offices. Name Office Date Office Assumed Home Address Business Address 5. List the names of all members of the current Board of Directors, their business and residence addresses, the date each member assumed office and the date his/her term as a Director shall expire (if any). Name Date Office Assumed Date Term Expires Home Address Business Address 6. List the names and residence addresses of all individuals owning at least ten percent (10%) of the shares of any class of corporate security, including but not limited to stocks of any type or class and serial maturity bonds of

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any type or class. Name Residence Address This Financial Disclosure Statement has been prepared by ____________________________________ ___________________________________________________ on this _______ day of ________________, 20___. _____________________________________________ Signed by Preparer PART "B" - BIDDER'S QUALIFICATION AFFIDAVIT 1. I am the ___________________ of ________________________________________________________, a party interested in obtaining a contract with Prince George's County under conditions set forth in documents for Washington Metropolitan Area Transit Authority Joint Development Solicitation 2013-05. 2. Upon examination of relevant records and to the best of my knowledge, no officer, director, partner or employees of the aforementioned business entity has, on the basis of acts committed after July 1, 1977, been convicted of, or entered a plea of nolo contendere to, a charge of bribery, attempted bribery or conspiracy to bribe under the laws of the State of Maryland, any other state, or the federal government other than those listed on the attachment to this affidavit (attachment should list name, title, offense, place and date of conviction or plea). I have been authorized to make this statement on behalf of the aforementioned party. _________________________________ (Signature)

ACKNOWLEDGMENT (Corporate) I, ______________________________________________________________________, certify that I am the ___________________________________________________ of __________________________________ and that ______________________________________________________________________ who signed the above Statement of Ownership and Bidder Qualification Affidavit is the _______________________________________ of said entity; that I know his/her signature, and his/her signature thereto is genuine; and that the above Statement of Ownership/Bidder’s Qualification Affidavit was duly signed, sealed, and attested for in behalf of said entity by authority of its governing body. Further, under penalty of perjury I solemnly affirm that the contents of the foregoing Statement of Ownership/Bidder’s Qualification Affidavit are true to the best of my knowledge, information and belief. ____________________________________ (SEAL) (Name Printed) ____________________________________ (SEAL) (Signature) ____________________________________ (SEAL) Corporate Seal (as applicable

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STATEMENT OF FINANCIAL RESPONSIBILITY

1. Is the applicant a subsidiary of or affiliated with any other organization(s), corporation(s), or any other firm(s)? Yes _______ No__________ 2. If “yes,” list each such organization, corporation or firm by name and address; specify the applicant’s relationship, and identify the officers, directors or trustees common to the applicant. ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ 3. List sources and amount of cash available to meet equity requirements of the proposed venture: a. in banks (include names, addresses, telephone numbers and amounts) ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ b. by loans from affiliated or associated organizations, corporations, or firms (include names, addresses, telephone numbers and amounts) ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

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STATEMENT OF FINANCIAL RESPONSIBILITY, cont’d

4. List the names and addresses of all bank references ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ 5. Financial condition of applicant: attach previous (audited statements preferred) two years of financial statements. 6. Bankruptcy: Has the applicant or, if applicable, the parent corporation or any subsidiary or affiliated corporation of the applicant or said parent corporation, or other interested parties been adjudged bankrupt, either voluntarily or involuntarily, with the past ten years? YES______________ NO____________ If yes, give date, place and under what name: ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ 7. If the applicant wishes, additional statements can be attached as evidence of the applicant’s qualifications and/or financial responsibility.

wmata joint development solicitation 2013

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