BJZ1225 Request for Proposals and Statements of Qualifications City of Dallas Browder Street Plaza Retail Development/Leasing/Management Opportunity

200 block of South Browder, between Commerce and Jackson, in Downtown Dallas

RFP Issued by: Business Development & Procurement Services Department In cooperation with: The Office of Economic Development, City of Dallas and Downtown Dallas, Inc. Downtown Dallas 360 Plan City Design Studio Date Issued: March 29, 2012

Due Date: Wednesday, May 9, 2012 on or before 2:00 PM, C.S.T.

Process for Submission of Proposals Description / Background The City of Dallas is issuing this open request for proposals (RFP) for qualified parties interested in obtaining a license from the City of Dallas in order to construct, develop, and operate several small retail spaces in Browder Plaza, located in the heart of downtown Dallas. Browder Plaza, between Commerce Street and Jackson Street, is adjacent to one of downtowns largest employers, AT&T. The City of Dallas has recently allocated $500,000 for park and pedestrian improvements to the public space within the plaza. The City hired Hocker Design Group to provide a conceptual design for landscaping, shade, street furniture, paving, and other pedestrian and plaza improvements. (See Exhibit C: Browder Street Design Guidelines.) Downtown Dallas, Inc. has proposed designs for glass box retail spaces on private property adjacent to the public plaza space. (See Exhibit D: Glass Box Retail.) The proposed plaza design allows for strong pedestrian travel flow north/south through the space, encourages visitors to linger, and provides space and furniture for retail/restaurant outlets, as well as event programming. Construction of the improvements is scheduled to begin in 2012. The plaza is adjacent to AT&Ts corporate headquarters and within a couple of blocks of the Joule Hotel, the Adolphus Hotel, the Magnolia Hotel, Main Street, Neiman Marcus, Dallas City Hall, the main Dallas Public Library, and several large office buildings. The portion of the AT&T building that faces Browder is home to Einsteins Bagels. The space is envisioned to be an active retail and restaurant plaza, with multiple vendors activating the space from early morning to late evening, seven days a week, most days of the year. Planned programming and operating times will be evaluated as part of the proposal. The plaza design is flexible and, along with the adjacent privately owned vacant lot, will accommodate multiple types of small retail spaces, from vendor carts to small glass box retail spaces. Approximately 900 square feet of cart/vending space is available for free-standing retail/restaurant carts and/or kiosks within the 14,500 square-foot plaza itself. Separately, approximately 10,000 square feet is available within the adjacent DP&L building and approximately 5,500 square feet is available for small glass box retail spaces on the currently vacant adjacent private lot. Proposers must clarify whether they intend to use both the public space and the adjacent private space or not. In addition, proposals must substantially comply with the design concepts outlined by Hocker Design Group in the Browder Plaza Design Guidelines document. Regardless of whether the successful proposer intends to use only the public space or both the public and adjacent private space, cooperation with adjacent land owners will be required. (See Exhibit B: Plaza Maps). Additional incentives may be available, including retail incentives, incentives related to construction of the glass box retail spaces, and other funds for capital improvements in the plaza space.

Browder RFP, City of Dallas, TX

Overview The City of Dallas, Office of Economic Development, is working with Downtown Dallas, Inc, and downtown property owners to bring additional retail and restaurant establishments to the center of downtown Dallas, in conformance with the Downtown 360 Plan. The City of Dallas currently has bond funding to make capital improvements in Browder Plaza, the Browder Street right of way between Commerce Street and Jackson Street. Browder Plaza is pedestrian space located between the AT&T headquarters buildings and the recently renovated Dallas Power and Light (DP&L) Building. This site is across the street from three popular downtown hotels: the Joule, the Magnolia, and the Adolphus. The planned renovation of the space, including additional landscaping, shade structures, moveable chairs, etc. offers an exciting opportunity for small-scale retail and restaurant activity in the heart of downtown. Downtown Dallas currently has a daytime population of over 75,000 and over 7,000 residents. Over 50,000 people live within a 1 mile radius of downtown, and over 5,000 live within a 5 minute walk of Browder Plaza. (See attached Exhibit A: Adjacent Population). Thousands of visitors travel to downtown for conventions and vacations every year. The successful applicant will be allowed to negotiate with the city a license for the 14,500 square foot plaza in which license fees may be offset by the cost of maintaining the plaza space. (See Exhibit B: Plaza Maps). The successful plan will draw residents, downtown workers, and travelers from morning to evening and will merchandise, market, and manage a successful mix of restaurant, retail, and entertainment activities in small glass box retail buildings and/or other design-approved vendor kiosks and carts. (See Exhibit C: Browder Street Design Guidelines and Exhibit D: Glass Box Retail) Browder Plaza is a key element of the Main Street District Retail Activation Strategy, (Exhibit E) a complementary plan to Downtown Dallas 360 that recommends block-by-block improvements to the public and private realm in the district. For over a decade, the City of Dallas and private property owners have prioritized the area as one of the key neighborhoods of downtown that will catalyze revitalization. The overall vision is to tenant the entire area with a diverse mix of shopping, entertainment and dining uses that complement patrons ranging from the flagship Neiman Marcus customers (the districts anchor), to downtown residents, employees and visitors. Preliminary Timeline The City of Dallas intends to select a partner vendor by the end of August, 2012. Schematic design and design development phases of the project will begin shortly thereafter with the goal of completing reconstruction of Browder Plaza by fall 2013. Tenant finish out and tenant move-ins would be completed immediately following. Prospective vendors are encouraged to include plans for temporary use of the space prior to construction commencing on the permanent improvements.

RFP Purpose and Vendor Selection Criteria /Award

Browder RFP, City of Dallas, TX

The City of Dallas is issuing this open request for proposals (RFP) for qualified parties interested in obtaining a license from the City of Dallas in order to construct, lease and operate several small retail spaces in Browder Plaza, located in the heart of downtown Dallas. The award shall be made in its entirety to the most advantageous proposer that demonstrates compliance with this specification, produces the strongest business proposal, complements the surrounding environment, provides maximum activation of the space, and provides the maximum financial benefit at the lowest cost to the City. The successful applicant will also be able to make minor modifications to planned public improvements in the plaza and oversee construction activities on the tenant improvements. Preferred Qualifications A. Proven experience in urban plaza/park spaces, or with mobile food vending areas. B. Both respondent as an entity and individual team members should have a minimum of three (3) years prior experience in providing and/or managing retail, food, or related services, or 1 years of direct experience managing food cart businesses, including excellent restaurant/retail programming experience, excellent event planning and marketing experience. Experience managing food and vending carts a plus. C. Proven financial capacity to contribute to tenant improvements and, through self or partners, to equip and operate small retail and/or restaurant spaces. D. Adequate cash reserves to operate the retail and/or restaurant portion of the project for a minimum of two years. Description of Services Required / Contract Form The successful applicant will execute a vending, operation, license, and maintenance contract with the City of Dallas, with an option to execute similar with adjacent property owners. The expected duration of the contract is 10 years, with an option for a 10 year extension at the Citys discretion. The successful applicant will be required to:
A. Execute a license agreement for 14,500 square feet of City right of way in Browder Plaza.

(This license requires consent of both the City and abutting property owners.)
B. Develop, equip, operate, maintain, and promote specialty food service, retail stores, and

event programming at Browder Plaza.

C. Provide services appropriate to the urban nature of the plaza and according to the Citys

guidelines.
D. Operate during regular hours and days of operation and organize both regular and special

events.
E. Operate and maintain the plaza, including landscaping, plaza surface and sidewalk

maintenance; provide and maintain outdoor furniture and shade structures; maintain lighting; and conduct housekeeping duties, including trash removal, potentially in lieu of rent or license fees paid to the City. F. Comply with the letter and spirit of current and subsequent guidelines or plans, including Downtown 360 Plan amendments or updates, management plans, and others.

Browder RFP, City of Dallas, TX

G. Provide and follow an operation plan and facility plan that clearly demonstrates the

H. I.
J. K. L. M.

N.

proposers ability to provide accessible services and facilities that comply with ADA guidelines. Install and maintain appropriate signage in accordance with the Citys sign ordinance. Maintain the premises in a good, safe and sanitary condition. Provide a continuing performance bond in the amount of one years minimum annual rent as bid and adjusted per CPI increase(s). Pay for all taxes applicable to the operation of the retail/restaurant space and all utility services. Provide general liability, workers compensation, fire insurance, and other insurance as may be required by the City. Obtain all necessary licenses, permits, and approvals as set forth in the contract and abide by all applicable health, safety, and environmental codes and regulations. (Information is available from the Citys website, www.dallascityhall.com). Demonstrate compliance with labor laws, including certification regarding the employment of undocumented workers.

Submission Information Each firms proposal must be typed and submitted in ten (10) copies and one (1) original clearly marked. The submission shall be transmitted with a cover letter signed by the submitting firms authorized representative identifying its interest in serving as agent for the project, identifying general contents of the transmittal and identifying the name, address and telephone number of the firms contact person. The submission proposal should be organized in the following manner: A. Introduction a. An overview of the proposal, including an introduction to the proposer, his/her experience, types of retail/restaurant planned, etc. b. Contact information, including a primary contact name, mailing address, phone number, and e-mail. B. Design and operations elements a. Pictures/images/renderings. Submit images of proposed carts, kiosks, buildings, and structures. Submit a site plan of the location of the proposed vending outlets. Submit estimated costs for construction/purchase of carts, building, kiosks, and other tenant improvements as proposed. b. Explanation of how proposal will meet the goals of the Citys Downtown Dallas 360 Plan, Complete Streets Initiative, environmental awareness, existing design guidelines, and current zoning. Any required zoning changes will be considered but must be explained in the application. c. Leasing plan for tenants i. Describe types of tenants, including proposed square footage. ii. Describe plans for leasing vacant space, removing incompatible tenants, etc. iii. If possible, list specific potential tenants daily hours of operation. d. Description of operations
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i. Time/duration of operation, food/retail descriptions, size of vending outlets, etc. ii. Proposed event planning/programming. iii. Marketing and advertising plan. iv. Describe plan for remedying poor performance of tenants. v. Describe length of leases and plans for turning space. vi. Information on how these proposed food/retail establishments and proposed events have done elsewhere, if applicable. vii. Plan for community involvement and customer service. viii. Proposed maintenance plan for sidewalks, plaza surface, landscaping, trash removal, street furniture maintenance, etc. ix. The Operations Plan should demonstrate an understanding of and commitment to achieving the objectives of this RFP. Greater consideration will be given to proposals that demonstrate proposers ability and commitment to implement the plan and provide highquality goods and services that are consistent with the intent of the RFP. C. Experience/background a. Strengths/weaknesses/experience - Describe the proposers retail/restaurant development and management experience. Provide examples of retail/restaurant projects the proposer has developed including a description of the projects with photographs. b. Five references from projects of similar scope. c. Summary of the proposers key personnel, including the principal that will be assigned to this project, their qualifications and the role they will play in the development. d. Preference will be given to proposers who have a minimum of three (3) years experience owning, managing or operating a business of similar type, size and scope as the retail/restaurant operations set forth and described in this RFP. (Refer to the Preferred Qualifications section for details.) D. Finance information a. Proposers must present evidence satisfactory to the City demonstrating their ability to finance, construct, operate, and maintain the plaza facilities as proposed. The proposers statement of financial capability must include the source of funding and detailed information including: i. Source of funding and cost of concession development: Identify and describe the specific source of funding that the business will use to undertake the project as proposed. If funds are to be used from outside sources (i.e., parent company, third party, LLC partners, etc.), provide documentation, such as a recent bank statement, balance sheet, income statement, and/or other supporting documents, to demonstrate these funds are available and unconditionally committed to this concession project. In addition, if funds are to be borrowed to finance any portion of the total investment, proposer must provide loan commitment documentation such as a letter-of-intent from the individual, bank, or other lending entity indicating the minimum amount to be loaned and any applicable percentage rate. The loan commitment may contain the qualification that the loan will be consummated only upon award of an agreement with the City; otherwise the commitment must be irrevocable and unconditional. ii. Business financial statements (cash flow, balance sheet, and statement of profit and loss): Use the business financial statement to describe the current and true condition of the business assets, liabilities, and net worth. Round figures to the nearest dollar. If the
Browder RFP, City of Dallas, TX 6

business is a partnership or joint venture, each general partner or joint venturer must individually submit a business financial statement. Proposer may provide copies of forms filed with the Internal Revenue Service, where applicable. iii. Evidence of sufficient cash and/or other reserves to maintain operations for a 2 year period. iv. Projected financial statements: Submit projected cash flow, balance sheet, and income statement. Include assumptions on initial construction costs for tenant improvements, rental rates, operating expenses (including operating and maintenance expenses for the plaza itself), vacancy, collection losses, estimated sales (taxable and non-taxable), marketing, etc. b. Describe any litigation the proposer is engaged in that may interfere with the proposers effectiveness on this project. c. Benefit to city provide information on estimated sales per square foot, annual revenue, sales dollars to the city, etc. d. Cost to city: provide information on requested city incentives, if any. Developer Selection Criteria The following parameters will be used to evaluate the submittals: Design and operations criteria: (40 points)
A. The degree to which the proposed design, leasing plans, and operations plans are

compatible with and the Citys Downtown 360 Plan, Complete Streets Initiative, environmental awareness, and existing design guidelines. B. Ability for the proposed improvements and operations to successfully activate the space, engage the surrounding environment, and create a desirable public space and additional destination within downtown. Experience and track record: (25 points)
A. Proven track record of bidder to fully tenant space, market area, and maintain operations

for a minimum of two years. B. The qualifications and experience of each team member to be assigned to the development team Finance criteria: (25 points)
A. The ability of the proposer to obtain financing for the project B. The proposers financial capacity. C. Increase of public revenues through positive economic impact such as

a. Long-term employment opportunities b. Sales tax revenue to City c. License fees on Browder Plaza/value of off-set maintenance costs Additional criteria: (10 points) A. The degree to which the RFP is completed according to these directions.
Browder RFP, City of Dallas, TX 7

Pre-proposal conference The City will hold a site visit and pre-proposal conference for potential proposers concerning our requirements. The site visit and pre-proposal conference will be held at Dallas City Hall, 1500 Marilla, Room 3FS, Dallas, Texas 75201 on April 12, 2012 at 9:00. This will be the only opportunity for prospective proposers to talk directly with the City representatives who will lead this process for the City. If information of a significant nature comes out of this meeting, it will be incorporated into an addendum to be posted after the pre-proposal conference at www.bids.dallascityhall.org. Site Visit We will meet at Dallas City Hall Room 3FS on April 12, 2012 at 9:00 am and walk to the site for a tour. Please wear comfortable clothing and shoes. We will then come back to City Hall to review the proposal and answer questions. This RFP can only be modified by written addendum. Verbal agreements or statements are not official and are non-binding on the City. All responding parties are encouraged to attend this pre-proposal meeting. The purpose of this meeting is to address potential respondents questions concerning the requirements of the RFP. Questions about the Request for Proposals and related issues The below listed buyer is the sole point of contact in the City with regard to all procurement and contractual matters relating to the services described herein. The Citys Business Development & Procurement Services Department is the only office authorized to change, modify, amend, alter, or clarify the specifications, terms and conditions of this RFP. All communications concerning this procurement must include the proposal number and should be addressed to: Carolyn Schwartz Business Development & Procurement Services Dallas City Hall 1500 Marilla Room 3FS Dallas, Texas 75201 Fax: 214-670-4793 E-mail: Carolyn.schwartz@dallascityhall.com If the proposer does not ask questions or clarify assumptions, the City will assume the proposer agrees with and understands the Citys requirements. Selected proposers must be able to legally conduct business in the State of Texas. Proposal Submissions:

Browder RFP, City of Dallas, TX

Proposals shall be delivered in person or by mail at Dallas City Hall, (1500 Marilla St. #3FN, Dallas, TX 75201) by 2:00 p.m. on the proposal due date. Starting at 2:01 p.m. on the proposal due date, proposal submissions will not be accepted and will be returned to the bidder unopened. Questions regarding this proposal shall be directed to the buyer in writing. Note All Addendums and any additional applicable correspondence (general information, questions/responses) to this proposal will be made available exclusively through the City of Dallas website for viewing/retrieval at www.bids.dallascityhall.org. Contractors are solely responsible for frequently checking the website for updates to the solicitation. Addendums to this solicitation can be located at the following website: www.bids.dallascityhall.org. Selection of best qualified proposals The City of Dallas will review the proposals submitted by all proposers. On the basis of the evaluation criteria, the City of Dallas will determine which proposal is most advantageous for the award of the contract. The City of Dallas may at any time investigate a proposers ability to perform work. The City of Dallas may ask for additional information about a company and its work on previous contracts. Proposers may choose not to submit such information in response to City of Dallas request; however, if failure to submit such information does not clarify the Citys questions concerning the ability to perform, the City may discontinue further consideration of a particular proposal. The City of Dallas would typically be interested in previous experience in performing comparable work, staffing and personnel turnover, financial statement of resources for current and past periods and other relevant information. Please be aware that the City of Dallas may use sources of information not supplied by the proposer concerning the abilities to perform this work. Such sources may include current or past customers of the organization; current or past suppliers; articles from industry newsletters or other publications or from non-published sources made available to the City of Dallas. Discussion with reasonably qualified proposers After selection of best qualified proposers, the Evaluation Committee may determine that oral presentations are required before making a final decision. The City will invite the proposers with the highest evaluation scores to make such presentations. Discussions will be on an individual basis and closed to third parties and other proposers. During the presentation, the City of Dallas and the proposer will review in detail all aspects of the Citys requirements and the proposal. During these reviews, the proposer may offer revisions and the City of Dallas may accept the revisions in the proposal. Similarly, the City may ask for revisions, and the proposer may accept.
Browder RFP, City of Dallas, TX 9

The City expects to accept the best and final offer that most meets the Citys criteria. The City may accept an initial proposal without additional presentations if the City judges such proposal to be far superior to all other competing proposals; the City also reserves the right to reject all proposals. Rejection or Acceptance of Proposals This Request for Proposals does not commit the City to award any contract. The City of Dallas reserves the right to reject any or all proposals, to waive technicalities or irregularities, and to accept any proposal it deems to be in the best interest of the City. The City of Dallas shall not be liable for any costs incurred by any firm responding to this RFP. Confidentiality In accordance with Chapter 252, Texas Local Government Code, V.T.C.A., proposals shall be opened so as to avoid disclosure of contents to competing proposers and kept secret during the process of negotiation. Proposals will not be publicly read. It is the responsibility of the proposer to clearly mark RFP confidential and identify all portions of the proposal, which, in the proposer's opinion, contain trade secrets, confidential information, and other proprietary information. Trade secrets and confidential information contained in the proposals shall not be open for public inspection at any time. Disqualification of proposers Proposers may be disqualified for any of the following reasons:

Reason to believe collusion exists among the proposers The proposer is involved in any litigation against the City of Dallas The proposer is in arrears on an existing contract or has failed to perform on a previous contract with the City of Dallas Lack of financial stability Failure to use the City of Dallas approved forms

Invoices It is the vendors responsibility to obtain the correct address for mailing invoices and to submit correct invoices. The Citys goal is to pay invoices within 30 days after being received.

Incorrect invoices will be returned to the vendor. Invoices mailed to the wrong address will delay payment.

Addendums

Browder RFP, City of Dallas, TX

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It is important to read any and all addendums posted on this proposal as there could be important date changes as well as revisions /additions to these specifications. Insurance Requirements: Insurance requirements will be posted on Addendum 1

Browder RFP, City of Dallas, TX

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