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HOWARD UNIVERSITY

REQUEST FOR PROPOSAL NO. 08/056I/CIB SUBMIT By: June 10, 2008

Howard University Materials Management Department

2244 Tenth Street, NW Room 413, 4th Floor

Washington, DC 20059

REQUEST FOR PROPOSAL

FOR

Howard Town Center Multi-Purpose Project

George Varghese Interim Director

Materials Management Department

May 6, 2008 Date

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Table of Contents Section 1 – Project Introduction..................................................................................................................... 3

The Opportunity......................................................................................................................................... 3 The Site..................................................................................................................................................... 4 Zoning ....................................................................................................................................................... 4 The Project ................................................................................................................................................ 5 Site Visits .................................................................................................................................................. 6

Section 2 – Developer Agreement, Ground Lease and Other Guidelines...................................................... 6 Selected Developer’s Responsibilities and Development Agreement ....................................................... 6 Ground Lease ........................................................................................................................................... 7 Howard University Oversight ..................................................................................................................... 9 Design and Use Objectives ..................................................................................................................... 10 Code of Ethics and Conduct.................................................................................................................... 10 Civil Rights .............................................................................................................................................. 11 Representations and Warranties of Respondents ................................................................................... 11 Local, Small and Disadvantaged Business Enterprises .......................................................................... 11 First Source Employment Agreement...................................................................................................... 12

Section 3 – Proposal Procedure, Timing and Requirements ....................................................................... 12 Proposal Procedure and Timing .............................................................................................................. 12 Proposal Submission Requirements and Format .................................................................................... 13

Part 1 – Identification of Team ............................................................................................................ 14 Part 2 – Team Member Qualifications................................................................................................. 15 Part 3 – Development Program and Conceptual Plans....................................................................... 15 Part 4 – Timeline................................................................................................................................. 16 Part 5 – Development Pro Forma ....................................................................................................... 16 Part 6 – Financing Plan....................................................................................................................... 16 Part 7 – Ground Lease Terms............................................................................................................. 17

Review Process and Primary Evaluation Criteria .................................................................................... 17 Primary Evaluation Criteria ................................................................................................................. 17

Disclaimer and General Conditions ............................................................................................................. 18 Disclaimer ........................................................................................................................................... 18 General Conditions ............................................................................................................................. 18 “As-Is” Condition ................................................................................................................................. 19

Appendices.................................................................................................................................................. 20 A. Site Plan ......................................................................................................................................... 20 B. Sample Development Program....................................................................................................... 21 C. Sample Construction Budget .......................................................................................................... 22 D. Sample Financial Assumptions and Pro Forma Estimates ............................................................. 23

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Section 1 – Project Introduction

The Opportunity This Request for Proposals (“RFP”) is an invitation from Howard University (“Howard”) to qualified private real estate developers (the “Respondents”) to plan, finance, build and operate a first-class, mixed-use development at 2112-2146 Georgia Avenue, N.W. (Square 2877, Lots 930 and 933), a 2.2-acre site in Washington D.C.’s Shaw/Columbia Heights neighborhood. The proposed development (the “Project”) is called the proposed Howard Town Center development. The Project is three blocks from the Shaw-Howard University Metro Station, directly across the street from Howard’s campus, and features excellent frontage on Georgia Avenue, a highly dynamic location within the District of Columbia (the “District”). Howard seeks to convey the property under a long-term Ground Lease or other similar, binding, long-term legal arrangement to the selected developer (the “Selected Developer”). Details of the proposed legal arrangement, including payments terms, financing, structure and duration, are to be included in each submission. To accomplish the development of this outstanding parcel, an integrated package of development services from the private sector is sought, including: planning and design, construction, sales/leasing and management and long term ownership of the improvements. The proposed development must include rental apartments, retail (including a grocery store), and parking. Other uses, such as office space, are also encouraged. The development must incorporate sustainable building practices, such as LEED or Energy Star Certifications, and be consistent with the District of Columbia Green Building Act of 2006 (DC Official Code Section 6-1451.01, et seq. The quality of the Project’s design should complement that of the Howard campus and achieve the goals of the District of Columbia’s Duke plan, which establishes goals for development in the surrounding area. (See “Duke: Development Framework for a Cultural Destination for Greater Shaw/U Street” (the “Duke Plan”); visit www.dc.gov/planning). Other specific submission requirements for the response are detailed in Section 3 of this RFP. Significant public-private investments have recently been made and are also proposed in the vicinity of the proposed Project. Infrastructure improvements are planned to be funded through the District government’s Great Streets program. Numerous residential condominiums and rental apartments have been developed around this lower Georgia Avenue community including the Floridian Condominiums, the Park Place Condominiums and the Ellington Apartments. Additional projects are planned including the mixed use Broadcast Center One project at 7th and S Streets, NW. The Site is centrally located within this burgeoning neighborhood population which includes the Howard University community of over 15,000 students, faculty and staff. The Project’s location is a prime site for transit-oriented development given its proximity to the Shaw-Howard Metro Station, located three blocks to the south. This Station is served by the Green and Yellow Metrorail Lines, and is two stops from the Gallery Place-Chinatown Station, which provides transfers to the Red Line. Access to the Blue and Orange Lines is achieved via the L’Enfant Plaza Metro Station. Bus service is also available along Georgia Avenue.

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The Project represents a significant investment opportunity for developers in the compelling Washington D.C. market area. Market fundamentals have remained strong in the area for nearly a decade with job growth of 47,000 in 2007 and an estimated 30,000 new jobs projected for 2008, making the District one of the most desirable multi-family, retail and office markets in the United States. The demand for neighborhood-serving retail in the vicinity of the Project, commercial office space, and dining for area residents, workers, and entertainment venue patrons renders mixed-use development an attractive opportunity at this location.

The Site The Project Site consists of approximately 2.2 acres known as 2112-2146 Georgia Avenue, N.W., Lots 930 and 933 in Square 2877 (the “Site”). Square 2877 is bounded by Georgia Avenue, N.W. to the east, V Street, N.W. to the south, 8th Street N.W. to the west, and surface parking lots to the north. The Site is currently improved with two buildings. A site plan is attached as Appendix A. Howard owns the southern portion of the Site (Lot 933) and is acquiring the adjacent Lot 930, which is currently owned by the District, through an Agreement Regarding Exchange of Real Property dated February 19, 2008 (the “District Agreement”). In addition to granting Howard complete control of the Site by a certain date, the District Agreement also states certain development requirements that must be met for the Project to move forward. These requirements are detailed in “The Project” section of this RFP. Relevant portions of the District Agreement will be made available upon request.

Zoning The Site is located in a C-R District, which allows a maximum building height of 90 feet and a maximum floor area ratio (“FAR”) of 6.0 (of which no more than 3.0 FAR may be used for non-residential purposes). However, the Site is within the District’s Duke Plan. For a Planned Urban Development (“PUD”), the Duke Plan encourages an increased maximum FAR of 8.0 and a maximum height of 110 feet for mixed-use buildings with a residential component. The Duke Plan was created in 2003 and enacted in 2005 to encourage higher density development and to spur the revitalization of the areas along 7th Street, N.W. and Florida Avenue, N.W. from an underutilized industrial zone to a vital mixed-use area. Respondents should note that PUD designation is a discretionary zoning process that requires months to complete, and that all application, hearing, legal and architectural fees required to obtain the PUD are the responsibility of the Respondent and not Howard. Additional information regarding the PUD process may be obtained from the Office of Zoning website (http://dcoz.dc.gov). Relevant content of the District’s Comprehensive Plan may be obtained from the District’s Office of Planning (http://planning.dc.gov/planning). Respondents also should be aware that the District is implementing Inclusionary Zoning (IZ) procedures that may be effective by the time the building permit application is filed for the Project. (See DC Code Section 6-1041.01, et seq, as amended, and Title 10 District of Columbia Municipal Regulations). The Project Site is currently included within Howard’s campus boundaries. An amendment to Howard’s Central Campus Plan will likely be required for the Project. However, each Respondent will be required to independently review and verify all of the underlying zoning requirements

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applicable to the Site (including, without limitation, permissible uses, height limitation, and maximum allowable FAR) as well as other applicable land-use and building requirements, all of which shall be at the sole risk and expense of the Respondent. Howard will fully cooperate in obtaining an amendment to the Central Campus Plan and/or other zoning relief required to implement the Project. A copy of the current Central Campus Plan is available for review at Howard University. Contact Michelle Lockley at (202) 238-2381 to schedule an appointment for reviewing the plans, or view the Howard University website for an overall description.

The Project Development of the Project is intended to further Howard’s objectives by utilizing excess land to complement its campus and revitalizing the surrounding community while providing Howard with a significant revenue stream. The Project will also support the District’s efforts to revitalize the Georgia Avenue corridor and must be consistent with the Duke Plan. Project Requirements The Project will be a mixed-use development that includes residential rental units on the upper floors, ground floor community-serving retail space, a multi-story parking garage and may include other uses; however, the following is required:

• There must be a minimum total of 500,000 square feet of gross leasable area, 70,000 square feet of which is retail (including a minimum 35,000 square foot grocery store), and have over 300 market rate residential rental apartments.

• The residential component of the Project must offer attractive aesthetics and high-quality amenities.

• The community-serving retail uses must be designed to expand the variety and upgrade the quality of existing retail services in the area.

• The parking facility must be designed to serve the Project’s residential, retail and office components, as well as unrelated parking needs of Howard and the surrounding neighborhood. Respondents are encouraged to recommend an appropriate number of parking spaces upon review and assessment of the design plan, utilizing shared parking approaches to minimize the number of spaces needed.

• If included, any office space and related public areas must be designed and finished in a manner that provides for a Class A fit-out by individual tenants.

Respondents also must meet certain District requirements that are supported by Howard, including:

• Provide 20% equity investment or 20% development participation for certified Local, Small and Disadvantaged Business Enterprises (“LSDBEs”), and 35% of all contracting opportunities must be provided for Certified Business Enterprises (“CBEs”) as required under D.C. Official Code Section 2-2-218.01 et seq.

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• Enter into a First Source Employment Agreement, (and an Apprenticeship Agreement) with the District, which provides for the use of the Department of Employment services as its first source for filling jobs resulting from development of the Project, and cause retail tenants of the Project to enter into a First Source Employment Agreement with the District.

Site Visits Prior to submitting a response to this RFP, each Respondent may undertake such non-invasive tests as may be necessary or desirable to satisfy the Respondent regarding the condition of the Site. In all events, prior to entering onto the Site, each Respondent must agree, in writing, to indemnify Howard and the District for all damages, loss or other expense arising out of such Site visits and tests. To arrange an appointment to visit the Site, please send a written request (which may be delivered via e-mail or facsimile) to: Ms. Michelle Lockley Assistant to the Associate Vice President of Real Estate Development and Asset Management Howard University 2225 Georgia Avenue, Room 510 Washington, D.C. 20059 Email: mlockley@howard.edu Fax: (202) 202 986-2953 All questions regarding this RFP and the Project should be submitted via electronic mail to the above email. A mandatory pre-bid conference will be held on May 15, 2008 at 1 p.m. to discuss the Project and answer any questions. The meeting will be held at:

Howard University, the School of Business Auditorium 2600 6th Street, N.W., 2nd Floor Washington, DC 20059 Please confirm the location of the pre-bid conference by visiting our website at: http://www.howard.edu/redam/

Section 2 – Developer Agreement, Ground Lease and Other Guidelines

Selected Developer’s Responsibilities and Development Agreement A non-refundable security deposit of $25,000 (the “Security Deposit”) shall be required upon notification of the Selected Developer to enter exclusive negotiations with Howard for a 45-day period. This Security Deposit may be refunded to the Selected Developer in the event a development agreement (“Development Agreement”) cannot be reached within a 45-day period, at the discretion of Howard. The Selected Developer will be required to enter into a Development Agreement (in recordable form) that establishes various agreed-upon zoning, building and operating controls and standards,

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as well as timetables for development, construction, lease-up and stabilization of the Project. Upon successful signing of the Development Agreement, an additional non-refundable $250,000 shall be paid to Howard by the Selected Developer to reimburse Howard for previously incurred pre-development expenses. The Selected Developer will also be required to enter into a confidentiality agreement governing the treatment of information related to the Project, the Development Agreement, and/or Howard University. The Selected Developer and Howard will cooperate in the design and development of the Project; however, the Selected Developer will have the sole responsibility for ensuring timely completion of the construction of the Project (including obtaining all requisite approvals and permits) including deadlines for critical milestones and projected completion dates. If a PUD is pursued, Howard will cooperate in obtaining approvals. The Selected Developer will have the sole responsibility for preparing a mutually acceptable construction budget and development pro formas, construction and lease-up schedules, procuring consultants and contractors and managing the development and construction process as well as the ongoing management and operation of the Project. As required by law, or if requested by Howard, the Selected Developer will present its proposal to community associations and to the District or other government officials. Howard will attend and cooperate in such meetings. Following completion of construction of the Project, the Selected Developer will be required to provide on-site property and asset management services consistent with first-class mixed-use buildings in the District. Other responsibilities of the parties will be set forth in the Ground Lease, the Development Agreement and/or in other agreements between Howard and the Selected Developer.

Ground Lease Although other forms of long-term conveyance of development rights will be considered, Howard envisions entering into a long-term unsubordinated ground lease (“Ground Lease”) with the Selected Developer on customary terms. The Selected Developer will have the sole responsibility for obtaining all equity and debt necessary for the development, design, construction and operation of the Project. All conveyances and other financing must be subordinated to Howard’s interest as landlord under the Ground Lease. Title to the Site will at all times remain in the name of Howard or one of its affiliates. From and after the execution of the Ground Lease, the Selected Developer will be responsible for the payment of any real estate taxes and property-related operating, maintenance and other carrying costs, and for the management and maintenance of the Project. Rent under the Ground Lease shall be paid to Howard University with all taxes, operating expenses and other expenses related to the Project to be paid for by the Selected Developer. The Selected Developer also will be responsible for any recordation and transfer taxes imposed or assessed upon the Ground Lease. Upon the expiration or earlier termination of the Ground Lease, all right, title and interest to or in improvements located on the Site will revert to Howard or its affiliate. In order to provide some background information for Respondents, the following section briefly describes some key Ground Lease terms.

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Form of Ground Lease Payments Proposals shall include annual lease payments in the form of an annual minimum guaranteed rent, which must provide for periodic escalations. In addition to the minimum rent, Howard shall encourage rental payments in the form of a percentage of gross revenues. Different percentages of gross revenues may be offered for the different uses included in the proposal. Additional rental payments such as participation in net proceeds on sales or refinancing are encouraged. The Selected Developer will pay a minimum of $250,000 upon execution of the Ground Lease, and fixed lease payments are expected to begin immediately thereafter. Howard expects fair market value of the land to be achieved from the present value of proposed rents including annual lease payments, escalations, any percentage of gross or net revenues and any additional proposed participation rents to provide Howard with a share of the financial project upside. Consideration will be given to the level of risk associated with the source of each type of rent payment when estimating the associated present value. Ground Lease Term The term of the Ground Lease shall be appropriate to permit the acquisition of sufficient financing and investment capital to support the types of uses contemplated by this RFP and approved by Howard. Respondents are required to include specifics regarding the terms, conditions, and the initial duration of the Ground Lease term and any renewal periods. Proposed Uses All proposed uses must be consistent with and responsive to this RFP. Maintenance/Repairs During the term of the Ground Lease, the Selected Developer shall be responsible for all expenses associated with the property, including, but not limited to, maintenance, repairs, replacements, and operating expenses. Developer as Mortgagee During the term of the Ground Lease, the Selected Developer shall have the right to encumber its interest in the estate by mortgage for the sole purpose of securing financing for construction of the improvements and/or for long-term financing or refinancing of any such improvements. The Selected Developer shall have no right to encumber the fee simple absolute title of Howard or to its remainder or residual interest in the improvements. Subordination Howard’s fee ownership and rental income stream shall not be subordinated.

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Taxes, Duties and Impositions The Selected Developer shall be required to pay all appropriate governmental assessments, including real estate taxes, franchise fees, excises, license and permit fees, levies, duties, charges and taxes levied against the property or its operation. Bond Requirements The Selected Developer shall provide, or cause to be provided, to Howard a performance bond issued by a responsible surety company licensed to do business in the District and satisfactory to Howard. Such bond shall guarantee construction of the leasehold improvements at the property and shall be in an amount not less than 100% of the cost of said improvements. Environmental During the due diligence period, the Selected Developer shall be required to conduct environmental site assessments, including sampling and testing of the soil, sediments and ground water (if any). The Selected Developer shall be responsible for the removal or remediation of hazardous materials that are required by law to be removed or remediated for the project, if any. Requirements for removal and remediation, if any, will depend on the construction plans proposed. Howard will consider an offset to the Selected Developer’s financial proposal to compensate for costs required to remove any hazardous material. The parties shall negotiate the amount and nature of this offset should this be necessary. Assignment Howard shall have the right to approve any assignment or transfer of the Ground Lease and intends to participate in any proceeds from any such assignment or transfer. No assignment or transfer of the lease shall be permitted three years after stabilization. The Ground Lease shall provide throughout the term of the lease that the Project shall be managed by a qualified person, firm or corporation.

Howard University Oversight Howard is committed to the success of the Project. Accordingly, Howard intends to:

1. Carefully review the Selected Developer’s ability to finance the development and execute the construction of the Project (including confirming the availability of equity and construction/permanent financing) prior to entering the Ground Lease.

2. Review and approve the design elements of the Project and specify permitted and excluded Project uses.

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Design and Use Objectives Howard has several specific design and use objectives that it requires the Project to satisfy. These include, without limitation, the following:

1. The Project must be a Class A building which anchors the west side of Howard’s campus. Streetscape and building facades for the Project should be inviting to pedestrians (i.e., blank walls are strongly discouraged), and the Project should not conflict with the Federalist style of existing campus architecture.

2. The design of the Project must recognize the potential for terraces, roof forms and landscaping to create visual interest.

3. The Project should be constructed out to the property line of the Site. 4. The parking facility may be above-grade, below-grade or a combination thereof, but in all

cases should be of sufficient size to adequately support the Project’s residential, retail and office uses.

5. Any above-grade parking areas should be screened and handsomely designed. 6. Retail uses should include a full-scale 35,000 square foot supermarket (i.e., not a

convenience store or mini-mart), and other retail uses, which will support the Project’s residential component as well as the Howard and surrounding community. The Ground Lease will stipulate types of permissible retail uses (such as table-service restaurants, bookstores, drugstores and coffee shops), and shall exclude less desirable uses (including, but not limited to, fast food restaurants, nail salons, video game arcades, convenience stores and check-cashing stores), except as noted above in the “Project” section of this RFP.

7. The incorporation of sustainable building practices, such as LEED or Energy Star Certification. The Project must meet the sustainable building standards of the District of Columbia Green Building Act of 2006 (DC Act 16-515, as amended; DCR 53), which, among other things, requires that newly-constructed non-residential, privately-owned property with gross floor area of 50,000 square feet or more be certified as having met or exceeded the LEED-NC 2.2 or LEED-CS 2.0. Respondents are encouraged to review the underlying legislation and to obtain additional information from the District Department of Consumer and Regulatory Affairs.

Code of Ethics and Conduct It is the policy of Howard to conduct itself with the highest degree of integrity and honesty in all of its dealings. To further this process, its Board of Trustees has adopted a Code of Ethics and Conduct (the “Code”) that contains a set of guiding principles and responsibilities governing all members of Howard Community. Members of Howard community (“Howard Community”) include all Howard employees, corporate officers, and trustees, and the immediate families and close personal acquaintances of the foregoing. Certain provisions of the Code deal with the relationship of Howard Community with those seeking to do business with Howard. In general, the Code prohibits any member of Howard Community from receiving or soliciting anything of value in return for influencing or exercising his or her discretion in a particular way. In addition, no member of Howard Community may receive or solicit anything of value because of any official act performed or to be performed by such an individual. .

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If a Respondent or the Selected Developer violates or facilitates a violation of this policy, it will not be considered an appropriate party to undertake the Project and may also be disqualified from doing business with Howard in the future. Such a decision will rest within Howard’s sole discretion and may be made on any basis that Howard deems appropriate under the circumstances.

Civil Rights It is the policy of Howard to provide an environment for its students, faculty and administrative employees that is free from illegal discrimination, intrusion, intimidation, or exploitation. Therefore, Howard will not tolerate any illegal treatment of a member of Howard Community that is based on race, color, religion, national origin, sex (including sexual harassment), age, marital status, personal appearance, sexual orientation, family responsibilities, disability, matriculation, political affiliation, or on any other classification that is prohibited by law. All individuals who come onto the property of Howard, or who enter property where Howard conducts its business (“University Property”) are expected to conform to this policy. Respondents will be held responsible for the actions of their employees, officers, principals, consultants, and agents while on University Property. Howard reserves the right to take all appropriate remedial measures to impose sanctions and to mitigate against the recurrence of any violation of this policy. In such an event, Howard may bar culpable individuals from University Property. In addition, in lieu of taking such action, Howard may conclude that the Respondent is not an appropriate party to undertake the Project and may disqualify the Respondent from doing business with Howard in the future. Such decisions will rest within Howard’s sole discretion and may be made on any basis that Howard deems appropriate under the circumstances.

Representations and Warranties of Respondents By submitting a Response to this RFP, the Respondent warrants and represents that (i) if awarded the contract, it will not engage in illegal discrimination in any employment action on the basis of race, religion, color, gender, sexual orientation, age, national origin, or on any other basis proscribed by Federal law or the law of the District and (ii) that it has not offered or given anything of value to any member of Howard Community in return for such party’s influencing or exercising his or her discretion in a particular way or performing any official act.

Local, Small and Disadvantaged Business Enterprises The District of Columbia Small, Local and Disadvantaged Business Enterprise Development and Assistance Act of 2005, as amended; (DC Official Code § 2-218.01 et seq.) requires at least 20% equity or development participation of District-certified LSDBEs on development projects that take place on properties that have been transferred from the District to a third party. Additionally, successful Respondent will demonstrate that it has arranged to provide 35% of its contracting opportunities for CBEs. The participation of LSDBEs and CBEs must be demonstrable, substantial and involve the management and performance of significant functions. The scope and character of such participation will be an important evaluation factor in selecting a developer.

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First Source Employment Agreement As stated previously, and as part of the Exchange Agreement for the Site between Howard and the District, the Respondents are obligated to consider First Source Employment for jobs resulting from the construction of the Project. Further, the Respondents must commit that the retail tenants at the Project also enter into a First Source Employment Agreement with the District.

Section 3 – Proposal Procedure, Timing and Requirements

Proposal Procedure and Timing Responses are due by 5:00pm on June 10th, 2008, and Howard will not consider any Responses received after this time. Please provide six (6) bound originals Responses and one (1) unbound original Response marked Proposal No. 08/056I/CIB, Howard Town Center Multi-Purpose Project to: Mr. George Varghese Materials Management Howard University 2244 10th Street, N.W. Room 413 Washington, D.C. 20059 Along with the hard-copy responses, electronic copies of Responses must be submitted in a CD/DVD to the address above. Text portions of the Response must be in Microsoft Word format. In addition, all financial information (including budgets and pro formas) included within a Response must be submitted in a spreadsheet program compatible with Microsoft Excel. Howard to complete the review of the Responses by July 8, 2008, and will identify a short-list of three Respondents that will be required to make an oral presentation to Howard the week of July 15th, 2008. Best and final offers will be due by July 29, 2008. The Selected Developer will then receive final notification by August 5, 2008. Upon selecting a developer (which will be at Howard’s sole discretion), Howard and the Selected Developer will have a 45-day exclusivity period within which to negotiate the terms of a Developer’s Agreement consistent with the terms of this RFP. This date is September 19th, 2008. Howard may agree to extend this exclusivity period at its sole and absolute discretion. Upon the completion of the Developer’s Agreement, the Selected Developer will have 60 days to negotiatethe terms of and execute the Ground Lease. HOWEVER, UNLESS AND UNTIL A BINDING GROUND LEASE (AND ANY OTHER ANCILLARY AGREEMENTS) HAS BEEN SIGNED BY ALL PARTIES THERETO, HOWARD HAS NO LIABILITY OR OTHER OBLIGATION TO THE SELECTED DEVELOPER. IN ADDITION, HOWARD RESERVES THE RIGHT TO REFUSE TO ENTER INTO ANY GROUND LEASE WITH THE SELECTED DEVELOPER.

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Proposal Submission Requirements and Format The following are the submission requirements for all responses to this RFP. Howard reserves the right, in its sole discretion, to reject any Response that it deems incomplete or unresponsive to the RFP requirements. Howard also reserves the right, in its sole discretion, to reject any and all responses for any reason or for no reason, and to proceed (or not proceed) with the development of the Site (either by itself or in conjunction with one or more third-party(ies)) without completing this RFP process. If a Response is found to be deficient by Howard, the Respondent will have 15 days to remedy the deficiency once notified by Howard. Respondents may submit more than one Response to this RFP. Team members of one Respondent may participate as team members of another Respondent (so long as each affected Respondent gives its consent). If a Respondent consists of a development team made up of two (2) or more individuals or entities, then the relevant Response submitted by such Respondent shall require the Respondent to form a legally valid business entity (i.e., a limited partnership or limited liability company) prior to entering into the Ground Lease (and to qualify to transact business in the District of Columbia as a foreign entity, if necessary). A Respondent may not change the composition of its proposed development team unless it has given Howard prior written notice of the proposed change. In addition, a Respondent must provide any financial or other materials requested by Howard to evaluate the newly proposed composition of the Respondent. Howard reserves the right, in its sole discretion, to reevaluate the proposed change in composition and to eliminate the team from further consideration (or to revoke the selection of the Respondent). The Selected Developer must receive Howard’s written approval before changing its team’s composition; otherwise the Selected Developer will be disqualified. If at any time before Howard and the Selected Developer sign the Ground Lease, the Selected Developer decides not to proceed with the Project, the Selected Developer agrees to notify Howard of such decision in writing and give due justification for such decision. In the event that Howard determines that the basis for the Selected Developer’s withdrawal from the Project is unreasonable, Howard, in its sole discretion, may retain any security deposit made by the Selected Developer. In evaluating the capabilities of the Respondent, Howard may utilize any and all information available to it (including information not provided by the Respondent). Responses should clearly and concisely state the unique capabilities, experience, and advantages of the Respondent, and demonstrate the Respondent’s capability to satisfy the requirements and objectives set forth in this RFP. Initial Responses should be not longer than 100 pages of text. If Howard desires to revise all or any portion of this RFP, an addendum to this RPF will be provided to all developers receiving this RFP.

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For a Response to be deemed complete, the Respondent must submit all of the following information on a standard-sized letter format:

Part 1 – Identification of Team Purpose: To understand the relationship of team members and evaluate their ability to work together to bring the Project to fruition; to evaluate the level of participation by certified CBE/LSDBEs in the Project (including as Project owners and as contractors and consultants); and to identify all stakeholders in the Project.

A. Ownership Structure 1. A brief overview of the Respondent and each of its partners/members (including a

description of all relevant experience thereof) and resumes of key Respondent individuals. 2. A statement identifying the managing individual, principal partner, member or co-venturer

(including at least three references).

3. A description of the proposed ownership structure of the proposed developer/ground lessee, and of each of the principals thereof, as well as an organizational chart illustrating the relationships between the various partners/members.

4. The name, address, telephone number, facsimile number and electronic mail address of each individual listed above, including the identification of the primary contact.

5. A statement describing in detail the type and share of financial investment that each principal in the team will provide, and the financial return each principal expects to receive.

6. A copy of the most recent credit report for key Respondent firms and members.

B. CBE/LSBDE Participation 1. A description of the plans the Respondent will agree to undertake to achieve participation

by certified CBE/LSDBEs in each phase of the design, development, construction and operation of the Project consistent with The District of Columbia Small, Local and Disadvantaged Business Enterprise Development and Assistance Act of 2005, as amended and related regulations.

2. If the Respondent previously has identified a certified CBE/LSDBE firm or individual that

they intend to include in this Project, provide a statement identifying that firm or individual and an explanation of the role that firm or individual seeks to play and their past experience/qualifications.

3. Statement that the Respondent will enter into a First Source Agreement, if selected, with

the District of Columbia.

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Part 2 – Team Member Qualifications Purpose: To evaluate a Respondent’s experience in planning, financing, constructing, marketing and managing an urban, mixed-use project similar to the Project.

1. A list of all professionals, including architect, engineer, general contractor, and zoning counsel (and, as applicable, consultant, management agent, leasing agent, etc.) who or which will be retained to develop, construct and/or operate the Project, along with a brief summary of each of their relevant experience and qualifications. Howard reserves the right to approve all architects and general contractors (excluding subcontractors) who or which will assist in the development and/or construction of the Project.

2. A description of each team member and their roles and responsibilities.

3. A description of similar projects undertaken by the members of the Respondent’s team

(including a statement of the dollar value of such projects, the project manager’s name and key partners, where applicable).

4. Address whether the Respondent or any participating team members have been involved in any litigation or legal dispute regarding a real estate venture during the past five years.

Part 3 – Development Program and Conceptual Plans Purpose: To evaluate a Respondent’s plan for providing a first-class, mixed use development including rental apartments, retail, market-rate parking and possibly office or other ancillary uses. To evaluate the quality, innovation and coherence with the existing campus and neighborhood of the proposed design for the residential units, retail spaces, offices and parking facilities, and the overall extent to which the proposed development program meets the objectives set forth in this RFP.

1. A detailed description of the proposed Project (including, without limitation, a statement of the proposed square footage, on a gross and net basis, for the proposed Project by use; the number, mix and proposed square footage of the residential units; FAR; lot occupancy; building height; number of parking spaces; and all other amenities proposed for the Project). A sample Development Program is provided in Appendix B.

2. At a minimum, a set of concept sketches on 8.5” x 11” paper, showing the proposed Project and a set of schematic renderings of the proposed Project showing the principal elevations and massing, streetscape and landscape plans, entry feature and signage.

3. A description of the proposed exterior materials and other key specifications.

4. A description of sustainable building practices that will be incorporated into the Project, including the development, construction and operation of the building.

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Part 4 – Timeline Purpose: To evaluate a Respondent’s proposed design, construction and lease-up schedule and its plan for expeditiously obtaining all approvals necessary for the Project.

1. A timeline for the development, construction, build-out and lease-up of the proposed Project (including a detailed listing of the development, zoning and other approvals the Respondent will seek and the anticipated schedule for obtaining such approvals).

2. A statement setting forth all contingencies affecting such timeline.

Part 5 – Development Pro Forma Purpose: To evaluate a Respondent’s estimate of construction costs, financial returns and Net Present Value)”NPV”) of the return to Howard.

1. A detailed development and construction cost estimate, including a breakdown of all hard and soft costs as well as financing costs, (a sample of which is detailed in Appendix C.)

2. A 10 year pro forma showing all anticipated revenue sources, expense line items, deductions from revenue and debt service (including all assumptions related to the foregoing). Revenue and expenses, and any other deductions should be identified by use (residential, retail, office, etc.). The basis for all assumptions utilized in the pro forma should be stated clearly in the Response. A sample pro forma and detailed summary of assumptions is presented in Appendix D.

3. Detailed description of land rent, including up-front payments, fixed payments, participation

payments (cash flow, re-sale, or refinance) to Howard including whether rents are subordinated or unsubordinated. Also describe whether or not fixed payments will be made during the construction period and whether they are a fixed dollar amount or based upon building size or some other calculation.

4. NPV calculation of land rent to Howard including all up-front payments, fixed annual

payments, participation in cash flow and proceeds of any sale or refinancing.

Part 6 – Financing Plan Purpose: To evaluate a Respondent’s financial strength and ability to obtain debt and equity financing for the Project; and to provide a reasonable assurance regarding the ability of the Respondent to deliver the proposed Project within the relevant timeframes.

1. A description of the intended sources of equity for the proposed Project (including the identity of each intended source of equity and a contact person, address, and phone number).

2. Identify intended sources of debt financing. If available, provide commitment letters or letters of interest in the project subject to certain conditions, from all persons or entities providing any debt for the proposed Project.

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3. A statement disclosing any anticipated conveyance of the Project or any interest therein or

any interest in the ground lessee prior to the 19th year after completion of the Project (and the terms of such conveyance if available).

4. A statement disclosing whether the Respondent intends to utilize any District of Columbia or other public development programs (and if so, a statement describing how and the extent to which the Respondent intends to utilize such programs).

5. Audited or CPA-certified financial statements for the Respondent, and each of its principals for the past two years (including income statements and balance sheets).

Upon selection, Respondents must be prepared to provide more detailed information concerning the sources of financing to Howard and the certainty of their commitments to the project.

Part 7 – Ground Lease Terms The Ground Lease terms should be presented in a manner that is consistent with the requirements specified in Section 2 of this RFP.

Review Process and Primary Evaluation Criteria

Primary Evaluation Criteria When evaluating Responses, the following selection criteria will be considered in no order of priority.

1. Experience and qualifications of the team developing and managing similar projects in size and nature.

2. Demonstrated experience in the design of a project of similar size, complexity, quality

level, and constraints as the facilities and uses proposed. 3. The successful development and financing of at least one project of similar size,

complexity and uses proposed. 4. The proposed financial terms and financial benefits to Howard, as well as the economic

feasibility of the Project. 5. The proposed design’s quality, innovation, coherence with the existing campus and

neighborhood, appeal to neighboring community members and incorporation of sustainable or green development and operational practices.

6. The Proposer’s intent to maximize the use of FAR up to the 8.0 encouraged under the

Duke Plan.

7. The speed and efficiency with which the Respondent will be able to complete construction and lease-up of the Project. This includes the ability of the Respondent to include commitments from both retail and office tenants.

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8. The financial capabilities of the Respondent to provide the services required to complete

the Project.

9. The scope and character of participation in the Project by certified CBE/LSDBEs in both equity and through construction and other jobs created, and willingness to enter into a First Source Agreement with the District.

10. Ability to work effectively and constructively with Howard. 11. Experience and prior record in obtaining entitlements and permits from agencies in the

District for any of the team members.

12. The incorporation of sustainable building practices and the degree of LEED or Energy Star Certification.

Disclaimer and General Conditions

Disclaimer Notwithstanding anything contained in this RFP, neither Howard nor any of its trustees, officers, employees, attorneys or consultants (collectively its “Agents”) shall be deemed to make or have made any representation or warranty, express or implied, regarding the accuracy or completeness of any statements or other information contained in or attached to this RFP (including, without limitation, any representation or warrants as to the condition of the Site or the suitability of the Site for any purpose). Respondents to this RFP may not rely on any statements or information provided by Howard or its Agents, and shall be responsible for satisfying themselves as to the reliability, accuracy and or completeness of each such statement and information and ascertaining all conditions that affect or might affect its proposed Project.

General Conditions All Responses received in accordance with this RFP will be opened and reviewed by Howard and its attorneys and consultants in private, and shall be and remain the proprietary and confidential property of Howard. Howard may negotiate privately with any Respondent as it deems fit in its sole discretion. Howard reserves the following specific rights, without limitation, with respect to Proposals:

1. The right to waive any irregularities or technical difficulties in the proposal process.

2. The right to reject any Response that Howard deems incomplete or unresponsive and the right to remove the Site from the market and reject all Responses.

3. The right to afford unsuccessful Respondents an opportunity to enter into backup contracts in an order of priority determined by Howard in its sole discretion.

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4. The right to re-offer the Property if Howard elects not to accept any Response.

5. The right to select a developer who’s Response may or may not result in the highest return to Howard.

Responses may contain customary conditions and contingencies (e.g., title) under which the developer would agree to proceed with the Project, although Howard will take into account the nature and scope of these conditions and contingencies in evaluating a given Response. An officer authorized to submit a Response on behalf of the Respondent must sign the Response. NEITHER HOWARD NOR ITS AGENTS ARE RESPONSIBLE FOR ANY COSTS INCURRED FOR THE PREPARATION OF ANY RESPONSE (ALL OF WHICH COSTS ARE THE SOLE RESPONSIBILITY OF THE RESPONDENT). IT IS UNDERSTOOD THAT HOWARD WILL ONLY BE BOUND BY A WRITTEN AGREEMENT THAT IS PROPERLY EXECUTED BY BOTH HOWARD AND THE SELECTED DEVELOPER. NO PROPOSAL, COUNTER-PROPOSAL, LETTER OR ORAL STATEMENT MAY BE CONSTRUED AS A BINDING AGREEMENT OR AS A CONTRACT TO ENTER INTO AN AGREEMENT, AND ALL SUCH CORRESPONDENCE IS CONSIDERED TO BE AN EXPLORATION BY ALL PARTIES THERETO TO DETERMINE IF THE BASIS FOR SUCH AN AGREEMENT EXISTS BETWEEN HOWARD AND THE SELECTED DEVELOPER.

“As-Is” Condition Howard makes no representations, warranties or guarantees concerning any conditions at the Site (including, without limitation, the presence or possible presence of hazardous materials or substances). The Site is being offered in an “as-is, where-is” condition, and the Selected Developer will be solely responsible for obtaining, at its sole cost, all appraisals, surveys, legal descriptions, permits, zoning appeals and approvals, engineering and environmental studies and the like, as may be necessary for the design, development, construction and operation of the Project.

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Appendices

A. Site Plan Howard University – 2112-2146 Georgia Avenue, NW, Lots 930 and 933 in Square 2877

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B. Sample Development Program (Electronic version Available on Howard website www.howard.edu/redam/)

# Units/Spaces Gross SF Rentable SF CommentsRESIDENTIAL

Studios1 Bedrooms2 Bedrooms3 BedroomOther Unit TypeTerraces

TOTAL RESIDENTIAL

Office/OtherSpace Type 1Space Type 2Space Type 3Space Type 4

TOTAL OFFICE/OTHER

RETAILType 1Type 2Type 3Type 4

TOTAL RETAIL SPACE

PARKINGLocation

Underground GarageParkade Structure

Use AllocationResidentialOfficeOtherRetail

TOTAL PARKING

PROJECT GRAND TOTAL BUILDING AREASABOVE-GROUND PROJECT AREAS

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C. Sample Construction Budget (Electronic version Available on Howard website www.howard.edu/redam/)

COSTDESCRIPTION % of Total Costs COST METHOD OF CALCULATION / NOTES

Hard CostsDemolitionSite WorkStructured ParkadeBasement GarageResidentialOfficeOtherRetailTI AllowanceBase Hard CostsEscalationGeneral ConditionsHard Cost ContingencyTotal Hard Costs

Soft CostsReal Estate Taxes During ConstructionArchitecture / EngineeringSurveys/TeestingPermitsInsuranceProject LegalLeasing LegalTaxesMarketing & Leasing Fees / CommissionsOccupancy / Move-In (Tenant Improvements)Fixtures, Furniture & EquipmentConstruction Manager FeeDeveloper FeePerformance BondsOther Indirect CostsMunicipal Fees Base Soft CostsSoft Cost ContingencyTotal Soft Costs

Financing CostsConstruction Loan FeeConstruction-Period InterestInterest ReservesPermanent Loan FeeTitle InsuranceMunicipal Fees & RecordingOther Taxes & FeesTotal Financing Costs

Acquisition and PredevelopmentLand AcquisitionGround Rent During ConstructionSite PreparationEnvironmental CleanupDemolitionTotal Acquisition and Predevelopment

TOTAL PROJECT COSTS

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D. Sample Financial Assumptions and Pro Forma Estimates (Electronic version Available on Howard website www.howard.edu/redam/) FINANCIAL ASSUMPTIONSGeneralAll dollar amounts should be entered in Current (2008$) amounts, unless specifically noted otherwise

Construction Period (months)If phased, explain phasing of costs

Inflation Rate (income) %Inflation Rate (operating expenses) %

Year 4Occupancy Rates Year 1 Year 2 Year 3 and after

Residential Rental % % % %Office/Other Space Type 1 % % % %Office/Other Space Type 2 % % % %Office/Other Space Type 3 % % % %Office/Other Space Type 4 % % % %Retail Type 1 % % % %Retail Type 2 % % % %Retail Type 3 % % % %Retail Type 4 % % % %Retail Type 5 % % % %Parking % % % %

Condominium Assumptions Year 1 Year 2 Year 3 Units sold per month

Condominium sale pricesStudios1 Bedrooms2 Bedrooms3 BedroomOther Unit Type

Basis for Condominium Selling Costs IF NOT included in Project CostsYear 1 Year 2 Year 3

Brokerage CommissionsGeneral AdministrativeOther

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Residential Assumptions Year 4Rent per SF / Year Year 1 Year 2 Year 3 and afterStudios1 Bedrooms2 Bedrooms3 BedroomOther Unit TypeOther Income per Year** ExplanationExplain Free-rent assumptions, if any

Basis for any Leasing Commissions IF Not Included in Project CostsBrokerage Commissions

Residential Operating Expenses $ perSF per year

Real Estate TaxesInsuranceManagement FeeMarketingRepairs & MaintenanceElectricHeatingOther UtilitiesSalaries & BenefitsCapital Expense Reserve

Office/Other Space Assumptions Year 4Rent per SF / Year Year 1 Year 2 Year 3 and afterSpace Type 1Space Type 2Space Type 3Space Type 4Other Income per Year** Explanation of Other Income

Explain the general lease terms for the office/other space

Explain Free-rent assumptions, if any

Basis for any Leasing Commissions IF Not Included in Project CostsBrokerage Commissions

Comments

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Office/Other Operating ExpensesExpense per SF per year $ perReimbursable Expenses SF per yearReal Estate TaxesInsuranceManagement FeeMarketingRepairs & MaintenanceElectricHeatingOther UtilitiesSalaries & BenefitsNon-Reimbursable ExpensesCapital Expense ReserveOther

Retail Space Assumptions Year 4Rent per SF / Year Year 1 Year 2 Year 3 and afterSpace Type 1Space Type 2Space Type 3Space Type 4Other Income per Year** Explanation of Other Income

Explain the general lease terms for the retail space

Explain Free-rent assumptions, if any

Basis for any Leasing Commissions IF Not Included in Project CostsBrokerage Commissions

Retail Percentage Rents Year 4% of Gross Sales Year 1 Year 2 Year 3 and afterSpace Type 1 % % % %Space Type 2 % % % %Space Type 3 % % % %Space Type 4 % % % %

Retail Percentage Rents Year 4Gross Sales Volumes Year 1 Year 2 Year 3 and afterSpace Type 1 $ $ $ $Space Type 2 $ $ $ $Space Type 3 $ $ $ $Space Type 4 $ $ $ $

Comments

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Retail Operating ExpensesExpense per SF per year $ perReimbursable Expenses SF per yearReal Estate TaxesInsuranceManagement FeeMarketingRepairs & MaintenanceElectricHeatingOther UtilitiesSalaries & BenefitsCommon Area MaintenanceNon-Reimbursable ExpensesCapital Expense ReserveOther

Parking AssumptionsExplain the general parking operation (own/operate, net lease - if net lease, describe basis for estimating rental rate).

For-Sale Parking Assumptions Year 1 Year 2 Year 3 Total Spaces SoldSpaces sold per monthSale prices per space

Rental Parking Assumptions Year 1 Year 2 Year 3 # of Monthly SpacesMonthly Rental RateMonthly Occupancy Rate % % %# of Daily SpacesDaily Rental RateDaily Occupancy Rate % % %# of Hourly Rental Spaces# of Hours per DayHourly Rental RateHourly Occupancy Rate % % %

$ AmountParking Operating Expenses SF per year

Real Estate TaxesInsuranceManagement FeeMarketingRepairs & MaintenanceElectricHeatingOther UtilitiesSalaries & BenefitsCapital Expense Reserve

Comments

Comments

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Howard U Present Value Assumptions Explain the manner and timing of all payments to HU, including the Developer Agreement and Ground Lease Payments. HU would also like to be compensated for the increase in land value resulting from completion of zoning and PUD application. resulting from completion of the zoning and PUD application.

Provide your estimate of appropriate discount rates for each level of HU cash flows for any revenue types that apply (revise text as necessary). 1. Unsubordinated payments during planning and construction 2. Fixed Unsubordinated ground rent payments 3. Unsubordinated percent of gross revenues 4. Unsubordinated percent of net operating income 5. Share of cash flow after debt service 6. Share of refinancing after repayment of first construction loan 7. Share of refinancing after repayment of first permanent loan 8. Share of residual sale after repayment of first permanent loan 9. Other

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Fiscal Year Ending ____ (date) 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018OPERATING YEAR Year 0REVENUES

Condominium Gross SalesCondominium ExpensesCondominium Net ProceedsApartment Rental Revenue #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF!Apartment Vacancy/Collection LossApartment Expenses #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF!

InsuranceManagement FeeMarketingRepairs & MaintenanceElectricHeatingOther UtilitiesSalaries & BenefitsCapital Expense ReserveLeasing Commissions

Net Apartment Income #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF!Office/Other Rental IncomeOffice/Other Reimbursement IncomeOffice/Other Other IncomeOffice/Other Vac/Col LossOffice/Other Operating ExpensesReimbursable Expenses

Real Estate TaxesInsuranceManagement FeeMarketingRepairs & MaintenanceElectricHeatingOther UtilitiesSalaries & Benefits

Non-Reimbursable ExpensesCapital Expense ReserveOtherLeasing CommissionsTenant Improvements

Retail Rental RevenueType 1 Rent #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF!Type 2 Rent #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF!Type 3 Rent #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF!Type 4 Rent

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Fiscal Year Ending ____ (date) 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018Retail Annual Gross Sales

Type 1 Gross SalesType 2 Gross SalesType 3 Gross SalesType 4 Gross Sales

Retail % Rent% of Gross Sales Type 1% of Gross Sales Type 2% of Gross Sales Type 3% of Gross Sales Type 4

Total Retail % RentRetail Reimbursables

Reimbursable Tenant Type 1Reimbursable Tenant Type 2Reimbursable Tenant Type 3Reimbursable Tenant Type 4

Total Retail ReimbursablesRetail Operating ExpensesReimbursable Expenses

Real Estate TaxesInsuranceManagement FeeMarketingRepairs & MaintenanceElectricHeatingOther UtilitiesSalaries & BenefitsCommon Area Maintenance

Non-Reimbursable ExpensesCapital Expense ReserveOtherLeasing CommissionsTenant Improvements

Net Retail Income #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF!Parking Revenue

For-Sale Parking Revenue #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF!Monthly ParkingDaily ParkingHourly Parking #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF!

Parking Expenses #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF!Real Estate TaxesInsuranceManagement FeeMarketingRepairs & MaintenanceElectricHeatingOther UtilitiesSalaries & BenefitsCapital Expense Reserve

Net Parking Income #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF!

Miscellaneous Income #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF!

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HOWARD UNIVERSITY

PROPOSAL SUBMITTED IN RESPONSE TO Howard Town Center Multi-Purpose Project

Response to RFP 08/056I/CIB (This Page must accompany the submitted document) To: Mr. George Varghese

Interim Director of Materials Management Department Howard University 2244 Tenth Street, NW, Room 413 Washington, DC 20059 In accordance with your request for Proposals (RFP) Number #08/056I/CIB, the undersigned, having due authority to submit the following proposal with four copies, hereby acknowledges that the terms and conditions under which Howard University seeks to contract services have fully read and understood. The firm, its employees and agents, can and do agree to meet all requirements contained in this RFP (unless stipulated in the response) and confirm that the proposed work contained in this response meets the Conditions set out in the RFP. We hereby certify that in preparing this response we have not been assisted by any current or former employee or agent of Howard University whose duties relate to this proposal, other than providing information in response to written requests. No such individual or his/her immediate family has any financial interest in the outcome of this proposal. The University is hereby authorized to request from any individual any pertinent information deemed necessary to verify information regarding capacity of the firm for purposes of determining responsiveness of the proposal, or responsibility of the firm as a prospective contractor. Corporate Name: ___________________________________________________ Corporate Address: __________________________________________________ __________________________________________________ __________________________________________________ Phone ( ) - Fax ( ) -

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Email: Federal ID Number: ________________________________ Corporate Officer: ________________________________ Title: ________________________________ Corporate Officer Signature: __________________________ Date: ______________