East Campus RFQ

REQUEST FOR QUALIFICATIONSSolicitation No. RFQ HU-ECRP-01RFQ Issue Date: 2/22/2017Due Date: 3/30/2017 EAST CAMPUS REDEVELOPMENT



Table of ContentsLetter from President Page 4Background Page 5Opportunity Page 6Site Description Page 7-10DC Market Page 11-13ULI Development Concept Page 14-17Redevelopment Objectives Page 18Scope of Work Page 19-23Schedule & Process Page 24Submission Requirements Page 25-28Selection Process Page 29Terms & Conditions Page 30-31Appendix Page 32-33

4 Letter from the President Dear Potential Development Partners, Dr. Wayne A. I. Frederick The redevelopment of Howard University’s East Campus presents a unique opportunity to create a model lifelong learning community in the heart of Northeast Washington, D.C. while generating significant economic benefit to the University. Howard’s School of Divinity has educated and enriched students in the historic structures and tranquil grounds of the East Campus for 30 years. It is the University’s intention to return this founding program of study to the East Campus as part of a re- envisioned campus, residential, and community environment. In 2017, Howard University is celebrating its sesquicentennial as a higher education institution. Through both academic and facility enhancements, Howard is undergoing a transformation as it prepares for its next 150 years of distinction. As always, the University continues to focus on academic excellence and community service. East Campus is a gem within our portfolio and will play a key role in the future of both Howard and the Northeast Washington community. The University envisions an enriched East Campus, offering a diverse selection of housing options that complement the existing neighborhood. At the same time, the redeveloped campus will enhance the academic experience for Howard’s students, faculty, and staff and advance the economic stability of the University. Further, it will facilitate an environment rich in educational programming for community members, with a close link to the main University campus. This lifelong learning community will invite and encourage older residents to continue to grow intellectually, discover new ideas, and participate in public discourse. Moreover, it will complement the area’s cultural and historical heritage, ensuring the East Campus remains a thriving community for generations to come. Howard’s dedication to revitalizing its academic and physical structures requires substantial, sustainable resources. Meeting this challenge requires developing and utilizing innovative and non-traditional solutions, including imaginative repositioning and leveraging of Howard’s real estate assets. The East Campus is one such project where the University is seeking ingenuity to generate long term value. Howard has established an outstanding real estate development team supported by the industry's top advisors to realize this vision. I join our Real Estate Development & Capital Asset Management team, led by Mr. Anthony Freeman and Mr. Derrek Niec-Wiliams, in working with a premier master development team to plan and execute an optimal educational, economic, and social future for our East Campus. The University looks forward to your creativity, innovative design, and strategic development and marketing to deliver a transformative East Campus environment. Dr. Wayne A. I. Frederick PresidentEastCampus.datarooms.com

5BackgroundFounded in 1867, Howard University is a private, historicallyblack research university comprised of 13 schools and colleges.Students pursue studies in more than 120 areas leading toundergraduate, graduate and professional degrees. To date,Howard has awarded more than 120,000 degrees in the arts,the sciences, and the humanities. The historic main campussits on a hilltop in Northwest Washington, blocks from U Streetand the storied Howard Theatre.The University remains committed to further enhancing itsstrategic position as one of the top research universities in thenation. As we celebrate our sesquicentennial in 2017, we areuniquely positioned to have the next 150 years as glorious asthe past. To accommodate this growth, transform the University’s aging facilities, and remain competitive with high-caliber universities nationally, the University crafted a participatory and collaborative Campus Master Plan, published in 2011. To help fund the execution of this vision, the University is seeking to generate revenue by monetizing edge and non- core real estate assets owned by the University, facilities geographically or philosophically peripheral to the institution’s mission.

6 Howard University (“the University” or “Howard”) presents this Opportunity Request for Qualifications (“RFQ”) to solicit proposals from highly- qualified developers (“Respondents”) to prepare a master developmentEastCampus.datarooms.com plan for the University’s East Campus Redevelopment Project (“Project”), consisting of 23.3 acres and located east of Catholic University in Northeast Washington, DC. The selected developer (“Master Developer”) will conduct due diligence, engage community stakeholders, and identify executable development options for the East Campus. Howard is seeking proposals from developers who will work with the University over a 6-8 month period to identify project opportunities, constraints, and have the desire to establish a partnership with Howard to create a unique living learning community. Howard’s goals are to:  maximize value;  maintain a key academic program on-site;  create a lifelong learning environment;  provide a diverse selection of housing options including workforce; senior housing and affordable units;  connect residents to the main campus;  preserve historic buildings and open space;  provide opportunities for Howard alumni and diverse firms; and  respect the existing surrounding communities. The University intends to select the most creative and qualified Respondent with demonstrated experience and expertise in adaptive reuse; historic buildings; public-private partnerships; new residential, commercial, and educational facility construction; and alternative funding mechanisms. The Master Developer will work collaboratively with Howard to prepare development, financial, community engagement and property management (including operations and maintenance) plans for the project. The Master Developer may be retained to implement the agreed upon development plan or will be compensated for the Scope of Work outlined in Phase 1 of this RFQ. Service providers such as legal counsel and design professionals are permitted to participate on multiple Respondent teams.

7Site

8 (1) (2) Parcel Key (5) (6) 146/67 147/69 146/56 146/68 Site Description (3) (4) 146/69 146/73 Location Howard University’s East Campus is a 23.3 acre assemblage located at 1400 Shepherd Street, NE Washington, DC, 20017 in Ward 5’s Brookland neighborhood. The site is primarily undeveloped, situated within a low density residential area, and bordered by several institutional uses. The site is within the jurisdictional boundary of Advisory Neighborhood Commission (ANC) 5B and single member district (SMD) 5B02. Legacy of Institutional Use The property has a long and uninterrupted legacy of institutional and educational use, dating back to its 1931 use as home of the Holy Name College, built by the Order of the Franciscans. Howard acquired the site in the 1980s to house the School of Divinity (HUSD). HUSD operated continuously in this location until 2015, when the School was temporarily relocated to the University’s West Campus. HU School of Divinity Founded in 1870, HUSD achieved full accreditation in 1940, making it one of the oldest fully accredited theological schools in the United States and Canada—and the oldest historically black school affiliated with the Association of Theological Schools. Additionally, it is the only African- American theological school connected to a comprehensive category 1 research institution. HUSD anticipates returning to the East Campus after the redevelopment.

9StructuresThe site is home to three (3) existing structures: An 1886 Queen Anne-style frame farmhouse (know as the James Sherwood Farmhouse) The 1931 Benjamin E. Mays Hall (formerly the Holy Name College) and its additions A single-story garage buildingMays Hall and the James Sherwood house areconnected by a one-story arcaded walkway. Designed by noted architect Chester The Queen Anne-style frame Oakley, this 1931 Franciscan Seminary farmhouse was built in 1886 and is was renamed Benjamin Elijah Mays located to the south of Mays Hall. Hall in honor of the noted minister, Originally built as a farmhouse for activist and former Dean of HUSD. It James Sherwood, the University contains approximately 110,000 used this building for several dry square feet including a library, research functions until its eventual classrooms, chapel, dormitory, food closure. service, and recreational spaces. A single-story frame garage is located northeast of the farmhouse. Historic Preservation DC Preservation League (DCPL) filed a landmark nomination for the Holy Name College & James Sherwood Farmhouse. DCLP has nominated Mays Hall for designation on the basis of National Register Criterion C: Design (for its outstanding design). It also meets National Register Criterion A: Events (for its contributions to the development of nearby Catholic University and the Brookland neighborhood). The Master Developer is expected to utilize the services of EHT Traceries and R. McGhee & Associates as historic preservation consultants. EastCampus.datarooms.com

10 Transportation & Access The East Campus is conveniently located and has a variety of transit and nearby public transportation options. The Brookland-CUA Metro Station, located approximately three quarters of a mile away, is within a fifteen minute walk. Both the Fort Totten Metro Station connecting red, yellow, and green lines and the West Hyattsville Metro Station are approximately 1.3 miles from the site. There are four bus lines (R4, H6, E2, 80) with stops less than 0.2 miles away. Car sharing is available from Zipcar, RelayRides and Hertz On Demand. Nearby parks include Fort Bunker Hill Park, Barnard Hill Park, and Neighborhood Park. The Project is easily accessible in one of the more walkable neighborhoods in Washington D.C., receiving a Walk Score of 75. The East Campus is located 2.4 miles to the northeast of Howard’s main campus.Zoning & Land UsesThe site is in an R-1-B District (with Diplomatic overlay), whichpermits matter-of-right development of single-family detachedresidential uses, churches, public recreation, community centers,and schools. Immediately adjacent to the site are institutional andlow density residential areas. Height (ft.)¹/ Minimum Lot Lot Front Setback Rear Yard (ft.) Side Yard (ft.) Pervious Surface Zoning Regula- Stories Width (ft.)/ Area Occupancy (minimum) tion Reference 40 (sf) 3 A front setback shall be 50 provided within the range of existing front setbacksR-1-B 40% of all structures within an 25 8 50% Subtitle D. R-1-B zone on the same Chapter 3 side of the street in the 5,000 block where the building is proposed.EastCampus.datarooms.com

11DC MarketWith construction booming, the residential real estate marketremains a bright spot in DC. Growth in Class A property rental rates isa promising sign of the overall market’s strength. The growth inyoung professionals has been the primary driver behind the strongdemand for apartments in DC. Millennials are increasingly rentingapartments rather than owning homes. In Northeast DC theBrookland-Fort Totten neighborhood’s lowest effective rent wasrecorded at $1,658/month, compared to overall DC rental rates whichrange from $1,200/month to $2,000/month.The table below identifies specific market data for the areasurrounding the East Campus. 0-1/2mi 0-1mi 0-3miPopulation + WorkforceTotal Population 5,046 22,641 270,485 Development Growth2016 - 2021 Population Growth/Yr 1.40% 1.29% 1.81%Employed Civilian Population 16+ 2,372 11,119 153,105 The District of Columbia has experienced consistent growth inUnemployment Rate 12.90% 11.50% 7.20% construction of retail, residential, leisure, and hospitality sectors2010 Median Age 34 over the last five years, embodied in mixed-use developments. 47 38 The District continues to appeal to and attract prestigious global firms and international investors, while also showcasing aEducation thriving urban retail and restaurant scene. This progress is likely to continue according to the current development pipeline forBachelor's Degree 813 3,115 39,668 the District. There are four primary residential projects recentlyGrad/Professional Degree 1,110 3,119 38,450 constructed or under construction in Ward 5 within a reasonable proximity to the Project and valued well over $1B.IncomeMedian Household Income $74,947 $62,179 $57,644Median Disposable Income $55,602 $50,598 $46,518

12 Top ART Place at Fort Totten McMillan Sand Filtration Residential Development The redevelopment of the McMillan Sand Projects Filtration Site comes with an eye toward Near amplifying a unique place in Washington, DC. EAST The project will create 146 Townhouses (9 CAMPUS affordable to 50% AMI; 13 affordable to 80% of AMI), 531 Apartments (85 senior units The project will consist of 305,000 square feet affordable to 50/60% AMI; 25 affordable to of retail, 929 multifamily residential units, a 80% of AMI), 1M SF healthcare facilities, 50,000 47,000 square foot children’s museum and SF grocery, 30,000 SF Neighborhood-Serving 170,000 square feet of cultural and art spaces. Retail, an 8-acre Central Park, over two more Grocery box and anchor spaces are available acres of open space in total including Cell 14, with flexible sizes. The project will be healing gardens and the Olmsted Walk and a developed in two phases, allowing relocation 17,000 SF Community Center. opportunities for residents of Riggs Plaza Apartments into Phase I of Art Place at Fort Unit Count: 677 Totten’s residential component. Unit Count: 929

13Monroe Street Market Fort Totten SquareThe development is focused on being an Fort Totten Square is a mixed-use developmentupscale arts destination for people looking for constructed near the Fort Totten Metro Station.rental units in Brookland and Edgewood. The The project contains ground floor retail,project includes a total of 720 residences, including an urban-format Walmart with full83,000 square feet of street-level retail, 20,000 service grocery and pharmacy; 345 rentalsquare feet of amenity space, and three apartments, including studios, one- and two-buildings, titled Brookland Works, Portland bedroom units; and immediate access to theFlats, and Cornerstone. To foster an arts city and suburbs via the Red, Yellow, and Greencommunity within the area, the developer also Lines that converge at the nearby Fort Tottenconstructed 27 artists' studios along the Arts Metro station.Walk open-air pedestrian plaza and a 3,000-square-foot community arts center. Unit Count: 345 Unit Count: 720 EastCampus.datarooms.com

14 ULI East Campus Redevelopment Advisory Panel ULI Advisory Services Monday Briefing by Howard and tour of site and surroundings To facilitate community input and engagement June 13 - 17, 2016 Tuesday Interviews with > 80 stakeholders early on in the East Campus Redevelopment - Area residents Project, Howard engaged the Urban Land Institute’s - School of Divinity stakeholders (ULI) Advisory Services group to kick start the East - Development community Campus redevelopment discussion and offer fresh - DC Agencies insights for this challenging, but valuable, site. Wednesday Panel discussions and analysis to conclude findings, The goal of the ULI Advisory Services program is to & Thursday finalize recommendations and draft report bring the finest expertise in the real estate field to bear on complex land use planning and Friday Presentation of findings and recommendation to Howard development projects, programs, and policies. The and external stakeholders ULI panel was asked to answer questions regarding the market potential, development strategies, planning and design, and implementation of recommendations for the site while considering the University’s goals and community’s concerns. The agenda for the five-day panel assignment included an in-depth briefing day composed of a tour of the site and meetings with sponsor representatives; a full day of hour-long interviews with over 80 key stakeholders; and two days of formulating recommendations. During the final day on site, the panel made an oral presentation of its findings and conclusions to the sponsor. A written report was prepared and published in January 2017. The complete report is available at EastCampus.datarooms.com.

15ULI Development ConceptEmploying development, finance, higher education, and design expertise, and accounting for the thoughts and opinions of institutionaland community stakeholders, the panel assembled recommendations for the development of Howard University’s East Campus.Recommendations below are intended as concepts to provide general direction, not a definitive solution.  Establish complementary academic and  Cluster any new development uses administrative use  Preserve urban wildlife corridors  Use as a swing space for Central Campus Densification  Establish a conservation conservancy  Provide flexible spaces for multiple  Maintain key tree buffers around the academic and institutional needs property EnvironmentalInstitutional Consciousness Presence Historical  Embrace the historical designation Establish  Execute with partners to bring capital andPreservation Partnerships expertise  Comply with American Disabilities Act  Determine grad student housing for onsite  Work with building code and life safety academic programs officials  Provide faculty and staff housing in scale  Allow for modernization of mechanical, with neighborhood electrical and plumbing systems  Facilitate transparent process  Create market rate housing scaled to match Brookland neighborhood  Communicate on a regular basis with community  Include single family housing and senior housing  Develop collaborative solutions for Howard and surrounding communityCommunity ResidentialEngagement Development EastCampus.datarooms.com

16 ULI Conceptual Site Plan Envisioning a redeveloped East Campus following the six identified guidelines, the ULI panel drafted a conceptual site plan including a mix of residential and institutional uses. (site plan is intended as a concept, not a definitive solution)

17ULI Community ConcernsBoth Howard and the ULI panel have tracked and noted the surrounding community’s concerns regarding development on theEast Campus. Their concerns fit into two primary categories: (A) preservation and (B) development impacts. Howard highly valuesits relationships with its neighbors and anticipates that any proposed development will address their concerns.(A) Preservation  The historic buildings on the campus should be preserved.  Trees on the property are protected by the Urban Forest Preservation Act of 2002 and the Tree Canopy Protection Amendment Act of 2016. Trees should be preserved to comply with laws and regulations.  Open space should be preserved on the campus.(B) Development Impacts  Development of the property could negatively impact the serene character of this lower density residential neighborhood.  Traffic that is likely to be generated from development of the site will add to the growing traffic and transportation problems the community is experiencing given all of the new aggregate development that is taking place in the area.  The return to and expansion of academic uses on the campus, along with modest residential development for students and some private users is perceived as the least objectionable development scenario. EastCampus.datarooms.com

18 Redevelopment Objectives Howard University will serve as the project sponsor and will select a Master Developer to plan, finance, design, construct, operate, and maintain the adaptive reuse of the East Campus into a master planned community. The Master Developer will draft a comprehensive development plan incorporating and balancing with Howard University’s goals and relevant stakeholder concerns. Surrounding Land Project  Program parcel to work cohesively with Mays Hall and the  Select qualified partners to jointly plan, invest in and Farmhouse, and with University, City and community goals implement the program  Create several scenarios for Howard to consider  Include a diverse selection of housing options to include workforce and affordable housing  Optimize financial value; potentially use a combination of transaction structures:  Optimize minority and HU Alum participation throughout process – especially in leadership/ownership capacities  Ground Lease for any multifamily/retail/ commercial product;  Draw upon talent in Ward 5 to the extent possible  Parcel Sale for any fee simple product  Promote innovative technical and sustainable solutions  Retain ownership/use of certain parcels  Exercise control over this valuable institutional asset  Consider additional partnerships with realty, title and mortgage  Capture and reinvest economic value in University’s mission companies to increase ongoing revenue opportunities Mays Hall & Sherwood Farmhouse Revitalization  Develop vision based on HU needs, financial impact and viability  Preserve and adaptively reuse key site features  Relocate Divinity School back to Mays Hall (after renovation)  Incorporate open space into the development vision  Proactively lead any Historic Preservation processes  Be creative within the neighborhood context  Leverage EHT Traceries and R. McGhee & Associates  Ensure financial and implementation feasibility  Develop Comprehensive Historic Preservation Plan to guide  Be responsive to community concerns efforts and engage University, community and government stakeholders

Scope of Work 19Respondents shall prepare a proposal that is aligned with the requirements outlined in the following EastCampus.datarooms.comscope of work. The scope is segmented into three Phases: (1) Due Diligence, (2) Project Planning, and (3)Implementation.Overview of Institutional PrioritiesThe project approach, scope definition, and overall work effort must clearly reflect Howard University’sdevelopment goals, as defined below:  maximize the value to the institution;  maintain a key academic presence on-site;  create a lifelong learning environment;  provide a diverse selection of housing options (including workforce, senior, and affordable);  connect residents to the main campus;  preserve historic buildings and open space;  provide opportunities for Howard alumni, Ward 5 community, and diverse firms; and  respect the fabric of the surrounding communities.Phase 1 – Due DiligenceThe Master Developer will assist Howard in performing the requisite due diligence necessary to makevalid planning assumptions in Phase II. For the purposes of this solicitation, due diligence is divided intotwo categories: Physical Conditions and Contextual Conditions. Due diligence activities must include, butshall not be limited to:Physical ConditionsThe “Physical Conditions” category is comprised of activities that can be largely self-directed on a day-to-day basis. These activities should not require significant University input except to confirm scopes ofwork and approve vendor selections.  Deed and Title search  Analysis of Zoning Regulations & Entitlements  Utility Infrastructure Assessment  Phase I Environmental Assessment

20  Site Assessment, to include:  Boundary Survey  Topographical Survey  Tree Survey  Geotechnical Survey  Existing Building Assessments (for Mays Hall & Sherwood Farmhouse), to include:  Environmental  MEP  Structural  Code Compliance Contextual Conditions The “Contextual Conditions” category is comprised of activities that are of a sensitive or political nature. These activities will require the Master Developer to coordinate closely with the University as their handling may have an impact on broader University partnerships, relationships, and the overall institutional brand.  Engagement with Regulatory Authorities  Engagement with Legislative Bodies  Community Engagement  Historic Preservation Plan (all respondents must use EHT Traceries and R. McGhee & Associates)  Academic Program Definition (institutional uses) Phase I — Deliverables Phase I shall be deemed complete once the following material deliverables have been provided to and accepted by the University:  Deed & Title Report  Zoning Analysis  Utility Infrastructure Drawings  Phase I Environmental Report  Site Conditions Assessment  Existing Building AssessmentsEastCampus.datarooms.com

21  Historic Preservation Plan  Contextual Reports, Plans, and Briefings regarding:  Regulatory Engagement  Legislative Engagement  Community Engagement  Academic/Institutional IntegrationPhase 2 – Project PlanningOnce sufficient due diligence has been completed, the University will provide the Master Developer withwritten notice to proceed with the Project Planning Phase. The Master Developer will assist Howard inpreparing the East Campus Redevelopment Plan (“ECRP”), which shall serve as the guiding documentdefining the nature of the redevelopment. In order to arrive at an approved ECRP, the Master Developershall prepare three (3) redevelopment schemes for University review, to include: visioning documents,detailed development schemes, and correlated financial plans.Each of the three (3) Development Schemes should include, but are not limited to the followingcomponents:  Vision Statement  Full Development Program (product mix, square footage, density, affordability, etc.)  Financial Plan (for full Development Cycle), to include:  Demonstration of optimal value to the University  Financing vehicle(s)/structure(s)  Clearly defined sources and uses  Full Cycle Cash Flow projections  Conceptual Site Plan, to include:  Site Layout and Massing (labelled by use)  Utility & Infrastructure Plans  Landscape/Hardscape  Storm Water Management Systems  Green Space and Urban Canopy Preservation  Regulatory Engagement Plan  Zoning Approach & Strategy  Phasing Plan (ideally with visual aids reflecting development chronology)

22  Traffic & Transportation Plan (to include multi-modal study and parking provision)  Plan for Academic/Institutional Integration  Specific Plan for the treatment of Mays Hall and the Sherwood Farmhouse  Community Engagement Plan The University shall review and assess the three (3) options provided, and select one scheme to progress into the Implementation Phase. The selected scheme – once approved – shall become the ECRP. In addition to the cited institutional priorities, the following critical factors will contribute to the University’s selection and approval of a specific development scheme:  Economic feasibility of the proposed scheme;  Timing of value delivery to University;  Speed to market;  Type and quality of development;  Quality of design concepts;  Feasibility of Regulatory/Zoning Approach;  Strength of Community Engagement Approach; and  Innovative approaches to delivering quality and flexibility Once the ECRP has been defined and approved, the Master Developer shall be required to develop a correlated Property Management Plan. The Property Management Plan should include general information regarding best practices, policies, strategies and costs associated with the provision of ongoing operations, utilities and city services, and maintenance and repair programs. Phase II - Deliverables Phase II shall be deemed complete once the following material deliverables have been provided to the University:  Three (3) development schemes (replete with requisite documentation)  Vetted & Approved East Campus Redevelopment Plan (ECRP)  Property Management Plan (specific to the approved ECRP)

23Phase III – ImplementationThe University desires to offer the Master Developer the opportunity to implement the approved ECRP –in whole or in phases – as mutually agreed to by all parties. Use of other developers for portions of theproject will require University approval. The Master Developer is expected to follow Howard’s guidingprinciples for negotiation with potential planning and development partners (see Appendix B).While the University desires to move forward with the Master Developer, the University reserves the rightto competitively bid the implementation opportunity. If the decision is made to competitively bid, theMaster Developer shall be compensated for the Phase I and Phase II work completed in a fashionmutually agreed to by all parties. The Master Developer will not be precluded from participating in apotential competitive bid process for Phase III.Once the University approves the ECRP, the University shall convey a written notice to proceed to theselected entity to mark the commencement of Phase III. EastCampus.datarooms.com

24 East Campus Redevelopment Schedule & Process 3 Pre-Selection  Issue RFQ Months  Facilitate site tours and respond to developer inquiries  Review qualifications and select Master DeveloperPhase 1 2 Due Diligence  Master Developer assesses physical and contextual sitePhase 2 Months conditionsPhase 3  Howard issues notice to proceed to project planning 4-6 Project Planning  Work collaboratively with Howard to provide several Months executable master development options  Produce financial plans and innovative transaction instruments  Develop operations, maintenance and property management plan to ensure operational sustainability  Present options at Howard Board of Trustees meeting  Howard decides whether to: TBD Execute Master  Execute with Master Developer; or Development Plan  Issue RFP to select another entity  Implement ECRP approved by Howard Board  Value capture  Opportunities for alumni and diverse firms  Connection to Main Campus  Historic preservation  Preservation of open space  Lifelong learning environment  Divinity School relocation  Respect for community

Submission Requirements 25Respondents interested in the East Campus Redevelopment Project should provide straightforward, EastCampus.datarooms.comconcise information that satisfies the requirements noted below.EACH PROPOSAL SHOULD ADDRESS THE FOLLOWING ITEMS, IN THE ORDER LISTED.A. Cover letterRespondents should sign and submit the cover letter in Appendix A, which acknowledges that theRespondent has read and understood all contents of the RFQ and addenda and takes no exception to thematerials provided. The cover letter should be signed by a person that has full authority to bind theRespondent to all terms and conditions of the proposal.B. Team QualificationsProposals should include a list of and background information for all key members of the developmentteam, including: identification and qualifications of each member of the development team, for allpersons or entities that will engage in the Project. A summary of the availability of each of the principal members of each firm and their availability to commit to the Project. For each Firm, provide at least three (3), and no more than five (5), examples of projects completed within the last five years that demonstrate relevant master planning experience. In particular, provide any projects that were executed with a public or university partner and required the Respondent to conduct due diligence, plan, finance, design, construct, operate, and maintain properties in an urban area through any and all applicable financing structures. Additionally, projects that demonstrate the Respondent's success with historic buildings and in receiving approvals and other zoning and regulatory entitlements in the District of Columbia will be highly regarded. For each example include: date and location of work; client; relevance to this solicitation; development size by use, financing, and capital structuring; and a description of how the project met schedule and budget expectations. Team experience with project-specific issues such as zoning and community engagement methodologies in the District of Columbia. Provide three (3) business references familiar with the submitting firms and their work on projects described in this section of your Proposal, including one financial institution. For each reference include a contact name, company, phone, email, and the types of services provided.C. Financial CapabilityThis information is requested to evaluate the Respondent’s financial strength and ability to obtain debtand equity financing.Financial StabilityRespondents should provide information that will enable the University to evaluate the Respondent’s andits Team Members’ financial capability and approach to the project. Respondents should provide:

26  Audited financial statements prepared in accordance with GAAP for the years 2014-2016, if applicable, or corporate or individual financial statements certified by an officer of the company;  If the entities are publicly owned, provide a copy of the most recent 10K report; and,  Credit Report and, if available, financial rating reports and other documents indicating the financial condition of the contracting and financially responsible entities and any controlling entities. Financial Risks The University will evaluate the financial risks possessed by each Respondent that may impact the Respondent’s ability to successfully execute the project. Proposals should include the following information related to financial risks for each Firm:  Payment and Performance Bonding Capacity: provide a statement that shows how the bond amount(s) are derived. In the event that an alternative to bonding is proposed, provide information on the alternative and explain how it better protects the University’s interests versus payment and performance bonds.  Bankruptcy Information: provide a statement indicating whether the contracting and financially responsible entities, any controlling entities, any principal personnel or key development team members or other proposed equity investors have declared bankruptcy during the past five (5) years, and briefly describe the bankruptcies.  Pending Litigation: provide a statement indicating whether the contracting and financially responsible entities, any controlling entities, any principal personnel or key development team members or other proposed equity investors are involved in any business-related litigation, liens or legal claims, and briefly describe such matters.  Judgments: provide a statement indicating whether the contracting and financially responsible entities, any controlling entities, any principal personnel or key development team members or other proposed equity investors have had a business-related, court-sanctioned financial judgment against it/them during the past five (5) years, and briefly describe each instance. D. Project Approach The project approach should include a narrative describing how the Respondent will craft a master development plan as described in the Scope of Work. The description should address:  A summary of the vision and conceptual development for the Project. Respondents are strongly encouraged to include a high level site plan indicating the types and location of uses at the Project that maximizes value to the University;  Sequential steps necessary to create a successful development plan;  Frequency of meeting between Master Developer and Howard staff, task force, and advisory groups;EastCampus.datarooms.com

27 Role that the Master Developer should play in facilitating private development and the role of outside consultants, as needed (expenses related to outside consultants will be the sole responsibility of the Master Developer); and, Ideas and concerns regarding ULI recommendations and conceptual site plan.E. Community Relations PlanRespondents should identify how good relations with all involved parties (including the University, ANCs,District of Columbia Government, and surrounding community) will be maintained throughout theduration of the Project. The Master Developer will be required to coordinate with various Universitystakeholders including, but not limited to, the Office of External Affairs and Howard School of DivinityBoard of Visitors. Respondents should identify local market knowledge and a community relationsstrategy applicable to the District of Columbia. Respondents should commit to coordinating theiroutreach efforts with the University’s community representative.Previous community relations experience should be identified, including any relationships withgovernmental entities or community organizations on similar projects. In particular, discuss any projectsthat were executed on public or university land.F. Pricing StructureRespondents are required to develop pricing models for Phases 1 and 2 of the Scope of Work and tooutline all costs associated with due diligence, community engagement, and the overall developmentplan. For Phase 3, Respondents should describe a high level framework and approach for allocating valueto Howard during implementation of approved ECRP.Phases 1 and 2: Must submit a Firm Fixed Price cost proposal fully supported by pricing data adequate toestablish the reasonableness of the proposed fee. The following information should be submitted as partof the business proposal:a) Respondents must provide estimated labor hours and total price breakdown for each sequential step described in Section D;b) Respondents must provide fully loaded labor rates for each person proposed in the proposal;c) Travel costs, if any, supported by a breakdown including origin, duration, frequency, and purpose; andd) Breakdown of other expenses such as printing, copying, other clerical services, etc.CAUTION: Failure to provide breakdown of cost elements may render a proposal non-responsive.

28G. General RequirementsRespondents interested in the Project should provide straightforward, concise information that satisfiesthe requirements noted below. Brevity is appreciated and all proposals should conform to the followingrequirements: Four hard copies and one electronic copy must be submitted. Hard copies should be prepared on 8.5 x 11-inch paper, though oversized drawings may be folded into an 8.5 x 11 size; Text portions of the electronic copy of the proposal must be in a searchable format; All financial information (including budgets) included within a proposal must be submitted in Microsoft Excel with fully functional formulas; Any submitted proposal shall remain a valid proposal for 18 months after the proposal due date; All documentation submitted with the proposal should be contained in a single volume; Typeface shall be no smaller than 11 point and margins shall be no less than one inch; and, Expensive bindings, color displays and the like are not necessary.Proposal should follow the format below and should not exceed the following page limitations: Cover Letter PAGE LIMIT Team Qualifications One (1) page Financial Capability Ten (10) pages Project Approach Five (5) pages Ten (10) pages Community Relations Plan Four (4) pages Pricing Structure Five (5) pages No page limitation Appendices (Resumes and relevant information not required in the sections above)Proposals that do not include all of the information required in this section may not receive considerationunder this RFQ. The determination as to whether or not a proposal is responsive is at the sole discretion ofthe University. Respondents may wish to explain any omitted or unaddressed information; provided,however, that any failure to address completely the requirements of the proposal may be grounds fordisqualification of a proposal and an explanation alone will not be deemed a substitute for failure tosubmit information. Proposals received after the deadline will not be reviewed.

29Selection ProcessA. Best Value Process C. PresentationsHoward will utilize a best value process to select a Master Oral Presentations - Respondents may be required to make oralDeveloper. Proposals will be evaluated based on their technical presentations after submittal of written proposals to exhibit theirmerit and associated risk ratings, based on the factors below. understanding of the solicitation requirements. During the proposalOnce the University has completed the review of the Proposals, at evaluation process, the University may submit written questions toHoward’s sole discretion, it may: identify a short-list of the Respondents. The University will retain responses in its official fileRespondents that will be required to make an oral presentation as a historical record of the presentation slides and responses toto the University; select one Respondent for exclusive University questions.negotiation; issue clarifications to a short list of qualifiedRespondents requesting additional information; and/or disregard D. Scheduleany or all proposals.Risk Rating Description Point of Contact: Michelle Lockley, mlock-High [email protected] Likely to cause significant disruption of schedule orModerate degradation of performance. Risk may be Release of RFQ February 22, 2017Low unacceptable. Pre-Response Conference February 28, 2017 Can potentially cause some disruption of schedule or A non-mandatory Pre-Response Conference will 10:00am-11:00am EST degradation of performance. Risk can likely be be held via WebEx. mitigated. Site Visit March 1, 2017 — Little potential to cause disruption of schedule or March 3 2017 degradation of performance. Grounds are accessible to public. Building tours will be available between 10am and 6pm.B. Evaluation Factors Deadline for Written Questions March 6, 2017Respondents will be evaluated based upon the evaluation factorslisted below. The evaluation factors are listed in descending Questions may be submitted at any time, but will 3:00pm ESTorder of importance with the first having the most weight andeach of the following evaluation factors having equal or lesser not receive responses after deadline.weight than the one preceding it. University Reponses to Written Questions March 9, 2017Factor 1 Qualifications, Experience, and Past Performance Questions and responses will be available to allFactor 2 Project Approach Respondents via https://Factor 3 Financial Capability and Approach EastCampus.datarooms.comFactor 4 Community RelationsFactor 5 Price Proposal Due Date March 30, 2017 3:00pmEST Four hard copies and one electronic copy of pro- posals must be submitted. EastCampus.datarooms.com

30Terms & Conditions Disclaimer the committee evaluating the Proposals and its advisors. After a contract is awarded in whole or in part, the University shall have the right to duplicate, use, or disclose all Notwithstanding anything contained in this RFQ, neither Howard nor any of its Proposal data submitted by Respondents in response to this RFQ as a matter of public trustees, officers, employees, attorneys or consultants (collectively its “Agents”) shall record. be deemed to make or have made any representation or warranties, express or implied, regarding the accuracy or completeness of any statements or other Restrictions on Communications with University Staff information contained in or attached to this RFQ (including, without limitation, any representation or warranties as to the condition of the Site or the suitability of the Site From the issue date of this RFQ until a Master Developer is chosen and a contract award for any purpose). Respondents to this RFQ may not rely on any statements or is made, Respondents are not allowed to communicate about the subject of the RFQ with information provided by Howard or its Agents, and shall be responsible for satisfying any University administrator, faculty, staff, or members of the Board of Trustees or themselves as to the reliability, accuracy and/or completeness of each such statement advisors except the Designated Point of Contact. If violation of this provision occurs, the and information and ascertaining all conditions that affect or might affect its University reserves the right to reject the Respondent’s Proposal. proposed Project. Teaming Arrangements and Special Purpose Entities University Property Rights Multiple Team Members may form a joint venture for the purpose of submitting a The University requires that programmatic and standard-based requirements will be Proposal in response to this RFQ. A special purpose entity may be created for the defined in the planning phase. All designs and plans that are produced by the purpose of submitting a Proposal. The University may require that financial and Respondent as part of the Project will become the property of the University whether performance guarantees be provided by Team Members. Team members of one or not the Respondent is retained to continue beyond the submission stage of the Respondent may participate as Team Members of another Respondent (so long as each Project. affected Respondent gives its consent). Amendments to this RFQ Team Composition This RFQ may be amended by formal amendment, document, letter, or email. If this A Respondent may not change the composition of its proposed development team RFQ is amended, then all terms and conditions that are not amended remain unless it has given Howard prior written notice of the proposed change. In addition, a unchanged. Respondent must provide any financial or other materials requested by Howard to evaluate the newly proposed composition of the Respondent. Howard reserves the right, As-Is Condition 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 Howard makes no representations, warranties or guarantees concerning any Master Developer must receive Howard’s written approval before changing its team’s conditions at the Site (including, without limitation, the presence or possible presence composition; otherwise the Master Developer will be disqualified. of hazardous materials or substances). The Site is being offered in an “as-is, where-is” condition, and the Master Developer will be solely responsible for obtaining, at its sole Hold Harmless cost, all appraisals, surveys, legal descriptions, permits, zoning appeals and approvals, engineering and environmental studies and the like, as may be necessary for the By participating in this RFQ process, each Respondent agrees to indemnify and hold design, development, construction and operation of the Project. harmless the University and its officers, employees, contractors, trustees and advisors from and against any and all real estate and other brokerage fees or commissions, Authorizations by Submission of Proposal finder’s fees, and any other forms of compensation related in any way to activities undertaken by any person as a result of such person’s efforts towards and/or Any and all information provided by a Respondent may be used by the University to participation in this RFQ process or the submission by such person of a Proposal, and conduct credit and background checks. The University is authorized to contact the liabilities, losses, costs, and expenses (including reasonable attorney’s fees and individuals listed by the Respondent in the project examples for purposes of expenses) incurred by any indemnified party as a result of, or in connection with, any discussing the Respondent’s performance. claim asserted or arising as a result of, or in connection, with this RFQ process. This includes any and all activities related to the University’s exclusive negotiations with the Disclosure of Respondent’s Response Master Developer. This Request for Qualifications specifies the format, required information, and general Organizational Conflicts of Interest content of Proposals submitted in response to this RFQ. The University will not disclose any portions of the Proposals prior to contract award to anyone outside the When submitting and signing a Proposal, a Respondent is certifying that no actual, University other than the University’s administrative staff and counsel, apparent or potential conflict of interest exists between the interests of the University representatives of the State or Federal Government, if required, and the members ofEastCampus.datarooms.com

31and the interests of the Respondent. A conflict of interest (whether contractual, national origin, sex (including sexual harassment), age, marital status, personalfinancial, organizational or otherwise) exists when any individual, contractor, or appearance, sexual orientation, family responsibilities, disability, matriculation, politicalsubcontractor has a direct or indirect interest because of a financial or pecuniary affiliation, or on any other classification that is prohibited by law.interest, gift, legal proceeding for or against the University, or other activities orrelationships with other persons (including business, familial or household All individuals who come onto the property of the University, or who enter property whererelationships) and is thus unable to render or is impeded from rendering impartial the University conducts its business (“University Property”) are expected to conform to thisassistance or advice, has impaired objectivity in performing the proposed work, or policy. Respondents will be held responsible for the actions of their employees, officers,has an unfair competitive advantage. principals, consultants, and agents while on University Property. The University reserves the right to take all appropriate remedial measures to impose sanctions and to mitigateCost of Preparing Proposal against the recurrence of any violation of this policy. In such an event, the University may bar culpable individuals from University Property. In addition, in lieu of taking such action,Costs for developing the Proposals and any subsequent activities prior to contract the University may conclude that the Respondent is not an appropriate party to undertakeaward are solely the responsibility of the Respondents. The University will provide the Project and may disqualify the Respondent from doing business with the University inno reimbursement for such costs. the future. Such decisions will rest within the University’s sole discretion and may be made on any basis that the University deems appropriate under the circumstances.Attorney’s Fees Representations and Warranties of RespondentsIn the event that either party deems it necessary to take legal action in connectionwith the transaction contemplated by this RFQ, and in the event that the By submitting a Proposal in response to this RFQ, the Respondent warrants and representsUniversity prevails, the Master Developer agrees to pay all expenses of such action, that (i) if awarded the contract, it will not engage in illegal discrimination in anyincluding attorneys' fees and costs at all stages of litigation. 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 DistrictCode of Ethics and Conduct and (ii) that it has not offered or given anything of value to any member of the Howard Community in return for such party’s influencing or exercising his or her discretion in aIt is the policy of the University to conduct itself with the highest degree of particular way or performing any official act.integrity and honesty in all of its dealings. To further this process, its Board ofTrustees has adopted a Code of Ethics and Conduct (the “Code”) that contains a Proposal Addenda and Rules for Withdrawalset of guiding principles and responsibilities governing all members of the HowardCommunity. Members of the Howard community (“Howard Community”) include Prior to the date specified for receipt of offers, a submitted Proposal may be withdrawn byall Howard employees, corporate officers, and trustees, and the immediate families submitting a written request for its withdrawal to the Designated Point of Contact, signedand close personal acquaintances of the foregoing. Certain provisions of the Code by the Respondent. Unless requested by the University, the University will not acceptdeal with the relationship of the Howard Community with those seeking to do revisions, or alterations to Proposals after the Proposal due date. The University reservesbusiness with the University. In general, the Code prohibits any member of the the right to reject all submittals for any reason. Each firm responding will be notifiedHoward Community from receiving or soliciting anything of value in return for whether its submittal is to be shortlisted.influencing or exercising his or her discretion in a particular way. In addition, nomember of the Howard Community may receive or solicit anything of value General Conditionsbecause of any official act performed or to be performed by such an individual. Howard reserves the following specific rights, without limitation, with respect to Proposals:If a Respondent or the Master Developer violates or facilitates a violation of thispolicy, it will not be considered an appropriate party to undertake the Project and  The right to waive any irregularities or technical difficulties in the proposal process.may also be disqualified from doing business with the University in the future.  The right to reject any Proposal that the University deems incomplete or unresponsiveSuch a decision will rest within the University’s sole discretion and may be made onany basis that the University deems appropriate under the circumstances. and the right to remove the Site from the market and reject all Proposals.  The right to afford unsuccessful Respondents an opportunity to enter into backupCivil Rights contracts in an order of priority determined by the University in its sole discretion.It is the policy of the University to provide an environment for its students, faculty  The right to re-offer the Site if the University elects not to accept any Proposal.and administrative employees that is free from illegal discrimination, intrusion,  The right to select a developer whose response may or may not result in the highestintimidation, or exploitation. Therefore, the University will not tolerate any illegaltreatment of a member of Howard Community that is based on race, color, religion, return to the University.  The right to pull the RFQ and instead put out a Request for Proposals to a broader group of developers.

32 Appendix A. Cover LetterPROPOSAL SUBMITTED IN RESPONSE TOHoward University East Campus Redevelopment ProjectResponse to RFQ HU-ECRP-01Mr. Anthony Freemanc/o Ms. Michelle LockleyReal Estate and Asset ManagementHoward University2244 10th Street, N.W.Suite 402Washington, D.C. 20059In accordance with your request for qualifications (RFQ) Number #HU-ECRP-01, the undersigned, having due authority to submitthe following proposal with four hard copies and one electronic copy, hereby acknowledges that the terms and conditionsunder which Howard University seeks to contract services have been fully read and understood. The firm, its employees andagents, can and do agree to meet all requirements contained in this RFQ (unless stipulated in the response) and confirm thatthe proposed work contained in this response meets the conditions set out in the RFQ.We hereby certify that in preparing this response we have not been assisted by any current or former employee or agent ofHoward University whose duties relate to this proposal, other than providing information in response to written requests. Nosuch 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 verifyinformation regarding capacity of the firm for purposes of determining responsiveness of the proposal, or responsibility of thefirm as a prospective contractor.Corporate Name: __________________________________________________Corporate Address: __________________________________________________ __________________________________________________ __________________________________________________Phone ( )–Fax ( ) –Email:Corporate Entity Type, State Registered _____________________________________Employer Identification Number­­ _____________________________________

33Appendix B. Howard’s Development GuidelinesHoward University is transforming its administrative, academic, and administering its economic interest over the life of thefinancial structures to address the needs of its students in the 21st ground lease, therefore overly complex deal structures,century. A key pillar of the universities planned improvements rely ownership structures, and participation are discouragedon diverse, predictable revenue stream, in part funded by Howard’ssignificant, valuable real estate holdings. The University is currently Economic value to Howardexecuting a real estate strategy to capture value from its assets,largely by partnering with private sector parties. To protect - HU must obtain FMV for the ground lease supporting alluniversity interests and set expectations with potential partners developmentHoward developed the guiding principles below for negotiatingwith real estate development entities. - HU must receive additional value/benefits in exchange for any sole-sourced/non-competitive transaction (e.g., premium pricing,Planning and development approach ancillary profit opportunities, etc.)- Parties jointly recognize and promote that this effort builds upon - HU must safeguard the integrity of any sole source transactionthe University’s new and evolving model for University by protecting against windfall profits through gross revenueDevelopment participation and participation in liquidity events- Planning/Development Partner commits to delivering on HU’s - HU provides NO direct or indirect economic subsidy towards thevision represented in the Campus Master Plan as well as any construction and operation of any commercial developmentemerging HU vision, objectives, and strategy for the subject area componentsand corridor Link to Howard mission and values- Planning/Development Partner to present options and - Planning/Development Partner must demonstrate diversity onopportunities for consideration by HU. HU has final approval over the development teamthe final development plan for the subject area - Planning/Development Partner must demonstrate a- A cohesive approach to optimize value -- HU branding and commitment to coordinated community engagement inprogrammatic integration to be prominent throughout the subject conjunction with HUarea and corridor - Planning/Development Partner must demonstrate a- Dedicated Pre Development team consisting of Planning/ commitment to Inclusionary Zoning and/or other HU orientedDevelopment Partner and HU representatives to collaborate on the housing programs that promote affordabilitydevelopment plan prior to HU approval - Planning/Development Partner to collaborate with HU onTiming and risk sharing potential acquisition and development opportunities that are strategic and economically feasible- HU prefers to receive fair market value (FMV) upfront and requirePlanning/Development Partner to assume all market and - Development proposals must have a linkage to and createdevelopment risk sustainable value to HU’s academic mission (e.g., enhances opportunities and quality of life for HU students, faculty, staff,- HU wants to simplify the requirements for managing, monitoring, and brand) EastCampus.datarooms.com

Anthony Freeman Real Estate Executive Derrek Niec-Williams Campus ArchitectAdditional information is available atEastCampus.datarooms.com