REQUEST FOR PROPOSALS (RFP)
City of Duluth, Georgia
(Stage Two of Two-Stage RFQ/RFP Qualifications-Based Competitive Process)
Issued to:
Morris MidCity
6105 Bluestone Road, Suite A
Sandy Springs, GA 30328
Submit your Proposals to:
City of Duluth
3167 Main Street
Duluth, Georgia 30096
July 30, 2013
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Table of Contents
I. INTRODUCTION 3
II. REVIEW OF THE DEVELOPMENT OPPORTUNITIES 4
Development Opportunity # 1 “The Block” Description
Redevelopment Objectives Development Opportunity # 2 “Urban Residential Neighborhood Component”
Description Redevelopment Objectives General Considerations for Both Areas of Interest
III. SUBMISSION FORMAT AND CONTENTS 6 Cover Letter
Proposed Development Vision and Program Financial Requirements Insurance Requirements
IV. EVALUATION CRITERIA 11
V. RESPONSE DEADLINE 12
VI. INQUIRIES 12
VII. SELECTION PROCEDURE/TIMELINE 12
VIII. TERMS AND CONDITIONS 13
EXHIBITS
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SECTION I: INTRODUCTION
The City of Duluth and the Duluth Downtown Development Authority (DDA) have completed the process
to pre-qualify firms to design, finance, construct, develop, own and manage the two areas of opportunity,
referenced in the RFQ as Parcel A (“The Block”) and Parcels B, C, D and E (“Urban Residential
Neighborhood Component”) (See attached Overall Site Map). Combined, these parcels total nearly 16
acres of prime developable property, including nearly 9 acres and 38,000 square feet of potential adaptive
reuse buildings which are owned by the City of Duluth. Acting on the City’s behalf, the DDA is prepared to
negotiate the disposition of these parcels in order to achieve the City’s redevelopment objectives as
stated in Section II of this RFP.
The objective of this RFP process is to receive proposals that identify the highest and best uses for the
areas consistent with the City’s vision and defined redevelopment objectives. It is anticipated that this
process will lead toward the selection of a developer and the eventual disposition of the development
sites under mutually beneficial financial terms. The City and DDA will look favorably should the
respondent possess the capacity and interest to undertake both projects but recognize that these
development opportunities pose different challenges. Accordingly, separate submittals for each
development opportunity will be accepted.
The responses to this RFP should provide specific ideas, plans and strategies for the redevelopment of the
sites including a proposed development program, schedule for development and financing structure (as
identified in Section III of this RFP). The City and DDA are expecting to receive price offers for each
development opportunity, with the understanding that continued negotiations may be necessary.
The City and Downtown Development Authority reserve the right to request additional information from
respondent, or to issue additional requests to advance the review process. This RFP does not obligate the
Downtown Development Authority or the City of Duluth to select or negotiate or to accept offers which
the DDA or City determines are not in the best interest of the Authority or the City.
The Downtown Development Authority has been created and exists by virtue of the Development
Authorities Law, activated by a resolution of the Duluth City Council. The Downtown Development
Authority was established to promote the revitalization and growth of the City’s downtown area.
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SECTION II: REVIEW OF THE DEVELOPMENT OPPORTUNITIES
A. Development Opportunity #1: The Block
1. Description
Parcel A, commonly referred to as “The Block”, is generally bound by SR 120, Main Street, West
Lawrenceville Street and Hill Street (see Exhibit A). The entire block is comprised of several parcels and
totals approximately 2.8 acres.
2. Redevelopment Objectives
This RFP seeks proposals to construct a project which meets the goals and objectives identified below. The
City’s desired redevelopment of Parcel “A” is a restaurant/retail/entertainment district that will serve as a
catalyst for revitalization of the historic downtown area. The developer should incorporate forward-
thinking approaches to urban design, architecture, engineering, environmental technologies, and the
public realm, as well as a focus on preservation and repurposing of the existing structures located on the
property. Envisioned as a destination area, the repurposing and redevelopment of the property should:
Create a minimum of 30,000 square feet retail/restaurant spaces with approximately 10
restaurants. Restaurants should be unique in nature and developed with outdoor dining and/or
rooftop dining options.
Create a dynamic urban destination that encourages public gathering places and takes into
account the importance of a pedestrian environment.
Preserve and repurpose the existing structures on the property with any proposed new
construction (resulting for removal of structurally unsound buildings) being seamlessly intergrated
into the existing development.
Create unique signage, merchandizing, and branding for the development.
Create substantial positive economic value for the City through the generation of additional sales
tax revenues.
Provide a source of quality construction and permanent jobs for area residents.
Improve connectivity to the surrounding neighborhoods to improve property values, quality of life
and public safety.
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B. Development Opportunity #2: Urban Residential Neighborhood Component
1. Description
Parcels B, C, D, and E referred to as the “Urban Residential Neighborhood Component” are bound by
Hardy Street, Hill Street, the Norfolk Southern Railroad Track and the McClure Woods Residential
Subdivision (see Exhibits B 1-3). Parcel B is currently owned by the City of Duluth with the remaining
parcels being available for purchase from third parties.
2. Redevelopment Objectives
The City’s desired redevelopment of Parcels “B, C, D and E”, is as a mixture of residential uses
(condominiums, high-end apartments , townhomes, single family homes, etc..) designed and appointed to
attract young professionals and retiring baby boomers. The development should be high quality and
include amenities intended to attract the desired demographic groups. The development should address
the following objectives:
Create a dynamic urban residential development that seamlessly fits into the existing downtown
area.
Provide a mixture of for sale housing opportunities designed to attract young professionals and
retiring baby boomers.
Any proposed for rent apartment units should be limited to no more than two bedrooms per unit
and designed to include: appropriate high end interior finishes, solid surface countertops and
flooring, washer and dryer in each unit and stainless steel appliances. Other amenities may
include: mezzanine grilling areas, pool, gym, group theatre, outdoor gathering areas, and elevator
service to all levels, etc...).
Preserve and repurpose the existing Methodist Church structure on the property.
C. General Considerations for Both Areas of Interest
The proposals submitted in response to this RFP must take into account adequate parking spaces for the
residential/mixed use component on Parcels B, C, D and E, as well as an effective parking plan for Parcel A.
Although Parcel A does not need to provide a specific number of parking spaces, it should include public
“alleys” and community gathering spaces to support the retail/restaurant/entertainment area.
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SECTION III: SUBMISSION FORMAT AND CONTENTS
Submittals must include one (1) original of the response and three (3) hard copies of the response. Every
effort should be made to make proposals as concise as possible. Responses to both development
opportunities are advised to submit separate packages for each development area. Submissions must
address the following sections in order to be considered complete and ensure consideration.
A. Section I –Cover Letter
RFP responses must include a cover letter that should clearly show how the development team meets the
minimum vision of this RFP (cover letters should not exceed two pages for each development
opportunity).
B. Section II – Proposed Development Vision/Program and Completion Schedule
RFP responses must provide specific information detailing the proposed vision and program for the
development opportunities identified above. Information for this section should generally address the
following:
1. Describe the overall vision and provide a recommended development program for the relevant
development opportunity being addressed in the submission.
2. Provide a description of the proposed projects that includes at a minimum:
- Proposed uses, retail, high-end residential, restaurant, taverns, office, etc.
- Square footages broken down by type of use.
- Reuse of existing buildings, types of modifications to those buildings.
- Building heights and number of stories.
- Specific description of retail program.
- Specific description of restaurant program.
- Include any relationships with certain retail and/or restaurant groups.
3. Provide illustrative building plans or conceptual renderings (photographs of existing projects
completed by the development team may be substituted in lieu of providing illustrations or
renderings).
4. Describe the parking development strategy including a discussion if any additional public parking is
being considered as part of the project.
5. Describe the infrastructure development strategy.
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6. Provide an anticipated occupancy and completion schedule for the proposed developments.
Include any significant dates and milestones.
C. Section III –Financial Requirements
1. Financial and Operating Information. The Developer–Respondent is required to permit the
City to inspect and examine their company operating information and financial statements.
Each firm shall submit its legal firm name or names, headquarters address, local office
addresses, state of incorporation, and key firm contact names. Information submitted shall
include:
A. All Federal ID numbers for any entity related to or named in Proposal, including LLC’s
formed by any entity or member named in the proposal.
B. A statement that the firm(s) is (are) legally authorized, pursuant to the requirements of
the Georgia Statutes, to do business in the State of Georgia.
C. Audited financial statements for the past three (3) years as well as balance sheets,
income statements, and annual reports: (ii) tax returns; or (iii) SEC filings for the same
period, including those LLC’s formed by any entity or member named in the proposal
that are related to land development, redevelopment or property management.
D. If a firm is privately held and asserts that any of its financial statements are confidential
trade secret information, the firm shall make those statements which it asserts are
confidential available for inspection and examination by the appropriate City staff, in
the City of Duluth City Hall offices, no later than the RFP submission date.
2. Financial information for project
The Developer-Respondent's proposed project must demonstrate its financial feasibility
and economic viability. Subject to demonstrated evidence that financial assistance is needed,
the City will consider proposals that require incentives. Please include information below as
may be applicable.
A. Each response should include a 10-year cash flow statement which includes a
construction and operating pro-forma for the project, prepared by Developer-
Respondent utilizing "in-house" resources or a recognized third party development
consulting firm, and should detail all sources and uses of cash including distributable
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income. All entities that are to receive distributions, including a ground lease payment
to the City, should be identified.
B. Include a detailed project budget.
C. Outline an Operational Plan showing how the developments will be managed after
completion. Provide information concerning the anticipated tenant selection and mix.
D. Proposals should directly state the amount of equity investment in the project,
including the timing of equity investment, the terms for priority return and additional
return, and the calculation and priority payment thereof.
E. Provide capital structure of any LLC referenced in the RFQ submittal, with disclosures
on whether and how much of the equity of all the projects is pledged to secure other
loans or obligations (equity encumbered or free and clear).
F. Include any personal guarantees any of the principals will make related to the project.
G. Detail the source of the equity investment, anticipated holding period and how the
equity investment is expected to be liquidated.
H. With respect to any proposed debt financing, whether it be construction, permanent,
or mezzanine, provide a term sheet for each describing the loan amount, interest rate,
amortization, term, defeasance, pre-payment, reserve requirements, recourse,
assumability and any other relevant terms.
3. Developer payments and deposits.
It is anticipated that this process will lead toward the selection of a developer and the eventual
disposition of the development sites under mutually beneficial financial terms. Accordingly, the
following payments and deposits will be required from the selected developer, unless
otherwise determined by the City and DDA.
A. Upon execution of a Letter of Intent, the selected Developer-Respondent shall make a
deposit of $150,000 by bank check payable to the City. This deposit shall not be held in
escrow.
B. In the event that the Developer-Respondent has not begun construction or rehabilitation
work within one (1) year of the execution of a contract, the City may, in its sole and
absolute discretion, terminate negotiations with the Developer-Respondent and retain all
Developer-Respondent deposits and pursue any other alternatives it may choose.
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C. If a private transaction is selected by the City, and proof that all funds required to complete
the construction of the Project is not provided within three (3) months after the execution
of the contract between the City and the Developer-Respondent, the City may, at its sole
and absolute discretion, return all Developer-Respondent deposits and pursue any other
alternatives it may choose.
4. Completion assurance
The Developer-Respondent will provide a detailed description of means to assure the lien-free
completion of the Project to the satisfaction of the City. This will include completion guarantees,
surety bonds, letters of credit, etc.
D. Section IV – Insurance Requirements
The Developer-Respondent shall procure and maintain during the life of the contract insurance coverage,
for not less than any limits of liability shown below and shall include contractual liability insurance as
applicable to the Developer-Respondent’s obligations, with a carrier authorized to do business in Georgia.
A. All coverage shall be primary and shall apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer’s liability. Original
endorsements, signed by a person authorized to bind coverage on its behalf, shall be furnished to
City of Duluth and DDA by the Developer-Respondent.
B. Commercial General Liability: The Developer-Respondent shall maintain insurance for protection
against all claims arising from injury to person or persons and against all claims resulting from
damage to any property due to any act or omission of the Developer-Respondent, his agents, or
employees in the operation of the work or the execution of this contract.
Bodily Injury (Injury or Accidental Death) and Property Damage……... $1,000,000 per
occurrence
C. Comprehensive Automobile Liability: The Developer-Respondent shall maintain Automobile
Liability Insurance for protection against all claims arising from the use of vehicles, rented vehicles,
or any other vehicle in the prosecution of the work included in this contract. Such insurance shall
cover the use of automobiles and trucks on and off the site of the project. The minimum amounts
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of Automobile Liability Insurance shall be as follows: Bodily Injury (Injury or Accidental Death) and
Property Damage……. $1,000,000 combined single Limit
D. Workers’ Compensation Insurance: The Developer-Respondent shall maintain Workers’
Compensation Insurance for all their employees who are in any way connected with the
performance under this agreement. Such insurance shall comply with all applicable state laws.
Workers’ Compensation - Statutory Limits
Employers Liability Insurance - $500,000 each accident, $500,000 disease each employee,
$500,000 disease policy limit.
E. Professional Liability Insurance: If providing a professional service, the Developer-Respondent
shall maintain Professional Liability Insurance to cover errors, acts of omission by the Developer-
Respondent, its agents, and representations in the performance of its obligation herein:
$1,000,000 per occurrence
Developer-Respondent shall provide the City and DDA with a Certificate of Insurance showing proof of
insurance acceptable to the City and DDA. Certificates containing wording that releases the insurance
company from liability for non-notification of cancellation of the insurance policy are not
acceptable. Developer-Respondent and/or its insurers are responsible for payment of any liability arising
out of Workers’ Compensation, unemployment or employee benefits offered to its employees.
Insurance is to be placed with insurers with a current A.M. Best’s rating of not less than A: VII, and
licensed to operate in Georgia by the Georgia Department of Insurance, unless otherwise acceptable to
the City and DDA.
Workers’ Compensation policies are to be endorsed to include a waiver of subrogation in favor of the
City and DDA, its officers, officials, employees, and agents.
The successful Developer-Respondent shall maintain the Automobile Liability and General Liability
insurance naming the City and DDA, its officers, officials, employees and agents as Additional Insured as
respect to liability arising out of the activities performed in connection with this proposal.
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All said insurance shall contain a provision that coverage afforded under the policies will not be canceled
unless and until thirty (30) days prior written notice has been given to the City and DDA.
Should the Developer-Respondent cease to have insurance as required during any time, all work
by the Developer-Respondent pursuant to this agreement shall cease until insurance acceptable
to the City and Duluth DDA is provided.
Deductibles, Co-Insurance Penalties, & Self-Insured Retention: The Developer-Respondent shall agree
to be fully and solely responsible for any costs or expenses as a result of a coverage deductible, co-
insurance penalty, or self-insured retention; including any loss not covered because of the operation
of such deductible, co-insurance penalty, or self-insured retention.
Subcontractor’s Insurance: The Developer-Respondent shall agree to cause each subcontractor employed
by Developer-Respondent to purchase and maintain insurance of the type specified herein, unless the
Developer-Respondent’s insurance provides coverage on behalf of the subcontractor. When requested
by the City and DDA, the Developer-Respondent shall agree to obtain and furnish copies of certificates of
insurance evidencing coverage for each subcontractor.
SECTION IV: EVALUATION CRITERIA
The City of Duluth and Downtown Development Authority (DDA) support the creation of a vibrant urban
neighborhood and retail/restaurant district to complement current and future downtown business
enterprises. Accordingly, the Downtown Development Authority (DDA) along with City of Duluth will
evaluate responses based on the following criteria:
- Consistency with redevelopment objectives and City’s overall vision for the
development areas.
- Acceptable financial terms.
- Acceptable project schedule for occupancy and completion.
- Determination that the proposed project (s) are in the best interest of the City of Duluth
and its citizens.
*Please note this RFP does not obligate the Downtown Development Authority or the City of Duluth to
select or negotiate or to accept offers which the DDA or City determines are not in the best interest of the
Authority or the City.
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SECTION V: RESPONSE DEADLINE
Response to this Request for Proposal (“RFP”) must be submitted in hard copy (one original and three
copies) by no later than 4:00 p.m. September 23, 2013. A response received after this time and date will
not be considered. Please address response to:
City of Duluth
Attention: Teresa Lynn, City Clerk
3167 Main Street
Duluth, Georgia 30096
SECTION VI: INQUIRIES
There will be a pre-submittal conference on August 12, 2013 at 10:00 am EST at the City of Duluth
Planning Conference Room. A question and answer time will follow the pre-submittal conference. All such
written inquiries must be delivered by 5:00 PM EST. on August 22, 2013, after this date, no further
questions will be accepted. Following review of the submitted questions, staff may schedule additional
conferences for the purpose of disseminating information or clarifying requests. Requests for information
and questions should be submitted to:
Tim Shearer, City Manager
City of Duluth
3167 Main Street
Duluth, Georgia 30096
Respondent will be provided access to or a copy of the City of Duluth’s written responses to all inquiries by
4:00 PM EST on August 27, 2013. Informal verbal communications during site visit, by any person other
than the meeting organizer, shall be considered unofficial and the City shall have no responsibility to verify
any information that is not contained in this RFP or future addenda.
SECTION VII: SELECTION PROCEDURE/TIMELINE
The City of Duluth, Downtown Development Authority (DDA), and staff will review responses in
accordance with the evaluation criteria outlined above and may request additional information or
schedule a presentation from the respondent. Formal negotiations, leading to execution of a Development
Agreement(s) will be determined by the City and DDA at the appropriate time.
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Issuing this RFP does not obligate the Downtown Development Authority or the City of Duluth to select or
negotiate with the respondent or to accept offers which the City and DDA determines are not in the best
interest of the Authority or the City.
The following is an approximate project schedule, subject to modification:
RFP Process
RFP Issued July 30, 2013
Pre-submittal conference August 12, 2013
RFP response due September 23, 2013
Developer Selection (tentative) October, 2013
EDA Execution (tentative) November, 2013
SECTION VIII: TERMS AND CONDITIONS
All responses and supporting materials as well as correspondence relating to this RFP become property of
the City and DDA when received. Any proprietary information contained in the response should be so
indicated. However, a general indication that the entire contents, or a major portion, of the proposal is
proprietary will not be honored. The following terms and conditions shall also apply:
A. All applicable Federal and State of Georgia laws, City of Duluth and Gwinnett County ordinances,
licenses and regulations of all agencies having jurisdiction shall apply to the respondent throughout and
incorporated herein.
B. Professionals requiring special licenses must be licensed in the State of Georgia, and shall be
responsible for those portions of the work as may be required by law.
C. No Response shall be accepted from, and no contract will be awarded to, any person, firm, or
corporation that (i) is in arrears to the DDA or the City with respect to any debt, (ii) is in default with
respect to any obligation to the DDA or the City, or (iii) is deemed irresponsible or unreliable by the City or
Downtown Development Authority.
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D. The City of Duluth and Downtown Development Authority shall be able to request of the respondents’
satisfactory evidence that they have the necessary financial resources to accomplish the developments as
contemplated in the RFP.
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