THE CITY UNIVERSITY OF NEW YORK BROOKDALE CAMPUS DEVELOPMENT

THE CITY UNIVERSITY OF NEW YORK BROOKDALE CAMPUS DEVELOPMENT HUNTER COLLEGE REQUEST FOR PROPOSALS

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THE CITY UNIVERSITY OF NEW YORK Request For Proposals

for Brookdale Campus Development

Project No: HU300-007

Hunter College New York, New York

RFP Issued: December 18, 2007 Proposals Due: March 7, 2008


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Table of Contents

Part A – Executive Summary I – Introduction …………………………………………………………………………….…….………………3 Part B – Property Overview II – Neighborhood Overview…………………………………………………….……………………………...4 III – Property Description and Development Potential …………………………………………………….6 Part C – Proposal

IV – Proposer’s Threshold Obligations…………………………………….………………….…….………...9 V – Proposer’s Additional Obligations…………………………………….………………….…….………..11

VI – Proposal Requirements……………………….…………………….…….……………………………..12 VII – Proposal Timeline………………………………………………………………………………………..16

VIII – Selection Criteria ………………………………….…………………….…….………………………..18 IX – Selection Process …………………………………….……………………………………….…………19 X – Brokerage …………………………………….…………………….…….………………….……………19 XI – Information Supplied by Proposer …………………………………….…………………….…………20 XII –Representations and Warranties ………………………………………….…….……………………..20 XIII - CUNY’s Right to Terminate…………………………………………………………..………………...21

XIV – Procurement Lobbying Act (PLA) of 2006……………………………………………………………21 XV- Minority and Women Owned Business Enterprises…………………………………………………..23

Part D – Appendix

A. Site Plan B. Current Building Room Use Diagrams – By programmatic use C. Current Floor Plans D. SCA Design Standards E. Department of Education Program F. Dormitory Information G. Academic Swing Space Program H. Financial Breakdown I. Procurement Lobbying Act Forms J. MBE/WBE Utilization Forms K. New York State Vendor Responsibility Questionnaire


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PART A: EXECUTIVE SUMMARY Section I: Introduction The City University of New York ("CUNY") on behalf of Hunter College, is seeking proposals for a mixed use development on a 4.2 acre property located at 425 East 25th Street, New York, NY, (p/o Manhattan Block 962, lot 100) currently known as the Brookdale Campus of Hunter College of the City University of New York ("Brookdale Site"). The Brookdale Site currently houses Hunter College's Schools of Health Professions; the Brookdale Center on Aging; the Center for AIDS, Drugs and Community Health; and a dormitory. The Site consists of three (3) multi-story buildings in a campus setting at 25th Street and First Avenue in Midtown Manhattan. CUNY, in cooperation with the New York City Department of Education ("DOE"), is interested in exploring alternative proposals for Site sale or lease and development, and by this RFP it seeks to determine the most qualified purchaser or development partner. On January 22, 2007 CUNY issued a Request for Expressions of Interest (RFEOI) in order to introduce the Brookdale Site and the development opportunity to the real estate community, to solicit input from the real estate community as to the feasibility and desirability of CUNY’s development objectives for the Brookdale Site, and to assist CUNY in formulating a development and site disposition plan that would be feasible and attractive to the real estate community and to the public stakeholders in the Brookdale Site. The results of the RFEOI, in combination with the most current information available about the Brookdale Campus buildings and site, as well as any DOE requirements, helped to inform this RFP. The Brookdale Site RFP is part of a larger anticipated construction development which includes a New Hunter College Science and Health Professions facility. CUNY's development plan involves construction of a new Upper East Side facility ("New Hunter Science and Health Professions Building") on a site currently occupied by the DOE- owned Julia Richman Education Complex at 317 East 67th Street, New York, NY, ("DOE Site"). The construction of the New Hunter Science and Health Professions Building, will be undertaken by CUNY and is independent of this RFP. Upon completion, the New Hunter Science and Health Professions Building will house the Hunter academic programs currently located on the Brookdale Site. Construction of the New Hunter Science and Health Professions Building can only occur after the DOE schools are relocated to the Brookdale Site. CUNY will replace and relocate the current Julia Richman Education Complex structure and functions with a state-of-the-art multi-school learning facility on the Brookdale Site, with access from First Avenue and 25th Street. Creation the New JREC on the Brookdale Site is an essential condition to the redevelopment of the Brookdale Site. In addition, Hunter’s academic programs at Brookdale may require relocation to swing space during the construction of the New JREC facilities and the construction of the permanent replacement space in the New Hunter Science and Health Professions Building. CUNY, therefore, requires Proposers to include in their proposal plans to eliminate/minimize the need for swing space and/or provide swing space, as necessary, for the current Hunter/Brookdale academic program. CUNY further requests that all Proposers explore and include alternatives either to keep, rebuild or relocate the Hunter dormitory currently on the Brookdale Site (See Proposers Obligations, Section IV). Proposers should include a detailed schedule of development activities, with milestones, for CUNY's review and evaluation. Proposers will be evaluated not only on the offering price and the quality of their development concept and design, but also on their ability to provide a practical yet expedited construction schedule for the New JREC, while minimizing the costs associated with relocating the Brookdale academic facilities and student housing. The following RFP documents describe the Proposal Requirements and specifics of the Brookdale Site in greater detail.


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PART B – PROPERTY OVERVIEW Section II: Neighborhood Overview Overview: The Brookdale Site is strategically located in the Kips Bay area of Mid-Manhattan, at the center of the NYU/Bellevue medical corridor, within easy walking distance of the many corporate headquarters that surround Madison Square Park and the major educational institutions in the neighborhood. The site is situated near some of the City's more popular historic residential neighborhoods, including Gramercy Park, Murray Hill, and the reinvigorated Peter Cooper Village / Stuyvesant Town, and is within easy access to the United Nations and a number of foreign embassies. There is much ongoing growth and construction in the area, which may offer a unique development opportunity. Some of the City's best public schools are located in the vicinity of the Brookdale site. The site is located along the East River, providing spectacular harbor views with diverse recreational amenities. The Site, along with the surrounding historic neighborhoods, demographically provides a critical mass of affluent residents able to support a comprehensive array of commercial and recreational amenities in the vicinity. For further information regarding the neighborhood, refer to the Manhattan Community Board 6 / 197-A Plan available online at http://www.cb6mnyc.org/CB6%20197-A%20Plan%20.pdf . Diverse Demand Base: The Site lends itself to commercial, diplomatic and residential development. A number of New York's more prominent institutions surround the Brookdale Site, creating a demand-base for multiple community and residential uses. Development at this site could attract medical professionals, diplomats, academics, and business people. It is near major cross-town access routes to the West through 23rd and 34th Streets. The following offers an overview of some major sources of demand: Medical District: The Brookdale Site lies in the center of a vast complex of medical facilities stretching along the FDR Drive from 23rd Street to 34th Street. Components of this medical complex include the New York University Medical Center, Bellevue Medical Center, the Veteran's Administration Medical Center, the Tisch Hospital, and the Rusk Institute of Rehabilitation Medicine, among others. Madison Square Park Corporate Campus: Located four blocks west of the Brookdale Site is the growing corporate headquarter facilities for Credit Suisse, New York Life Insurance Company, Metropolitan Life Insurance Company, The Reed Elsevier Group, EMI, Ziff Davis, and the Consolidated Edison Company, among others, that currently define the Madison Square neighborhood and give rise to a need for more corporate residential housing. United Nations Headquarter Complex: Less than a fifteen minute walk north of the Brookdale Site, stretching from 42nd Street to 48th Street along the East River, the UN Headquarters Complex is comprised of approximately 3,400 employees. In addition to the medical and corporate professionals in the vicinity, the United Nations Headquarters Complex creates a recession-proof source of residential demand. The relationship between the Brookdale Site and the United Nations is further enhanced by the immediate proximity to the United Nations International School (UNIS), just to the east of the Brookdale Site over the FDR. UNIS is a private Kindergarten through twelfth grade facility, providing an exceptional education to over 1,300 students, a majority of whose parents are employed by the UN. Major Educational Institutions: There are many educational institutions in the vicinity of the Brookdale Site, including Baruch College, the School of Visual Arts, the NYU School of Medicine and the NYU College of Dentistry. These prominent schools of higher education attract adult students and faculty into the area, adding to the existing demand base for development at the site.


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Overview of the Residential Neighborhood: It is important to note that the Brookdale Site is located in Kips Bay, traditionally known for its comfortable family-oriented atmosphere. Kips Bay has a new retail entertainment complex at Second Avenue and 30th Street, housing a fifteen screen Loews Theater Multiplex with large retail establishments, including a Borders Bookstore, Office Depot, and Petco. Within easy walking distance of the Brookdale Site, the new movie theater provides a key neighborhood amenity, attracting participants from the East Village as well as Sutton Place. A critical mass of residents in the area has encouraged the development of a wide range of neighborhood amenities, including prestigious schools, fine restaurants, and diverse entertainment venues, and a myriad of retail establishments. Kips Bay is bordered by the neighborhoods of Gramercy Park, recognized as one of the City's most historic and desirable residential neighborhoods for more than 150 years; Murray Hill, where new hotels, shops, and stylish restaurants are mixed with classic New York Townhouses; and Peter Cooper Village / Stuyvesant Town, the largest planned neighborhood in Manhattan, which recently sold for a record $5.4 Billion. East River Recreational Amenities: The East River Esplanade passes along the Brookdale Site's eastern flank, providing its residents with unfettered access to biking, rollerblading, running, and walking along the river. The East River Esplanade is part of the Manhattan Waterfront Greenway, a 32 mile path which encircles Manhattan. Recently, the Department of City Planning (DOCP) initiated an extensive rehabilitative program to redevelop the entire Greenway. Stuyvesant Cove, which is an integral component of the Esplanade from East 23rd Street to East 25th Street, was recently upgraded as part of this redevelopment project. This stretch of the esplanade is immediately east of the Brookdale Site and includes bicycle paths and walkways separated by greenery and benches. Retail Amenities: First Avenue is experiencing retail resurgence, as a direct result of the growth of the professional population attracted to the area. The area from 23rd Street to 34th Street and Second Avenue to Third Avenue is all heavily populated with convenience-oriented retailers serving the local residential community. Local shopping and service establisments, including plentiful grocers and delicatessens, laundromats, hardware stores, tailors, video stores, drug stores, beauty salons, opticians, photo shops, coffee shops, and fast food restaurants define the neighborhood thoroughfares. For larger purchases, the stores of Union Square, Chelsea or West 34th Street are a quick walk or bus ride away. A vast selection of almost every big name retailer is situated along this corridor, anchored by Whole Foods, Trader Joes, Bed Bath and Beyond to Macy's and the Manhattan Mall. Transportation: The Brookdale Site maintains excellent visibility and access from the FDR Drive. The site is also served well by the subway (#6 train) with nearest stations at 23rd and Park Avenue and 28th and Park Avenue. North/south bus service along First Avenue is provided by the M9 and M15. Convenient bus services include cross-town service along 23rd Street (M23) and 34th Street (M34). The NYU Campus transportation buses have multiple stops near the Site on First Avenue serving NYU students and medical staff. The Queens Midtown Tunnel entrances are on 34th Street between First and Second Avenues and 36 Street near Second Avenue. The Tunnel offers easy access to the major metropolitan airports located in Queens County. Conclusion: Connected to Manhattan's vast transportation network and surrounded by some of the City's most desirable residential neighborhoods, the Brookdale Site has access to an impressive array of area retail, dining, and entertainment venues, while remaining pleasantly removed from the bustle of Manhattan life. The site's convenient proximity to nearly a dozen leading medical institutions, the Madison Square Business District, the United Nations, and several major educational facilities creates an enormous demand base for development.


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Section III: Property Description and Development Potential Completed in 1952, the Brookdale Site, located at 425 East 25th Street, currently houses Hunter College's Schools of Health Professions, the Brookdale Center on Aging, and the Center of AIDS, Drugs and Community Health, and a dormitory. The existing facility consists of three multi-story buildings situated in a campus setting. The current academic uses will eventually be relocated to the New Hunter Science and Health Professions Building upon its completion, but during the development of the Brookdale site and construction of the new Hunter Science and Health Professions Building, these current academic uses must be accommodated either on the Brookdale site or, as necessary, in swing space off-site. Likewise, the dormitory must be retained on the Brookdale Site or relocated off-site. These issues are described in further detail in Section IV, Proposers Obligations. Block & Lot

The Brookdale Site and the adjacent City-owned Bellevue Medical Center currently constitute a single zoning lot and a single tax lot: Block 962 / Lot 100. A Zoning Lot Development Agreement ("ZLDA"), allocating the Brookdale Site its proportionate share of the floor area generated on the zoning lot, will be executed and recorded prior to closing. In addition, Bellevue Medical Center and the Brookdale Site will be subdivided into separate tax lots prior to closing.

Site Area

The Brookdale Site occupies approximately 4.2 acres of land area, according to New York City records. Although the precise dimensions of the Site require verification, this estimate is equivalent to approximately 182,830 square feet, comprising a large block of land in mid-Manhattan. Frontage

The Brookdale Site features continuous frontage along the four city streets that bound the site: First Avenue - 234.52 feet 25th Street - 779.58 feet East River Drive - 234.52 feet 26th Street - 779.58 feet

26th Street

East 26th Street between First Avenue and the FDR Drive has been closed and de-mapped by the City of New York. Legal Title

Fee title to the Brookdale campus originally was vested in the City of New York (the “City”). CUNY, never the less, has had beneficial use of the Brookdale Campus since the early 1960s; it had been previously occupied by the Bellevue School of Nursing. In 1979, a formal transfer of fee title to the State was mandated by State legislation. In 1985 the fee title was subsequently transferred to the Dormitory Authority of the State of New York ("DASNY"). The deeds to the property provide that ownership of the Brookdale Site shall revert to the City of New York if the property ceases to be used for "senior college purposes." The City has advised CUNY that in order to accommodate the development of the Brookdale Campus as contemplated by this RFP, the City is prepared to


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waive its right to reqacquire fee title to the Brookdale Site, provided that the City’s strategic objectives are met through an appropriately structured transaction, including the rebuilding and relocation of the JREC as presented in this RFP. Zoning The chart below provides a summary of the zoning applicable to the site.

Brookdale Site Zoning Summary (All Square Footages are Approximate) Block 962 Lot Part of 100 Zoning R8 / Residential District Floor Area Ratios Maximum Residential FAR 6.02 Maximum Community Facility FAR 6.50 Total Maximum FAR 6.50 Site Area App. 182,830 SF Maximum Permitted Floor Area 1,188,395 SF Existing Floor Area 448,600 SF Permitted Floor Area If All Existing Bldgs Remain 739,795 SF

Please note that the zoning data contained in this RFP is offered for information purposes only. Proposers are hereby placed on notice that they should not rely on this data. Zoning calculations set forth in this RFP are subject to the possibility of errors or omissions. Opinions, assumptions or estimates are provided by way of example only. Proposers must not rely on the calculations provided for bid or purchase purposes. Independent verifications must be performed by the Proposers to insure complete accuracy. Public Approvals Any proposals to develop the Site must take any and all City, State and Federal requirements into consideration. Development of the site that entails actions that are subject to New York City's Uniform Land Use Review Procedure (ULURP) in whole or in part are not precluded. However, speed in completion of the New JREC is a crucial selection criterion for the RFP. Proposers must clearly indicate whether the construction schedule for the New JREC is contingent on receipt of zoning approvals. Current Building Descriptions All three buildings currently located on the Brookdale Site were completed in 1952 and are connected at the first floor level for easy transition and safety: • The West building consists of 10 stories and a basement and houses an auditorium, the Biology and

Chemistry Departments, academic science classes, fume hood labs, a pool, and health and physical education space. The West building is accessed through the courtyard formed by all three buildings on 25th Street and is the primary form of entry into the Brookdale campus.


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• The North Building consists of 13 stories and a basement and houses 527 dorm beds of the 677 total beds

from the mezzanine through the 12th floor. The 13th floor is used by the Brookdale Center on Aging. • The East Building consists of 6 stories and a basement level at grade containing a loading dock for the campus

on 25th Street. This building also houses 150 dorm rooms of the 677 total beds on floors two through six. It includes a cafeteria that is not currently in use. The basement level houses academic offices, physical therapy and nutrition and food services.

See floor plans of current buildings in Appendix C. Each building has its own water tower with separate risers, heating and hot water systems, sprinklers and standpipes. The main electrical vaults are located in the North Building with sub panels in the East and West Buildings. There is no central air conditioning in any of the buildings. There are separate heating systems for each building. The existing buildings share a common basement and are also connected at the ground floor. The buildings comprise 448,600 square feet of zoning floor area. (See Appendix B, which contains room use diagrams for each building showing programmatic use by floor. Also see floor plans by building in Appendix C.) Note that none of the buildings, nor the tennis court on 25th Street, are required to be retained in Proposers development schemes, except for the architectural relief sculptures, which must be salvaged from demolition and given to CUNY for storage. Building information is provided to assist Proposers in understanding the condition of existing buildings in the event Proposers choose to retain any of the buildings and to provide information to assist the Proposers in formulating plans to meet their Obligations under the RFP.


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PART C – PROPOSAL Section IV: Proposer’s Threshold Obligations Proposers must satisfy all the obligations set forth in this RFP, including three Threshold Obligations: 1) the successful Proposer must provide for the accommodation and development of a new 304,180 GSF state-of-the-art multi-school facility, "New JREC" for the Department of Education (DOE) on the Brookdale Site; 2) Proposers shall submit alternatives and options for preservation or relocation of Hunter College's dormitory currently located in Brookdale's North and East Buildings, which shall be jointly owned by CUNY and DASNY; and 3) Proposers shall submit options for relocating and/or minimizing the need for swing space for the current Hunter/Brookdale educational programs. 1) The New Julia Richman Education Complex ("New JREC") As part of the project, the selected Proposer must build and pay for a state-of-the-art multi-school facility, with access from First Avenue, for the new JREC, for the Department of Education (DOE) on the Brookdale Site. The New JREC is required to be built out under green, design and construction standards promulgated by the School Construction Authority (“SCA”) a summary of which is included in Appendix D and available online at: http://schools.nyc.gov/Offices/SCA/DoingBusiness/AE/default.htm The initial program for the New JREC is included in Appendix E and is designed for a multi-school site of approximately 304,000 GSF. The process of the design and development of the New JREC facility will be carried out by the selected Proposer in consultation with the leadership of the Julia Richman Education Complex, the DOE, the SCA and CUNY. Ultimately, the selected Proposer will transfer title of the New JREC to DOE, either as a fee interest or a condominium interest in Proposer’s larger project. 2) Dormitory Proposers shall explore and submit alternatives and options for preservation or relocation of the Hunter dormitory located in the Site's North and East Buildings. Irrespective of the proposal, CUNY/DASNY shall own the dormitory. Should Proposer elect to relocate the dormitory from the Brookdale Site, CUNY will consider relocations to: * Another portion on the Brookdale Site, or * Another location within the City of New York, with convenient subway access, preferably on the east side Lexington Avenue IRT, #s 4, 5 or 6 lines.

Strong preference will be given to Proposers who provide replacement beds at a cost which enables CUNY to charge similar rental rates as those currently offered at the dorm facilities on the Brookdale site. If replaced, the new Dormitory should accommodate a total of 600 beds. CUNY will not consider relocation of the dormitories to the DOE Site, currently occupied by the Julia Richman Education Complex and the future site of Hunter’s new Science and Health Professions facility. Attached in Appendix F is a more detailed description of the room and board charges for the dormitory and a description of the current space program; although the number and arrangement of rooms need not be replicated, a total of 600 beds must be included in dormitory layout. Proposers are requested to structure the dormitory options and alternatives to avoid substantial increases in the dormitory fees outlined in Appendix F.


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3) Swing Space Proposers shall submit options for relocating and/or minimizing the need for swing space for the current Hunter/Brookdale academic programs, if required by the proposal development plan during construction. Proposers are required to incorporate options and alternatives for "swing space" including, if possible, preserving as many of the programmatic uses at the Brookdale Site for a period of time, until the New Hunter Science and Health Professions Building is completed. If the Proposal development plan includes off-site swing space, it should be located with convenient access to mass transportation, preferably the east side Lexington Avenue IRT #s 4, 5 or 6 subway lines. The construction of a new location is estimated to take approximately 2-3 years beyond the Proposer’s projected completion date for the New JREC project at the Brookdale site. Any proposed swing space must fully comply with any and all applicable New York City and State building code requirements for educational uses, as well as satisfy all federal requirements for "public use space," such as the Americans with Disabilities Act ("ADA"). The estimated swing space area, when combined with any space that Proposer permits CUNY to continue to use on the Brookdale Site during development and construction, is between 280,000 to 300,000 gross square feet. For a more detailed breakdown of the academic swing space by type and location please refer to Appendix G. Note: the swing space breakdown does not include all current uses, as some existing uses will not be maintained. Financing The required threshold obligations as set forth in this RFP shall be funded entirely by the successful Proposer and/or the development on the site. Proposers should note that CUNY’s requirement is that the development of the New JREC, the Dormitory, and Academic Swing Space be fully funded by the Proposers. Public funds for the New JREC, Dormitory and Academic Swing Space are not available. LEED Certification CUNY requires that all new construction buildings created in relation to this RFP, including Proposers own, achieve LEED Silver Certification from the US Green Building Council. For information regarding the Department of Education Green Building Standards please refer to them online at http://schools.nyc.gov/Offices/SCA/DoingBusiness/AE/NYCGreenSchoolsGuide/default.htm.


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Section V – Proposer’s Additional Obligations 1. Time and quality are the essence of this Project. 2. The Proposer shall comply with applicable federal, state and local law and regulations (collectively “Law”). 3. Any mention in this RFP of any additional or particular Law or Standard shall in no way limit the affirmative

duties of the Proposers to follow the requirements set forth in this Section 5. 4. Proposers shall provide complete information regarding all expertise, labor and resources to secure

financing, complete design and construction, and methods of management of the Project in accordance with the requirements of this RFP.

5. The successful Proposer shall obtain and maintain throughout the term of the Project, in accordance with

Law, such licenses, insurances, permits, approvals and certificates as are necessary to perform the Project, including but not limited to professional insurances, business and occupational licenses and certificates.

6. The successful Proposer shall make best efforts to incorporate into the Project any changes in University

and/or College policy promulgated during the Project. 7. Proposer shall appoint a Principal/Partner and other appropriate staff. 8. Absent death or disability, Proposer shall receive prior written approval from CUNY before changing the

Principal/Partner. The intent of this provision is to provide personal services. 9. The words “Force Majeure” to mean unforeseeable events, acts of God, fire, earthquake, explosion,

epidemic, riots, civil disturbance, strike, war, injunctions of governmental entities, embargoes, blockades or catastrophic, excessive, unforeseen inclement weather based on data from the National Oceanic and Atmospheric Administration.

10. For a mid-term change of Principal/Partner, for any reason, Proposer shall promptly provide a detailed

continuity plan (the “Continuity Plan”) for CUNY approval. 11. The Principal/Partner shall attend meetings as required by CUNY. 12. The successful Proposer shall obtain the prior written approval of the University before Proposer or any of its

officers, employees or agents makes any statement to the press or issues any communication or publication regarding any information involving this Project.

13. The successful Proposer shall enter into such Agreements and with such parties as are necessary to

effectuate and complete the Project in the best interests of CUNY. 14. The successful Proposer shall design and coordinate utility connections with local utility providers and

provide for system-wide monitoring.


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15. The successful Proposer shall provide all draft documents to CUNY in sufficient time for CUNY review, including modifications, and final approvals.

16. Before beginning construction, the successful Proposer shall submit a compliance set of construction

documents incorporating CUNY’s final comments. 17. The successful Proposer shall participate in community outreach activities required for implementation of

the Project. 18. Pursuant to State Finance Law § 163 9 (c ), disclosure of the content of competing offers or proposals,

other than statistical tabulations of bids received in response to an invitation for bids, or of any clarifications of or any revisions shall be prohibited prior to award of this Project.

Section VI: Proposal Requirements All Proposals should include the following information and be submitted using the following format: Each Proposal should contain the following elements: 1. Cover Letter

A cover letter responding to this RFP with a narrative describing how the Proposal fulfills the objectives of the RFP. Include the name and location of the Proposer and the primary contact person(s) for this Proposal. Also cite this RFP’s title and project number (i.e., Request for Proposals for Brookdale Campus Development; Project No.: HU300-007).

2. Project Narrative/Transaction Structure

A comprehensive narrative describing the proposed overall development concept, including, but not limited to, and as applicable:

• Site proposal, including how the Proposer intends to fulfill each of the Proposer’s Obligations, on- and off-

site.

• Proposed type and size of project(s), specifying the footprint, gross square footage, and projected zoning floor area used for each program component.

• Proposed transaction structure, including sale, lease, or a combination thereof. CUNY will dispose of the

Brookdale Site, either as an outright sale, ground lease, or a ground lease with option to acquire the fee interest upon completion of construction of buildings. Under a ground lease, Proposers will be obligated to make Payment in Lieu of Taxes (PILOT), equal to real estate taxes, and Payment in Lieu of State Taxes (PILOST), equal to sales taxes. Please indicate intended structure for proposal.


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3. Proposer/Development Team Description and Qualifications

Demonstration of sufficient financial resources and professional ability to develop the Site in a manner consistent with its proposal, including:

A. Development Team A description and organizational chart of the anticipated development team, including the form and structure of the development team, indicating the team leader and any proposed partnership or joint venture; in-house staff and outside consultants, including their transaction counsel, land use counsel, zoning consultant, architect(s) and community relations staff, etc;

B. Experience and Capacity

Description of general business background and scale of development team members’ operations, including number and type of professional staff and personnel, scope of services, and include a brief biography of the principals. Qualifications for the development team, including examples of relevant experience for all principal members of the development team, particularly with respect to the development and implementation of public/private partnerships, complex large-scale, mixed-use completed projects and secondary educational facilities projects. High preference will be given to Proposers with New York City experience. Include a description of the type and goal of the completed project, the size and complexity of the project, details on the client, and references.

A list of all current and future projects of the team leader(s) including a description of the type, the size and complexity of the project, and projected schedule for design, construction and occupancy. If applicable, Proposers should provide a description of common past experience on a project of similar scope and complexity among key member firms and individuals on the development team.

C. Financial Capacity

For the team leader(s) and financial partners, financial statements, balance sheets and income and expenditure statements for the prior three (3) years.

D. Contact Information

Firm and principal contact information, including street address, telephone, fax and wireless numbers, e-mail addresses for each contact, as well as the name of the firm and individual(s) with authority to bind the Proposer.

E. Conflict of Interest

A description of any potential conflict of interest of the Proposer or any members of the development team with a description of the underlying information that might give rise to a conflict.

4. Architecture and Neighborhood Context

Site plans, bulk diagrams and additional plans, elevations, or other materials needed to depict any proposed structure and uses. Proposer should specify project components and zoning square feet attributed to each. Describe how the proposed development will relate to the surrounding neighborhood.

For additional information visit the Manhattan Community Board 6 / 197-A Plan available online at http://www.cb6mnyc.org/CB6%20197-A%20Plan%20.pdf .


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5. Zoning Approach

A detailed description of zoning assumptions with supporting zoning calculations, as well as massing diagrams of the proposed development. If your Proposal does not assume as-of-right development, describe the proposed zoning mechanism(s) necessary to execute your plan, as well as the required approvals and the sequence and anticipated timing of obtaining approvals. Also indicate whether any portion of the project can or will proceed without obtaining discretionary approvals.

6. Sustainable Development

As mentioned earlier, CUNY requires that all new buildings constructed in response to and as a product of this RFP achieve LEED (Leadership in Energy and Environmental Design) Silver Certification from the U.S. Green Building Council, in addition to the DOE Green Building Standards. Explain your approach to sustainable development and the level of LEED certification (none, certified, silver, gold, or platinum) your team has achieved in the past.

7. Project Schedule

A schedule based on the requirements set forth in this RFP, including development of the New JREC, and if necessary, the Dormitories and Swing Space; the schedule shall include the time necessary for any public approvals. Please provide a “critical path method” detailed project timeline for each of the three (3) major components and how they relate to each other. Each schedule should include specific phasing plans for potential temporary facilities.

8. Financial Offer

The value and timing of payments to CUNY for the site in a fixed, non-contingent dollar amount(s). Provide the offer amount in dollars per zoning square foot. Proposers shall identify payment adjustments associated with each of the Proposer’s Obligations as outlined in Section IV (New JREC, Dormitory, and Swing Space). Although the proposal contemplates an “open-book” format, Proposer will assume all risk for the actual costs relating to its obligations. If your proposal transaction structure is other than a sale, i.e. a ground lease, etc., express the financial benefit to CUNY in today’s dollars using a discount rate of 10%. The Proposer shall specify the rent payments and estimated PILOT to be paid by the Proposer for each year of the proposed base term, not only the Net Present Value (NPV). If there are FMV rent resets, the Proposer should provide estimates of the increases and the methodology. Proposers should also show the basic methodology as to how PILOT payments were determined.

Proposers should note that CUNY’s requirement is that the development of the New JREC, the Dormitory, and Academic Swing Space must be fully funded by the Proposers. Public funds for the New JREC, Dormitory and Academic Swing Space are not available.

Each Proposer must identify and provide letters of interest from lenders and equity investors, when relevant, or other evidence of equity. Proposers should also identify and provide financial information on creditworthy sources to provide completion guarantees for the New JREC, Dormitory, and Swing Space. Finally, each Proposer must provide a list of development guarantees, assurances, and incentives that Proposer’s team is willing to offer to the University, including, but not limited to reduced and/or subordinated development fees, payment of liquidated damages for late delivery of program components, and construction warranties.


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9. Project Pro-Forma

The Proposal shall include comprehensive financial data and pro-forma analysis for the Project, including a statement of assumptions supporting the calculations being made. Please state all appropriate costs in current dollars, and include inflation and escalation assumptions.

The project financials shall include the following:

• Provide the Project capital budget, including a breakdown of site acquisition, hard, and soft costs, with

a budget summary for each area, broken down in accordance with the schedule included in Appendix H for the following components:

o Proposer’s Use(s). o New JREC facilities at the Brookdale site. o If replacing dormitory facilities at the Brookdale site or off-site, then prepare a 10-year operating pro

forma, detailing revenues, expenses, capital reserve, debt service payments and all underlying assumptions. The assumptions must include the number of beds and rental rates by unit size.

o Swing Space facilities on or off-site for the Hunter academic facilities currently at Brookdale.

• Provide a financing plan, including equity investment, construction loan and permanent financing. Highlight any grants or government incentives Proposer plans to seek.

• For the Proposer’s uses (non-DOE/CUNY uses), prepare a 10-year operating pro forma, detailing revenues, expenses, capital reserve, debt service payments, Proposer’s return and all underlying assumptions. The assumptions must include the number of rental/sale units and rental/sales rates by unit size.

• Provide a long-term cash flow projection for the overall project.

In order to complete our analysis in a timely manner, the pro-forma must be submitted in Excel with the complete Proposal package on the Proposal due date.

10. Conditions:

Proposers shall include specific conditions and/or due diligence requirements that limit their Proposal. The proposals must be complete and final. There can be no later qualifications.

11. Forms to be Submitted with Proposals:

o Compliance with Lobbying Law (See Section XIV & Appendix I); o MBE/WBE Utilization (See Section XV & Appendix J); o New York State Vendor Responsibility Questionnaire (See Appendix K).


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Section VII: Proposal Timeline

RFP Issued: Tuesday, December 18, 2007

Site Tour: Tuesday, January 15, 2008, Reserve space by Thursday, January 10, 2008 by Close of Business – See below

A Site Visit for prospective Proposers will be held on January 15, 2008 at:

The City University of New York

Hunter College

Brookdale Campus

Those planning to attend should email:

Michelle Bent, Assistant Chief

Procurements & Contracts

The City University of New York (CUNY)

Department of Design Construction & Management (DDCM)

Contracts Office at [email protected]

Cite this RFP’s title and project number (i.e., Request For

Proposals for Brookdale Campus Development;

Project No.: HU300-007

NO LATER THAN BY CLOSE OF BUSINESS, Thursday, January 10, 2008, in

advance to reserve space. The specific time and location of the Site Visit and

limitations, if any, on the number of attendees from each Proposer, will be sent by

reply email.

Minutes of the Site Visit will NOT be issued.

Questions & Clarifications: Tuesday, January 22, 2008

Deadline for all Requests for Information (RFI). All RFI’s must be submitted via

email to Michele Bent, Assistant Chief, CUNY DDCM Contracts Office at

[email protected]. Responses of general applicability will be

issued to all Proposers in the form of Addenda to this RFP.


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No telephonic inquiries will be permitted.

Cite this RFP’s title and project number (i.e., Request For Proposals for Brookdale

Campus Development; Project No.: HU300-007)

Proposals Due: Friday, March 7, 2008, 12:00 Noon

Please deliver twenty (20) hard copies and one (1) electronic CD copy to:

The City University of New York

Department of Design, Construction and Management (DDCM) Contracts Office

555 West 57th Street, 11th Floor

New York, NY 10019

Attn: Michele Bent, Assistant Chief, CUNY DDCM Contracts Office

The delivery envelope/package should be labeled to show the

Proposer’s name and address and this RFP’s title & project

number (i.e., Request For Proposals for Brookdale Campus

Development; Project No.: HU300-007)

Anticipated Interviews: Week of April 14 - 18, 2008

Please keep these dates open. Some or all Proposers may be called for an

interview during this period.

Proposers are advised that the ONLY Authorized Agency Contact Person for ALL matters concerning this RFP is:

Michelle Bent

Assistant Chief, CUNY DDCM Contracts Office


New York, NY 10019

[email protected]


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Section VIII: Selection Criteria CUNY will consider the following criteria, pursuant to State Finance Law Section 163, in selecting one of the Proposers to develop the project contemplated in this RFP for the Brookdale Site: A. Proposer’s Qualifications: (35pts)

o Proposer's financial and organizational capacity and New York City experience in the development, construction, management, and design of projects of a scale, complexity, and quality similar to that required by this RFP.

o The Proposer's record of performance in business dealings with any municipal, state or federal agencies, including CUNY.

B. Schedule: (25 pts)

o Schedule for constructing the New JREC and relocating student housing and academic swing space; and

o Feasibility of Proposal including schedule.

C. Financial: (25 pts)

o Feasibility of Proposal for the Three (3) Threshold Obligations; and

o Optimize the value of the development to create a self sufficient project where proceeds of land sale/ ground lease fully fund the three (3) Threshold Obligations and any additional financial consideration to CUNY.

D. Implementation of Requirements/Design: (15 pts)

o The commitment and timing of the Proposer to fulfilling the three (3) Threshold Obligations:

1) The construction of the New JREC; 2) The preservation or relocation of the Hunter Dormitory; and 3) The ability of the Proposer to provide or minimize the need for swing space for Hunter’s academic programs.

o Site Planning and Development;

o Silver LEED compliance or exceeding requirements; and

o Architectural project quality.

The successful Proposer selected is expected to possess the requisite business integrity justifying the confidence of CUNY; have adhered and continue to adhere throughout the duration of the project, to the highest standards of business conduct and professional responsibly by fulfilling its obligations under the resulting contract, as required under Section 163(9) (c) of the State Finance Law.


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Section IX: Selection Process This RFP is in compliance with the requirements of Education Law Section 6218 and New York State Finance Law Article XI, specifically § 163, and the New York State Lobbying Law, as set forth in the State Finance Law, Sections 139-j and 139-k. The Selection Committee is expected to consist of staff from CUNY, DOE, Hunter College and another CUNY College. After review of the individual submissions, the Selection Committee will evaluate and rank the Proposers and Proposals based on the criteria specified above. CUNY will review all proposals for completeness and compliance with the terms and conditions of this RFP, and reserves the right to request from any or all Proposers additional information, materials, clarifications, confirmations and/or modifications of any Proposal that is incomplete or non-conforming as submitted. Any request made by CUNY in accordance with this paragraph shall be known as a Request for Additional Information ("RFAI"). Proposers shall not be entitled to modify their Proposals once submitted. Proposers may be permitted to modify or correct information submitted such as a typographical or arithmetic error in their Proposals only with the prior written consent of CUNY for compelling reasons, which CUNY will determine on a case-by-case basis. At any time, CUNY may ask some or all Proposers for best and final offers (BAFOs). CUNY will select and award a contract, based on all the factors and financing involved to a responsive and responsible Proposer whose Proposal most successfully fulfills the Selection Criteria for the development of the Brookdale site. CUNY may, in its discretion, exclude those Proposals that fail to comply with the terms and conditions of this RFP as non-responsive. CUNY, as a governmental entity, reserves the right to reject at any time any or all proposals, or to withdraw this RFP. CUNY reserves the right to “short list” Proposers and to seek to encourage one or more Proposers to collaborate in a common Proposal. CUNY reserves the right to waive compliance with and/or change or modify upon Notice to the Proposers, any of the terms of this RFP. Under no circumstances will CUNY pay any costs incurred by a Proposer in responding to this RFP or in connection with any transaction relating to the Brookdale Site. Section X: Brokerage By responding to this RFP, the Proposer shall be representing that it is acting as principal without a broker, and if Proposer chooses to employ a broker it shall do so at its sole cost and expense. Irrespective of how Proposer chooses to respond to this RFP, by whatever private agent or broker, Proposer shall hold CUNY, its employees, officers, trustees, agents, consultants and any CUNY related entity harmless and shall fully indemnify CUNY, its employees, officers, trustees, agents, consultants and any CUNY related entity from and against any and all expenses, damages or liabilities (including without limitation attorney's fees and disbursements) arising out of any claim for broker's or finder's fees, commissions or any and all other compensation made in


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connection with such Proposer's response. CUNY is not and shall not be made a party to any third-party agreement Proposer may have with any third party performing any personal services for Proposer in connection with a Proposal responding to the instant RFP. All Proposers are on Notice that the successful Proposer shall be responsible for paying for any brokerage or other such related fees due to CB Richard Ellis, Inc., CUNY’s broker, for any and all transactions that result from the disposition of the Brookdale Site and the acquisition of the Julia Richman Education Complex site (317 East 67th Street, New York, NY). CUNY will also require the successful Proposer to compensate Kramer Levin Naftalis & Frankel (KLNF), who performed the Feasibility Study for this RFP, for services provided to CUNY in an amount not to exceed $200,000. Section XI: Information Supplied by Proposer Public access to material submitted by Proposers in response to this RFP shall be governed by the relevant provisions of the Freedom of Information Law, which constitutes Article 6 of the New York State Public Officers Law ("FOIL"), and regulations adopted pursuant thereto. If any Proposer submits information which it believes to be proprietary or a trade secret or otherwise exempt from disclosure under FOIL, it must specifically identify and conspicuously mark such information on each and every page where it is setting forth such exceptions and state in writing the reasons why Proposer believes the information should be exempt from disclosure. In the event that CUNY becomes aware of any material misrepresentation in the information supplied by a Proposer, CUNY shall have the right, in its sole discretion, to reject such Proposal at any time and refuse to negotiate or continue negotiations with such Proposer, and to take any other action as CUNY may deem appropriate. CUNY reserves the right to request, at any time in the selection process, any additional information or materials CUNY may deem useful or appropriate in order to assist CUNY in its evaluation of Proposer's qualifications and past experience; submission of a Proposal shall constitute Proposer's acquiescence to CUNY to make any and all such information available; authorize third-parties of whom CUNY makes inquiry to respond to CUNY’s questions; and/or permit research into the background of the Proposer, members of the development team, and Proposers prior project work, as CUNY, in its sole discretion, may deem useful and/or appropriate. Section XII: Representation and Warranties All information, descriptions, data, tables, calculations, examples, opinions or assumptions made in connection with this RFP are made in good faith for information purposes only. Proposer shall not rely on any such information without conducting its own independent research and verification. CUNY and its officers, agents and employees make no representations or warranties, including without limitation representations or warranties as to the accuracy of any information, opinions or assumptions contained in this RFP or otherwise furnished to Proposers by CUNY; including without limitation the use or progress of development of the Brookdale Site or any other portion of the Project; site conditions or the suitability of the Site for any specific use or development; and tax assessments that may be made by the City, or tax rates that may be established by the City. Proposers shall review and verify all such information independently for accuracy. CUNY and its officers, agents and employees make no representations or warranties as to any such accuracy and will assume no responsibility or liability for any errors and omissions contained herein.


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Section XIII: CUNY’s Right to Terminate CUNY is a governmental entity and as an instrumentality of the State is accordingly subject to changes in its priorities which may be directly or indirectly caused by such constraints. Any Contract award shall be subject to all required internal and external oversight approvals (e.g., CUNY/State/City Law Departments, Board of Trustees of the City University of New York, and the New York State/City Comptroller's Office), and where applicable shall be contingent on the availability of funds. Therefore, CUNY reserves the right, in its sole discretion to cancel this RFP for any reason. CUNY reserves the right to terminate and reject any Proposer associated with this solicitation process, in the event it is found that the certification filed by the Proposer, in accordance with New York State Finance Law §139-k, was intentionally false or intentionally incomplete. Upon such finding, CUNY may exercise its termination right by providing written notification of such to the Proposer. This Request for Proposal "RFP" shall not, in any way, commit the City University of New York ("CUNY") to enter into any agreement, to pay any expenses incurred in preparation of any response to this RFP, or to procure or contract for any services. CUNY reserves the right without liability, in its sole discretion, to cancel this RFP and to reject any proposal(s) that do(es) not comply with this RFP, or applicable administrative rules, and to reject any and all responses received as a result of this RFP. The successful responding Proposer shall provide and assign the same Project Manager(s), project team members and Sub-Proposer(s) listed in Proposal to the Work of this Development. Failure to do so may result in the forfeiture of any Agreement for sale or lease. As a result, CUNY, in its sole discretion, may proceed and enter into an Agreement with the next highest rated responsive and responsible Proposer. The City University of New York is exempt from the payment of any State and Local sales and use taxes. Section XIV: Procurement Lobbying Act (PLA) of 2006 All Proposers are required to fully comply with the New York State Lobbying Law, as set forth in State Finance Law Sections 139-j and 139-k. Please go to the following website for the requirements. http://www.ogs.state.ny.us/aboutOgs/regulations/defaultProcurement.html Proposers are required to submit the requisite forms with their Proposals. (See Appendix I)

1. There are certain exceptions to the PLA. The following types of “contacts” are permitted during the “Restricted

Period:”

1. 1 Proposals: the submission of written Proposals in response to this RFP. 1.2 Complaints: complaints by a Proposer regarding the failure of the Designated Point of Contact to

respond in a timely manner to authorized Proposer/Contacts, provided such complaints are made in writing to the CUNY General Counsel. Such written complaints will become a part of the transaction record. Written complaints shall be mailed or emailed to:


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Michelle Bent

Assistant Chief, Contracts Office

CUNY Department of Design Construction & Management


New York, NY 10019

[email protected]

1.3 Oral Presentations and Discussions with Proposers: scheduled presentations by a Proposer to

CUNY describing its Proposals and/or scheduled discussion by CUNY with Proposers. 1.4 Negotiations: After a Proposer has been preliminarily designated, communications between that

Proposer and CUNY for the purposes of negotiation. 1.5. Review of Award: Following award to another Proposer, a Proposer's request to the Designated

Point of Contact for a review of the award. 1.6 Protests and Complaints: (a) contacts by Proposers in protests, appeals or other review

proceedings (including the apparent successful Proposer(s) and his or her representatives), before CUNY seeking a final administrative determination, or in a subsequent judicial proceeding; or (b) complaints of alleged improper conduct in this transaction to the New York Attorney General, CUNY Inspector General, a district attorney, or a court of competent jurisdiction, and where such communications and any responses thereto are made in writing and shall be entered in the transaction record pursuant to section one hundred sixty-three of the state finance law; or (c) complaints of alleged improper conduct in this RFP process.

2. A finding that a Proposer has knowingly and willfully violated the limitation on the Contacts rule will result in a

determination of non-responsibility for such Proposer, and such Proposer and its subsidiaries, and any related or successor entity with substantially similar function, management, board of directors, officers and shareholders, shall not be designated as a Designated Proposer, unless CUNY finds that such designation is necessary to protect public property or public health or safety, and that the Proposer is the only source capable of supplying the required article of procurement within the necessary timeframe, provided that CUNY is required to include in the procurement record a statement describing the basis for such a finding.

EXCEPT AS EXPRESSLY AUTHORIZED BY THE AUTHORIZED AGENCY CONTACT PERSON LISTED ON PAGE 17 OF THIS RFP OR AS OTHERWISE EXPRESSLY AUTHORIZED BY THE NEW YORK STATE FINANCE LAW §§ 139-J AND 139-K, PROPOSERS MAY NOT CONTACT BOARD MEMBERS, OFFICIALS, EMPLOYEES OR CONSULTANTS OF CUNY OR ANY OF ITS AFFILIATES OR SUBSIDIARIES, DASNY, THE STATE OF NEW YORK OR ANY OTHER GOVERNMENTAL ENTITY REGARDING THIS RFP AND THE RELATED DISPOSITION, OR SEND PROPOSALS TO ANY OF THEM. FAILURE TO OBSERVE THIS REQUIREMENT MAY RESULT IN THE PROPOSER'S DISQUALIFICATION FROM CONSIDERATION PURSUANT TO THIS RFP.


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Section XV: Minority and Women-Owned Business Enterprises (MBE/WBE’s) Minority and Women Owned Business Enterprises

o CUNY Policy

It is the policy of CUNY that Minority and Women-Owned Business Enterprises (MBE/WBE’s) shall have the maximum opportunity to participate in the performance of the contract to be awarded through this RFP. In that contract, the successful Proposer would agree to insure that MBE/WBE's have the maximum opportunity to participate in the performance of that contract. In this regard, all Proposers shall take all necessary and reasonable steps as hereinafter defined to insure that MBE/WBE's have the maximum opportunity to compete and perform contracts or sub-contracts. CUNY and its Proposers shall not discriminate on the basis of race, color, national origin, or sex in the awarding and performance of contracts.

This language is included to insure that all Proposers who enter into any contractual agreement with CUNY are aware of their responsibility and the commitment of CUNY to see that its MBE/WBE Policy is carried out in all of its business.

(See Appendix J for the requisite MBE/WBE forms to be submitted with Proposals.)

CUNY has established minimum goals for this contract as follows:

• MBE participation – 15% • WBE participation – 10%

o Article 15-A of the Executive Law

A. It is the policy of New York State to maximize opportunities for the participation of New York State business enterprises, including minority and women-owned business enterprises, as Proposers, Sub-Proposers and Suppliers on its procurement contracts. B. Information on the availability of New York State Sub-Proposers and Suppliers is available from:

New York State Department of Economic Development

Division of Small Businesses

One Commerce Plaza

Albany, NY 12245

Tel: 518-474-7756

C. Information on the availability of New York City Sub-Proposers and Suppliers is available from:

New York City Department of Small Business Services

110 William Street


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New York, NY 10038

Tel: 311

o Under the contract to be awarded through this RFP, the successful Proposer would specifically agree that:

A. In the hiring of employees for the performance of services under the contract or any subcontract hereunder, neither Proposer nor any Sub-Proposer or other person acting on behalf of such Proposer or Sub-Proposer shall, by reason of race, creed, color, sex or national origin, discriminate against any person who is qualified and available to perform the services to which the employment relates; B. Neither Proposer nor any Sub-Proposer or other person acting on behalf of such Proposer or Sub-Proposer shall in any manner discriminate against or intimidate any employee hired for the performance of services under the contract on account of race, creed, color, sex or national origin; and

C. It shall include the provisions of paragraphs A through B of this section in every subcontract Proposer enters into with respect to the services to be performed and shall take such action to enforce such provisions of such subcontract as CUNY may direct.

As part of the State MBE/WBE law, the Empire State Development Corporation, Division of Minority and Women's Business Development (NYS DMWBD) is empowered and requires its Director, among other things, to promulgate a directory (the "State Directory") of minority and women-owned business enterprises certified pursuant to the Regulations ("certified businesses"). The directory may be accessed via the Internet at: www.empire.state.ny.us

Note: Under the State MBE/WBE Law and Regulations, Proposers can only use MBE’s and WBE’s listed in the State Directory. YOU MUST REFER TO THE STATE DIRECTORY.

THE CITY UNIVERSITY OF NEW YORK BROOKDALE CAMPUS DEVELOPMENT

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