Request for Proposals. for the Development of the. Haney Lot. in Downtown Chattanooga, TN. Offered By:

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Request for Proposals for the Development of the Haney Lot in Downtown Chattanooga, TN Offered By:

WHO WE A River City Company is Downtown Chattanooga's economic development company. We lead the charge for positive and sustainable economic growth in downtown Chattanooga while protecting past investments. For over 25 years, River City Company, a private non-profit, has worked in partnership with local government, the private sector, and the philanthropic sector to support Downtown Chattanooga. Because a vigorous downtown is a prerequisite for a healthier city, we re working to keep downtown Chattanooga working as the economic, social and cultural centerpiece of the entire Chattanooga region. River City Company's Board of Directors represents the community at large with City and County Mayors, representatives from Chattanooga City Council and Hamilton County Commission and numerous community leaders. The Board of Directors provides an invaluable knowledge base to help us determine the best use of our $3.2 million annual budget. HIORY OF RIVER CITY COMPANY River City Company has played an integral role in the redevelopment and revitalization of Downtown Chattanooga. Created as a private non-profit in 1986 to implement a 20-year twenty-two mile blueprint for Chattanooga's riverfront and downtown development, the non-profit was originally capitalized with $12 million from local foundations and financial institutions. By working with local government, the private sector, and the philanthropic sector, River City Company supported and developed specific real estate projects in Downtown Chattanooga. From the fulfillment of the initial recommendations of the Moccasin Bend Task Force for the development of the Tennessee Riverwalk, to the development of the Tennessee Aquarium, the redevelopment of the Kirkman High School site, fulfillment of the 21st Century Waterfront Plan and the Majestic Theater, River City Company has been most successful as a public purpose development company.

Friday, March 30, 2012 : DEVELOPMENT OPPORTUNITY HANEY LOT Dear Potential Developers, Thank you for your interest in moving downtown Chattanooga forward. For over 25 years, River City Company has played an integral role in downtown s growth and development. As a private nonprofit, we have had tremendous partners including government, foundations, downtown stakeholders and private developers work hand in hand with us on projects that have garnered a worldwide reputation for their vision, quality and authenticity. We have no doubt that this important parcel in the heart of our city should and could do the same. Over the last several years, our city has been fortunate to continue to grow even in a stalled economy. Our downtown has experienced double digit job growth over the past 10 years and our tourism numbers are exceeding projections with room revenue growth over 10% in 2011. Based on interest we have been receiving from the development community, we feel now is the time to focus on this key parcel for yet another project that will take our downtown to the next level. Again, we appreciate your interest and look forward to your proposal. Sincerely, Kim White President and CEO

Table of Contents Majestic Theater Executive Summary 3 Block Ten Context 4 Introduction to the Property 6 Site Attributes 8 Vision for New Development 10 Urban Design Considerations 11 Urban Form and Use 11 Timeline 12 Submission Requirements 13 Comparative Evaluation Criteria 13 General Terms 14

Parcel Ten Request for Proposals- Executive Summary The River City Company owns this key gateway block in downtown Chattanooga bounded by 4th Street, Broad Street, 3rd Street and Chestnut Street. Parcel Ten is approximately 30,000 sf and is currently in use as a 72-space surface parking lot. The property was appraised in January 2006 at $ 50/sf. Developers are sought to create a distinctive and sustainable retail, entertainment and cultural environment. The multi-story, mixed-use project shall include a substantial retail/entertainment component. Additional uses may include residential- either apartments, condominiums or flats, a full-service hotel or a combination thereof. The addition of green space or public yards or plazas and the use of public art is encouraged. Provision of additional on-site parking is also encouraged. Developments that are based on and include elements of sustainable and green design will receive priority consideration. Proposals are due by May 28, 2012. Following developer interviews, formal presentations by short-listed developers will be scheduled. Developer Selection will be made based upon these evaluation criteria: The overall desirability, aesthetic quality, compatibility and architectural concept of the proposed project. Consistency with the expected uses and requirements set forth in this document. Demonstrated ability of the developer to undertake a project of this magnitude; as well as overall financial stability and size of the firm(s). Time frame for the proposed development. Purchase price for the property. Overall positive impact on downtown. It is anticipated that construction will commence on this project by mid 2013. Firm timelines and performance dates will be negotiated with the selected developer/proposer.

Context Regional Chattanooga, is a city with a population of 167,674 located in south central Tennessee near the borders of Alabama and Georgia. The MSA has a population of 525,000, with 336,463 located in Hamilton county. Interstates 75, 24 and 59 connect the city to the larger region and the rest of the Country. The major metropolitan centers of Nashville, Birmingham, Knoxville, Huntsville and Atlanta are each roughly a 2 hour drive away. Downtown With more than $3 billion in new investment in the downtown area since 1990 and more than 3 million tourists annually, Chattanooga is fast becoming a model for all that a mid-sized downtown can be. Downtown has a daytime employee population of over 50,000. The area features a strong residential population, major attractions, and a vibrant economy. Access to downtown from the greater Chattanooga area is provided by Interstate 24 and US Highway 27. Site The site is bounded by 4th Street, Broad Street, 3rd Street, and Chestnut Street. 4th Street is the major gateway entrance into the downtown area making this a very high profile site. A number of major attractions are located within a quarter-mile radius including: the Tennessee Aquarium, the IMAX Theatre, the Creative Discovery Museum, Carmike Cinemas, BellSouth Park, the Hunter Museum of American Art, Jack s Alley, and the new $120 million 21st Century Waterfront attractions.

Major Employers & Attractions in Close Proximity Renaissance Park Coolidge Park Tennessee Aquarium (.22 mile) 1 million+ visitors IMAX Theater (.12 mile) 825,000 visitors Hunter Museum (.36 mile) 100,000 visitors Downtown Shuttle (on route) 1,000,000 riders Walnut Hill Neighborhood BellSouth Park (.16 mile) 300,000 visitors Creative Discovery Museum (adjacent) TVA (.67 mile) Unum / Provident (.23 mile) 250,000 visitors 4,200 employees 2,800 employees Blue Cross Blue Shield Campus US 27 Downtown Gateway Erlanger Hospital University of Tennessee at Chattanooga University of TN Chattanooga (.55 mile) Erlanger Medical Center (1.14 miles) 10,000+ students 3,500 employees UNUM/ Provident Blue Cross/Blue Shield (.3 mile) 4,500 employees Free Electric Shuttle Route Walnut Hill Neighborhood 550 units (existing & planned) Tennessee Valley Authority

Introduction to the Property The Haney Lot is a parcel in the block bounded by 4th Street Boulevard, Broad Street, 3rd Street and Chestnut Street in the heart of downtown Chattanooga. The remainder of the block is occupied by the Carmike Majestic Theatre. With the completion of the 4th Street Boulevard project and the 21st Century Waterfront project, new attention has been focused on some of the remaining undeveloped parcels in the area. Parcel Ten is a high profile site with uses that belie that importance. Currently the parcel consists of a 72-space surface parking lot. The River City Company is interested in accommodating an appropriate urban project on the site. This site is in the center of an economic revitalization unprecedented in a Southern mid-sized city. Within less than a half mile are some of the Southeast s most popular attractions, major office employers, and a burgeoning new residential neighborhood which will soon include over 1,000 residences.

Site Attributes The Haney Lot is a roughly 30,000 square foot parcel bounded by 4th Street Boulevard, Broad Street, and Chestnut Street. The property is zoned C-3 which has no use, setback, or parking requirements. The east, south and western edges of the block are heavily streetscaped with brick pavers, pedestrian lights, street trees and street furniture. While there is flexibility in the redesign of the site, responses that incorporate public space into the design of the new development will receive priority consideration. Traffic Counts 4th St & Chestnut St 24,135 4th St & Broad St 18,180 Hwy 27 @ 4th Street 83,780 1

Vision for the Development EE BL VD RIV ER. 238 Coolidge Park NT RFRO RIVE 333 BRID UF E. 2ND W. 3RD Sports Barn 56 20 ER YP 142 461 Provident Employee Provident Employee E. 4TH 1,000 Provident Employee E. E. 5T H NU E The minimum purchase price for the property is $ 1,500,000. River City Company will entertain other financial arrangements as proposed by responding developers. Alternate arrangements may include vehicles such as long term equity partnerships and joint venture partnerships. EE US OA K MC CA 62 Ctr. R 113 Krystal Building IE AV E H 513 Miller Park M. 65 $5.00 $90.00 T SunTrust Garage $8.00 $71.50 Loveman s Lot $8.00 $95.00 EY H TON Warehouse Row 244 Civic Forum Lot $9.00 $65.00 E T Future Development Resource Center 14TH 140 543 Choo-Choo EPB Garage $5.00 $47.00.. NU T 155 CH E $6.00 $90.00 $70.00 Walden Lot $68.00 AD IN BR O MA W. 12TH Freight Depot FO H 1005 RT CA RT ER H W. 14 T Lot A TH 465 Lot B $50.00. 10 City Hall 11T HOUS Volunteer Garage Lot Bessie Smith Hall DS Row TVA 13T GB LV D. T $6.00 $85.00 $100.00 KIN 148 1,000 Future T Center Expansion L. 87 W.10TH 11TH $8.00 $75.00 531 G 615 8T Miller Plaza M. L. KING BLVD EPB Building 61 Tallan Garage LL KIN $7.00 $85.00 $92.00 Library. SunTrust Lot Reserved T HO Memorial Auditorium EE 168 R TO N 118 LIN Un-Reserved Reservied E 326 544 EY VIN DS RP 35 350 CITI Park AV E GIA 22 $8.00 $75.00 Lot C MARK Purchase Price / Financial Arrangements OR BCBS 48 47 99 The project should be a multi-storied, mixed-use. The project should include a mixture of retail uses including one or more anchor tenants, small boutique retail, restaurants, entertainment/night life/ music venues and/or retail supportive to downtown living. Additional uses may include residential (including either apartments, for sale condominiums or flats, a full service hotel or a combination thereof). Supportive on-site parking is encouraged but not required. Parking should be buffered from pedestrian views via landscaping or building facades. The addition of green space or public parks and plazas and the use of public art is encouraged. Courthouse 707 LIN U. S. 27 $8.00 (Cov.) $87.50 (Roof) $75.00 VIP $125.00 E. 6TH Courts Bldg. GE E. 6TH 344 CO WA RT This key gateway block in downtown Chattanooga should be developed to create a distinctive and sustainable retail, entertainment and cultural environment that cannot be duplicated elsewhere in suburban settings. Republic Centre 4T H CE E. 5TH 45 119 Desired Development Program Alice Lot LA 289 32 32 W. 5TH 39 787 1,000 HIGH 100 BA TT 59 39 W. 4TH $6.00 $60.00 115 240 MARK $5.00 $85.00 County Garage W 41 425 Market Court (Cov.) $85.00 (Roof) $75.00 VIE 600 Discovery Museum 75 IBM Garage F 109 55 GE IDGE BL 39 W. 2ND LOOKOUT Chestnut Garage WALN Tennessee Aquarium IMAX $5.00 $65.00 $1.00 per ½hr $9.00 WAY 390 Bluewater Lot $2.00 1st ½ hr. $1.00 ea. ½ hr. $9.00 PARK WALNUT. $7.00 $60.00 Firestone Lot VE RANS CARTA North UT BR ROSS BRIDG E iver JOHN ssee R CHERRY Te n n e $1.00 per ½hr $9.00 CHIEF E BRIDG Visitor s Ctr. Lot CHENUT R W feel that this high profile site would also be a prime location for a major retail, restaurant or entertainment tenant as a component of a mixed-used project. OK. BROAD E This potential project will be a properly scaled and designed development for this high profile site. Residential uses for the site are preferred. One of the guiding principles of the Chattanooga s downtown renaissance has been the mix of use; therefore proposals shall include an appropriate mix of uses. ER 74 TI OLGIA Central to the downtown vision is the resurgent residential market. In the past few years, downtown housing has rebounded with the likes of the River Pier Landing, Walnut Street Townhomes, Cherry Street Townhomes, the Museum Bluff development, 1st & Market Condominiums, the Riverset Apartments, the Southern Railway Building, the Cowart Place developments, Loveman s Condominiums, and the new 21st Century Waterfront developments. CH 214. RD ROAD SES ER UR UR CT CT FA FA NU MA MANU W. MA IN $4.00 $55.00 $8.00 $85.00 CARTA South $3.00 $44.00

Urban Form Suggested Building Characteristics: Frontage: Structure should be built to the property line for at least 80% of each street frontage. It is preferred that major retail frontage be concentrated along 4th and Broad Streets. Height: The height of the structure should not be less than 36, and should not exceed 72. Penthouses and towers can extend beyond the 72 height limit if set back from the main building mass. Access: Primary vehicular access to the site should be accommodated on Chestnut Street. Secondary access may be provided on Broad Street. There should be no vehicular access from 4th Street Boulevard. Special attention should be paid to accommodate pedestrian access to the development. Careful consideration must be given to the needs of loading, servicing, refuse pick-up, delivery needs, parking ingress/egress, and streetscape for this unique urban setting. Auto Access From Chestnut St Secondary Auto Access From Broad St Urban Design Considerations Through the years of Chattanooga s urban renaissance, both the private and public sector have come to realize certain truths about a healthy downtown. This development represents a significant opportunity to put into practice once again some of these truths. In the hope that this development will respect the spirit of a healthy downtown, and go beyond minimum standards, these are a few of the principles to which the a development should adhere: -First and foremost, the quality of the city depends on the quality of the design and construction of its component developments. -Public spaces are defined by the buildings that border them; those buildings should neither be too small or too large. The height of the face of the building is that part of the building that the pedestrians perceive and that part this is the dominant defining feature of the public space. -Public spaces benefit from buildings that provide a maximum amount of activity throughout the day. Permeability- the extent to which we can move into and out of buildings, and transparency- the extent to which we can see into and out of buildings, primarily on the ground, should be maximized in non-residential spaces. -Public spaces should be well articulated and well defined. Buildings should enforce the edge of the public space. No Auto Access From 4th St -Exterior building walls in Chattanooga have traditionally adhered to a tripartite articulation of base, middle, and top, where, generally, buildings become lighter as the they rise to the sky. Building materials are one tool for establishing this articulation. Also, rooftop penthouses may be built (setback from building face). Penthouses further establish the building wall articulation, providing a visually lighter structure at the top. Penthouse roofs should contrast with the conventional and surrounding roof structures in materials, structure, form and color, or a combination thereof.

Request for Proposals The River City Company is soliciting proposals for the development of Parcel Ten in Downtown Chattanooga. The selection of the developer will be at the sole discretion of the River City Company. The River City Company welcomes and encourages collaborations or joint ventures and partnerships to strengthen the development team. Developments that are based on and include elements of sustainable and green design will receive priority consideration. A firm timeline of milestones for component build-out and tenant and residential occupancy must be provided. Timeline Distribution - week of 3.19.2012 Proposal submissions due 5.28.2012 Short-listed developers interviewed - week of 6.11.2012 Negotiation with selected developer - 45 days from selection Presentation to the River City Company Board - July 30, 2012 Following the selection of the preferred developer a firm timeline including key performance dates will be agreed upon. Questions Please direct all questions regarding the RFP to: Jim Williamson River City Company 2nd Floor, Miller Plaza 850 Market Street Chattanooga, TN 37402 423/265-3700 (P) 423/265-6952 (F) jwilliamson@rivercitycompany.com

Submission Requirements Development team profile (resumes, team structure) Relevant experience in other mixed-use developments Client and financial references Full development program (including suggested tenants) Project Pro-forma Anticipated development costs Scaled site plan Scaled floor plans Scaled elevations Other perspectives and renderings as needed to illustrate the proposed development Submission shall be in 11 x 17 format. Respondents shall submit 1 hard copy of all proposal documents as well as a.pdf version of the documents. Proposals must be submitted (mailed or hand-delivered) to: ATTN: Parcel Ten River City Company 2nd Floor, Miller Plaza 850 Market Street Chattanooga, TN 37402 PROPOSALS A DUE NO LATER THAN 12:00 NOON on 5.28.2012 Comparative Evaluation Criteria All Proposals will be evaluated based on the following criteria: The overall desirability, aesthetic quality, compatibility and architectural concept of the proposed project. A development approach consistent with the expected uses and requirements set forth in this Request. Financial stability, size, and demonstrated track record of the proposer to successfully complete a project of this magnitude. Timeframe for development completion. Purchase price for the property, or other proposed financial arrangement. Overall impact on the downtown.

General Terms and Conditions The properties will be sold in as-is condition. It is the responsibility of the proposer to determine the condition of the properties for any proposed new development. Any development of the property must conform to all building requirements and/or ordinances established by the applicable governmental entity including, but not limited to the Chattanooga-Hamilton County Regional Planning Agency, the City of Chattanooga, Air Pollution Control Bureau, and the Standard Building Code. Real Estate Purchase Agreement A real estate purchase agreement with specific terms will be negotiated with the selected developer. Real Estate Commission The River City Company does not enter into exclusive listing agreements with licensed real estate broker/ agents. In the event a prospective purchaser chooses to use a broker/agent, it shall be the purchaser s responsibility to pay any commissions or fees above and beyond the purchase price of the property. Utilities and Storm Water Management It shall be the responsibility of the proposer and/or the purchaser/developer to determine whether appropriate utilities are available to the site. It shall be the responsibility of the proposer and/or the purchaser/developer to ascertain City regulations relative to storm water management issues for any proposed re-development of this site. Environmental Copies of the environmental reports from the construction of the Majestic Theatre are available upon request.