Dallas Farmers Market Redevelopment BDZ1223

Request for Proposals and Statements of Qualifications Retail/Land Purchase/Operations Opportunity Harwood Street at Marilla Street, in Downtown Dallas

Submittals Sealed submissions shall be delivered in person or by mail at Dallas City Hall, (1500 Marilla St. #3FN, Dallas, TX 75201) by 2:00 p.m. on the due date. Starting at 2:01 p.m. on the due date, submissions will not be accepted and will be returned to the Proposer unopened. All submissions should include the firm name, address, telephone number, and designated contact person regarding the submission. One (1) original and ten (10) copies of the submission and relevant documentation should be submitted to:

Michelle Charnoski, Buyer III Business Development and Procurement 1500 Marilla St. #3FN Dallas, TX 75201 michelle.charnoski@dallascityhall.com Fax: 214-670-4793

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Overview The City of Dallas (City), Office of Economic Development (ECO), is working with Downtown Dallas, Inc, and downtown property owners to look at ways to improve the atmosphere, operations and taxable value of property located in the Dallas Farmers Market area. The adopted vision for the area from the Downtown 360 plan calls for this district to become Downtowns first true balanced neighborhood, including low and mid-rise housing with complementary service uses to support a family-friendly atmosphere. The overall intent is for the Farmers Market to be the heart and defining landmark of this neighborhood. By improving the Farmers Market, the City hopes to encourage the private development of market rate housing and commercial development that will benefit from proximity to the market. The City desires to solicit proposals from private developers and firms related to the potential redevelopment of the Dallas Farmers Market property. The proposal submissions shall: 1. Provide an ongoing operational plan for the Dallas Farmers Market that allows it to continue to draw residents and visitors. Current operational rules are spelled out in Chapter 29 of City Code (Exhibit A). The successful applicant will develop an operational plan for the continued operations of the Dallas Farmers Market; the minimum period for the plan shall be five (5) years. The plan, at a minimum, shall contain the following elements: a. Overall Merchandizing Concept for Market b. Lead Tenant and Proposed ongoing Tenant Mix for Market c. Financial Plan for operations including anticipated revenue from all sources and anticipated expenses d. Proposed licensing (space is licensed or leased currently) plan for commercial/vendor space including terms and conditions e. Proposed marketing/branding plan f. Extent that Operational Plan calls for private or City management of the Dallas Farmers Market - This operational plan can include privatization of some or all efforts currently undertaken by the City. g. Proposed modifications needed to Chapter 29 of City Code needed to implement this Operational Plan. (Any such modifications shall be approved by City Council) 2. Provide a preliminary market/design study from an independent, third party advisor acceptable to the City that is familiar with retailing efforts in mixed use development projects. This preliminary study should outline a best use scenario minimum retail requirement, in addition to other development needs for the Dallas Farmers Market area. Further design and retailing analysis is likely to be necessary to develop a final study conducted by a third party vendor, upon selection of the successful applicant. The City has required the use of outside consultants to
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verify market information and design requirements in other projects such as Lake Highlands Town Center; use of a similar type of consulting group is envisioned for this project. The successful applicant will show how the redevelopment of the Dallas Farmers Market will further the redevelopment of the greater Farmers Market area. The successful applicant will recognize the historic importance of the Dallas Farmers Market and set out a program to preserve the Market for future generations, while adapting to changes in the market and competitive forces. It is the hope of the City that the historical uniqueness of the public marketplace can be incorporated into the final branding and marketing plan for the Dallas Farmers Market. The successful applicant should develop a vision for the site that creates a destination that is attractive to a large cross-section of market segments and is family friendly. The successful applicant will develop a program to improve vendor/farmers/produce dealers participation in the market and improve the overall appeal and value of the Dallas Farmers Market to the immediate neighborhood, community and other consumer bases. 3. Provide a site plan for the proposed redeveloped Dallas Farmers Market. The successful applicant shall submit a site plan for the entire Dallas Farmers Market site that retains a minimum of 60,000 square feet of commercial/vendor space and includes other (taxable) uses that best fit the redevelopment plan for the site. Currently, the market contains approximately 100,000 square feet of commercial/vendor space. The final submission should clearly indicate the appropriate level of commercial space needed for the Dallas Farmers Market. The proposal may reduce the amount of commercial vendor space to 60,000 square feet, but the reduction in space is not a requirement. The proposal may recommend increasing the amount of commercial space. The plan should clearly identify areas to be used for the Dallas Farmers Market, parking, open space (including but not limited to: an activated, unique neighborhood park/plaza along Pearl Street as a gathering place for the area; streetscape improvements along Cesar Chavez; other improvements designed to increase the walkability of the area). Pocket parks and tot lots are also desirable as a component of an overall plan for the greater neighborhood. In addition, the site plan should clearly identify any surplus property, including air rights, that the development group may wish to purchase (for fair market value) from the City (excluding the portion of the property designated to ongoing operations of the Dallas Farmers Market). If any land is intended to be purchased from the City (can include the entire site except the portion dedicated to ongoing operations of the Dallas

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Farmers Market), the development group needs to clearly identify potential new uses for the areas. The site plan shall identify how the proposed development would strengthen connections to adjacent property and identify a phasing plan, if any. It is preferred that this description include elevations of all sides of any new construction, the cost and anticipated timing of this construction, square footage of leasable property by land use, project cost and anticipated financing. 4. Provide a detailed space plan for Farmers Market operations, if any changes are proposed to the existing spaces. The City requires that the physical structures of the Dallas Farmers Market Administration Building and Shed 2 be retained in their present form. The use of these structures may be modified as part of the proposal. Reconfiguration of the spaces within these two structures may be acceptable with the City concurrence. The configuration of all other physical elements of the property including Sheds 1, 3 and 4 may be altered as part of the proposal. Space studies conducted by the Dallas City Design Studio (Exhibit B) identify potential opportunities to rethink the existing structures to better serve the needs of the vendors and market community. Options include reuse of existing sheds, reconfiguration of existing sheds, reconstruction of existing sheds, and/or incorporation of vendor space into new facility or facilities. The Citys preference is for a private entity to manage the Dallas Farmers Market, but is open to continuation of public management of all or some aspects of the Dallas Farmers Market. Under any operating plan, there should be no expectation that there will be any funds available from the City to offset any ongoing operating losses of the Dallas Farmers Market. The expectation is that the successful applicant identifies an economically viable use for the entire property, while maintaining operations of a farmers or specialty market on the site. In additional to proposed physical changes, the successful applicant shall propose license and fee rate structure and lease terms for the support of the daily operations of the Dallas Farmers Market. Transportation elements of the market may also be altered, to create a better connected, more walkable environment. The operational plan should also include ongoing branding, promotional and tourism efforts. The successful proposal will incorporate an ongoing schedule of events and outline promotional events related to regional tourism. 5. Provide a Pro Forma for the operations of the Dallas Farmers Market and any private development. The Pro Forma should be for a five (5) year period and include an ongoing investment program for capital expenditures.

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Any ability to increase outside (non-city sources) financial contributions to the Dallas Farmers Market should be shown as part of this financial information. . 6. Outline provisions of all contractual arrangements needed between the Developer and the City to implement the proposed redevelopment plan sale of property, lease of property, operating agreements, proposed financial incentives, etc. Detailed information about key deal points, prices, etc. needs to be included with this information. The City currently has bond funding to make capital improvements for the portion of the Dallas Farmers Market retained for use as a public marketplace. These funds (approximately $5.5 million) may be utilized for capital expenditures related to the redevelopment of public facilities for the Dallas Farmers Market by the successful bidder. Utilization of these funds will require compliance with Citys public bidding policies and shall be used for an eligible public expenditure to maintain the taxexempt status of the bonds. The City may assign the management of the publicly bid design and construction contracts to the successful bidder. The Dallas Farmers Market has been financed in part with tax-exempt bonds. The federal income tax law restricts the use of the Dallas Farmers Market by any person other than a state or local governmental person. Accordingly, the terms of any agreement with the Operator will be restricted by federal income tax law. Specifically, management agreement is structured to comply with the guidelines under Revenue Procedure 97-13 (Qualifying Management Agreement). These guidelines include limitations on the term and the type of compensation paid (e.g., periodic fixed fee per month) under the Qualifying Management Agreement. The City welcomes any proposals that may be structured to comply with these guidelines. In addition, the boundaries of the Farmers Market TIF District may be expanded to include the Dallas Farmers Market property. The City will consider extending the term budget and boundaries of the TIF District to facilitate implementation of the selected proposal. The City is also open to potentially selling (at fair market value) the entire site except for the portion dedicated to ongoing operations of the Dallas Farmers Market and privatizing market operations as part of this request for proposal (RFP). The planned redevelopment of this area offers an opportunity for the successful bidder to capitalize on the name and history of the Dallas Farmers Market to create a specialty and/or farmers market anchored destination development that is located in the southeastern portion of the Downtown Dallas, adjacent to the Deep Ellum area. Context Area Downtown Dallas currently has a daytime population of over 75,000 and over 7,000 residents. Over 50,000 people live within a 1 mile radius of Downtown, and over 1,500 live within a 5 minute walk of the Dallas Farmers Market. (See attached

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Exhibit C: Adjacent Population). Thousands of visitors travel to downtown for conventions and vacations every year. History The City currently owns and operates the Dallas Farmers Market, where farmers have sold their produce and goods since as early as the 1860s. As the demand for produce increased, both Cadiz Street and Pearl Street evolved into the center of the selling activity. By the close of the 1930s, the City had begun to organize the Market area, and construction of the first open air sheds began. In December, 1941, the current site was officially commissioned by the City as a municipal produce market. Currently, the DFM covers an area of nearly 13 acres and is bounded by Marilla Street, RL Thornton Freeway (IH-30), Cesar Chavez Boulevard and Harwood Street. Included are approximately 100,000 square feet of permanent retail space with 148 open air stalls and 56 retail booths located in an enclosed shed area. The Dallas Farmers Market is open from 8 a.m. until 9 p.m., 362 days per year. The Dallas Farmers Market has approximately 1,000,000 customers annually. As a unique venue, the Dallas Farmers Market conducts special events in partnership with groups composed of farmers, produce dealers, restaurants, specialty food vendors and artisans. The Dallas Farmers Market is currently operated by the City. Key operational activities are as follows: Manage and operate Dallas Farmers Market, recruiting and retaining farmers, produce dealers, wholesalers and specialty food vendors; Manage all expenses related to operating the facilities including staff, insurance, maintenance, repairs, utilities and security; and Collect rental and other fees and secure permits for specialty food and restaurant vendors. The successful applicant will be allowed to negotiate with the City a sale and/or lease agreement for the Farmers Market area (See Exhibit D: Dallas Farmers Market Map). The successful applicant will draw residents, downtown workers and travelers to the Dallas Farmers Market from morning to evening and will merchandise, market, and manage a successful mix of restaurants, retail, and entertainment activities. Potentially, portions of the assembled land may be sold to a development group(s) (at fair market value) to enable the redevelopment of these properties and diversification of land uses in the Dallas Farmers Market area consistent with the adopted vision for the area. Policy Background The Dallas Farmers Market is a focus area for the Downtown 360 Plan and Implementation Strategy, (Exhibit E). The plan recommends that the Dallas Farmers Market anchor an urban neighborhood that offers housing for families and persons with a variety of income levels. The Downtown 360 plan envisions that new development will consist primarily of a mix of town-homes and low-rise apartments and condominiums with limited ground-floor retail and services. Mid-rise residential and mixed-use buildings also may be appropriate at select locations such as adjacent to transit stations and major intersections, where value premiums may be achievable
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and where the urban form would welcome a diversified building form. New development should incorporate a strong pedestrian orientation, with stoops and porches for town homes and multiple entries for larger buildings. In addition, the plan proposes a central gathering space and shared-use promenade along the current right-of-way for Pearl Street between Young Street and Marilla Street. This new promenade could also support additional vendors or special events that could extend into the neighborhood. Similarly, Marilla Street could be improved to ensure a strong connection to Harwood Street where a formal gateway and potentially a streetcar stop could be located. Small informal open spaces currently used for Farmers Market storage could be retained and/or repurposed as functional small gathering spaces for residents. These spaces may be publicly or privately (with open space easement) owned. Additional relevant studies to be summarized (Appendix F): 2006 Boka Powell Study 2003 Farmers Market Summit Farmers Market TIF District Project Plan and Reinvestment Zone Financing Plan Downtown Parks Master Plan Downtown 360 Plan RFP Purpose and Vendor Selection Criteria The City is issuing this RFP for qualified parties interested in redeveloping the Dallas Farmers Market, located in the heart of downtown Dallas. The respondent that presents the best overall vision for the redevelopment of the Dallas Farmers Market and surrounding area, the strongest business proposal, complements the surrounding environment, provides maximum activation of the space, and provides the maximum financial benefit per the below evaluation criteria to the City will be selected for further negotiations. The successful applicant will also be able to coordinate design and expenditure of bond funds related to public improvements in the Dallas Farmers Market. The design and construction contracts shall be publicly bid. The selected team may also be eligible to oversee construction activities related to these public improvements. Preferred Qualifications A. Minimum of three (3) years prior experience in developing and managing mixed use development projects. Preference to developers with direct (positive) experience in the downtown Dallas market place or with similar public markets, festival marketplaces, specialty markets or farmers markets in other urban neighborhoods. B. Proven financial capacity to redevelop a similar sized site (according to the approved plan) and maintain operations over a two to three year stabilization period. C. Adequate cash reserves to operate the retail and/or restaurant portion of the project for a minimum of three (3) years. D. Inclusion of team members with proven experience in the management of public markets, festival marketplaces, specialty markets or farmers markets if management is a component of the proposal.
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E. Development of a redevelopment vision for the Dallas Farmers Market and surrounding neighborhood. Inclusion of team members with proven experience in branding, tourism, promotions and event creation is preferred. Preliminary Timeline The City intends to recommend award of a contract in August 2012. Schematic design and design development phases for the use of the bond funds will begin shortly thereafter with the goal of completing all bond funded work by spring 2014. Unexpected factors may cause the dates to be revised. Submission Information The proposal submission should be organized in the following manner: A. Introduction 1. An overview of the proposal, including an introduction to the proposer, team experience, and vision for the Dallas Farmers Market and adjacent property. 2. Contact information, including a primary contact name, mailing address, phone number, and e-mail. 3. Site Plans/Pictures/Images/Renderings submit a proposed site plan with images of proposed carts, kiosks, buildings, landscaping and structures. Submit a site plan that illustrates how specific planned improvements reinforce the vision for the Dallas Farmers Market. The plan should clearly identify areas to be used for the Dallas Farmers Market, parking, functional open spaces, circulation (both vehicular and pedestrian) and landscaping treatments. In addition, the site plan should clearly identify any surplus property, including air rights, that the development group may wish to purchase (for fair market value) from the City. If any land is intended to be purchased, the development group needs to clearly identify potential new uses for the areas. It is preferred that this description include elevations of all sides of any new construction, the cost and anticipated timing of this construction, square footage of leasable property by land use, project cost and anticipated financing. B. Licensing plan for tenants (note: City code allows licensing of commercial/vendor spaces which provides somewhat more flexibility than leasing): 1. Describe types of tenants, including proposed square footage. 2. Describe plans for leasing vacant space, removing incompatible tenants, etc. C. Description of operations 1. Planned recruitment and retention plan for unique vendors including examples of past related experience. 2. Plan for Customer experience at the Dallas Farmers Market including examples of past related experience.

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3. Proposed standards for physical elements, signage and other public elements of the Dallas Farmers Market, including examples of past related experience. 4. Time/duration of operation, food/retail descriptions, size of vending outlets, license terms, etc. 5. Proposed event planning/programming efforts initial and ongoing. 6. Branding, marketing and advertising plan including examples of past related experience. 7. Plan for remedying poor performance of tenants and other potential operational issues. 8. Plans for ongoing security and public safety guidelines for the Dallas Farmers Market. 9. Plan for community involvement and customer service. 10.Proposed maintenance plan for sidewalks, plaza surface, landscaping, trash removal, street furniture maintenance, etc. 11.The Operations Plan should demonstrate an understanding of and commitment to achieving the objectives of this RFP. Greater consideration will be given to proposals that demonstrate proposers ability and commitment to implement the plan and provide a niche of goods and services that are unique within the Dallas marketplace and consistent with the intent of the RFP. 12.Description of any identified regulatory changes to Chapter 29 of the Dallas City Code to improve operational efficiencies of the Market. D. Background of proposer 1. Strengths/weaknesses/experience - Describe the proposers development and management experience. Provide examples of retail/restaurant projects the proposer has developed including a description of the projects with photographs and the length of involvement with the project. 2. Illustrate examples of specific work with the ongoing tenanting of public markets, festival marketplaces, specialty markets or farmers markets. 3. References (include contact names, phone numbers and email addresses) 4. Summary of the proposers key personnel, including the principal that will be assigned to this project, their qualifications and the role they will play in the development. 5. Preference will be given to proposers who have a minimum of three (3) years experience owning, managing or operating: a) public markets, festival marketplaces, specialty markets or farmers markets; b) a mixed-use, pedestrian oriented facility in an urban setting; c) a business of similar type, size and scope as the operations set forth and described in this RFP. E. Financial information 1. Proposer demonstrate the financial capacity of the proposer to conduct the proposed project. Describe any litigation the proposer is engaged in that may interfere with the proposers effectiveness on this project. 2. Benefit to City provide information on estimated sales per square foot, annual revenue, sales dollars to the City, increased property taxes and proceeds from land sales to the City.
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3. Cost to City provide information on requested City incentives, if any. 4. Proposers shall present evidence satisfactory to the City demonstrating their ability to finance, construct, operate, and maintain (including provisions for long term capital improvements) the Dallas Farmers Market as proposed. The selected applicant may be required to provide more detailed financial information. Additional Information/Clarifications Dallas Farmers Market Operational Requirements The intent of this RFP is to insure that the Dallas Farmers Market will be managed and maintained as a first-class operation. It is hoped that the successful applicant will set a direction for the Dallas Farmers Market and surrounding neighborhood. Operations General The proposal should clearly state proposed hours of operation for the Dallas Farmers Market. The proposal shall clearly describe how the management of dayto-day activities of the Dallas Farmers Market will be handled and the specific role of the City, if any, in day-to-day operations. The proposal shall clearly address ongoing maintenance and capital improvements planning related to the physical plant of the Dallas Farmers Market. The proposal shall clearly address ongoing activities planned to keep areas in the Dallas Farmers Market in a safe condition providing security of the facility. The proposal should also clearly state plans to provide ongoing security for the Dallas Farmers Market. The proposal shall clearly describe how any public or private open spaces be operated and maintained on an ongoing basis. Special Events The proposal shall clearly describe a program of special events planned to provide a unique experience that will serve to increase activity at the Dallas Farmers Market and the surrounding neighborhood. The interest here is in the frequency of events and relationship to branding and marketing efforts Vendor recruitment and retention The proposal shall clearly address the following: Plans for Vendor Recruitment. Plans for Retail Mix in various sheds or facilities. Market Staff
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The proposal shall clearly state staffing levels and including primary contact for the City of Dallas related to ongoing market operations. Security The proposal shall clearly describe security plans and ongoing public safety guidelines and policies related to market operations. Building Maintenance and Repair The proposal shall clearly identify funding allocated to ongoing facility maintenance, repair and capital improvements. Minority and Womens Business Enterprise Participation (M/WBE) It is the policy of the City of Dallas to use qualified Minority and WomenOwned Business Enterprises (M/WBEs) to the greatest extent feasible on the Citys construction, procurement and professional services contracts. The City and its contractors shall not discriminate on the basis of race, color, religion, national origin, or sex in the award and performance of contracts. In consideration of this policy, the City of Dallas has adopted the Business Inclusion and Development Plan (BID Plan) for all City of Dallas contracts. The purpose of the Business Inclusion and Development Plan is to increase participation of locally owned M/WBEs in City procurement and contracting opportunities and to develop the local business base through the award of contracts and purchases to locally owned businesses. Proposals that incorporate M/WBE hiring procedures and goals related to ongoing operations will be recognized for exceeding the basic requirement. Insurance The Operator will be required to purchase and maintain, during the term of the contract, insurance as described in the attached insurance requirements. Permits, Licenses & Taxes The proposal shall acknowledge that the successful applicant shall be responsible for payment of any City fees, licenses, taxes related to operations of the market. Storage and Office Space The proposal shall clearly identify storage and office areas, if any. Parking/Circulation The proposal shall clearly identify parking areas, and pedestrian and vehicular circulation plans for within and surrounding the Dallas Farmers Market. Fire Code/Zoning/City Regulations The successful proposal will be required to meet all applicable fire codes, building codes, zoning requirements and other City of Dallas
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regulations. Licenses/Contracts The Operator shall agree to honor any pre-existing Dealer Permits for Shed 2 Specialty Food and Eateries vendors in which the City has entered (Exhibit G). Smoking The facilities have been declared smoke-free buildings by City Ordinance. Liens The Operator recognizes and understands that no liens may be secured against public property as a matter of law, and agrees to keep the premises and all fixtures and purchased property located thereon free from any and all claims or purported liens arising out of any work performed, materials furnished, or obligations incurred by the Operator, its on-site management, employees, and subcontractors, and shall reimburse the City for any attorney's fees incurred in the defense of proceedings to enforce or foreclose such liens including actions brought by the City to remove any such unlawful liens. Wage Rates Operator agrees to pay not less than the minimum wage rates established by law. Public Information All information, documentation and other materials submitted in response to this RFP are considered non-confidential and/or non-proprietary and are subject to public disclosure under the Texas Public Information Act after the solicitation is completed and contract executed with the selected Proposer. Clearly marked and identified trade secrets and confidential information contained in the proposal shall not be open for public inspection. If a third party challenges the trade secret or confidential nature of certain information, it will be the responsibility of the Organization to defend the challenge to the Attorney General. Reports, Records & Audits The successful applicant shall be required to submit a quarterly report to the City. Such reports shall include an accounting of the services provided, events held at the facility, attendance, services provided by Operator, and revenue statements. An audit for the most recently completed fiscal year shall be submitted annually as soon as the audit is completed but no later than 6 months after the completion of the fiscal year. The City may review any and all of the services performed by Operator under this Contract. Evaluation Criteria The following parameters will be used to evaluate the submittals:

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A. Proven track record of bidder to build and operate specialty mixed use retail and/or mixed used developments. Experience with this type of project within an urban setting and within downtown Dallas is preferred. 25 points B. The ability of the proposer to obtain financing for the project and the proposers financial capacity. 25 points C. Compatibility with and awareness of the Citys Downtown 360 Plan, Complete Streets Initiative, Downtown Parks Master Plan, Farmers Market TIF District Project Plan and Reinvestment Zone Financing Plan, environmental awareness, and existing design guidelines. 10 points D. The ability of the proposed project to increase direct City revenues (new property taxes, sales taxes, cost savings from current operating losses, proceeds from the sale of land, and leases) at a minimum expenditure in public financial incentives. The Citys preference is that subject to maintenance of market operations, that the densest, highest value new private (taxable) development on the remainder of the site, at the lowest cost to the City in public incentives will be the most desirable proposal. 30 points E. Experience working to recruit farmers for farmers markets and with management of farmers or specialty markets. 5 points F. Experience with promotions, branding and special events related to specialty retail or districts. 5 points The selection committee will include City employees with specific knowledge of the Dallas Farmers Market.

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