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Developer Request for Proposals

Silo Lofts Project (working name) 4060 Forest Park Avenue, St. Louis, MO 63108 February 24, 2014

Subject of Request Cortex is soliciting proposals for the Silo Lofts Project from qualified developers to plan, construct, own and operate a mixed-use residential/retail mid-rise project at the southeast corner of Forest Park Avenue and South Sarah Street, St. Louis, MO. The 3.59 acre parcel (shown in yellow below, plat attached) is controlled by Cortex and adjacent to the recently announced IKEA project. Cortex reserves the right to negotiate, accept or reject any and all proposals. Background In 2006, the City of St. Louis entered into a Development Agreement with a subsidiary of the Cortex Innovation Community (Cortex West Redevelopment Corporation) to redevelop an approximately 180-acre industrial area in midtown St. Louis into an urban technology innovation district. Under the Agreement, Cortex is designated as the District Developer, whose rights and responsibilities can be conferred at its discretion on subdevelopers to implement projects in accordance with its Master Plan. In most instances Cortex facilitates District development through subdevelopers rather than develop projects itself. To date, Cortex has completed or has under construction approximately $500 million of projects. Cortex seeks to develop a vibrant, urban, 24/7 community that will serve as the regional epicenter for technology innovation and entrepreneurship. Accordingly, Cortex has developed a mixed-use master plan that includes not only technology research and office buildings, but also retail, residential, hotel, open space and transportation components.

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Terms Property: The parcel will be made available to the developer through a 65-year ground lease with annual rent of $320,000 beginning at the time a Certificate of Occupancy is issued. Ground rent will escalate 2.5% each year. The parcel will be delivered free and clear of surface structures. Earlier of January 15, 2015 or when Laclede Gas vacates the property. It is anticipated that Laclede will vacate the property by early fall 2014. The developer will be required to enter into two PDAs: a Tax Increment Financing Redevelopment Agreement PDA substantially in the form set forth and approved by the City of St. Louis when the area-wide TIF was approved; and (2) a Cortex Missouri Revised Statutes Chapter 353 PDA substantially in the form used within previous District developments. This project is subject to and will become a part of the Cortex West Redevelopment District DCCR. In part, the DCCR obligates the owner to pay annual square footage assessments to sustain District operations. Annual residential assessments are $0.50 per Rentable Square Foot (RSF) of any and all space within buildings located on the Property that is used, or if vacant, intended to be used primarily for residential purposes. Retail, restaurant and other businesses are annually assessed on a RSF basis, occupied or vacant, as follows: - Up to 5,000 RSF @ $0.75 per RSF, plus next - 5,001-10,000 RSF @ $0.50 per RSF, plus next - 10,001-25,000 RSF @ $0.25 per RSF, plus next - 25,001-100,000 RSF @$0.15 per RSF The DCCR requires that redevelopers submit design plans to Cortex for review and approval. Plans for all improvements which are visible from the exterior, including without limitation, exteriors, location, height, bulk, scale, dimensions, massing, proportion, setbacks and lot-coverage, landscaping, site lighting, signs, utilities and drainage, sidewalks, driveways, loading areas, parking areas, curbs, curb cuts, and retaining walls and fences must be approved by Cortex. The design review includes review at the concept, preliminary and final plan stages.

Delivery of Possession: Parcel Development Agreements (PDAs):

Declaration of Covenants, Conditions and Restrictions (DCCR):

Plan Review & Approval:

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Project Application, Processing, Admin. Fee: Available TIF Subsidy:

The selected developer is responsible for a one-time fee of $35,000 to defray Cortex costs related to securing and preparing the site, securing TIF funding, preparation of the PDAs and DCCR amendment and project review. The payment is due upon signing of the Cortex 353 PDA. Up to $2.0 million in the form of a TIF note held by the developer with an interest rate up to 4.5% with the actual rate to be determined at time of issuance to the developer; the developer is entitled to receive all TIF revenues generated from the project until paid in full (real estate taxes, sales taxes, payroll and earnings taxes, utility sales taxes, parking taxes and corporate earnings taxes, to the extent these taxes are eligible for this project). Cortex is committed to maximizing the participation of minorities and women in all aspects of District development and operations, and is committed to working with District developers to utilize best inclusionary practices and to be transparent and diligent in reporting its efforts and outcomes on a regular basis. Cortex inclusionary policies and requirements are included in developer PDAs, and encompass the following areas: - Construction contracting with Minority and Women-Owned Business Enterprises (M/WBE). - The employment of a diverse construction workforce (boots on the ground) that includes minorities, women, city residents and apprentices. - Ongoing posting of permanent job openings related to the operation of the project. With respect to M/WBE minimum goals, good faith efforts are expected to achieve a minimum of 25% minority and 5% women owned businesses for both professional and construction services (see St. Louis Mayors Executive Order 28, as amended). With respect to construction workforce utilization goals, good faith efforts are expected to achieve a minimum construction workforce of 25% minorities, 5% women, 15% apprentices and 20% city residents for construction services only (see St. Louis City Ordinance No. 69427). Developers are required to work with the City of St. Louis DBE Program Office and the St. Louis Agency on Training and Employment (SLATE) and abide by all of their processes and procedures in order to demonstrate good faith. Project developers are required to utilize an independent workforce monitoring procedure during construction. This requirement can be Page 3 of 6


met through one of the following: (i) utilizing the general contractors in-house construction diversity coordinator together with a reputable workforce tracking system (such as LCPTracker or a radio-frequency identification (RFID) system), or (ii) utilizing an independent third party workforce monitor together with a reputable workforce tracking system (as mentioned above). Whichever monitoring procedure is used, it must employ certified payroll. In addition to construction-related business/workforce requirements, Cortex requires developers to provide timely notice of permanent job openings which will be posted on the Cortex and SLATE websites. Proposal Requirements Proposals should be received by Cortex no later than 5:00 PM, Monday, March 24, 2014 by email to in digital PDF form, and by delivery of three (3) bound hard copies to Cortex offices at 4320 Forest Park Avenue, Suite 201, St. Louis, MO, 63108. Proposals should include: a. Developer description, history and location(s). b. A list of representative projects, including date of completion, size, cost and developer relationship to the project (turnkey fee developer or built for developers portfolio). c. Current approved projects, pending or under construction, including size, cost and relationship to the developer. d. Description of proposed Silo Lofts Project, including number, type and size of residential units, type and size of retail space, and number of parking spaces e. Proposed rent schedule. f. Proposed site plan. g. Proposed floor plan. h. A minimum of two perspective renderings. i. Estimated construction cost proforma (sources and uses). j. Description of how the developer intends to manage the project; if through a management company other than the developer, please provide detailed information about the company.

Evaluation Criteria Capability of the developer as evidenced by successful completion of projects of similar size. Density achieved. Density is desired, both residential and retail. Reasonable amount and mix of retail that not only serves the project but Cortex as well, preferably food and beverage and retail stores. Page 4 of 6

Urban character of the design. Joint ventures with minorities are welcomed, whether at the ownership or general contractor level. If joint venture partners are anticipated (minority or other), please submit joint venture partner information for items a through c above.

Questions and Clarifications Questions and proposal clarifications can be directed to

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