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City of Syracuse

Request for Proposals

on behalf of

The Department of Neighborhood & Business Development

Syracuse Inner Harbor Property Development

PROPOSAL REFERENCE # 12-028

Office of Management and Budget Division of Purchase

Proposals Due: November 10, 2011 @ 2:30 PM EDT

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TABLE OF CONTENTS Section 1: Definitions 5 Section 2: Background 6

2.1 The Inner Harbor Lands 6 2.2 The Syracuse Land Use and Development Plan 2040 7

Section 3: Pre-Proposal Requirements 7

3.1 Examination of Solicitation Documents & Addenda 7 3.2 Personal Examination 7 3.3 Key Dates 8 3.4 Permissible Designated Contact Person 8 3.5 Written Questions and Responses 9 3.6 RFP Errors, Omissions and Modifications 9

Section 4: Development Sought 9

4.1 Description of Development Parcels 9 4.2 Uses Sought for Parcels 10 4.3 Disposition Agreements 12 4.4 Right of Reacquisition 12

Section 5: Proposal Requirements 13

5.1 Cover Letter 13 5.2 Deposit 15 5.3 Content of Proposal 15

5.3.1 Proposed Development 14 5.3.2 Project Financials 15 5.3.3 Proposer’s Qualifications 16 5.3.4 Public Benefit 17 5.3.5 Proposed Purchase Price 17 5.3.6 Statement of Integrity and Disclosure of Conflicts 18

5.4 Submission of Proposal 18

Section 6: Evaluation of Proposals 19

6.1 Overview 19 6.2 Preliminary Review 19 6.3 Evaluation Criteria 19 6.4 Evaluation Process 20 6.5 Additional Rights of the City 20 6.6 Public Announcements 21

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Section 7: Contract Terms and Conditions 21

7.1 Legal Requirements/Permits/Approvals 21 7.2 Environmental Diligence and Review 22 7.3 Certification of Information 23 7.4 Liability 23 7.5 Standard Contract Clauses and Exhibits

Exhibit A Map of Parcels Exhibit B Notice to Respondents Exhibit C Checklist Exhibit D Professional References Form Exhibit E Non-Collusive Certification Exhibit F Signature Page

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Request for Proposals

Syracuse Inner Harbor Property Development

on behalf of The Department of

Neighborhood & Business Development

All proposals must be received prior to 2:30 p.m. EDT, Thursday, November 10, 2011

At the Office of Management and Budget

Division of Purchase Room 221 City Hall

Syracuse, New York. Attn: Mary E. Vossler, Director

No exceptions

Be sure that you have completed and attached all of the information required in these specifications. One (1) original and seven (7) copies of your proposal are required.

Special note:

Proposal packages must be sealed and clearly marked on the lower left front with the RFP title & reference number as listed below:

Syracuse Inner Harbor

Property Development RFP Reference # 12-028

Please print the words “Original” on your original copy and label all copies with the word

‘Copy’.

INTENTION: It is the intention of the City of Syracuse to seek proposals from qualified and experienced developers to purchase for development approximately 28.11 acres of land, consisting of Parcel A1, Parcel A2, Parcel A3, Parcel B, and Parcel C (described below) adjacent to the Syracuse Inner Harbor located in the City of Syracuse, Onondaga County.

A Proposer (defined below) may submit a proposal to purchase in fee and develop one or more of parcels A1, A2, A3, B, and C. All proposals will be submitted to the City of Syracuse, with an RFP Selection Committee making a recommendation to the Mayor of a top-rated Proposer for each parcel.

Proposals must include a proposed purchase price for each parcel the Proposer seeks to acquire from the City. The proposed purchase price shall be submitted along with the proposal in a separately sealed envelope.

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The City of Syracuse reserves the right to cancel or postpone this Request for Proposals at any time without penalty.

Section 1: Definitions

Adaptive reuse: Shall mean with respect to the Canal Maintenance Building and the Freight House Building a new use that retains the historic features of these buildings.

Amphitheater: Shall mean the canopied structure, deck, and concrete risers located on the parcel to be retained by the City for public use.

Building Permit: A document issued by the City of Syracuse Department of Code Enforcement authorizing the permittee to construct an improvement to real property.

Canal Maintenance Building: Shall mean the maintenance building located on Parcel A3.

City of Syracuse (“City”): Shall mean the City of Syracuse, NY, located in the County of Onondaga.

Common Council: Shall mean the Common Council of the City of Syracuse.

Disposition Agreement: The applicable form of agreement for the transfer of any parcel of land offered herein to be negotiated between the City and a successful Proposer.

Freight House Building: Shall mean the freight house building located on Parcel A2

Harbormaster House: Shall mean the glass-walled building with attached tower located at the south end of Parcel A1.

New York State Canal Corporation ("NYSCC"): NYSCC is a subsidiary of the New York State Thruway Authority, created pursuant to Section 382 of the New York Public Authorities Law ("PAL"). The NYSCC operates under the authorization of a seven member board named the Canal board. The NYSCC is the current owner of the lands offered in this RFP. On July 18, 2011 the Canal board approved the transfer of approximately 32.6 acres of Inner Harbor lands to the City of Syracuse. Approximately 28.11 acres of those lands are offered in this RFP.

Land: Shall mean the parcels of land described in Section 4.1 of this RFP and further shown in Exhibit A.

Land Use Plan: Shall mean the City’s proposed Land Use Plan posted on the City of Syracuse website at: http://www.syracuse.ny.us/uploadedFiles/Departments/Planning_and_Sustainability/Content/DraftLandUsePlan.pdf

Local Zoning: Shall mean the City of Syracuse zoning regulations described in Section 7 of this RFP.

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New York State Canal System (the "Canal System"): The Canal System consists of all the canals, canal lands, feeder canals, reservoirs, canal terminals and canal terminal lands of the state, including a navigable 524-mile inland waterway that crosses upstate New York.

New York State Thruway Authority ("NYSTA"): NYSTA is a body corporate and politic constituting a public corporation created and constituted pursuant to title nine of article two of the Public Authorities Law.

Proposer: Proposer shall mean any person, corporation or entity who submits a proposal in response to and in compliance with this RFP.

Proposal: Shall mean a proposal for the purchase and development of one of the individual Parcels of land for the purposes of this RFP titled as Parcel A1, Parcel A2, Parcel A3, Parcel B, or Parcel C of the SIH consistent with the terms of this RFP.

RFP Selection Committee: Shall mean the committee chosen by the Mayor of the City of Syracuse to review proposals submitted in response to this RFP and recommend up to one Proposer for each parcel to the Mayor.

Recommended Proposer: Shall mean a Proposer chosen by the RFP Selection Committee for recommendation to the Mayor.

Successful Proposer: Shall mean a Proposer chosen by the RFP Selection Committee, approved by the Mayor, and approved by the Common Council.

Syracuse’s Inner Harbor ("SIH"): SIH is a body of water and adjoining un-submerged developable lands connected to Onondaga Lake which was previously appropriated by New York State for use as a working barge canal harbor.

Urban Mixed-Use Character Area: Shall mean the urban typology defined as such in the City’s proposed Land Use Plan 2040.

Section 2: Background

2.1 The Inner Harbor Lands

The lands offered for sale in this RFP surround the Syracuse Inner Harbor and former Barge Canal Terminal, a part of a former freight port connected to the Erie Canal System. In 2001 and 2002, portions of the Inner Harbor lands were renovated with the addition of a brick promenade along the waterfront, an amphitheater, a harbormaster building, restored bulkheads, and floating docks. Another recent addition, the Onondaga Creekwalk, follows the southwestern shoreline. This pedestrian and bicycle path connects the Inner Harbor to Franklin Square and downtown Syracuse to the south, and to the shore of Onondaga Lake to the north.

On July 18, 2011, the NYSCC Board unanimously approved the transfer of approximately 32.6 acres of land surrounding the Syracuse Inner Harbor to the City of Syracuse. It is anticipated that the title transfer will take place before the end of 2011.

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The NYSCC will retain the piers and a connected narrow strip of waterfront land on the northeast and southeast shores, which will remain available for public use. Any future transfer of title to the retained parcel will be contingent on an act of the New York State Legislature. A long term land lease may be available from NYSCC to allow for the development of the retained parcel. The retained parcel is not included in this RFP, and the Selected Proposer should contact the NYSCC to discuss any possible lease or transfer of the retained parcel. Any lease of the retained parcel shall be subject to all applicable laws that govern leases and sales of real property by the NYSCC, including, but not limited to, the New York State Public Authorities Law.

The City’s purpose in acquiring the Inner Harbor lands is to generate economic development in the area by seeking the development of a new waterfront amenity which will offer housing options, recreational and commercial opportunities, and visitor attractions for local residents and the surrounding region.

2.2 The Syracuse Land Use and Development Plan 2040

In conjunction with the City’s proposed Land Use and Development Plan 2040, the City seeks development proposals that comply with the standards of the “Urban Mixed-Use” Character Area.

The Urban Mixed-Use Character Area is described in the plan as “Buildings [that] come up to the sidewalk and feature large first-floor storefront windows. Upper floors may include residential, office, or commercial uses. Building façades and upper floor windows should be vertical in orientation. Wide sidewalks accommodate heavy pedestrian traffic and café seating in some locations. Parking is located behind buildings and well-screened when this is not possible. There are very few one-story buildings in these areas. Although most new construction will likely be detached, row buildings are encouraged.” The proposed plan is posted online in its entirety at http://www.syracuse.ny.us/uploadedFiles/Departments/Planning_and_Sustainability/Content/DraftLandUsePlan.pdf. The proposed plan recommends development of a higher density on Parcels B and C than is currently allowed by the zoning ordinance. Development plans of this type will require review and approval by the City Planning Commission and approval by the Common Council of the City of Syracuse as required by applicable law.

Section 3: Pre-Proposal Requirements

3.1 Examination of Solicitation Documents & Addenda

The City’s Division of Purchase will supply a printed copy of this RFP upon request. Only one printed copy will be provided to each potential Proposer. Prospective Proposers shall examine the Solicitation Documents carefully and before submitting a proposal, shall, if necessary, submit to the “Permissible Designated Contact Person” listed below, in writing, any questions, or requests for clarification of any ambiguity, or correction of any inconsistency or error in the documents. Any and all questions or requests for information must be received in writing or by e-mail prior to ten (10) business days of the proposal due date. No exceptions will be permitted. The City of Syracuse’s response to such a written request shall be issued in a written addendum to the RFP from the Office of Management and Budget, Division of Purchase and shall be binding on all Proposers. Only written addenda issued by the Division of Purchase shall be binding. No officer, employee, or agent of the City of Syracuse is authorized to clarify or amend the Solicitation

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Documents by any other method. Any such clarification or amendment, if given, is not binding on the City of Syracuse.

3.2 Personal Examination

Proposers are required to satisfy themselves by personal examination of the property involved and of the difficulties likely to be encountered in the development of the property. No plea of ignorance of conditions that exist, or that hereafter exist, or of any conditions or difficulties that may be encountered in the development of the property offered in this RFP as a result of failure to make the necessary examination and investigation will be accepted as an excuse for any failure or omission on the part of the Proposer to fulfill in every respect all the requirements, specifications, etc., nor will same be accepted as a basis for any claim for compensation.

3.3 Key Dates

Below is the schedule for this RFP process. The City reserves the right to change any or all of these dates as it deems necessary or convenient at its discretion. Date changes will be posted on the City website. If a proposal is submitted after the Proposal Due Date and time, set forth below, that proposal shall be rejected.

Event Date Deadline for Written Questions Thursday, October 27, 2011 Answers to Questions Monday, October 31, 2011 Proposal Due Date and Time Thursday , November 10, 2011 at 2:30pm

3.4 Permissible Designated Contact Person

All questions concerning this RFP must be in writing addressed to the Designated Contact Person listed below. Electronic mailed (email) questions will be accepted. The City reserves the right to designate a different Contact Person for any reason, at any time.

Ben Walsh, Deputy Commissioner

Department of Neighborhood & Business Development 333 West Washington Street, Suite 130

Syracuse, New York 13202

Email: bwalsh@ci.syracuse.ny.us Fax: (315) 435-3669

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3.5 Written Questions and Responses

The City will provide written responses to written questions related to the RFP and all attachments. All questions must be received by the Contact Person by October 27, 2011 at 5:00 p.m. EDT (the "comment period"). Questions received after the comment period will not be answered. Questions received during the comment period, along with the written responses, will be disseminated by the City’s Division of Purchase. Proposers may rely only on the written responses provided by the City’s Division of Purchase and not on any oral statements made by any person, including persons purporting to act on behalf of the City.

3.6 RFP Errors, Omissions and Modifications

If a Proposer believes there is any ambiguity, conflict, discrepancy, omission or error in this RFP, such Proposer must immediately notify the Contact Person in writing and request clarification or modification. Notice of an ambiguity, conflict, discrepancy, omission or error in this RFP must be received by the Contact Person during the comment period. If a Proposer fails to give notice of an ambiguity, conflict, discrepancy, omission or error in this RFP during the comment period, it will not be permitted to seek clarification or modification of the terms of the RFP at a later date. Each Proposer is responsible for conducting its own due diligence in connection with making any proposal in response to this RFP. The City assumes no responsibility for the completeness or accuracy of any factual representations presented in this RFP, including all attachments or otherwise distributed as part of the RFP process. The terms of this RFP may not be modified or amended orally.

Section 4: Development Sought

4.1 Description of Development Parcels

Five parcels are available for development in this RFP.

4.1.1 Parcel A1 is approximately 2.33 acres in size and is bounded by West Kirkpatrick Street, the bank of Onondaga Creek, a section of reserved NYSCC land along the waterfront, and a small parcel of land which will be reserved by the City for public access, and further excepting out a City-owned parcel of land that was formerly occupied by West Court Street. Parcel A1 contains the Harbormaster House building. Please note that it is anticipated that the sub-parcel within Parcel A1 formerly occupied by West Court Street will be disposed of separately to the Successful Proposer, upon that Proposer’s application to the Planning Commission for the abandonment and purchase of the sub-parcel. The City encourages development Proposals for Parcel A-1 to include development of the sub-parcel. The sub-parcel must be abandoned and sold pursuant to the City’s established street abandonment process.

4.1.2 Parcel A2 is approximately 2.93 acres in size, and is bounded by Solar Street, Parcel A3, a section of reserved NYSCC land along the waterfront, and a small parcel of land which will be reserved by the City for public access, and further excepting out a City-owned parcel of land that was formerly occupied by West Court Street. Parcel A2 contains the historic Freight House as well as two smaller outbuildings. The Freight House is subject to regulation by the NYS Historic Preservation Office (SHPO) and may not be

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demolished, but may be re-purposed and may also be moved within the Parcel (see Section 7.1). Please note that it is anticipated that the sub-parcel within Parcel A2 formerly occupied by West Court Street will be disposed of separately to the Successful Proposer, upon that Proposer’s application to the Planning Commission for the abandonment and purchase of the sub-parcel. The City encourages development Proposals for Parcel A-2 to include development of the sub-parcel. The sub-parcel must be abandoned and sold pursuant to the City’s established street abandonment process.

NYSCC will retain a non-exclusive access easement over Parcel A2 from the existing curb cut on Solar Street running across Parcel A to the South Pier. This easement shall be fifty feet in width.

4.1.3 Parcel A3 is approximately 4.28 acres in size, and is bounded by Solar Street, Parcel A2, a section of reserved Canal Corporation land along the waterfront, two parcels of privately-owned land, West Bear Street, the harbor and its channel, and a section of reserved NYSCC land along the waterfront. Parcel A3 contains the former Canal Maintenance Building and one smaller outbuilding.

4.1.4 Parcel B is approximately 8.17 acres in size and is bounded by Van Rensselaer Street, and City-retained land on its northwest, northeast and southeast sides. Parcel B contains approximately 8 acres of undeveloped wooded land. It is expected that any proposal for Parcel B will provide connectivity to current public amenities located adjacent to this parcel. The Successful Proposer for Parcel B will not be required to meet grade at the boundary with the City’s retained land bordering the Creekwalk if that Proposer agrees, with the consent and supervision of the City Engineer, to remove the existing berm on both sides of the boundary to the desired grade, not to be lower than the grade of the Creekwalk, and remediate the exposed portion of ground on the Creekwalk parcel as necessary. Parcel B was formerly used by NYSCC to deposit dredge spoils; please see the environmental site investigation report and section 7.2 of this RFP for further details. Proposals for Parcel B may include requests for easements, or rights of way over City retained land to allow for access to, and development of, the waterfront.

4.1.5 Parcel C is approximately 10.4 acres in size and is bounded by Geddes, Van Rensselaer, and West Kirkpatrick Streets on three sides, and by private property on the fourth side.

4.1.6 The piers and connected narrow strip of waterfront land on the northeast and southeast shores, as depicted on the map attached as Exhibit A, will be retained by the NYSCC and are not included in this RFP. Proposers may declare their intent to pursue development of this retained parcel. However, any future transfer of title to the retained parcel will be contingent on an act of the New York State Legislature. A long term land lease may be available from NYSCC to allow for the development of the retained parcel. The selected Proposer should contact the NYSCC directly to discuss any possible lease or transfer of the retained parcel. Any lease of the retained parcel shall be subject to all applicable laws that govern leases and sales of real property by the NYSCC, including, but not limited to, the New York State Public Authorities Law.

4.1.7 Environmental remediation may be required prior to development for some parcels, as described in Section 7.2.

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4.1.8 The parcels as depicted on the map attached as Exhibit A are for identification purposes only and are not intended to define the parcels with precision.

4.2 Uses Sought for Parcels

4.2.1 The City seeks proposals for high density, mixed-use development, including residential housing, offices, specialty retail, and restaurants, and which may include recreational/entertainment venues. The City is seeking development of an attractive pedestrian-scale environment which includes public access to and from the waterfront, and which maximizes the parcels’ waterfront location and connection to the Erie Canal system. Public access to property remaining in public use along the waterfront shall be included in all proposals. For all parcels, pedestrian-scale, walkable neighborhoods based on New Urbanist principles are sought.

4.2.2 All proposed development for the harbor should meet the standards necessary to be eligible for LEED Silver, Gold, or Platinum certification.

4.2.3 Developers should review the existing zoning ordinances available on the City’s website at http://www.syracuse.ny.us/Zoning_Ordinances.aspx under Part B, Section IX, Lakefront Zoning Districts) as well as the City’s proposed Land Use Plan 2040 (available in draft form at http://www.syracuse.ny.us/Draft_Land_Use_Plan_and_Map.aspx ) for guidance for their proposals. Parcels B and C are currently zoned T4 (General Urban), and the City acknowledges that the proposed Land Use Plan recommends a more dense T5 (Urban Center) type of development on those parcels. Proposals that are consistent with a T5 zoning are encouraged. However, developers should note that such proposals will require review and approval by the City Planning Commission, and in some cases, the Common Council. Parcels A1, A2, and A3 are currently zoned as T5-1 (Urban Center – Waterfront).

Characteristics desired for the Inner Harbor area include:

Uses:

• Pedestrian-oriented commercial on ground floor; office, residential, and commercial above. Buildings should contain a mix of uses.

Building Forms:

• Traditional, urban, attached row-buildings, three (3) to six (6) stories in height. Large buildings should use articulation and appropriate changes in materials or design and detail to break up monotonous facades.

• Durable, high-quality materials.

• Clear glass windows should make up at least fifty (50) percent of the primary ground floor façades, which face the water and/or major streets. Upper and lower floor window patterns should be regularly spaced. Window treatments and other

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displays should not substantially obscure views into these ground floor spaces. Vast blank façades are not acceptable.

• Arcaded walkways or small plazas may be recessed into the mass of the building.

Site Arrangement:

• 0’ minimum to 12’ maximum setback.

• No parking in the setback. Surface parking, if present, should be hidden on the interiors of blocks, obscured from the waterfront and major streets, and accessed from side-streets whenever possible. Limit curb-cuts on major streets. Parking structures hidden and wrapped with other uses are highly preferred.

Street and Right-of-Way Characteristics:

• High-traffic streets in a grid-type pattern; short blocks.

• Large parcels should be broken into smaller, regular blocks via narrow streets or alleys. In some areas these may be primarily for pedestrian use, but allow service access.

• Sidewalks; trees required; furniture zone surface of brick or concrete

Street design must adhere to the design guidelines established by the current zoning ordinance. Proposed street layouts may differ from those specified in the current zoning ordinance, but review and approval by the City Planning Commission, and the Common Council will be required.

4.3 Disposition Agreement

4.3.1 The fee simple titles to Parcel A1, Parcel A2, Parcel A3, Parcel B, and Parcel C shall be made available to Successful Proposers pursuant to a Disposition Agreement.

4.3.2 After a Successful Proposer is selected and approved, a Disposition Agreement will be

executed by the City and the Successful Proposer. Final contract language of the Disposition Agreement is subject to the approval of the City’s Corporation Counsel.

4.3.3 The Successful Proposer must execute a Disposition Agreement within forty-five (45)

days after the Proposer is given notice of the City’s written acceptance of the RFP Selection Committee’s recommendation. If the Proposer fails to execute a Disposition Agreement within this forty-five (45) day period, the City may withdraw its acceptance at its sole and absolute discretion. If the City withdraws its acceptance, the Proposer agrees that the City, including its officials, employees, and agents shall not be liable to the Proposer for any damages, claims, actions or proceedings arising out of the withdrawal of its acceptance, including any claim for failure to negotiate in good faith.

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4.3.4 Title to Parcels A1, A2, A3, B and C will be conveyed by a quit claim deed, subject to the exceptions applicable to each parcel as defined herein.

4.3.5 The closing shall take place within 180 days from the approval of the Common Council of

the Disposition Agreement, subject to the Closing Conditions set forth in the Disposition Agreements.

4.4 Right of Reacquisition

The Disposition Agreement shall include a right of reacquisition, as defined by the New York Estates, Powers and Trusts Law at Section 6-4.6, for the benefit of the City and its successors in interest. The Disposition Agreement shall grant the City and its successors in interest the right to reacquire the fee simple title to the parcel on the condition that Proposer fails to obtain all necessary building permits to construct the improvements described in its proposal within five (5) years after the transfer of title to the Proposer, or in the case of Parcel B, within five (5) years after the remediation of the parcel is complete. Upon the consent of the City, this right of reacquisition may be made subject and subordinate to any financing approved for the costs of acquisition.

Section 5: Proposal Requirements

The following is a list of the information that each Proposer must provide. The requested information is not listed in any order of importance. The City reserves the right to disqualify a proposal that does not include all of the information required below. To expedite the review of submissions, the proposal shall be submitted in a binder with the material separated by tabs numbered/lettered to match the specific information requested below. Additional information, if any, should be submitted in a separate binder. No information beyond that specifically requested is required, and Proposers should keep their submissions to the shortest length consistent with making a complete presentation.

5.1 Cover Letter

A cover letter must be included and signed by the individual or individuals authorized to bind the Proposer contractually. The letter must indicate for each signatory that the signer is so authorized and the title or position the signer holds in the Proposer’s organization. The cover letter shall include the following:

5.1.1 The name, nature of organization (e.g. corporation, partnership, etc.), location of main office - address, telephone/fax numbers and email address, the Federal Tax Identification Number of the organization, and the name, business address, telephone/fax numbers and email address of the person within the organization who will be the primary contact concerning the proposal and who is to be given any notice under this RFP.

5.1.2 The identity of the key management and supervisory personnel who will be assigned to complete the development described in the proposal.

5.1.3 A statement that the selection of the Proposer will not create any conflict of interest for the City or the Proposer. If the Proposer believes that a conflict of interest may exist or

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arise, the nature of the conflict should be described in detail. The City will make a determination on whether any conflict warrants a rejection of the bid.

5.1.4 A statement that, if selected, the Proposer intends, and is ready, willing and able, to execute and deliver a Disposition Agreement within forty-five (45) days of the City’s written acceptance of the RFP Selection Committee’s recommendation.

5.1.5 The following statement: "The undersigned hereby certifies that since the issuance of the RFP no member of the Proposer’s team, or any other person acting on its behalf, has had or will have any contact with any official, employee, contractor or agent of the City of Syracuse relating in any way to the City of Syracuse’s 2011 SIH RFP, except as expressly permitted under the terms of the RFP".

5.1.6 If the Proposer did not visit the site before submitting a Proposal, a statement that the Proposer waived its opportunity to visit the site.

5.1.7 The following statement: “By submission of this proposal, each Proposer and each person signing on behalf of any Proposer certifies, and in the case of joint bid, each party thereto certifies as to its own organization, under penalty of perjury, that to the best of his/her knowledge and belief:

1) This proposal has been arrived at independently, without collusion, consultation, communication, or agreement, for the purposes of restricting competition, as to any matter relating to such prices with any other Proposer or with any competitor; and

2) Unless otherwise required by law, the Proposal which has been proposed, has not

been knowingly disclosed by the Proposer and will not knowingly be disclosed by the Proposer prior to opening, directly or indirectly, to any other Proposer or to any competitor; and

3) No attempt has been made or will be made by the Proposer to induce any other

person, or entity to submit or not to submit a Proposal for the purpose of restricting competition.

5.2 Deposit

A deposit in the amount of $10,000 must be included with each Proposal. The Proposer must submit a separate Proposal and deposit for each parcel the Proposer seeks to develop. If that Proposal is selected, the deposit will be applied to the purchase price of the Parcel. If the Proposal is not selected, the deposit will be returned to the Proposer. If the Successful Proposer fails to thereafter close on the Parcel in accordance with the terms as outlined in this RFP, the City may retain the deposit as liquidated damages.

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5.3 Content of Proposal

The following criteria will be evaluated for each parcel being proposed for development according to the procedure detailed in Section 6 of the RFP. Proposers must address each of the issues below for each parcel being proposed for development in order for their proposal to be considered. As such, all Proposals must be prepared in a manner in which each parcel can be individually evaluated pursuant to the criteria set forth herein.

5.3.1 Proposed Development

To evaluate the feasibility of the proposed development, the Proposer must submit materials in sufficient detail to allow the City to review the proposal. In addition, if a proposal calls for development of the project in phases, all those materials shall clearly identify and depict each phase of development. Proposals for each parcel shall be evaluated separately by the RFP Selection Committee. The City reserves the right to select different Proposers for Parcels A1, A2, A3, B and C. The Proposal shall include the following:

1. A narrative detailing the scope and character of development for each parcel, including the total square footage of any structures or other improvements proposed for a particular parcel by type of use, and the size of each improvement.

2. A description of the development schedule, including but not limited to a projected timeline of development, or if proposed in phases, for each phase of development.

3. Conceptual drawings detailing the proposed design theme should include at least the following:

a. A site plan showing the placement of all proposed improvements, including the relationship of all building or buildings, loading areas, streets, drives and walks, required landscaping areas, and setback lines.

b. Elevation drawings illustrating the exterior appearance of the proposed improvements.

c. Drawings illustrating the relationship and connection between proposed buildings which front the harbor and the adjacent public waterfront or Creekwalk.

d. Sketches, architectural plans and drawings as may be useful or necessary to adequately depict the proposed development.

5. A list and description of the proposed tenants or end-users of each proposed improvement, including any letters of intent or other written commitments (if available) from prospective tenants of the project.

6. Demonstration of the ability to remediate contaminated property and to manage any post-remediation contamination during redevelopment.

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5.3.2 Project Financials

The proposal must describe the sources and uses of funds for the acquisition, development and construction of the proposed project and must demonstrate the ability and capacity of the Proposer to access adequate financial resources to successfully complete the project.

The following information shall be provided:

1. Proposed project budget, including proposed environmental remediation expenses if applicable.

2. Proposed method and potential sources of financing for the project, including debt and equity and any terms and conditions of such financing sources. The proposal should state whether the Proposer or its principals have existing relationships with any such sources or have done prior projects with them. If historic tax credits or any other governmental subsidies or incentives (including "Brownfield Subsidies") will be sought, they should be identified and any prior experience of the Proposer in obtaining such benefits should be described. Contact information for each potential source of financing should be provided. Securing financing for the project is not a condition precedent to closing.

3. Evidence of financial resources of the Proposer to fully implement the project components in a timely fashion.

5.3.3 Proposer’s Qualifications

The ability of the Proposer to complete the development project on budget and on schedule is dependent on the Proposer’s experience and resources. Joint Proposers are permitted, provided a lead with overall project responsibility is designated.

To permit the evaluation of the Proposer’s ability to meet this criterion, supply the following:

1. A brief history and description of the Proposer’s organizational structure, including size, scope of services, capability and area(s) of specialization. The description should identify all principals of the organization. If the Proposer is a joint venture, describe the nature of the relationship between the parties and the respective roles to be played by each party. Identify any other projects undertaken as a joint venture by the parties or their affiliates.

2. The qualifications and experience of the Proposer’s team that will carry out the development of the project. The development team consists of each person or entity that will play a substantial role in the creation and implementation of this development, and includes the entity designated as the developer, the architectural firm along with key personnel of the design group, and other participants or tenants, if any, who are committed to the project as of the date of submission.

3. The resumes of key management and supervisory personnel who will be directly assigned to work on the development project and a description of the specific function each will perform. This information should include each individual’s qualifying experience to perform the services assigned and his/her position and length of service with the development team.

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4. A client list including a detailed description of the size, total dollar value, and specific services provided for each development project the Proposer has completed within the past five (5) years; specify the name, address and telephone number of the individual responsible for the supervision of such projects. Include at least one reference from a lender or investor that has provided debt or equity financing to the Proposer or its principals, for a comparable project. Photographs, renderings, elevation and other documentation that illustrate comparable projects managed by the Proposer will assist the RFP Selection Committee.

5. The Proposer must provide three (3) professional references, including name, organization, and phone number and e-mail address.

5.3.4 Public Benefit

The Proposer must demonstrate how the proposed development will enhance the quality of life for residents of Syracuse and Central New York, including, but not to be limited to the following:

1. Connectivity from Parcel(s) being bid on to the adjacent areas reserved for public use, including the waterfront promenade, piers, Creekwalk and amphitheater.

2. Fine-grained scale of design appropriate to a pedestrian neighborhood.

3. Construction of public amenities for visitors to the Syracuse Inner Harbor (boaters, shoppers, e.g. parking, public restrooms, etc.)

4. Sustainable development: the proposed development’s sustainable design features including stormwater management, walkability, provisions for alternative transportation, energy conservation and use of sustainable materials.

5. Accommodations for public access to maximize the land’s waterfront location and connection to the Erie Canal system.

6. The creation of new jobs and the utilization of local labor and contractors in the construction of the proposed project, and a description of any such plans.

5.3.5 Proposed Purchase Price

Each proposal should set forth the proposed purchase price to be paid per parcel to the City in connection with each land disposition. The proposed purchase price shall be submitted along with the proposal in a separately sealed envelope.

5.3.6 Statement of Integrity and Disclosure of Conflicts

A statement as to whether, within the last ten (10) years, the Proposer or any of its members, agents, affiliates or members’ affiliates:

1. have been involved in any of the following in connection with any project or development in which it participated (whether in connection with its development or operation):

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bankruptcy or similar insolvency proceedings, foreclosure action (including any sale by power of attorney, deed in lieu of foreclosure or similar transfer), workout or restructuring of debt, or litigation (other than personal injury claims or landlord-tenant claims with respect to space tenants); or

2. have been convicted of or pleaded guilty to any felony or to any misdemeanor relating to any business or financial matters or involving moral turpitude; or

3. have defaulted under, or have been alleged in writing to have defaulted under, any contract or agreement with the City of Syracuse or the State of New York or any of their respective agencies, departments, bureaus, offices or authorities. If so, then the applicable circumstances should be described in reasonable detail.

4. have been or are presently involved in a business or other relationship with any current member of the RFP Selection Committee.

5.4 Submission of Proposal

5.4.1 The Proposer must submit one (1) original and seven (7) printed hard copies and two (2) compact diskettes (CD) in pdf format of the proposal, to the Director of the Office of Management and Budget, Division of Purchase, by 2:30 PM EDT on November 10, 2011. The Proposal must include a Short Environmental Assessment Form relating to the purchase with Part 1 completed, signed and dated by the Proposer (finalists may be required to submit additional copies). Proposal binders should be packed in sealed boxes.

5.4.2 The City will not accept any proposal received after 2:30 PM EDT on November 10, 2011.

5.4.3 The City shall not be liable for any costs of any kind incurred by a Proposer in attending a pre-proposal site visit, preparing a response to this RFP, attending a post-proposal interview, clarifying or negotiating the terms of any response or otherwise in connection with the RFP, including any inaccuracies or incomplete information that may be contained in this RFP. By submitting a proposal, a Proposer will be deemed to have confirmed its agreement to the foregoing and that it will not make any claims for or have any right to damages because of any misinterpretation or misunderstanding of the services requested, any lack of information or any inaccuracy contained in this RFP.

5.4.4 All proposals submitted in response to this RFP shall become the property of the City of Syracuse. A Proposer should mark those sections of its proposal that it believes contain proprietary information. The City reserves the right to make its own, independent determinations as to whether material so marked is proprietary; the City will give proprietary treatment only to that material which it has determined to be proprietary. Please note that the proposed purchase price may not be designated as confidential or proprietary.

5.4.5 All proposals will be furnished to the RFP Selection Committee, and may be furnished to appropriate City staff as may be necessary for review to assist the Committee. Further, the response of the City to third party requests for information contained in a proposal

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may be governed by New York Public Officers Law Articles 6 and 6-A, as applicable. The return of proposals not selected for award shall be at the sole and absolute discretion of the City.

5.4.6 Proposals may not be submitted by telegraph, fax or electronic mail (email) means.

Section 6: Evaluation of Proposals

6.1 Overview

An RFP Selection Committee chosen by the Mayor of the City of Syracuse will review and evaluate each of the submitted written proposals. The purpose of the evaluation process is to examine the responses for compliance with this RFP and to identify a proposal that best meets the SIH development objectives for each parcel. The City may retain consultants to evaluate portions of each proposal and incorporate those findings into the review and recommendations.

6.2 Preliminary Review

6.2.1 Each proposal will be dated and time stamped when received. No proposals will be considered after the due date and time.

6.2.2 Each proposal will be preliminarily reviewed by the Director of the Office of Management and Budget to determine if it contains all of the submission requirements in the RFP. Incomplete proposals that do not address all of the requested components may not be accepted for review and consideration. For those determined to be incomplete, the Director of the Office of Management and Budget shall consult with the City’s Department of Law to determine whether the missing information can be clarified by the Proposer or if it should be declared non-responsive. The Director of Management and Budget, reserves the right to reject any and all proposals not deemed to be in the best interest of the City of Syracuse and to reject as informal such proposals, as in her opinion, are incomplete, conditional, obscure, or which contain irregularities of any kind, including unbalanced proposals.

6.3 Evaluation Criteria

Below is a list of the five main evaluation criteria and corresponding points assigned in the scoring of the proposals. The RFP Selection Committee will evaluate each proposal using the criteria and will assign a score for each criterion. The sum of all of the criteria final scores for a proposal will result in the total score earned by each Proposer.

Criteria Points 1. Proposed Development (refer to 5.3.1) 35 2. Project Financials (refer to 5.3.2) 15 3. Proposer Qualifications (refer to 5.3.3) 15 4. Public Benefit (refer to 5.3.4) 25 5. Proposed Purchase Price (refer to 5.3.5) 10

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6.4 Evaluation Process

6.4.1 Following the preliminary review described in Section 6.2, the RFP Selection Committee will receive and review all responsive proposals submitted for each of the evaluation criteria, as described in Section 5.3. If a Proposer submits Proposals for the development of multiple Parcels, the RFP Selection Committee shall evaluate each Proposal for each Parcel separately from the other Parcels.

6.4.2 The RFP Selection Committee may convene interviews of each Proposer, at which the Proposer will be allowed a presentation of their Proposal(s) and RFP Selection Committee members will be permitted to ask questions. Interviews of the Proposers, if conducted, will be conducted in a closed session of the RFP Selection Committee. The interview process may include presentations, site visits, reference checks and/or any additional information or clarification that is deemed necessary. However, Proposers will not be allowed to change their proposals at this time.

6.4.3 At the conclusion of the interviews/presentations, the RFP Selection Committee members

shall evaluate and score the proposals and then discuss the scores. Each RFP Selection Committee Member may amend their scores after discussion. After discussion of the scores for each proposal is completed, the RFP Selection Committee Members shall collectively determine a Recommended Proposer for each Parcel. The RFP Selection Committee may also choose not to recommend a Recommended Proposer for any one or more of the Parcels.

6.4.4 The Director of the Office of Management and Budget will then request the Mayor’s

award of each Recommended Proposer. Upon the Mayor’s award, the item will be placed on the Common Council Agenda for Council approval.

6.4.5 If the Common Council approves the Mayor’s award by ordinance, the Office of Management and Budget shall notify the Proposer and the Proposer shall be required to execute a Disposition Agreement within forty-five (45) days of the date of the notice. The City reserves the right to extend this time period at its discretion.

6.4.6 The City shall not be bound in any way to a Proposer, nor shall any Proposer be, or be deemed to have been, awarded any rights with respect to this RFP until a formal written agreement in the form of a Disposition Agreement providing for the disposition of the land has been approved by the Common Council and duly executed by the Proposer and the City.

6.5 Additional Rights of the City

By submission of a proposal, the Proposer acknowledges and agrees that the City of Syracuse reserves the right to:

1. Award the contract in whole or in part.

2. Accept or reject, for any or no reason, any or all proposals received in response to this RFP.

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3. Waive any formalities and negotiate any or all proposals received in response to this RFP, without assigning any reason.

4. Correct any arithmetic errors in the proposals.

5. Waive any non-compliance with the requirements of this RFP contained in proposal submissions. This waiver shall in no way modify the RFP or excuse a Proposer that enters into an agreement with the City from full compliance with the RFP.

6. Request that Proposers clarify elements in their proposals.

7. Contact any clients on the Proposers client list and/or references furnished as part of the proposal, with the understanding that the party making such contacts will keep them confidential, except that any such contacts may be shared with the City of Syracuse and its respective professional advisors.

6.6 Public Announcements

No public announcements or news releases pertaining to any award of the right to develop any parcel shall be made by any Proposer without the City’s prior written consent.

Section 7: Contract Terms and Conditions

7.1 Legal Requirements/Permits/Approvals

Final contract language is subject to the approval of the City’s Corporation Counsel. It will be the responsibility of the Proposer to comply, at its own expense, with all applicable federal, state and local legal requirements, including New York environmental laws and labor laws, and to coordinate all necessary project reviews and approvals, including but not limited to the following:

1. State and local building permits.

2. State Historic Preservation Office (SHPO) - Given the location of the property and its historic use, all development plans affecting the Canal Maintenance Building and the Freight House will require review by SHPO. Proposals for Parcel A2 shall include the adaptive reuse of the Freight House. Relocation of the Freight house within the parcel would be permitted only after consultation with SHPO and NYSCC and at the Proposer’s sole cost and expense. If relocation of the Freight House is of interest, Proposers should include it in their proposals. In addition, depending upon the nature of the proposed development and the amount of prior ground disturbance on the parcels that are the subject of this RFP, a cultural resource and/or archeological survey may be required.

3. Local Zoning – Compliance with the Zoning ordinances of the City of Syracuse is required. Please see section 4.2.3 of this RFP and Part B, Section IX, (Lakefront Zoning Districts) of the Syracuse zoning ordinances, and the Syracuse zoning ordinances generally.

4. Subdivision – Proposers will be responsible for any subdivision of the land required under local laws and/or regulations in connection with their proposals.

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5. Title – The City is not making any warranty or representation with respect to title to any of the parcels. At the time of issuance of this RFP, title to the parcels A1, A2, A3, B, and C is held by the NYSCC. The NYSCC Board voted on July 18, 2011 to transfer title to the parcels to the City of Syracuse for the purpose of development. The City and NYSCC are currently negotiating the disposition agreement for the transfer of Parcels A1, A2, A3, B, and C. The final agreement for disposition of the Parcels is subject to the approval of the Common Council of the City of Syracuse.

6. Performance Bond – The Successful Proposer shall, at its own expense, on or before the execution of the Disposition Agreement, deliver to the City, a bond executed by itself as principal and by a surety company authorized to do business in New York State, acceptable to the Owner in an amount of ten percent (10%) of the total projected project costs, conditioned on the faithful performance by the Successful Proposer of all covenants to be performed by it, including the construction of the project as proposed. This Performance Bond shall be in effect until the proposed development project at the Parcel is completed.

7.2 Environmental Diligence and Review

7.2.1 The City shall conduct an environmental impact review of the land transfers under the New York State Environmental Quality Review Act ("SEQRA") prior to entering into any Disposition Agreement and/or Lease. Part I of a Short Environmental Assessment Form must be completed and submitted with each proposal.

7.2.2 In connection with applications by the Proposer to federal, state and local agencies for approvals associated with project development, an environmental impact review of the proposed development of the parcels shall be conducted under SEQRA and, if appropriate, under the National Environmental Policy Act ("NEPA").

7.2.3 Proposers should be aware that the SIH and the prior uses of the surrounding lands may give rise to material environmental issues and should plan to conduct their diligence efforts accordingly. It is recommended that Proposers consult with the NYSDEC regarding any required remediation and/or mitigation for development of any parcel.

7.2.4 Proposer shall be solely responsible for the costs of removal of soil and remediation of all parcels acquired as necessary based on the Proposer's use, pursuant to this RFP. The Proposer shall be solely responsible for the identification, appropriate characterization, and remediation of all lakefront properties contaminated with petroleum, toxic materials, hazardous substances or hazardous wastes in accordance with applicable New York State and Federal requirements. Moreover, the Proposer shall familiarize itself with any sites within the SIH that are listed by the New York State Department of Environmental Conservation pursuant to Title 13 of Article 27 of the New York Environmental Conservation Law ("ECL") on the Registry of Inactive Hazardous Waste Disposal Sites, and those other properties, if any, listed as contaminated pursuant to ECL, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C.A. § 9601 et seq. ("CERCLA"), and other applicable State and Federal laws.

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7.2.5 NYSCC retained an environmental consultant to conduct a hybrid Phase I environmental site investigation of the parcels. An electronic copy of the environmental consultant’s report is included with this RFP and made a part hereof. Any questions regarding the hybrid Phase I environmental site investigation must be submitted in writing during the comment period as set forth in Section 3.3. It is recommended that Proposers consult with the NYSDEC regarding any required remediation and/or mitigation for development of all parcels.

7.2.6 Portions of Parcel B may contain wetlands, as defined by the United States Army Corps of Engineers (USACOE), and the disturbance of these wetlands may be regulated by USACOE. Therefore, if applicable, Proposers should take any potential wetland regulatory requirements into consideration in their proposal, including any mitigation requirements.

7.2.7 As a condition of the disposition agreement the Successful Proposer shall provide to the City and the NYSCC an environmental indemnity release, covenant not to sue, and any other additional environmental liability protection deemed to be necessary and in the best interests of the City by its Corporation Counsel.

7.3 Certification of Information

By execution of the Disposition Agreement, Proposer will certify that all information Proposer has provided to the City is complete, true and accurate.

7.4 Liability

The Proposer shall be responsible for all damage to life and property due to negligent or otherwise tortious acts, errors or omissions of the Proposer in connection with its activities in relation to this RFP or the Disposition Agreement. Further, it is expressly understood that the Proposer shall indemnify and save harmless the City of Syracuse, the NYSTA, the NYSCC and the State of New York, as their interests may appear, from claims, suits, actions, damages, and costs of every name and description resulting from the Proposer’s activities on or related to the parcels.

7.5 Standard Contract Clauses and Exhibits

The Exhibits listed below and attached hereto will to the extent applicable be incorporated into and made a part of the Disposition Agreement. The City will not entertain proposals to modify any of the Exhibits. Should a Proposer object to any of the terms of any of the appendices, those objections should be set forth in detail in its response to this RFP. Any Exhibits which are required to be executed by the Proposer must be executed by the proposer and returned with the Proposal.

Exhibit A Map of Parcels Exhibit B Notice to Respondents Exhibit C Checklist Exhibit D Professional References Form Exhibit E Non-Collusive Certification Exhibit F Signature Page

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EXHIBIT A

Map of Parcels

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EXHIBIT B Notice to Respondents:

Exceptions and Document Retention

Please retain a copy of this complete document for your records. This is the only copy you will receive. You will be forwarded notice of the awarded items only. The City of Syracuse reserves the right to waive any formalities and to reject or negotiate any and all proposals without assigning any reason.

Please be advised that any exceptions to these specifications may be cause for your proposal to be disqualified.

Any and all exceptions to this specification must be clearly and completely indicated. Attach additional pages if necessary.

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EXHIBIT C Checklist

Proposer’s Name and Address

_________________________________ _________________________________ Data Sheet Have you attached: Yes No Cover letter? _____ _____ Introduction? _____ _____ Qualifications? _____ _____ Company overview? _____ _____ Professional references? _____ _____ Proposal and supporting cost data? _____ _____ Have you provided one (1) original and seven (7) copies of proposal as required? _____ _____ Have you signed and dated your proposal on the signature form provided along with address, phone and fax numbers, and included it with your proposal? _____ _____ Signed _______________________________________ Title _________________________________________ Company _____________________________________ Date __________________________________________

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EXHIBIT D Professional References Form

Proposer’s Name and Address _________________________________ _________________________________ Professional References Name/organization __________________________________________ Address ___________________________________________________ Telephone # ________________________________________________ Contact person _____________________________________________ Name/organization __________________________________________ Address ___________________________________________________ Telephone # ________________________________________________ Contact person ______________________________________________ Name/organization __________________________________________ Address ___________________________________________________ Telephone # ________________________________________________ Contact person ______________________________________________ Name/organization __________________________________________ Address ___________________________________________________ Telephone # _______________________________________________ Contact person _____________________________________________

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EXHIBIT E Non-Collusive Certification

A) This Proposal has been arrived at independently and without collusion, consultation,

communication or agreement, for the purpose of restricting competition, as to any matter relating to such Proposal with any other Proposer or competitor;

B) Unless otherwise required by law, the Proposal which has been proposed has not been knowingly

disclosed and will not knowingly be disclosed prior to opening, directly, or indirectly, to any other Proposer or competitor;

and C) No attempt has been made, or will be made by the Proposer, to induce any other person or entity

to submit or not to submit a proposal for the purpose of restricting competition. I hereby affirm under the penalties of perjury that the foregoing statement is true. I also acknowledge notice that a false statement made in the foregoing is punishable under Article 210 of the Penal Law.

Signed _______________________________________ Title _________________________________________ Company _____________________________________ Date _________________________________________

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EXHIBIT F Signature Page

The undersigned hereby declares that they are the only person/entity interested in this proposal, that the proposal is in all respects fair and without collusion or fraud, and that no member of the Syracuse Common Council or other officer of the City of Syracuse, or any person in the employ of the City of Syracuse, is directly or indirectly interested in this quote, or in the supplies or work to which it relates or in any portion of the profits thereof. The undersigned also declares that they have carefully examined any form of contract, specifications or other documents referred to as being on file in the office of the Division of Purchase; and that they will provide all necessary transportation and office equipment and supplies, and any other required materials and labor necessary to do all the work and provide the services called for in this Request for Proposal. The undersigned hereby declares that they have read and acknowledged the non-collusive certification, and agrees to abide by the requirements therein and affirms under the penalties of perjury that all statements, figures or affirmations set forth therein are true and accurate. Person or Entity Making Proposal ___________________________________________ SIGN HERE Authorized signature (or signature of authorized agent): _____________________________________ Entity’s address ________________________________________________ Print name and title of authorized person or authorized agent ______________________________________________________________ Dated __________________________ Telephone # __________________________ Fax # __________________________ Email Address_________________________