REQUEST FOR PROPOSALS

YWCA ADAPTIVE REUSE AND NEW

CONSTRUCTION OPPORTUNITIES

FOR DISCUSSION PURPOSES ONLY

C I T Y O F P A S A D E N A

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REQUEST FOR PROPOSALS YW CA REH A BI LI TAT I O N , A DA PT I VE REU SE, A N D N EW

CO N ST RU CT I O N O PPO RT U N I T I ES

TABLE OF CONTENTS

OVERVIEW………………………………………………………………………………………...4

INTRODUCTION…………………………………………………………………………………….4

SUMMARY OF REQUEST……………………………………………………………………………...4

DEVELOPMENT OPPORTUNITIES……………………………………………………………………..5

PROJECT GOALS AND OBJECTIVES…………………………………………………………………...5

FINANCING……………………………………………………………………………………….6

BACKGROUND…………………………………………………………………………………...7

Specific Project Information…………………………………………………………………………………………8

DEVELOPMENT SITE

INFORMATION…………………….………………………………………………………………....8

DEVELOPMENT PARAMETERS………………………………………………………………………..11

DUE DILIGENCE INFORMATION…………………………………………………………………….14

PROJECT REQUIREMENTS/CONSIDERATIONS………………………………………………………..15

SUBMITTAL REQUIREMENTS…………………………………………………………………...16

EVALUATION…………………………………………………………………………………….18

EVALUATION PROCESS……………………………………………………………………………..18

EVALUATION CRITERIA……………………………………………………………………………..18

PROPOSED SELECTION SCHEDULE…………………………………………………………...19

SCHEDULE:…………………………………………………………………………………………19

INQUIRIES………………………………………………………………………………………...19

Special Terms and Conditions……………………………………………………………………20

RESPONDENT RESPONSIBILITIES…………………………………………………………………….20

RESERVATION OF RIGHTS BY CITY OF PASADENA…………………………………………………..20

NO PARTNERSHIP/BUSINESS ORGANIZATION………………………………………………………20

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EMPLOYMENT RESTRICTION AND INDEMNITY……………………………………………………....20

CIVIL RIGHTS RESERVED……………………………………………………………………………21

PROPERTY RIGHTS/DISCLOSURE OF INFORMATION………………………………………………....21

SUBMITTAL REJECTION/RIGHT TO DISQUALIFY……………………………………………………..21

LOCAL PREFERENCE………………………………………………………………………………..22

CERTIFICATE OF INSURANCE………………………………………………………………………22

EQUAL OPPORTUNITY CONTRACTING…………………………………………………………….22

DEFINITIONS……………………………………………………………………………………….23

W ITHDRAWAL OF PROPOSAL……………………………………………………………………....23

ERRORS AND OMISSIONS…………………………………………………………………………...23

TAXPAYER PROTECTION AMENDMENT……………………………………………………………..23

Attachment A:…………………………………………………………………………………….32

Civic Center/MidTown Design Guidelines……………………………………………………….32

Attachment B:……………………………………………………………………………………..33

CIVIC CENTER / MIDTOWN DESIGN GUIDELINES…………………………………………..33

Attachment C:…………………………………………………………………………………….34

CIVIC CENTER / MIDTOWN DESIGN GUIDELINES…………………………………………..34

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OVERVIEW

IN T RO DU CT IO N

Incorporated June 19, 1886 the City of Pasadena is located at the base of the San Gabriel Mountains, and is just 15 minutes north of downtown Los Angeles in sunny Southern California and offers both the business and recreational traveler a surprising combination of sophistication and entertainment. Although best known for the Rose Bowl and Tournament of Roses Parade, Pasadena has a history of impressive corporate and academic pursuits. NASA’s Jet Propulsion Laboratory, the California Institute of Technology, and Art Center College of Design are among the institutions that create an environment conducive for various engineering, investment, high-tech and creative endeavors. Other major employers include Parsons Engineering, Avery Dennison, Kaiser Permanente, and Western Asset Management.

SU MMARY O F REQ U EST

The City of Pasadena is soliciting detailed development proposals for the rehabilitation and adaptive reuse of the 1921 Pasadena YWCA building designed by architect Julia Morgan. The City’s priority is the rehabilitation of the YWCA as a single project. However, respondents may also wish to include, in addition to the rehabilitation of the YWCA building, the development of one or two additional properties within the Civic Center and a subterranean parking structure that could serve the new development(s). The first property is adjacent to the YWCA building and the second is a property, known as the City of Pasadena Water and Power site, located directly across Holly Street within the Civic Center. The level of design and operation of the projects must be commensurate with high quality commercial buildings. All properties are owned by the City of Pasadena. In addition to the present day land use and development standards, Respondents must recognize and incorporate the relevance of the YWCA building’s History, Significance and Treatment Approach and Rehabilitation as defined below into their respective proposals. Rehabilitation of the YWCA must proceed concurrently or in advance of development of either of the secondary sites.

PRO PERT IES

Pasadena YWCA Building/Adjacent Parcel The YWCA building, located at 78 N. Marengo Avenue is listed in the National Register of Historic Places as a contributing building within the Pasadena Civic Center Historic District. The property is also designated as a historic monument by the City of Pasadena, a designation that denotes regional significance and includes public and semi-public interior spaces. The YWCA building has added significance because Julia Morgan, California’s first licensed woman architect, designed it. This proposal considers the rehabilitation of the historic YWCA building and new construction opportunities on adjacent parcels. The combined properties occupy approximately two acres.

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Water and Power Site Located directly to the north of the YWCA and across Holly Street is a vacant parcel referred to as the Water & Power Site. This site represents an opportunity for new construction of a commercial building on a 43,726 square foot lot. Parking Respondents should recognize that new development within the Civic Center will trigger the need for additional parking. The amount of parking will depend on the proposed development. This RFP seeks improvements that sufficiently incorporate adequate parking into the submittal. Both properties are within walking distance of major cultural attractions, business services, shopping, and public transit.

DEVELO PMEN T O PPO RT U N IT IES

The project is the rehabilitation and adaptive reuse of the YWCA building with opportunity for new construction on adjacent parcels. The Water & Power Site presents a rare opportunity for new construction within the Civic Center that is consistent with all Pasadena plans that relate to its historic Civic Center and dynamic Central District. The architecture and planning effort will need to be of the highest caliber in order to complement and enhance two of Pasadena’s most significant historic resources, the Civic Center, and City Hall. The City is looking to the applicants to propose a project that will prove to have a lasting, significant and positive effect on the City of Pasadena, and the highest standards will be used to evaluate the proposed design.

PRO JECT GOALS AN D O BJECT IVES

The City’s primary goal for the YWCA is to preserve its historic integrity, restore the exterior façade and significant interior spaces, and return the building to a functioning use.

Develop a high quality commercial building and/or a use that is commensurate with the historic integrity of the YWCA Building/Site.

Establish a long-term, market rate ground lease and/or sale of the YWCA Building/Site and the Water and Power site.

Construct adequate parking facilities to meet the demand of both the YWCA and Water and Power sites.

Serve as an added catalyst for continued economic growth and provide direct economic benefit to the City.

Maximize the site’s potential in a creative and complementary manner.

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Enhance the dynamic environment of the Civic Center District while respecting the dominance and monumentality of major civic buildings, and the scale and form of existing historic structures.

Respond to and respect the architectural and spatial context of the site and surrounding historic district.

Comply with applicable plans and guidelines, including but not limited to: The Bennett Plan, Central District Specific Plan and applicable Design Guidelines.

FIN AN CIN G

Given the City’s limited available funding resources coupled with the recent elimination of redevelopment funding, Respondents are strongly encouraged to submit a proposal that is privately financed and does not rely on any direct City financial participation. However, the City recognizes the unique opportunity involved with this proposal and therefore may consider some sort of public/private partnership that may be needed to achieve a desirable project.

SELECTION

Through this process, the highest qualified team will be selected by an Advisory Review Panel. The Panel will consist of City of Pasadena employees and community members of varying areas of expertise who will evaluate the proposals in accordance with the stated goals and objectives outlined herein. Following review by the Advisory Review Panel, it is anticipated that a recommendation by city staff will be made to the City Council which will ultimately select the development team. Formal negotiations for a development and lease agreement are expected at the end of this process.

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W & P

Site YWCA

Site

BACKGRO U N D

Pasadena currently offers residents and visitors a rich mix of cultural, entertainment and shopping attractions on a pedestrian scale. In the central area, there are several mixed-use projects, distinct retail districts and cultural venues that make Pasadena stand out in the Southern California marketplace. Pasadena enjoys what other cities are striving for – the social lifestyle benefits that accompany a heightened interest in urban living. This is attributable to the strong private sector investment and a City government highly regarded for its management and vision, as well as the quality and historic character of this unique community.

The Civic Center Core provides some of Pasadena’s most significant architectural treasures, including the YWCA building, Pasadena City Hall, Central Library, and the U.S. Post Office. The City is actively engaged in continuing to realize the 1920’s “City Beautiful” vision by preserving historically significant buildings and

enhancing streetscapes and pedestrian amenities.

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SPECIFIC PRO JECT I N FO RM AT IO N

DEVELO PMEN T SIT E IN FO RMAT IO N

YW CA Property

Construction History – Although the Pasadena YWCA is now among several important institutional buildings in the civic center, it should be noted that the YWCA and the YMCA predated the plans for the Civic Center. Both were built on N. Marengo Avenue before Holly Street was widened and extended to provide a grand approach to City Hall, which was completed in 1927. The 1925 “Plan for Pasadena” by Bennett, Parsons & Frost of Chicago was the basis of this reordering of the grid and reestablishment of the street hierarchy in this area of Pasadena, creating the grand axes that would set the Civic Center apart from the rest of the city’s fabric. Once a residential neighborhood on the eastern fringe of the business district, this area was planned to become the new institutional and governmental center of Pasadena. Significance - The building was designed by the prominent California architect Julia Morgan and constructed in what would become the Pasadena Civic Center in 1921-1922. It is rendered in the Mediterranean style as a muted expression of the Beaux-Arts tradition. As an example of a type, the building exemplifies both Morgan’s work with the YWCA and the historical mission of that organization. While the Pasadena YWCA has been altered to some extent on both the exterior and interior, the building still retains historic integrity. The YWCA is a designated historic property at the National, State and local level. It was listed on the National Register of Historic Places as a contributor to the Pasadena Civic Center historic district in 1980. In 1998, when the California Register of Historic Places was enacted, all buildings listed on the National Register automatically became listed on the California Register as well. In 1998 the City of Pasadena designated the building as a Historic Treasure (now known as “historic monument”), the highest level of local historic designation that denotes regional significance and includes designation of significant public and semi-public interior spaces.

Treatment Approach and Rehabilitation – The Secretary of the Interior has defined four treatment approaches for historic properties: Preservation, Rehabilitation, Restoration and Reconstruction. The National Park Service advises that the approach most appropriate to the historic property and to the project should be identified by considering, among other factors, the relative importance of the historic resource, its physical condition, the proposed use, and whatever mandated code requirements may apply. In the case of the YWCA Building, the appropriate treatment approach under the Secretary of the Interior’s Standards is Rehabilitation. The National Park Service defines Rehabilitation as follows:

The act or process of making possible a compatible use for a property through repair, alterations, and additions while preserving those portions or features which convey its historical, cultural, or architectural values.

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Respondents are encouraged to follow the link below to view the Pasadena YWCA Rehabilitation Study (Study) for an in depth discussion regarding the Secretary of Interior Standards for Rehabilitation. Rehabilitation Study. Current Status - The YWCA organization moved to other quarters in 1997, and the building has been vacant since that time. In 1996 the building was sold to a developer who considered several options for the development of the site and the rehabilitation of the building. In the years that have passed, the building was not properly secured against weather, trespassing, and vandalism, and all three eventually took their toll on portions of the building’s historic fabric. Detailed information related to the building’s overall condition may be found in the Study.

Use – As the Study notes, when a new use is considered, respondents should be mindful that the first of the Standards for Rehabilitation calls for a new use that will “require minimal change to the building’s distinctive materials, features, spaces and spatial relationships.” Any new use should be one that embraces the unique form, spaces, and character of the existing building, using the guidelines in the Study to plan for areas that may be more significantly altered. An ideal use would be one that is aligned with the physical qualities of the building, the appropriate uses within the Civic Center, and the historic role of the building in the community. Site Information - The YWCA is located on the western side of the Civic Center block with street frontage along N. Marengo Avenue, E. Holly Street, N. Garfield Avenue, and E. Union Street. The property has been vacant for approximately 20 years. The YWCA building parcel is approximately 40,153 square feet and includes an adjacent parking area totaling 10,640 square feet. Details related to the size, zoning, and development capacity of the site area are summarized in the Development Parameters section of this proposal.

Water and Power Site

YWCA Site

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W ater & Power Site (Optional) The Water & Power Site is located in the Civic Center block with street frontage along N. Garfield Avenue, Ramona Street, and E. Holly Street. The property is presently an undeveloped parcel. The parcel is approximately 43,726 square feet. Details related to the size, zoning, and development capacity of the site area are summarized in the Development Parameters section of this proposal. The projects represent an opportunity to develop the sites in phases. Phase I represents the rehabilitation of the YWCA building. Phase II represents the new construction adjoining the YWCA and subterranean parking garage. The construction of a building and subterranean parking garage on the Water & Power Site represents Phase III. There is no preferential sequence for development of Phases II and III

Parking Plan Respondents must include in their proposal a parking plan that sufficiently addresses any new uses that are introduced as a result of their proposal. Conceptually, a subterranean parking structure (as depicted below) may be sufficient to address the required parking. In this concept, the two subterranean structures are connected via a tunnel beneath Holly Street with the ingress/egress located on Union Street and Ramona Street.

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As a matter of information, the City of Pasadena recently hired a private firm to complete a Feasibility Study for the construction of two parking garages, one located in the Civic Center District and one in the Playhouse District. If the projects are found to be feasible, the study will include Schematic Designs and cost estimation for the construction of each of the two subterranean garages. Relevant to this RFP, one of the sites is located within the City’s Civic Center District, across from City Hall bounded by City Hall to Marengo Avenue and Union Street to Ramona Street (see attachment “Civic Center Parking Feasibility Study”). In addition to the City’s Parking Feasibility Study, Respondents are encouraged to offer their own unique solutions as part of this RFP and not rely solely on the City’s proposal for Civic Center parking.

DEVELO PMEN T PARAMET ERS

YW CA AND W ATER & POW ER SITES

The YWCA is a prized local landmark and sits within a collection of important historic buildings. Therefore, while considering the design of the project Respondents should understand that the project will be highly scrutinized by the community. The proposal will be reviewed by various City Commissions such as the Design Commission and Planning Commission along with historic preservation advocacy groups and the general public. The project will be governed by the Central District Specific Plan and the design guidelines contained therein as well as the Secretary of the Interior’s Standards for Rehabilitation. Although the maximum parameters in the Zoning Code are listed below, Respondents are strongly advised to review these design guidelines, which will require the projects to respond to and be compatible with the surrounding sensitive historic context. In particular, the projects should be lower than the maximum height allowed, especially where new buildings adjoin or are adjacent to historic buildings. National Park Service Preservation Brief #14 is also a useful resource for designing additions to historic buildings.

The photo below of the Pasadena Police building serves as an example of a recently constructed building within the Civic Center that exemplifies the quality of a Pasadena

type building as contemplated within this RFP.

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DESIGN CON CEPT S AN D GU IDELIN ES

Design guidelines for the Civic Center Core, of which the YWCA and Water & Power block is a part, are provided in the Central District Specific Plan. The guiding design principles for this area are as follows:

Sub-District Character: Respect Civic Landmarks

Protect Views of Monumental Civic Buildings

Create Dignified Public Spaces

Street Environment: Promote High Standards of Street Design

Reinforce the Bennett Plan

Maintain and Extend Historic Streetscape Elements

Site Planning: Provide a Gracious Landscape Setting

Embellish Outdoor Spaces

Penetrate Blocks for Visual Connections

Building Design: Full retention of YWCA Building and Courtyard

Achieve Design Coherence/Compatibility with Historic Buildings in the Vicinity

Communicate Building Function

Build to the Highest Standards

Rehabilitation of the YWCA Building and new construction within the Pasadena Civic Center Historic District must follow the Secretary of the Interior’s Standards

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ZON IN G REGULAT ION S

HEIGHT LIMIT

The maximum height allowed for the development site is 60 ft . However, as it relates to Garfield Avenue frontage, proposals should recognize that any proposed building(s) needs to respect the prominence of City Hall. Therefore, proposals are strongly advised not to exceed the height of City Hall’s 3

rd floor eave on the Garfield side, or approximately 46 feet . The

maximum height of the proposed project shall be measured from the sidewalk. (See Pasadena Zoning Code, Section 17.30.040, Figure 3-8) FAR The maximum permit ted floor area rat io (“FAR” ) for the YWCA building block is 2.25. Accordingly, the development envelope for the new construct ion proposal is to be dictated by the required setbacks and height limits. (See Pasadena Zoning Code, Section 17.30.040, Figure 3-9)

BUILDING SETBACKS

The setback from the proper ty line fronting Garfield Avenue is 10 ft . with the expectat ion that the setback may need to increase by 1 ft . to 2 ft . in order to maintain prominence of City Hall and maintain alignment with exist ing public buildings.

The following is an illustrat ion of the respect ive building envelopes. A complete Design Review will be required to determine all setbacks.

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PARKING REQUIREMENTS To achieve correlation between the development caps identified in the Land Use Element of the General Plan and the FAR’s assigned by Chapter 17.30.050, floor area devoted to parking facilities shall not apply in the calculation of permissible building floor area provided that parking shall comply with the following requirements.

- Each parking structure shall comply with all applicable design guidelines of the Central District Specific Plan, (see CDSP Section 9: Private Realm Design Guidelines).

- Meet the requirements of 17.46.250 (Additional Requirements for Parking in the Central District).

- The City is interested in adding more spaces, but will consider shared parking proposals utilizing adjacent parking resources

DU E D ILIGEN CE IN FO RMAT IO N

TITLE

The City of Pasadena has had a Title Report prepared for the all of the development sites and it is available by contacting the Economic Development Division.

ZONING

The sites are zoned CD-2 (Central Distr ict , Sub-area 2). This sub-district is intended to strengthen its role as the symbolic and governmental center of the City, supporting civic, cultural, and public service institutions, while augmenting the character of the area with a complementary mixture of uses.

ROBINSON MEMORIAL

The existing Robinson memorial is expected to remain in place. Proposals should not detract, block or diminish the public’s views or enjoyment of the memorial.

ENVIRONMENTAL CLEARANCE

An asbestos survey and a lead-based paint survey were conducted on the YWCA Building. Copies of the reports may be obtained by contacting the Economic Development Division or downloading them from the City’s website at www.cityofpasadena.net.

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PRO JECT REQ U IREMEN T S/CO N SIDERAT IO N S

FIRST SOURCE LOCAL HIRING ORDINANCE (ORD. 6995 § 2 (PART), 2004)

Market rate construct ion projects are strongly encouraged, though not required, to par t icipate in the City’s First Source Local Hir ing Program. By doing so, developers may benefit from a construct ion tax rebate by employing local residents in the construct ion of the project. Construct ion projects that receive financial assistance from the City are required to comply with the First Source Local Hir ing Ordinance. Further details about the First Source Local Hiring Program are provided Online at

http://www.cityofpasadena.net/Pasadena_First/Local_Hire/ .

The project shall meet at a minimum a LEEDTM

“Silver” level rat ing and incorporate appropr iate documentation for a building permit. Further details about the Green Building Practices Ordinance are provided Online at http://www.cityofpasadena.net/GreenCity/Green_Building_Program/ .

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SU BM IT TAL REQ U IREMEN T S

Please provide identification of the proposed team members (i.e. the developer). Include a single contact person for all correspondence and notifications. Submissions must incorporate the following elements to be eligible for review:

1. Development Entity/Capacity

Complete description of development entity, including architects, and all consultants, full legal name, type, ownership equity/financing structure, and primary contact regarding submittal

Examples of similar projects of size and significance.

List of references from public and private agencies

2. Development Plan

Detailed project description and a written narrative describing how the project meets the goals and objectives stated on page 4 of this RFP

Conceptual site plan, elevations and contextual rendering. The size of the boards (unless all electronic), scale and perspective points should be identified and common to all proposers.

Chart detailing proposed building uses and square footage

Preliminary development schedule/timeline and anticipated phasing

3. Transaction Terms and Conditions

Term sheet that includes the following:

o Proposed Purchase Price/Lease Amount

Proposed Purchase Price/Lease Term

4. Economic Plan/Proforma

Project Proforma:

o Estimated construction costs including detailed direct, indirect/soft costs and financing costs

Estimated net operating income including detailed revenue projections and operating costs

Identification of additional project benefits to the City, such as jobs created, services provided and revenue generated

5. Each proposer must submit a completed Form AA-1. Failure to submit this form

will result in automatic disqualification with no exceptions unless proposer has an approved form on file with the City. Form AA-2 is required to be submitted

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for projects involving labor or services in excess of $25,000. Form AA-3 is Optional. Forms attached as Exhibit A.

6. A completed and signed "Affidavit of Non-Collusion." See attached Exhibit B

7. Evidence of certification by State of California as a small or micro-business, if claiming such preference - http://www.pd.dgs.ca.gov/smbus/sbcert.htm

8. Disclosure pursuant to the City of Pasadena Taxpayer Protection Amendment of 2000, Pasadena City Charter, Charter, Article XVII

9. If your proposal does not include all of the above items, it may be deemed non-responsive. Twelve (12) copies of the proposal shall be submitted as described in Section 1 of this RFP.

Teams are encouraged to provide any relevant information that will assist the City in the evaluation of their submission. However, bulky promotional materials not directly related to the development are discouraged. Submissions must be in the actual possession of the City in City Hall, 100 N. Garfield Avenue, Room S 116, on or before September 24, 2012 no later than 5:00 pm. Late submissions will not be considered. Submissions must be provided in a sealed package with the statement “Pasadena YWCA Proposal” and the prime contact name and address clearly labeled on the front. Please submit twelve (12) electronic and hardcopies (8½ x 11 format preferred).

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EVALUAT IO N

EVALUAT IO N PRO CESS

The City will designate an Advisory Review Panel to evaluate all proposals received in response to this RFP. The Panel will assess the responses based on the factors described below. Panel members will score each response in their own preferred order. The scores assigned by each Panel member will be based on the individual member’s reasonable judgment as to the degree to which the proposal complies with the criteria and intent of the RFP process. The Advisory Review Panel will make a recommendation which will be considered by city staff. City staff will make a recommendation to City Council. Final selection will be made by the City Council. Members of the Advisory Review Panel and other City staff may contact references and industry sources, investigate previous projects and current commitments, and interview some or all of the development team. The City reserves the right to reject any or all submittals at its sole and absolute discretion.

EVALUAT IO N CRIT ERIA

The following is an outline of the criteria that will be utilized in determining those submittals deemed most responsive to stated goals of this project. Criteria are not listed in any particular order.

1. Development Entity/Capacity

Demonstrated experience in successful financing, development, operation and economic performance of comparable projects

2. Development Plan

Extent to which the submittal meets the project goals and objectives described on page 4

Ability to effectively design the project within the development parameters set forth on page 12

3. Economic Plan

Projected economic benefit to the City of Pasadena

4. Transaction Terms

Proposed development schedule and phasing required to complete the project

Quality and feasibility of proposed business offer

Ability to complete the transaction in a timely fashion

5. Development Team Local Pasadena Business receives a 5% preference. Points may be awarded

on a prorated basis to non-local Development Teams that include local participant(s).

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PRO PO SED SELECT IO N SCH ED U LE

The City intends to proceed in accordance with the schedule noted below. The City reserves the right to alter the schedule at any point in the process, but agrees to provide adequate notice to Respondents should the schedule be amended.

SCH EDU LE:

RFP Release: July 9, 2012

Due Date for written questions: September 5, 2012

RFP Response Deadline: September 24, 2012 (no later than 5:00 pm local time)

IN Q U I RIES

If any person contemplating submitting a proposal is in doubt as the true meaning of any part of this RFP or has any questions, he/she may submit questions via email to:

David Klug, Senior Project Manager

Economic Development Division City Manager’s Office

City of Pasadena (626) 744-4660

dklug@cityofpasadena.net Phone questions will not be addressed. The deadline to submit questions is 5:00 PM local time, September 5, 2012. Responses to questions will be in the form of addenda posted on the Economic Development Division web page at http://cityofpasadena.net/Economic Development/Redevelopment/Addendum. Furthermore, any interpretation or correction of RFP, Commission or City specifications will be made only by addendum, duly issued by the City’s Economic Development Division and available on its website. .

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SPECIAL T ERM S AN D CO N D IT IO N S

RESPO N DEN T RESPO N SIBILIT IES

All facts and opinions stated herein and in any additional information, whether written or oral, provided by the City of Pasadena and/or its representatives, are based on available information and are believed to be accurate. However, no representation or warranty is made with respect thereto. The information in this document is intended to help prospective Respondents create viable responses. However, it is the sole and absolute responsibility of those responding to this request to complete their own due diligence with regard to the information contained herein, including, without limitation, any development restrictions, whether contractual, governmental, physical, or otherwise, which may restrict or affect development of the site. Development is subject to all applicable development standards and restrictions.

RESERVAT IO N O F RIGH T S BY C IT Y O F PASADEN A

The issuance of this RFP and the acceptance of submittal do not constitute an agreement by the City of Pasadena that any contract will actually be entered into by the City of Pasadena. Any costs incurred by Respondents in preparation of a response to this RFP or future RFP are completely the responsibility of the Respondents. Any or all disputes arising under this RFP and any contract negotiated as a result of this RFP shall be governed by the laws of the State of California. The City reserves the right to issue written notice of any changes in the submittal process should the City determine, in its sole and absolute discretion, which such changes are necessary or desirable.

N O PART N ERSH IP/BU SIN ESS O RGAN IZAT IO N

Nothing in this RFP or in any subsequent development agreement, lease, or any other contract entered into as a result of this RFP shall constitute, create, give rise to or otherwise be recognized as a partnership or formal business organization of any kind between or among the City of Pasadena or the team.

EMPLOYMEN T REST RICT IO N AN D IN DEMN IT Y

No person who is an officer, employee, contractor or consultant of a team shall be an officer or employee of the City of Pasadena. No rights of the City of Pasadena’s civil service, retirement or personnel rules accrue to team, its officers, employees, contractors, or consultants. The successful team shall have the total responsibility of all salaries, wages, bonuses, retirement, withholdings, worker’s compensation and occupational disease compensation, insurance, unemployment compensation other benefits and taxes and premiums appurtenant thereto concerning its officers, employees, contractors, and consultants. Team shall save and hold the City of Pasadena harmless with respect to any and all claims for payment, compensation, salary, wages, bonuses, retirement, withholdings, worker’s compensation and occupational disease compensation, insurance, unemployment compensation other benefits and taxes and

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premiums in any way related to Team’s officers, employees, contractors and consultants.

C IVIL RIGH T S RESERVED

Notwithstanding any other provision of the Request for Proposals, the City reserves the right to:

- Waive any immaterial defect or informality;

- Extend or otherwise revise the submittal date;

- Reject any or all submissions or portions thereof;

- Reissue a new or revised Request for Proposals; and

- Request one or more teams to submit a more detailed submittal

This RFP does not commit the City of Pasadena to enter into a contract or development agreement, to pay any cost incurred in the preparation of a submittal in response to this request or in subsequent exclusive negotiations. Further, this RFP does not convey to any team any contract property rights.

PRO PERT Y RIGH T S/D ISCLO SU RE O F IN FO RMAT IO N

All responses to this Request for Proposal (RFP) accepted by the City of Pasadena (City) shall become the exclusive property of the City. At such time as the City Manager recommends a project to the City Council, and such recommendation, with any recommended contract appears on the Council agenda, all proposals accepted by the City shall become a matter of public record and shall be regarded as public, with the exception of those elements of each proposal which are defined by the contractor as business or trade secrets and plainly marked as "Trade Secret", "Confidential" or "Proprietary". Each element of a proposal which a respondent desires not to be considered a public record must be clearly marked as set forth above, and any blanket statement (i.e. regarding entire pages, documents or other non-specific designations) shall not be sufficient and shall not bind the City in any way whatsoever. If disclosure is required or permitted under the California Public Records Act or otherwise by law, the City shall not in any way be liable or responsible for the disclosure of any such records or part thereof.

SU BMIT TAL REJECT IO N /RIGH T TO D ISQ UALIFY

Submittal of terms, condition and/or agreements may result in rejection if such terms, conditions, or agreements are deemed unacceptable by the City in its sole discretion. The City of Pasadena reserves the right to disqualify any team who fails to provide information or data specifically requested herein or who provides materially inaccurate or misleading information or data or who attempts to influence the selection process outside the procedures established herein. The City of Pasadena reserves the right to disqualify any team on the basis of any real or apparent conflict of interest. This disqualification is at the sole discretion of the City of Pasadena.

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LO CAL PREFEREN CE

The City of Pasadena is committed to promoting the economic health and well-being of its residents. To this end, Contractor agrees to recruit Pasadena residents initially and to give them preference, if all other factors are equal, for any new positions which result from the performance of this Contract and which are performed within the City. The Contractor will be required to make good-faith effort to hire Pasadena residents for all new hires, including subcontractor new hires. A good-faith effort will include requests to unions or community organizations designated by City to provide a list of qualified Pasadena residents. If qualified candidates are available, Contractor will conduct interviews with assistance of City and union/community organizations. Residents are individuals who are, and have been one year prior to the effective date of the contract, residents of the City of Pasadena. Submission to the City of documentation of requests and interviews will constitute proof of a good-faith effort. Interviews of Pasadena residents, if conducted, shall be completed and documentation submitted to the City prior to commencement of Contract work.

CERT IFICAT E O F IN SU RAN CE

Proof of insurance is not required to be submitted with your proposal, but will be required prior to the City's award of the contract. A copy of the City standard has been attached.

EQ UAL O PPO RT U N IT Y CO N T RACT IN G

Policy - The City of Pasadena is committed to a policy of Equal Opportunity Contracting. Qualified firms including small businesses and businesses owned by women, minorities, and disabled persons are encouraged to submit bids or proposals. Contractors expressly agree to comply with the City's ordinances and regulations regarding Equal Opportunity Employment as well as regulations that may be mandated by the source of the funds supporting this contract. Compliance – To the extent permitted by law, Contractor expressly agrees to establish compliance with the Equal Employment Opportunity Practices Provisions of Chapter 4.08 of the Pasadena Municipal Code, and the Rules and Regulations adopted pursuant to said ordinance. The successful bidder may be required to submit documentation during the term of the contract to evidence on-going compliance with the City’s Contracting Ordinance. Such

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documentation may include, but not be limited to certified payroll records and Current Permanent Workforce Utilization reports. Questions regarding the City of Pasadena’s Contracting Ordinance and policy should be directed to the Department of Finance, Purchasing & Payables Division 626.744.6755.

DEFIN IT IO N S

The words (A) "City", (B) "Department", (C) "Director", or (D) "Contractor", as used in this RFP, shall be understood to refer respectively to (A) the City of Pasadena, California; (B) the several departments therein; (C) the directors of the several City departments; or any of their properly authorized assistants; and ( D) the person, firm or corporation with whom the contract is made by said City or the agent or legal representative who may be appointed to represent such person, firm or corporation in the signing and performance of said contract.

W IT H DRAW AL O F PRO PO SAL

Any bidder may withdraw its proposal, either personally or by telegraphic or written request at any time prior to the time set for the opening of proposals.

ERRO RS AN D O MISSIO N S

Proposer and/or the Contractor shall not be allowed to take advantage of any errors in or omissions from in the Request for Proposals. Full instructions will be given if such error or omission is discovered and timely called to the attention of the City.

TAX PAYER PROT ECT IO N AMEN DMEN T

Under the provisions of the City of Pasadena Taxpayer Protection Amendment of 2000 ("Taxpayer Protection Act"), the Contractor will be considered a "recipient of a public benefit." The full provisions of the Taxpayer Protection Act are set forth in Pasadena City Charter, Article XVII. Under the Taxpayer Protection Act, City public officials who approve this Contract are prohibited from receiving gifts, campaign contributions or employment from Contractor for a specified time. This prohibition extends to individuals and entities that are specified and identified in the Taxpayer Protection Act and includes Contractor and its trustees, directors, partners, corporate officers and those with more than a 10% equity, participation, or revenue interest in Contractor. Contractor understands and agrees that: (A) Contractor is aware of the Taxpayer Protection Act; (B) Contractor will complete and return the forms provided by the City in order to identify all of the recipients of a public benefit specified in the Taxpayer Protection Act; and (C) Contractor will not make any prohibited gift, campaign contribution or offer of employment to any public official who approved this Contract.

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EXHIBIT D

TAXPAYER PROTECTION AMENDMENT

Under the provisions of the City of Pasadena Taxpayer Protection Amendment of

2000 ("Taxpayer Protection Act"), the Contractor/Organization will be considered a

"recipient of a public benefit." The full provisions of the Taxpayer Protection Act are set

forth in Pasadena City Charter, Article XVII. Under the Taxpayer Protection Act, City

public officials who approve this Contract/transaction are prohibited from receiving gifts,

campaign contributions or employment from Contractor/Organization for a specified

time. This prohibition extends to individuals and entities that are specified and identified

in the Taxpayer Protection Act and includes Contractor/Organization and its trustees,

directors, partners, corporate officers and those with more than a 10% equity,

participation, or revenue interest in Contractor/Organization. Contractor/Organization

understands and agrees that: (A) Contractor/Organization is aware of the Taxpayer

Protection Act; (B) Contractor/Organization will complete and return the forms provided

by the City in order to identify all of the recipients of a public benefit specified in the

Taxpayer Protection Act; and (C) Contractor/Organization will not make any prohibited

gift, campaign contribution or offer of employment to any public official who approved

this Contract/transaction.

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Disclosure Pursuant to the

City of Pasadena Taxpayer Protection Amendment of 2000

Pasadena City Charter, Article XVII

Contractor/Organization hereby discloses its trustees, directors, partners, officers, and

those with more than a 10% equity, participation, or revenue interest in

Contractor/Organization, as follows:

(If printing, please print legibly. Use additional sheets as necessary.)

1. Contractor/Organization Name:

2. Name(s) of trustees, directors, partners, officers of Contractor/Organization:

3. Names of those with more than a 10% equity, participation or revenue interest in

Contractor/Organization:

Prepared by: ________________________________

Title: ______________________________________

Date: ______________________________________

For office use only:

Contract/Transaction No.

If not a contract, type of transaction:

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ATTACHMEN T A:

CIVIC CENTER/MIDTOW N DESIGN GUIDELINES

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ATTACHMEN T B: CIVIC CENTER / MIDTOW N DESIGN GUIDELIN ES

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W & P Site

YWCA

Site

ATTACHMEN T C: CIVIC CENTER / MIDTOW N DESIGN GUIDELIN ES