REQUEST FOR QUALIFICATIONS

Property Development Opportunity

Bellevue Riverfront Site
Lafayette Avenue
BELLEVUE, KY 41071

ISSUED BY:
City of Bellevue
616 Poplar Street
Bellevue, KY 41073
Phone: 859.431.8888
Fax: 859.261.8387

I. Introduction and Purpose

The purpose of this Request for Qualifications (RFQ) is to solicit and select a developer
(Respondent) for the Bellevue riverfront site (Project) located Lafayette Avenue in Bellevue,
Kentucky.

The City of Bellevue (City) is requesting qualifications from companies and project teams who
have experience developing and owning, leasing, and/or operating commercial, office,
hospitality, and/or residential mixed-use establishments in urban settings. The City will select
companies to participate in interviews, reference checks, and presentations to the City Council,
with feedback from a Selection Committee. Selection criteria will include: infill real estate
development experience, financial ability to execute the project, agreements with prospective
tenants/end users, and the respondents ability to utilize the site for commercial and residential
purposes in a way that enables the Citys vision for this signature site. The Citys vision, generated
through a public visioning process led by consultants, is to create a high-quality development that
blends public and private spaces, preserves a level of public access to the river, retains some
visual connections to the river from Fairfield Avenue, and provides high quality developments that
contributes to the economic vitality of the city (this process is further described in Section V).

Map 1 Context Map

BELLEVUE RIVERFRONT SITE 2

II. Region Information

City of Bellevue

Bordered on the west by Newport and on the east by Dayton, Bellevue is in northernmost
Campbell County, just south of the Ohio River from Cincinnati. This river city, covering just less than
one square mile, has a rich heritage as reflected in its architecture and historically authentic
business district. This business district along Fairfield Avenue is a regional attraction and is home to
talented artisans, unique restaurants, and specialty shops.

Bellevue is currently experiencing a resurgence of

interest by individuals and families seeking a
quality urban lifestyle due to its prime location and
excellent real estate fundamentals. Extremely
accessible, Bellevues main arterial, Fairfield
Avenue, runs through Bellevue and connects the city
to Northern Kentuckys other river cities as well as
Interstate 471, which runs along its western border
and connects the city to downtown Cincinnati. The
House in Bellevue
drive time from Bellevue to Cincinnatis Fountain
Square is 7 minutes. Greater Cincinnati International Airport is just 16 minutes away via car.

Demographics

The Cincinnati metropolitan statistical area is made up of 17 counties in Ohio, Kentucky, and
Indiana. The Cincinnati metropolitan statistical area has a population of 2,165,139 making it the
28th largest metropolitan area in the United States. Since 2010, the Cincinnati region has grown
by 2.39%, outpacing peer regions including Cleveland, Pittsburgh, St. Louis, Milwaukee, and
Memphis. The Cincinnati MSA is comprised of 851,373 households earning a median household
income of $55,089 working primarily in the sectors of educational services and healthcare,
manufacturing, and retail trade.

The City of Bellevue in which the site is located has a population of 5,921. 59.9% of Bellevues
2,703 households are family households and total median household income is $52,223.
Compared to the region, Bellevue has a high percentage of owner-occupied housing units at
70.1%. Bellevue is a part of Northern Kentuckys urban core communities across the Ohio River
from Cincinnati: Ludlow, Covington, Newport, Bellevue, and Dayton. This portion of the Cincinnati
region has experienced significant development momentum and real estate growth since 2008
and has attracted new residents and businesses because of its diversity and excellent location
immediately adjacent to Cincinnatis central business district.

BELLEVUE RIVERFRONT SITE 3

Map 2 Context Map

Market Demand

Greater Cincinnati has a strong, vibrant economy. Thirteen Fortune 1000 businesses make their
home in the regionmore per capita than New York, Los Angeles, or Chicago. The region is home
to the largest inland port in the United States and is within 600 miles of more than half of all
United States manufacturers, population, and purchasing. Major regional sectors include
aerospace, food and beverage, bio health, transportation and logistics, and entertainment.

Recently, a number of major expansions and business relocations have been announced in the
Northern Kentucky area. CTI Clinical Trial and Consulting Services recently relocated to
Covington, KY bringing 250 existing high-wage jobs and creating as many as 500 jobs over the
next decade. DHL recently completed a $108 million expansion of its processing facility at the
Greater Cincinnati International Airport, adding 900 jobs. In January 2017, Amazon committed to
invest $1.49 billion dollars to create a worldwide cargo hub, adding 2,700 jobs. Further,
Cincinnati Childrens Hospital in Avondale has announced a $300-500 million expansion of their
nearby Avondale location to be completed over the next five years.

This increase in jobs comes on the heels of the national trend of re-urbanization, which has young
professionals and empty-nesters alike returning to live, work and play within a regions urban
core. Within Greater Cincinnati, there are no better examples than the influx of new developers

BELLEVUE RIVERFRONT SITE 4

in Downtown Cincinnati, Newport, and Covington. These cities have seen new bars, restaurants,
apartments and retail locate in the center of the city, and Bellevue is a natural extension of this
trend as other urban neighborhoods take part in this renaissance.

Comparable Urban Projects

SouthShore Located in Newport, KY along the Ohio River, SouthShore is a 33-story tower with
61 luxury condominium units and within one half mile west of the Bellevue riverfront site. This
project is a resort-style waterfront community and includes a putting green, pool, fitness center
and clubhouse overlooking downtown Cincinnati.

Aqua on the Levee Completed summer of 2016, Aqua on the Levee is a mixed-use development
that includes a hotel, high-end apartments, and retail space. The 239 luxury apartments ranging
in size from one to three bedrooms. Rents for these apartments range between $1,200 and
$3,000. Although units in this project have just recently became available, interest has been high
and the project has- a high occupancy level.

Newport on the Levee Adjacent to Aqua on the Levee,

Newport on the Levee is an urban retail and
entertainment center featuring a 20-screen movie theater
and the Newport Aquarium. The $200 million project
attracts patrons with an average household income of
$88,220 and median household income of $76,760
according to their most recent market study completed in
2012.

The Ascent This iconic project designed by Daniel Newport on the Levee
Libeskind consists of 70 luxury condominium units in 22
stories. The Ascent was completed in 2008 with prices ranging from $500,000 to over $5 million.
The Ascent includes a wide range of amenities, including 24/7 concierge service, in-home
catering, and membership to a distinguished private business club.

The Banks The Banks is a large riverfront mixed-use project in Cincinnati located between the
stadiums for both the Cincinnati Reds and Cincinnati Bengals professional sports franchises. This
project includes retail, commercial space, a hotel, and apartments. This is a phased development
and upon completion, will include 1,800 residential units, 400 hotel rooms, 1 million square feet of
office space and more than 400,000 square feet of retail.

Local Area Attributes

River Front Commons Trail The River Front Commons Trail will connect the six Northern Kentucky
cities of Ludlow, Covington, Newport, Bellevue, Dayton, and Ft. Thomas with walking and biking
paths. The paths will be along the Ohio River allowing for scenic views from all the River Cities.

BELLEVUE RIVERFRONT SITE 5

Currently, the trail is approximately 50% complete. The Bellevue riverfront site will be directly
adjacent to a future Trail segment to be planned and completed in the near future.

Newport on the Levee The regions premier destination for riverfront entertainment and tourism.
Newport on the Levee is located within walking distance of the Bellevue riverfront site and offers
multiple dining and nightlife spots, a multiplex movie theater currently undergoing an $8 million
renovation, the Newport Aquarium, and a number of retail establishments.

Fairfield Avenue Historic District This historic district also

serves as Bellevues business district, which is home to over fifty
small businesses that span from formal tearooms and fine
dining, to art and antique galleries. Bellevue has an excellent
reputation for supporting its array of unique businesses by
organizing regular events, promotion through joint advertising,
and other services.

Chart House An upscale riverfront restaurant that serves

southern-style seafood. The restaurant is located just west of
the site in neighboring Newport, Kentucky and is a popular
destination for special events and waterfront dining.
Fairfield Avenue Historic District
Newport Pavilion Newport Pavilion is one of the Cincinnati
regions premier and highest performing commercial retail developments. Located along Interstate
471 in Newport, it serves Northern Kentucky as well as Cincinnatis downtown neighborhoods.
Newport Pavilion contains 50 retailers and restaurants and over 463,000 square foot of retail
space. Major anchors include Kroger, Target, and Dicks Sporting Goods. The Newport Pavilion
Kroger is one of two Krogers located within one mile of the Bellevue riverfront site.

Large Area Attributes

Higher Learning The Cincinnati region is home to over a dozen universities, colleges and
technical schools. The University of Cincinnati, Xavier University, and Northern Kentucky University
are all within five miles of the Bellevue riverfront site and enroll over 65,000 students. In addition
to producing a qualified workforce, providing research, and servicing the community, the three
major universities also compete in major NCAA Division I college athletics providing further
economic activity in the region. Over 200,000 graduates enter the workforce annually from
colleges and universities within a 200-mile radius of Cincinnati.

Healthcare The Bellevue riverfront site is within 3 miles of half a dozen hospitals including Christ
Hospital, St. Elizabeth Ft. Thomas, Cincinnati Childrens, TriHealth Good Samaritan Hospital,
University of Cincinnati College of Medicine, and the VA Medical Center. The healthcare and
biomedical industries in the Cincinnati region are experiencing explosive growth. The region is
home to over 590 biohealth firms making greater Cincinnati a home for innovation in healthcare.

BELLEVUE RIVERFRONT SITE 6

Map 3 Surrounding Amenities

III. Project Description

Overview

The City of Bellevue is seeking a developer for a city-owned site who will execute a vibrant multi-
use project that will be an economic driver for the city. The site is located at the intersection of
Harbor Greene Drive and Berry Avenue between Fairfield Avenue and the Ohio River. The Citys
goal is to provide quality space for growing companies and retail establishments as well as
residential units or hospitality uses. The City will encourage developers to propose designs that
create a neighborhood feel, walkability, and open space that are consistent with and
complementary to the context of the surrounding area, and in particular, the Fairfield Avenue
Historic District. The signature nature of the site will yield a quality project.

BELLEVUE RIVERFRONT SITE 7

Map 4 Site Aerial Imagery

Site Information

The project site is an irregular shape and is roughly 8.71 acres. There are also adjoining parcels
that could be acquired from private owners. It has street access on three sides, with Fairfield
Avenue running along the southwestern border, Lafayette Avenue along the northwest border,
and Harbor Greene Drive running into the site from the southeast. Berry Avenue connects Harbor
Greene Drive to Fairfield Avenue. Fairfield Avenue is part of Kentucky State Route 8a major
thoroughfare that experiences an average daily traffic count (ADT) of 21,376 in front of the
Bellevue riverfront site. The site is located within a half mile of interstate 471. The portion of
Interstate 471 closest to the site experiences an ADT of 107,605.

Zoning

The City of Bellevue officially adopted a form-based zoning code in 2011. Unlike traditional
zoning regulations which focus mostly on land use, form-based zoning code focuses on the overall
built environment. Form-based zoning allows for greater flexibility in building use so long as the
projects complies with design guidelines. Bellevues form-based code ensures that new
development will preserve and enhance the citys exiting pedestrian friendly urban fabric. A
zoning map of the site (Map 5) is provided below.

The site falls under three zone classifications. The first is a Conservation Zone (CO) fronting the
Ohio River. Examples of permitted uses include publically or privately owned recreational uses. A
full description of the CO zone can be found in the Bellevue Zoning Ordinance.

BELLEVUE RIVERFRONT SITE 8

The majority of the site is covered by two similar form-based code transect zones: T-5 and T-5.5.
T-5 and T-5.5 are Urban Center Zones consisting of higher density mixed-use buildings that
accommodate, retail, office, other commercial, row-houses, or multi-family buildings. More specific
uses include but are not limited to: mixed use blocks, multi-family buildings, hotels (no room limit),
retail buildings, restaurants, parking structures, or medical clinics. Developments in these transect
zones have tight street networks with wide sidewalks, steady street tree planting and buildings
oriented to the street and set close to the sidewalks. Layouts typically promote substantial
pedestrian activity. Building heights and these zones are typically 2-5 stories but can be much
higher. Additional information on the form-based code for the site can be found in Appendix Item
1 or in Article XXI of the Bellevue Zoning Ordinance.

Parking

Parking minimums in the T-5 and T-5.5 zones are as follows:

Use Parking Requirement

Residential 1.0 per dwelling
Lodging 1.0 per unit
Office 2.0 per 1,000 ft.2
Retail 3.0 per 1,000 ft.2
Civic 1 per 5 seats of assembly use
1 per 1,000 ft.2 of exhibition or recreation

Parking requirements may be reduced based on occupancy rates as approved by the City
Administration. Additional information on parking requirements can be found in the Bellevue
Zoning Ordinance.

Floodplain

The Ohio River floodplain plays an important role in Cincinnati and Northern Kentuckys urban
core development. The Bellevue riverfront site is partially located in the floodway and the 1%
annual chance (100 year) and 0.2% annual chance (500 year) floodplains. Map 6, provided
below, shows the floodplain boundaries as they relate to the site.

The northernmost portion of the site falls into the Ohio River floodway and cannot be developed
without permission and approval from the United States Army Corps of Engineers.

Most of the site is located within the 1% annual chance floodplain. This area has a 1 percent
chance of being equaled or exceeded in any given year. This area is subject to federal flood
prevention regulations that may include insurance requirements and specialized construction.
Parking lots, parking structures, and storage are permitted below the base flood elevation in the
1% chance zone. Commonly, parking structures are used to elevate other uses above the base

BELLEVUE RIVERFRONT SITE 9

flood elevation. Required minimum residential parking must be outside of the 1% chance annual
floodplain.

A significant portion of the site is located in the 500-year floodplain. This area has a 0.2 percent
chance of being equaled or exceeded in any given year. Development in this zone is subject to a
lesser degree of regulations. Flood insurance in the 0.2% chance floodplain is generally not
required. Critical infrastructure including hospitals, fire stations, police stations, storage of critical
records, and similar facilities may not be located in the 0.2% zone.

BELLEVUE RIVERFRONT SITE 10

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IV. Resident and Stakeholder Input

Overview

A workshop called Riverfront Visioning was held on May 17th, 2017 gathering input from
residents and other stakeholders in the Bellevue community regarding the site. The workshop
began with site information, followed with break-out activities. The aim of the workshop was to
understand what the community envisioned for the property. During this workshop, ten emerging
themes were discussed. More information for this workshop can be found in Appendix Item 2.

Themes
Provide green space and park space.
Create public connection(s) to the river (future Riverfront Commons).
Improve traffic flow in/around the site and Fairfield Avenue.
Transition scale from broad river to the small-town feel of the Avenue.
Build a destination that draws residents and visitors: event spaces, active riverfront, non-
chain food/retail, and cultural amenities.
Provide vibrant and dynamic public spaces that are accessible to everyone.
Make clear public / private spaces.
Increase walkability.
Develop high quality buildings, streets, and public spaces.
Contribute to the economic growth and vitality of Bellevue.

V. City Vision for the Property and Development Objectives

City Vision

The Citys vision for the Bellevue riverfront site is for it to be a destination for residents and
visitors alike. Possible uses for the space include residential townhomes, mixed-use retail and
residential developments, office space, or hospitality. The city envisions high quality buildings that
tie together in a walkable street network that contribute to the economic health and vitality of
Bellevue.

Objectives

1. Bring new businesses to Bellevue by creating high quality office and/or commercial space.
2. Create high-quality residential product to diversify the housing options within the city.
3. Utilize architectural design that is engaging and community minded, potentially including
quality public amenities.

BELLEVUE RIVERFRONT SITE 13


Location of site along the Ohio River

VI. Scope of Development Activities

The City plans to sell the site to a Respondent who will execute a development agreement with
the City and provide binding guarantees at the time of purchase to ensure the property will be
developed to a predetermined development plan. The City shall reserve the right to withdraw
from the agreement for the failure to comply with terms and conditions set forth in any
development agreement reached with a proposed Respondent.

The selected Respondent will:

Arrange and obtain all financing for the project.
Take possession of the property at the agreed upon sale price and date provided all the
conditions precedent established by any development agreement are met.
Perform a substantial development(s) at the property in compliance with the agreed upon
development plan.
Attract retail, hospitality, or entertainment based tenants, in addition to any office or
residential space, in compliance with the agreed upon development plan.
Operate the property in a commercial fashion. The City may consider a public/private
partnership in the development of the building if the Developer feels this would be
necessary to attract outside funding.

VII. RFQ Submission Requirements

Each respondent to this Request for Qualifications is required to provide a Statement of

Qualifications (Statement) as described in the next section. In order to facilitate review and
evaluation by the City and its advisory committee, all respondents are requested to structure their
responses in conformance with the outline presented below. No specific plan is required as part of

BELLEVUE RIVERFRONT SITE 14

the qualifications submittal, but respondents that believe their capabilities cannot be properly
presented without such a plan may provide one.

Ten copies of each response must be received by 4:00 PM, Wednesday, September 20, 2017 at
the following address:

Joseph Klare
Director of Real Estate Finance and Investments
The Catalytic Development Funding Corp. of Northern Kentucky
50 East RiverCenter Boulevard, Suite 429
Covington, KY 41011

The City will only consider respondents who:

1. Are in good standing with the City as that term is defined in the Bellevue Code of Ordinances.
2. Are not involved in adverse claims against the City, delinquent in their financial obligations to
the City, or debarred, suspended, proposed for debarment, declared ineligible or voluntarily
excluded from participation in any HUD funded programs.
3. Can demonstrate a successful track record in providing high quality commercial and
residential developments that attract high quality end users.
4. Can demonstrate an understanding of the Fairfield Avenue corridor and ability to attract high
quality and complementary end users to this prominent location.

VIII. Statement Outline

Each Respondents Statement of Qualifications should be prepared according to the following

outline:

1. Letter of Interest An official letter of interest including the name and address of the
developer(s) corporation, partnership, or joint venture and all supporting team members. If
the developer is proposing a project team involving other firms, give the names and
addresses of all principal firms involved in the project, including their roles and responsibilities.

2. Firm History and Background A brief history of the firm(s).

3. Project Experience The following information is required for each key member of the
proposed development team:
Description of experience relating to development projects in urban settings and involving
either adaptive re-use of existing buildings and/or redevelopment of urban parcels that
are similar in nature to the Site.
Demonstration of experience completing projects of the scale and complexity envisioned in
this project.
Specific relevant project experience, including the name and address of the project,

BELLEVUE RIVERFRONT SITE 15

 photographs and brief project descriptions. For each project referenced, include the
developers role in each completed project and the time period for involvement.
Project descriptions should include development concepts, duration of planning and
implementation, construction and completion dates, locations, land uses, sizes (total net
leasable square footage of each use, overall gross square footage and height),
construction costs, roles of development entities, and any public financial assistance or
incentive.
Any innovative aspects of previous project experience that may be relevant to this project
should be described in detail.
The names, addresses, and responsibilities of all key personnel participating on the
development team, including resumes. Resumes should include educational and
professional qualifications, relevant experience, and details regarding the specific role
proposed for this project.
Identification of any other relevant organizational, consultant or other available resources
that will be committed to this project.

4. Financial Capacity The City requests supporting documentation that the development entity
has the financial capacity (including demonstration of the development team's ability to obtain
financing for a project of this magnitude) to execute its development plan for the project. The
City recognizes the sensitive nature of the financial information requested in this RFQ. Such
information may, therefore, be submitted under separate cover and labeled Confidential.
This information will be used solely by the City for purposes of evaluation, and will be kept
confidential to the fullest extent allowed by law. Documentation should include:
Financial statements (preferably audited) for the three most recent calendar or fiscal
years for the developer or in the case of a company or partnership formed specifically
for this project, for each of its principals/guarantors.
Letters from the developers lenders and other financial partners attesting to the
developers financial capacity to undertake this project.
A list of the developers lender references including specific contact information.
Specific experience utilizing public/private financing tools and incentives such as New
Market Tax Credits, Tax Increment Financing, Industrial Revenue Bonds, etc.

Please answer the following questions:

Is the development entity or any named individual in the proposed project involved in any
litigation or other disputes that could result in a financial settlement having a materially
adverse effect on the ability to execute this project? If yes, please explain.
Has the development entity or any named individual in the proposed project ever filed for
bankruptcy or had projects that have been foreclosed? If yes, please list the dates and
circumstances.

BELLEVUE RIVERFRONT SITE 16

5. Community Collaboration The project will require the developers collaboration with City
staff and elected officials, adjacent property owners and residents, and the general business
community in Bellevue. Please provide examples of the developers experience in executing
projects that required developing excellent relationships with various governmental, civic and
business groups. Please provide local government and private sector references for similar
projects.

6. Other Any additional information that will substantiate the development team's capability
and experience with projects of a similar nature and distinguishing your firm and its capacity
to serve in this role. Of particular interest to the advisory committee will be examples of
plans or projects developed by your firm that demonstrated quality or innovative design,
incorporated public spaces or elements, and were sensitive to reinforcing the urban context
and walkability of the projects area.

IX. Responsiveness of Statements

1. Responsiveness The City shall only consider those statements of qualifications that conform to
the material requirements of the Citys request and that are submitted according to the
Statement Outline set forth above. A Statement will be considered as conforming and
responsive if it provides information concerning the respondents qualifications and
substantially addresses and promises to meet the requirements contained in this Request or
any future reasonable requests made over the course of the selection process. The City may
waive any non-conformance that is immaterial and does not prejudice other respondents.
2. Non-responsiveness The City will reject any Statements that materially deviate from the
request or that due to any deviation from the RFQ, prejudice other respondents whose
responses substantially conform to the request.
3. Respondent Responsibility The responsibility of Respondents shall be determined on the
evaluation of the actual Respondent, separate and distinct from the Proposal that is submitted.

X. General Responses Guidelines and Disclaimers

1. The City reserves the right to reject any and/or all submissions in its sole discretion.
2. By submitting a Statement, respondents waive any and all claims for costs or damages arising
from a rejection of a Statement and releases the City from any liability in connection with such
claims, whether such claims arise in tort, contract, or otherwise.
3. Respondents may withdraw statements by providing written notice of their intention to
withdraw at any time.
4. Respondents shall bear any and all costs that they incur in connection with submitting a
Statement.

Public Information Notice All responses will become the property of the City and will not be
returned. All statements of qualifications submitted to the City will be kept in confidence with the

BELLEVUE RIVERFRONT SITE 17

advisory committee and shall be used by the committee for the sole purposes of evaluating the
statement for a possible award. The City will have the right to make copies for its internal review
process and to provide copies to its staff, legal, technical and financial advisors and
representatives. Professionals should take care not to provide any confidential information, trade
secrets or other intellectual property, that they do not want city staff to receive.

All information submitted for review may be subject to the Kentucky Open Records Act and may
be made available upon request by the public. Respondents should identify any confidential,
proprietary information or trade secrets and provide justification why such material should not be
disclosed.

Submission Deadline Respondents must provide a Statement no later than 4:00 PM,
Wednesday, September 20, 2017. Statements received after this deadline will not be considered.

XI. Selection Process

The Catalytic Development Funding Corp. of Northern Kentucky (the Catalytic Fund) will co-
ordinate the Developer selection process. The City of Bellevue is the final decision maker
regarding this selection and it reserves the right to reject any or all responses or to terminate the
development negotiations at any time. An ad-hoc advisory committee will review and evaluate
responses to this RFQ. A team of professional consultants, City Staff, and the Catalytic Fund will
assist the committee. The selection of a developer for the project will involve the following steps:

Phase One Statement of Qualification Submission

Respondents submit a letter of interest and other requested information regarding
qualifications by 4:00 PM, Wednesday, September 20, 2017.
Advisory committee will review the submittals and will invite one or more of the respondents to
participate in an interview.

Phase Two - Additional Information

Some selected respondents may be asked to provide additional information, which may
include, but not be limited to, respondent's conceptual vision for the development, respondent's
anticipated participation by the City or others in the project, including public financing
incentives, and the anticipated scheduling and phasing of the development. Respondents may
be asked to participate in an additional interview and/or make a presentation to the
advisory committee. The advisory committee may also choose to make site visits, where
appropriate.
The advisory committee will recommend a preferred developer to the City for approval.

BELLEVUE RIVERFRONT SITE 18

Phase Three - Preferred Developer Status
The City intends to enter into a Preferred Developer Agreement with the selected developer,
which will set forth the schedule for the planning and implementation process, developer and
City responsibilities, etc. The agreement will be to set forth the terms under which the firm will
be granted the right to purchase the subject property.
After execution of the Preferred Developer Agreement the Preferred Developer will begin
project planning and design with the City.

The Preferred Developer Agreement shall be for a specified term and, if at the end of such term,
negotiations for a Preferred Developer Agreement are not successful, the City retains ownership
of the real property and the right to negotiate with and designate another Developer from
among those that previously submitted Statements, or invite interest from other qualified
developers not previously considered.

Estimated Completion Date Event

July 26th, 3:00 to 5:00 PM Open House at the Subject Property
September 6th, 2017 at 5:00 PM Last Opportunity to Submit Questions
September 20th, 2017 at 4:00 PM Respondent Submissions Due
September 21st to September 30th Respondent Review Period
October 2nd, 2017 Notification of Interview Schedule
October 9th, 2017 Development Team Interviews
October 20th, 2017 Submission of Final Deal Terms
November 1st, 2017 Project Selection/Commission Action
To Be Determined Execute Development Agreement and Sale

XII. Contacts/Further Information

The point of contact for responses regarding this proposal shall be:

Joseph Klare
Director of Real Estate Finance and Investments
The Catalytic Development Funding Corp. of Northern Kentucky
50 East RiverCenter Boulevard, Suite 429
Covington, KY 41011
jklare@thecatalyticfund.org
(859) 496-0301

BELLEVUE RIVERFRONT SITE 19

Appendix Item 1 Bellevue Form Based Code Summary

BELLEVUE RIVERFRONT SITE 20

CITY OF BELLEVUE
Zoning Overview | T5 & T5.5

EXISTING ZONE

1. T5 & T5.5 Urban Center | SECTION 21.1; Table 21-1

1.1. INTENT. The intent of this zone is to develop and maintain mixed use commercial corridors similar to
Fairfield Avenue and higher density residential development. This designation ensures that any future
development would include streets with sidewalks, appropriate density and a focus on pedestrian access.

1.2. Description. Consists of higher density mixed use building that accommodate Retail, Offices, Row-
houses and Multi-family buildings. It has a tight network of streets, with wide sidewalks, steady-street
tree-planting and buildings set close to the sidewalks.

1.3. General Character: Shops mixed with Townhouses, larger Multi-family buildings, Offices, work place and
Civic buildings; predominantly attached buildings; trees within the public right-of-way; substantial
pedestrian activity.
BASE RESIDENTIAL DENSITY
T5 T5.5
1. By Right 24 DUA net No max.
2. Other Functions 20-50% 30-60%

ZONING CODE SUMMARY

1. General Comparison
Zoning Regulations T5 T5.5
1.1. Building Function (Tables 21-11 & 21-14)
1.1.1. Residential open open
1.1.2. Lodging open open
1.1.3. Office open open
1.1.4. Retail open open
1.1.5. Industrial not permitted by condition
1.2. Building Configuration (Table 21-9)
1.2.1. Principal Building 4 stories max. 5 stories max
1.2.1.1. 2 stories min. 2 stories min.
1.2.2. Accessory Structures 2 stories max 2 stories max.
1.3. Lot Occupation
1.3.1. Lot Width 22 ft. 180 ft. 22 ft. 180 ft.
1.4. Lot Coverage 100% max 100% max.
1.5. Building Disposition (Table 21-10)
1.5.1. Edge yard permitted not permitted
1.5.2. Side yard permitted permitted
1.6. Rear yard permitted permitted
1.7. Setbacks | Principal Building (Table 21-2g)
1.7.1. Front 0-8 ft. 0-8 ft.
1.7.2. Side 8 ft. max. 8 ft. max.
1.7.3. Rear 3 ft. min. 3 ft. min.
1.8. Frontage Buildout 80% min. 80% min.
1.9. Parking Req. (Table 21-12)
1.9.1. Residential 1.0 / dwelling 1.0 / dwelling
1.9.2. Lodging 1.0 / unit 1.0 / unit
1.9.3. Office 2.0 / 1,000 sf. 2.0 / 1,000 sf.
1.9.4. Retail 3.0 / 1,000 sf. 3.0 / 1,000 sf.
2. Building Heights
Zones 1 Floor 2 Floors 3 Floors 4 Floors 5 Floors
2.1 T5 Zone 11-24.00 ft. 25-38.00 ft. 39-52.00 ft. 53-66.00 ft. Not Permitted
2.2 T5.5 Zone 11-24.00 ft. 25-38.00 ft. 39-52.00 ft. 53-66.00 ft. 67-80.00 ft.

2.3 Calculated Floor to Ceiling Heights First Floor Commercial Functions

ZONE MIN. HT. MAX. HT.
2.3.1 T5.5 11.00 ft.24.00 ft.
2.3.2 T5 11.00 ft.24.00 ft.
2.3.3
2.4 Calculated Floor to Ceiling Heights All Other Functions
ZONE MIN. HT. MAX. HT.
2.4.1 T5.5 11.00 ft.14.00 ft.
2.4.2 T5 11.00 ft.14.00 ft.
SPECIFIC FUNCTION (Table 21-14) | T5 & T5.5
RESIDENTIAL AUTOMOTIVE
Mixed Use Block P Gas Station C
Flex Bldg. P Drive-Through Facility C
Multi-Family Bldg. P CIVIL SUPPORT
Live/Work Unit P Fire Station P
Townhouse P Police Station P
Duplex P Cemetery NP
Sideyard House P Funeral Home P
Cottage NP Hospital P
House NP Medical Clinic P
Accessory Unit P EDUCATION
LODGING College C
Hotel P High School C
Inn P Trade School C
B&B P Elementary School P
School Dormitory P Childcare Center P
OFFICE INDUSTRIAL
Office Bldg. P Light Industrial Facility C
Live/Work Unit P Laboratory Facility C
RETAIL Electric Substation C
Open Market Bldg. P Warehouse C
Retail Bldg. P
Restaurant P
Kiosk P
Push Cart C
Liquor Store P
Bank P
CIVIC
Bus Shelter P
Convention Center C
Conference Center C
Exhibition Center C
Fountain / Public Art P
Library P
Live Theater P
Movie Theater P
Museum P
Outdoor Auditorium P
Parking Structure P LEDGEND
Playground P P. Permitted Use
Surface Parking Lot C C. Conditional Use
Religious Assembly P NP. Not Permitted
Appendix Item 2 Riverfront Visioning

BELLEVUE RIVERFRONT SITE 24

RIVERFRONT VISIONING
Bellevue, Kentucky

17 MAY 2017
PARTICIPANTS + STAKEHOLDERS

BELLEVUE URCDA:

Kevin Wright, Joe Kohrs, Vic Camm, Chuck Allen, David Youtsey

COMMUNITY STAKEHOLDERS:

Jody Robinson, Keith Spoelker, Mayor Ed Riehl, Karen Brunner, Carol Rich,
Amanda Schweinzger, Ariana Prott, Dave Slater, Jeff Sharp, Seth Cutter,
Beverly Nelson, Ed Lovett, Cindy Minter

CONSULTANTS:

Jeffrey Sackenheim (SHP), Joe Nickol (MKSK), Catalytic Fund

HARBOR GREENE BELLEVUE, KENTUCKY 2

TONIGHTS AGENDA

OPENING REMARKS

CONSULTANT PRESENTATION (+/- 20 MINUTES)

BREAK-OUT ACTIVITY (20 MINUTES)

REPORT BACK (20 MINUTES)

CLOSE

HARBOR GREENE BELLEVUE, KENTUCKY 3

PROCESS

Understanding / Learning:

site due diligence, community input

Testing:

preliminary planning + analysis, nancial modeling

Finding a partner:

publish RFQ; market-driven response informed by Community Values

HARBOR GREENE BELLEVUE, KENTUCKY 4

RFQ: TYPICAL COMPONENTS

INTRODUCTION + PURPOSE

CITY OF BELLEVUE

OVERVIEW, DEMOGRAPHICS, MARKET DEMAND, ATTRACTIONS

PROJECT DESCRIPTION

SITE INFORMATION

CITY VISION FOR THE PROPERTY + DEVELOPMENT OBJECTIVES

VISION, COMMUNITY ENGAGEMENT RESULTS, OBJECTIVES

SCOPE OF DEVELOPMENT ACTIVITIES

SELECTION PROCESS

RFQ SUBMISSION REQUIREMENTS

MISCELLANEOUS CLAUSES + CONDITIONS

HARBOR GREENE BELLEVUE, KENTUCKY 5

PROJECT OVERVIEW: TIMELINE
March 2017 Bellevue closes on property purchase

April 2017 Community engagement

May 2017 Summary of ndings

June 2017 Publish RFQ (led by Catalytic Fund)

Fall 2017 Interested developers submit response to RFQ

Spring 2018 Identify preferred development partner(s)

Fall 2018 Construction starts (earliest realistic start date)

HARBOR GREENE BELLEVUE, KENTUCKY 6

IMMEDIATE NEXT STEPS

CATALYTIC FUND TO FINALIZE RFQ

TEAM FINALIZE RFQ GUIDING PRINCIPLES W/ INPUT FROM CITY,

STAKEHOLDERS, + URCDA

PUBLISH RFQ

REVIEW + SELECTION PROCESS

HARBOR GREENE BELLEVUE, KENTUCKY 7

SUMMARY OF WHAT WE LEARNED:
SITE DUE DILIGENCE
SITE CONTEXT

Ta
ylo
rA
ve

Be
LA Fitness
rr
yA
ve

Cincinnati, OH
Bellevue, KY

Ohio River

471
Party Source

Kroger

HARBOR GREENE BELLEVUE, KENTUCKY 9

SITE AERIAL

Ohio River
Ta
ylo
rA
ve

LA Fitness
Be
rr
yA
ve

HARBOR GREENE BELLEVUE, KENTUCKY 10

 FLOOD ZONES
FLOODWAY - The channel of a river
and the adjacent land reserved in
order to discharge the base ood.
0
-
98

base ood elevation = 498-0

4

3 of freeboard = 501-0 AE - Base oor elevations

(BFEs) or 1% annual chance
oodplain (100-year ood)
Construction within oodway will be strictly limited.
X - Moderate risk areas or 2%
Construction below the BFE but outside the oodway annual chance oodplain (500-
year ood)
can include garages + open space features. No base-
ments / pools below the BFE.

Will require KY Dept. of Water permit(s); possibly

Army Corp of Engineers.

Ohio River

HARBOR GREENE BELLEVUE, KENTUCKY 11

SUMMARY OF WHAT WE LEARNED:
COMMUNITY VALUES
COMMUNITY VALUES

trails
river
parks
public space

HARBOR GREENE BELLEVUE, KENTUCKY 13

COMMUNITY VALUES

HARBOR GREENE BELLEVUE, KENTUCKY 14

EMERGING THEMES
Provide green space + park space
Create public connection(s) to the river (future Riverfront Commons)
Improve traffic flow in/around site & the Avenue
Transition scale from broad river to the small-town feel of the Avenue
Build a destination that draws residents and visitors: event spaces, active riverfront,
non-chain food/retail, and cultural amenities
Provide a vibrant and dynamic public spaces that is accessible to everyone
Make clear public + private spaces
Increase walkability
Develop high quality buildings, streets and public spaces
Contribute to the economic growth & vitality of Bellevue

HARBOR GREENE BELLEVUE, KENTUCKY 1

SITE PRINCIPLES: EXISTING CONDITIONS

HARBOR GREENE BELLEVUE, KENTUCKY 2

 SITE PRINCIPLES: IMPROVE CIRCULATION

Themes
Improve traffic flow in/around
site & the Avenue
Increase walkability

HARBOR GREENE BELLEVUE, KENTUCKY 3

 SITE PRINCIPLES: ADDRESS RIVERFRONT COMMONS

Themes
Provide green space + park
space
Create public connection(s)
to the river (future Riverfront
Commons)
Build a destination that draws
residents and visitors: event
spaces, active riverfront, non-
chain food/retail, and cultural
amenities

HARBOR GREENE BELLEVUE, KENTUCKY 4

 SITE PRINCIPLES: CONNECT TO RIVER

Themes
Create public connection(s)
to the river (future Riverfront
Commons)
Make clear public + private
spaces
Increase walkability

HARBOR GREENE BELLEVUE, KENTUCKY 5

 SITE PRINCIPLES: CONNECT TO THE AVENUE

Themes
Transition scale from broad
river to the small-town feel of
the Avenue
Contribute to the economic
growth & vitality of Bellevue

HARBOR GREENE BELLEVUE, KENTUCKY 6

 SITE PRINCIPLES: CREATE NEW PUBLIC SPACES

Theme
Provide a vibrant and
dynamic public spaces that is
accessible to everyone

HARBOR GREENE BELLEVUE, KENTUCKY 7

 SITE PRINCIPLES: ATTRACT NEW DEVELOPMENT

Theme
Transition scale from broad
river to the small-town feel of
the Avenue
Develop high quality buildings,
streets and public spaces
Contribute to the economic
growth & vitality of Bellevue

HARBOR GREENE BELLEVUE, KENTUCKY 8

 BREAK-OUT SESSION:
GROUPS OF 10 FOR 20 MINUTES
GROUP LEADER REPORT-OUT @ 2 MIN. EACH
 THANK YOU!
WE SINCERELY APPRECIATE YOUR TIME
AND VALUABLE INSIGHT.