AGREEMENT OF SALE
THIS CONTRACT, entered into this day of ______, 2018, by and between KNOX COUNTY, TENNESSEE, (“Seller”), and BNA Associates, LLC, (“Purchaser”).
WITNESSETH
Seller desires to sell and Purchaser desires to purchase, subject to the conditions hereinafter set out; the following described property located at 912 S. Gay Street, Tax Map 095I, Group D, parcel 003 Knox County, Tennessee also known as the Andrew Johnson Building (“Property”).
NOW THEREFORE for the good and valuable consideration of $10.00, the covenants herein described and other good and valuable consideration, the parties agree as follows:
Commission Approval. This sales agreement is subject to approval of the Knox County Commission.
Purchase Price. Purchaser shall pay to Seller the total sum of six million ($6,000,000.00) dollars for said Property. Taxes shall be prorated as of the date of closing.
Quit Claim Deed. In exchange for the purchase price, Seller shall execute and deliver to Purchaser a quit claim deed conveying Seller’s interest in the Property to Purchaser.
Incorporation. This Agreement shall be subject to the terms and conditions set forth in Request for Proposal (RFP) #2542 and all Addenda for the Sale and Redevelopment of the Andrew Johnson Building issued by the Seller and response to RFP #2542 submitted by the Purchaser. The RFP, including Addenda, and Purchaser’s response are attached as Exhibits A and B and incorporated into this agreement by reference.
Contingencies. Closing of this agreement shall be contingent upon the following conditions:
1. Closing shall be contingent upon Seller relocating the Knox County Schools’ Administrative Offices. Seller shall have 1,095 days (3 years) to complete relocation or negotiate a lease-back with the Purchaser. Relocation of the Knox County Schools’ Administrative Offices shall be at the discretion of the Seller only. If Seller is not able to complete relocation, this contract is terminated unless a modification is executed in writing by both parties. Seller shall make reasonable effort to communicate relocation efforts to Purchaser. Upon relocation, the sale shall be closed within 30 days from the date of the Knox County Schools’ Administrative Offices vacating the Property. The purchase price is to be fully paid by cashier’s check at closing. 2. Closing shall be contingent upon Purchasers obtaining all necessary zoning amendments and variances. Seller shall issue a letter authorizing Purchaser to apply for zoning amendments and variances on Seller’s behalf. 3. Closing shall be contingent upon Purchaser being approved for any public financing agreements (i.e. payment-in-lieu-of-tax or tax increment financing). 4. Closing shall be contingent upon Purchaser obtaining appropriate financing to complete the project.
In the event Purchaser or Seller fail to satisfy or waive the forgoing conditions prior to closing, Seller or Purchaser shall have the right to terminate this agreement.
Access to Property. Seller shall allow Purchaser reasonable access to the Property for purposes of conducting due diligence and for activities that aid in fulfilling the foregoing contingencies.
Merger and Modification. This sales agreement contains the entire agreement between the parties. Any attempt to modify this agreement shall be contained in writing signed by the Seller and Purchaser. The Seller and Purchaser acknowledges that they have read and understand this Agreement and have received a copy hereof. APPROVED AND ACCEPTED this ______day of ______, 2018.
SELLER:
KNOX COUNTY, TENNESSEE
BY: Tim Burchett KNOX COUNTY MAYOR
PURCHASER:
BNA ASSOCIATES, LLC
BY: ______Signature
______Printed Name
______Title
APPROVED AS TO LEGAL FORM:
KNOX COUNTY LAW DIRECTOR Contract No. ______
BY: ______Date: ______Deputy Law Director
EXHIBIT A REQUEST FOR PROPOSAL #2542 AND ADDENDA I, II, III, IV, & V SALE AND REDEVELOPMENT OF THE ANDREW JOHNSON BUILDING The Procurement Division of Knox County, Tennessee will receive sealed proposals for the provision of the Sale and Redevelopment of the Andrew Johnson Building as specified herein. Proposals must be received by 2:00 p.m. on June 13, 2017. Late proposals will neither be considered nor returned.
Deliver Proposals To:
Proposal Number 2542 Knox County Procurement Division Suite 100 1000 North Central Street Knoxville, Tennessee 37917
The Proposal Envelope must show the Proposal Number, Name & Closing Date.
SECTION I GENERAL TERMS AND CONDITIONS
1.1 ADDITIONAL INFORMATION: Knox County wants requests for additional information routed to Ben Sharbel, CPPB, Supervisor of Property Development & Asset Management, at 865.215.5765. Questions may be emailed to [email protected]. Information about the Knox County Procurement Division may be obtained on the internet at www.knoxcounty.org/procurement.
1.2 ACCEPTANCE: Vendors shall hold their price and plan firm and subject to acceptance by Knox County for a period of one hundred eighty (180) days from the date of the proposal closing, unless otherwise indicated in their proposal.
1.3 AUDIT HOTLINE: Knox County has established an Audit Hotline to report potential fraud and waste. To report potential fraud, waste, or abuse, please call 1-866-858-4443 (toll-free). You can also file a report online by accessing http://www.knoxcounty.org/hotline/index.php.
Vendors are hereby cautioned that this Audit Hotline does not replace the Award Protest Procedures found in Section VI, Item M of the Knox County Procurement Regulations.
1.4 AWARD: Award will be made to the most responsive, responsible proposer, who presents the proposal that is in the best interest of Knox County. Knox County reserves the right to not award this proposal. Award, if extended, will be made in accordance with the evaluation criteria specified herein.
1.5 BUSINESS OUTREACH PROGRAM: Knox County has established a Business Outreach Program, which has the responsibility of increasing opportunity for small, minority and women owned businesses. This is being accomplished through community education programs, policy edification, active recruitment of interested businesses and process re-engineering.
Knox County is committed to ensuring full and equitable participation for all disadvantaged businesses. Knox County welcomes submittals from those disadvantaged businesses who have an interest in providing goods and/or services listed herein. In addition, Knox County strongly encourages the inclusion of disadvantaged businesses by non-disadvantaged contractors who may wish to partner or subcontract portions of this agreement in order to accomplish the successful delivery of goods and/or services. If you are a disadvantaged business and would like additional information about our Business Outreach Program please contact:
Diane Woods, Business Outreach Administrator Lori Holmann, Business Outreach Coordinator Knox County Procurement Knox County Procurement Telephone: 865.215.5760 Telephone: 865.215.5757 Fax: 865.215.5778 Fax: 865.215.5778 E-Mail: [email protected] E-Mail: [email protected]
1.6 CONFLICT OF INTEREST: Vendors must have read and complied with the “non-conflict of interest” statement provided in the vendor registration process prior to the closing of this solicitation.
1.7 COPIES: Knox County requires that proposals being submitted be one (1) marked original and five (5) exact copies. Proposers must also submit with their written response an exact electronic version of their submittal in a single .pdf file on a CD/DVD or flash drive. 1.8 DECLARATIVE STATEMENT: Any statement or words (i.e.: must, shall, will, etc) are declarative statements and the vendor must comply with the condition. Failure to comply with any such condition may result in the proposal being non-responsive and disqualified.
1.9 ELECTRONIC TRANSMISSION OF PROPOSALS: Knox County's Procurement Division will NOT accept electronically transmitted Proposals. Due to the nature of information requested, all submissions must be submitted in written format.
1.10 HOW TO DO BUSINESS: Knox County utilizes a web-based purchasing software system, “Knox Procurement On- Line”. The system provides our clients (vendors, county departments and the citizens of Knox County) with a more enhanced and end-user friendly means of accessing our services. The system allows for on-line vendor registration and maintenance, electronic receipt of purchase orders, on-line retrieval and submittal of quotes, bids and proposals for our vendor-clients and on-line requisitioning and receiving for our county departments. In order for the County to maximize its investment and minimize the cost associated with office operations we need your help. When doing business with Knox County we are urging you to please go to our website www.knoxcounty.org/procurement, register as a vendor in our on-line procurement system, “Knox Procurement On-Line”, if you have not done so and whenever possible to conduct your business with the County through this site. If you have any questions please contact the Procurement Division Representative listed in subsection 1.1 of this document.
1.11 INCLEMENT WEATHER: During periods of inclement weather in Knox County, the Procurement Division will enact the following procedures in regards to solicitations and weather delays:
• If the Mayor closes the Administrative offices prior to the time set for solicitation opening of any business day, all solicitations due that same day will be moved to the next operational business day. • Other weather issues shall be at the sole discretion of the Procurement Director. • Knox County shall not be liable for any commercial carrier’s decision regarding deliveries during inclement weather.
1.12 INCURRED COSTS: Knox County will not be liable in any way for costs incurred by any proposer in the preparation and submission of its proposal in response to this RFP, nor for the presentation of its proposal and/or participation in any required meetings, discussions or negotiations. If any oral presentations are required, Knox County advises vendors to be thorough and complete in submission of information.
1.13 MULTIPLE PROPOSALS: Knox County will consider multiple proposals that are responsive and responsible.
1.14 NON-COLLUSION: Vendors, by submitting a signed proposal certify that the accompanying proposal is not the result of, or affected by, any unlawful act of collusion with any other person or company engaged in the same line of business or commerce, or any other fraudulent act punishable under Tennessee or United States law.
1.15 NON-DISCRIMINATION: Vendors, during the performance of this contract, will not discriminate against any employee or applicant for employment because of race, religion, sex, national origin or disability except where religion, sex, national origin or disability is a bona fide occupational qualification reasonably necessary to the normal operation of the contractor.
1.16 PROOF OF FINANCIAL AND BUSINESS CAPABILITY: Proposers must, upon request, furnish satisfactory evidence of their ability to furnish sufficient proof of their financial and business capabilities in accordance with the terms and conditions of this RFP. Knox County will make the final determination as to the proposer's ability.
1.17 PROPOSAL DELIVERY: Knox County requires proposers, when hand delivering proposals, to time date and stamp the envelope before depositing it in the proposal box. Knox County will not be responsible for any lost or misdirected mail. The time clock in the Procurement Division shall serve as the official record of time. Knox County shall not be responsible for technical difficulties experienced by vendors trying to register electronically less than one hour prior to the proposal closing time. Additionally, Knox County will not consider proposals, delivered by commercial carriers, past the deadline as stated on Page 1 even if there is sufficient proof that the solicitation was picked up in time for delivery.
Solicitations must be in a sealed envelope/box prior to entering the Procurement Division office. Procurement Division personnel are not allowed to see the submittal nor assist in placing documents in an envelope/box. Additionally, the Procurement Division is not responsible for providing materials (e.g. envelopes, boxes, tape) for submittals.
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1.18 RECYCLING: Knox County, in its continuing efforts to lessen the amount of landfill waste and to further recycling efforts, request that proposals be submitted on paper and shall:
1.18.1 Be submitted on recycled paper 1.18.2 Not include pages of unnecessary advertising 1.18.3 Be made on both sides of each sheet of paper
1.19 SIGNING OF PROPOSALS: In order to be considered all proposals must be signed. Please sign the original in blue ink. By signing the proposal document, the proposer acknowledges and accepts the term and conditions stated in the proposal document. An official who is authorized to bind the applicant must sign proposals and proposals shall remain binding for one hundred eighty (180) days after the closing date of this RFP. It is suggested that mailed proposals be sent by certified or registered mail, return receipt requested.
1.20 TITLE VI OF THE CIVIL RIGHTS ACT: “Nondiscrimination in Federally Assisted Programs” - “No person in the United States shall, on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance.” 42 U.S.C. section 2000 et seq. It is the policy of Knox County Government that all its services and activities be administered in conformance with the requirements of Title VI.
1.21 VENDOR DEFAULT: Knox County reserves the right, in case of vendor default, to procure the articles or services from other sources and hold the defaulting vendor responsible for any excess costs occasioned thereby. Should vendor default be due to a failure to perform or because of a request for a price increase, Knox County reserves the right to remove the vendor from the County's proposer’s list for twenty-four months.
1.22 VENDOR REGISTRATION: Prior to the closing of this proposal, ALL PROPOSERS must be registered with the Procurement Division. A vendor application may be submitted online at www.knoxcounty.org/procurement. Select the On-Line Vendor Registration link and complete the forms. Vendors must be registered with the Procurement Division prior to submitting their Proposal.
1.23 WAIVING OF INFORMALITIES: Knox County reserves the right to waive minor informalities or technicalities when it is in the best interest of Knox County.
SECTION II OBLIGATIONS, RIGHTS AND REMEDIES
These terms and conditions shall be part of the Contract. Knox County reserves the right to negotiate other terms and conditions it deems appropriate and necessary under the circumstances to protect the public’s trust.
2.1 ALTERATIONS OR AMENDMENTS: No alterations, amendments, changes, modifications or additions to this Contract shall be binding on Knox County without the prior written approval of the County.
2.2 APPROPRIATION: In the event no funds are appropriated by Knox County for the goods or services in any fiscal year or insufficient funds exist to purchase the goods or services, then the Contract shall expire upon the expenditure of previously appropriated funds or the end of the current fiscal year, whichever occurs first, with no further obligations owed to or by either party.
2.3 ASSIGNMENT: Contractor shall not assign or sub-contract this agreement, its obligations or rights hereunder to any party, company, partnership, incorporation or person without the prior written specific consent of Knox County.
2.4 BOOKS AND RECORDS: Contractor shall maintain all books, documents, accounting records and other evidence pertaining to the goods and services provided under this Contract and make such materials available at its offices at all reasonable times during the Contract period and for three (3) years from the date of the final payment under this agreement for inspection by Knox County or by any other governmental entity or agency participating in the funding of this agreement, or any authorized agents thereof; copies of said records to be furnished if requested. Such records shall not include those books, documents and accounting records that represent the Contractor's costs of manufacturing, acquiring or delivering the products and services governed by this agreement.
2.5 CHILD LABOR: Contractor agrees that no products or services will be provided or performed under this Contract which have been manufactured or assembled by child labor.
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2.6 COMPLIANCE WITH ALL LAWS: Contractor is assumed to be familiar with and agrees to observe and comply with all federal, state, and local laws, statutes, ordinances, and regulations in any manner affecting the provision of this RFP and all instructions and prohibitive orders issued regarding this work and shall obtain all necessary permits. All licensing information must be submitted with the bid.
2.7 DEFAULT: If Contractor fails to perform or comply with any provision of this Contract or the terms or conditions of any documents referenced and made a part hereof, Knox County may terminate this Contract, in whole or in part, and may consider such failure or noncompliance a breach of Contract. Knox County expressly retains all rights and remedies provided by law in case of such breach, and no action by Knox County shall constitute a waiver of any such rights or remedies. In the event of termination for default, Knox County reserves the right to purchase its requirements elsewhere, with or without competitive bidding.
2.8 GOVERNING LAW: This Contract shall be governed by the laws of the State of Tennessee, and all obligations of the parties are performable in Knox County, Tennessee. The Chancery Court and/or the Circuit Court of Knox County, Tennessee, shall have exclusive and concurrent jurisdiction of any disputes, which arise hereunder.
2.9 INCORPORATION: All specifications, drawings, technical information, Request for Proposal, Proposal, Award and similar items referred to or attached or which are the basis for this Contract are deemed incorporated by reference as if set out fully herein.
2.10 INDEMNIFICATION/HOLD HARMLESS: Contractor shall indemnify, defend, save and hold harmless Knox County, its officers, agents and employees from all suits, claims, actions or damages of any nature brought because of, arising out of, or due to breach of the agreement by Contractor, its subcontractors, suppliers, agents, or employees or due to any negligent act or occurrence or any omission or commission of Contractor, its subcontractors, suppliers, agents or employees.
2.11 INDEPENDENT CONTRACTOR: Contractor shall acknowledge that it and its employees serve as independent contractors and that Knox County shall not be responsible for any payment, insurance or incurred liability.
2.12 INSPECTION AND ACCEPTANCE: Warranty periods shall not commence until Knox County inspects and formally accepts the goods and/or services. The terms, conditions and timing of acceptance shall be determined by Knox County. Knox County reserves the right to reject any or all items or services not in conformance with applicable specifications, and Contractor assumes the costs associated with such nonconformance. Acceptance of goods or services does not constitute a waiver of latent or hidden defects or defects not readily detectable by a reasonable person under the circumstances.
2.13 IRAN DIVESTMENT ACT: By submission of this RFP, each proposer and each person signing on behalf of any respondent certifies, and in the case of a joint submittal each party thereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that each proposer is not on the list created pursuant to Tennessee Code Annotated Section 12-12-106. All proposers must complete and submit with their response the Affidavit of Compliance with Iran Divestment Act, attached to the RFP as Exhibit A.
2.14 LIMITATION OF LIABILITY: In no event shall Knox County be liable for any indirect, incidental, consequential, special or exemplary damages or lost profits, even if Knox County has been advised of the possibility of such damages.
2.15 NON-DISCRIMINATION AND NON-CONFLICT STATEMENT: Contractor agrees that no person on the grounds of handicap, age, race, color, religion, sex or national origin, shall be excluded from participation in, or be denied benefits of, or be otherwise subjected to discrimination in the performance of this agreement, or in the employment practices of Vendor. Contractor shall upon request show proof of such non-discrimination, and shall post in conspicuous places available to all employees and applicants notices of non-discrimination. Contractor covenants that it complies with the Fair Wage and Hour Laws, the National Labor Relations Act, and other federal and state employment laws as applicable. Contractor covenants that it does not engage in any illegal employment practices.
Contractor covenants that it has no public or private interest, and shall not acquire directly or indirectly any interest that would conflict in any manner with the provision of its goods or performance of its services. Contractor warrants that no part of the total Contract amount provided herein shall be paid directly or indirectly to any officer or employee of Knox County as wages, compensation, or gifts in exchange for acting as officer, agent, employee, subcontractor or consultant to Contractor in connection with any goods provided or work contemplated or performed relative to the agreement.
4 2.16 ORDER OF PRECEDENCE: In the event of inconsistent or conflicting provision of the Contract and referenced documents, the following descending order of precedence shall prevail: (1) Written Contract, (2) Request for Proposal, (3) Vendor’s Response to Request for Proposal, (4) Award, (5) Special Terms and Conditions, (6) General Terms and Conditions, (7) Specifications, (8) Drawings.
2.17 RECORDS: Contractor will maintain records of products and/or services provided to Knox County and make them available on request.
2.18 REMEDIES: Knox County shall have all rights and remedies afforded under the U.C.C. and Tennessee law in Contract and in tort, including but not limited to rejection of goods, rescission, right of set-off, refund, incidental, consequential and compensatory damages and reasonable attorney’s fees.
2.19 RIGHT TO INSPECT: Knox County reserves the right to make periodic inspections of the manner and means the service is performed or the goods are supplied.
2.20 SEVERABILITY: If any provision of this Contract is declared illegal, void or unenforceable, the remaining provisions shall not be affected but shall remain in force and in effect.
2.21 TAX COMPLIANCE: Pursuant to Resolution R-07-1-903 passed by the Commission of Knox County, Tennessee, Contractor hereby acknowledges, by submission of its proposal and signature that it is current in its respective Federal, State, County, and City taxes of whatever kind or nature and is not delinquent in any way. Delinquent status must be disclosed or risk debarment by the Knox County Procurement Division.
2.22 TERMINATION: Knox County may terminate this agreement with or without cause at any time. In the event of termination by either party, fees due for services satisfactorily performed or goods accepted prior to the termination date shall be paid.
2.23 WARRANTY: Contractor warrants to Knox County that all items delivered and all services rendered shall conform to the specifications, drawings, bid and/or other descriptions furnished and/or incorporated by reference, and will be fit for the particular purpose purchased, of merchantable quality, good workmanship, and free from defects. Contractor extends to Knox County all warranties allowed under the U.C.C. Contractor shall provide copies of warranties to the County. Return of merchandise not meeting warranties shall be at Contractor's expense.
SECTION III SPECIFICATIONS
3.1 INTRODUCTION: The purpose of this RFP is to solicit proposals from qualified applicants to acquire and redevelop the Andrew Johnson Building located at 912 South Gay Street, Knoxville Tennessee 37902. Knox County is open to all offers to acquire the building including purchase and trade. The relocation of the Knox County Schools administrative offices has not been finalized, and Knox County is open to offers that would include this relocation. However, a relocation plan is not a requirement for submittal.
A fundamental aspect of the reuse of the Andrew Johnson Building should be the preservation of its historic character. There are no public funds appropriated or planned for this facility. Knox County expects that the final development and use of the property will be an asset to the community.
3.1.1 Site Location and Building Information: • Address: 912 South Gay Street, Knoxville, TN 37902 • Current Zoning: C-2/D-1 (Central Business District/Downtown Design Overlay District) • Map and Parcel: 095ID003 • Facility Size: Eighteen (18) story, approximately 140,000 square feet • On-Site/Off-Site Parking: Minimal/No • Date Constructed: 1927/1928 • Brick Construction • Utilities: Knoxville Utilities Board • Designed by Baumann and Baumann • Originally the Andrew Johnson Hotel • Placed on National Register of Historic Places in 1980 • Current deed is on file and available for viewing in Book 20090317 Page 0028563 at the Knox County Register of Deeds Office.
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3.2 APPLICABLE BUSINESS EXPERIENCE: Proposer’s must include a detailed explanation of experience relating to development and restoration of similar facilities and other business or work experience for a minimum of the last ten (10) years. Proposer’s must have completed development and restoration of a minimum of three (3) properties similar in size, scope, and cost and provide detailed information regarding each in their proposal.
3.3 CHANGES AFTER AWARD: Any material change to the original scope of development of those real properties awarded by this RFP (as set forth in the successful proposer’s submittal documents) and whose appraised value is determined to exceed seventy-five thousand dollars ($75,000) is strictly prohibited. Such material change will result in an automatic repeal of the award, necessitating a re-issuance of the RFP for the project.
3.4 CURRENT FACILITY USE: The building currently serves as the administrative office space for the Knox County Schools and the Public Building Authority of Knox County and Knoxville, Tennessee.
3.5 DEED USE RESTRICTIONS: Knox County requests proposer’s to consider when preparing their submittals the following deed use restrictions to be imposed on the purchaser of this property:
• Currently C-2/D-1 (Central Business District/Downtown Design Overlay District) • It will be the responsibility of the successful proposer to have the proper zoning designation for the intended use.
3.6 EVALUATION CRITERIA:
3.6.1 Proposers Intended Use 30 Points (Plans for Development and Future Use/Adaptive Reuse) 3.6.2 Quality of Rehabilitation 30 Points (Includes Financial Investment) 3.6.3 Proposer’s Experience 30 Points 3.6.4 Amount Offered to County 10 Points
3.7 EXCEPTIONS TO SOLICITATION: Proposers taking exception to any part or section of this RFP shall indicate such exceptions in their proposal. Failure to indicate any exceptions shall be interpreted as the proposer’s intent to fully comply with the RFP as written. Conditional or qualified offers are subject to rejection in whole or in part. Any exceptions shall be included in Section IV, Proposal Format, Part X of the submittal. Do not strike through or in any way alter the RFP. Exceptions listed within other sections of the submittal shall not be reviewed or considered.
3.8 INTENDED USE: The Proposer’s recommendation for reutilization of the Andrew Johnson Building will be a factor in determining final award of sale. Acceptable uses could include but are not limited to the following:
• General Residential • Live/work Mixed Use • Hotel • Office or Retail
3.9 NEGOTIATIONS: Knox County may select a successful proposer on the basis of initial offers received without discussions. Therefore, each proposal shall contain the proposer’s best terms from a cost or price and services standpoint. Knox County reserves the right to enter into contract negotiations with the highest-rated proposer. If Knox County and the selected proposer cannot negotiate a successful agreement, Knox County may terminate said negotiations and begin negotiations with the next highest-rated proposer. Knox County retains the right to negotiate with multiple proposers simultaneously. This process will continue until a contract has been executed or all proposals have been rejected. No proposer shall have any rights against Knox County arising from such negotiations.
3.10 NEWS RELEASES BY VENDORS: As a matter of policy, Knox County does not endorse the services of a Contractor. A Contractor will not make news releases concerning any resultant contract from this solicitation without the prior written approval of Knox County.
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3.11 NO CONTACT POLICY: After the date and time that the vendor receives this solicitation, any contact initiated by any vendor with any Knox County representative, other than the Procurement Division representative listed herein, concerning this RFP, is strictly prohibited. Any such unauthorized contact may cause the disqualification of the vendor from this procurement transaction.
3.12 PROPOSAL EVALUATION: Knox County reserves the right to use all pertinent information (also learned from sources other than disclosed in the RFP process) that might affect the County’s judgment as to the appropriateness of an award to the best-evaluated proposer. This information may be appended to the proposal evaluation process results. Information on a proposer from reliable sources, and not within the proposal, may also be noted and made a part of the evaluation file.
Knox County shall have sole responsibility for determining a reliable source. Knox County reserves the right to conduct written and/or oral discussions/interviews after the proposal closing. The purpose of such discussions/interviews is to provide clarification and/or additional information to make an award that is in the best interest of Knox County.
3.13 PROPOSAL FORMAT: This solicitation is in the Request for Proposal (RFP) format. At the specified date and time, each proposer’s name will be publicly read aloud. No further information will be given at this time. Evaluation of the proposals will proceed as expeditiously as possible and successful, as well as unsuccessful, notification will be given.
3.14 PROPOSAL INFORMATION AND SPECIAL CONDITIONS:
3.14.1 All applicants are advised to read this RFP carefully and discuss any questions with the Knox County Procurement Division. An inspection of the site may be arranged by contacting Ben Sharbel at (865) 215-5765 or via email at [email protected]. 3.14.2 Knox County cannot ensure a profitable venture to the successful applicant. Each applicant is encouraged to make his/her own economic appraisal of the opportunity offered by this RFP. 3.14.3 It is the applicant's responsibility to make his/her own assessments of the requirements and restrictions in considering a proposal. Knox County makes no warranties or representations, express or implied, about the present condition of the property.
3.15 PUBLIC RECORDS ACT: Knox County is subject to the Tennessee Public Records Act 10-7-503 et seq. Proposers are cautioned that all documents submitted on behalf of this RFP shall be open to the public for viewing and inspection, and Knox County will comply with all legitimate requests.
3.16 REJECTION OF PROPOSALS: Knox County reserves the right to reject any and all proposals received as result of this request and to waive any informality, technical defect or clerical error in any proposal, as the interests of the County may require. Non-acceptance of any proposal will be devoid of any criticism of the proposal and of any implication that the proposal is deficient in any manner. Non-acceptance of any proposal shall be construed as meaning simply that the County does not deem the proposal to be acceptable or that another proposal was deemed to be more advantageous to Knox County for the particular services proposed.
3.17 REQUIREMENTS/CONDITIONS OF SALE:
3.17.1 The sale of this property is contingent upon acceptance and approval of the Knox County Commission. 3.17.2 All property is sold “As Is, Where Is” with no warranty given. 3.17.3 The sale may be executed within one hundred eighty (180) days of Knox County Commission approval. 3.17.4 All property is to be conveyed via Quit Claim Deed at the point of sale by the Knox County Law Department. All other costs related to closing the transaction including but not limited to, private attorney’s fees, document preparation fees, title insurance, etc. will be the sole responsibility of the successful proposer. 3.17.5 Any building renovation will be the sole responsibility of the successful proposer. If the building is to be renovated, all current federal, state, and local building codes must be met. Do not assume that the building you are acquiring meets all codes. 3.17.6 This building may contain environmentally hazardous materials including but not limited to asbestos and lead-based material. Proposer is responsible for containment, removal and disposal of all such materials in compliance with Federal and State law.
3.18 SITE INVESTIGATION: All site investigation conducted by the successful proposer will be done at the expense of the successful proposer. Also, the successful proposer will be required to provide the County copies of all documentation and materials collected in the researching and testing of the property.
7 3.19 SUBMIT QUESTIONS: Prospective proposers may submit questions concerning this solicitation until May 30, 2017 at 4:30 p.m. local time. Submit questions as noted in Section 1.1.
SECTION IV PROPOSAL FORMAT
Proposers shall use the following format for the preparation and submission of their proposals. Failure to follow this format may be just cause for rejection of proposals. Cost of preparation of proposals is the sole responsibility of the proposer. Knox County requires that proposals being submitted be one (1) marked original and five (5) exact copies. An electronic copy on CD/DVD or flash drive, in one complete file, is also requested.
Part I SIGNED LETTER AUTHORIZING PROPOSAL SUBMISSION & AUTHORIZATION Provide a letter identifying the Proposer and introducing the development team and key partners. The letter must be signed by the individual with authority to bind the Proposer contractually. The letter must also include a statement of authorization allowing Knox County to investigate, if necessary, the Proposer’s ability to finance, develop, and operate the proposed and existing facilities.
Part II PROPOSER INFORMATION • Company name, address, and telephone/fax numbers • Contact name(s) and telephone number(s) • Contact e-mail address • Proposer’s Vendor Number as assigned by the Knox County Procurement Division • Proposer’s Knox County Business License (if applicable) • Proposer’s Employer Identification Number (EIN) • Acknowledgment of Addenda (if applicable) • Introduce the ownership/development team and key partners. Include an organizational chart indicating primary proposer/owner and the roles of other key partners.
Part III INTENDED USE/PLANS FOR DEVELOPMENT Describe the proposed intended use and all plans for development/future use. Include information related to the relocation of the Knox County Schools administrative offices, if applicable to proposal. Attach conceptual and other design documents for facilities that are proposed. Plans and materials submitted with proposals will not be returned unless specifically requested by the applicant. Information should include, but not be limited to, the following:
• Concept drawing/plans • Description of intended use(s) proposed • Description of the materials and construction methods to be used • Proposed schedule and calendar of activities • Sources and methods of financing for construction and operation • Estimated detailed construction budget/pro forma
Part IV QUALITY OF REHABILITATION Provide a narrative of your rehabilitation plan for the Andrew Johnson Building. The narrative should include as much detail as possible regarding which elements of the building will be saved and restored, the necessary financial investment to complete the project, and the materials and processes used in the restoration plan.
Part V EXPERIENCE Provide a detailed explanation of experience for all members of the ownership/development team and key partners relating to development and restoration of similar facilities and other business or work experience for a minimum of the last ten (10) years. Provide detailed information, per Section 3.2 above, regarding three (3) properties similar in size, scope, and cost previously completed. Experience related to landmark historic properties located in a Downtown Business District should be emphasized. Include one-page individual resumes for key partners and members of the ownership/development team.
Furnish three (3) business references that are not related to applicant by blood or marriage with names, addresses, telephone numbers and current email addresses that have detailed knowledge of the proposer’s experience with similar projects. Knox County may not be used as a reference.
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Part VI COST PROPOSAL Proposers shall state the offer to Knox County for the purchase of the Andrew Johnson Building. Proposers must also include the detailed financial proposal for offers to trade or relocate the schools administrative offices, if applicable.
Part VII FINANCIAL CAPABILITY Provide proof of financial capability, per Section 1.16, to close on the proposed transaction and complete the development plan as outlined in this proposal. Satisfactory proof includes a letter from the proposer’s financial institution and/or lender. Knox County may request to review the successful proposer’s financial statements before an award is made. Please note that all financial documentation submitted by proposer will be reviewed and evaluated by County Accountants.
Part VIII AFFIDAVIT (ATTACHMENT) Submit the Affidavit of Compliance with the Iran Divestment Act per Section 2.13, Exhibit A
Part IX ADDITIONAL INFORMATION Proposers may submit additional information that may add value to their proposal.
Part X EXCEPTIONS Proposers are to include any and all exceptions taken to this solicitation under this part. Do not mark through or otherwise alter the language of this RFP in your response.
Failure to submit any of the above information or any other information requested in this Request for Proposal may result in the response being disqualified.
9 EXHIBIT A RFP #2542 AFFIDAVIT OF COMPLIANCE
WITH
IRAN DIVESTMENT ACT
TENNESSEE CODE ANNOTATED, SECTION 12-12-106
(To be submitted with bid by contractor)
I, ______, President or other Principal
Officer of ______, swear or affirm that the Name of Company
Company is in compliance with Tennessee Code Annotated § 12-12-106, in effect at the time of this bid submission.
______President or Principal Officer
For: ______Name of Company
10 OFFICE OF COUNTY MAYOR TIM BURCHETT
Procurement Division • Department of Finance • 1000 North Central St., Suite 100 • Knoxville, TN 37917
ADDENDUM I PROPOSAL NUMBER 2542 SALE AND REDEVELOPMENT OF THE ANDREW JOHNSON BUILDING
ADDENDUM DATE: April 25, 2017
BUYER: Ben Sharbel
CLOSING DATE: June 13, 2017
TOTAL NUMBER OF PAGES: One (1)
The following is for information purposes.
1. An electronic copy of renovation plans/floor plans dated 1995, 2000, and 2002 of the current Andrew Johnson Building is available by contacting Ben Sharbel via email at [email protected]. Knox County makes no representations, expressed or implied, as to the accuracy or completeness of these plans. It is the proposer’s responsibility to conduct their own assessment of the current state of the building.
2. An electronic copy of original plans for the Tennessee Terrace Hotel (current Andrew Johnson Building), stamped in 1926, is available by contacting Ben Sharbel via email at [email protected]. Knox County makes no representations, expressed or implied, as to the accuracy or completeness of these plans.
3. A new Carlisle EPDM roof including roofing, insulation, flashings, and sheet metal work was installed on the Andrew Johnson Building with a completion date of January 2015. There is a Carlisle Golden Seal Total Roofing System Warranty expiring March 8, 2035 that is transferable upon change in ownership of the building pending completion of certain procedures outlined in the warranty documentation, which will be provided upon transfer of ownership by Knox County. Knox County makes no warranties or representations, expressed or implied, as the condition of the roof or any other part of the Andrew Johnson Building. Knox County and the Public Building Authority are not responsible in any way for the transfer of the roof warranty or any other warranties available to new ownership. Knox County will provide known documentation concerning the building upon transfer of ownership.
End of Addendum I.
Ben Sharbel, CPPB Supervisor of Property Development & Asset Management Knox County Procurement Division
www.knoxcounty.org/purchasing • phone 865.215.5777 • fax 865.215.5778 OFFICE OF COUNTY MAYOR TIM BURCHETT
Procurement Division • Department of Finance • 1000 North Central St., Suite 100 • Knoxville, TN 37917
ADDENDUM II PROPOSAL NUMBER 2542 SALE AND REDEVELOPMENT OF THE ANDREW JOHNSON BUILDING
ADDENDUM DATE: May 5, 2017
BUYER: Ben Sharbel
CLOSING DATE: July 13, 2017
TOTAL NUMBER OF PAGES: One (1)
The following is for clarification.
1. The Proposal Closing Date has been extended to July 13, 2017 at 2:00 p.m. local time.
2. Prospective proposers may submit questions concerning the solicitation until June 30, 2017 at 4:30 p.m. local time.
End of Addendum II.
Ben Sharbel, CPPB Supervisor of Property Development & Asset Management Knox County Procurement Division
www.knoxcounty.org/purchasing • phone 865.215.5777 • fax 865.215.5778 OFFICE OF COUNTY MAYOR TIM BURCHETT
Procurement Division • Department of Finance • 1000 North Central St., Suite 100 • Knoxville, TN 37917
ADDENDUM III PROPOSAL NUMBER 2542 SALE AND REDEVELOPMENT OF THE ANDREW JOHNSON BUILDING
ADDENDUM DATE: June 2, 2017
BUYER: Ben Sharbel
CLOSING DATE: July 13, 2017
TOTAL NUMBER OF PAGES: Two (2)
The following is for clarification.
Question 1: Age/condition of the roof? Any known issues?
Answer 1: The roof is approximately two to three (2-3) years old. There are no known issues. More information on the roof is available in Addendum I.
Question 2: Age/condition of the building mechanical systems, particularly HVAC?
Answer 2: The operational units are approximately eight (8) years old, the cooling tower is twelve (12) years old, and the boiler is twenty (20) years old.
Question 3: Has the County performed an environmental study Phase I or Phase II to determine location and approximate quantity of asbestos and lead paint?
Answer 3: Not to our knowledge. Asbestos sampling was completed on the old roof only prior to replacement in 2013. No asbestos was detected. Neither the County nor Public Building Authority are aware of any other environmental reports or studies.
Question 4: Have the windows been replaced during the County’s ownership of the building?
Answer 4: Only a very few that had an operational issue or were broken.
Question 5: Has the County performed any exterior façade repair such as brick tuckpointing or terra cotta stabilization? Are there any known safety or water infiltration issues associated with the building envelope?
Answer 5: There has been some work completed in the past few years on the terra cotta on the front of the building. Neither the County nor Public Building Authority are aware of any safety or water infiltration issues.
Question 6: Is there a survey of the property extents?
Answer 6: The County has not performed a survey and is not aware of one.
www.knoxcounty.org/purchasing • phone 865.215.5777 • fax 865.215.5778 OFFICE OF COUNTY MAYOR TIM BURCHETT
Procurement Division • Department of Finance • 1000 North Central St., Suite 100 • Knoxville, TN 37917
Question 7: We have heard the County needs 90,000 SF. How many employee and guest parking spaces would be needed?
Answer 7: Approximately 275 spaces are necessary for employee parking.
Question 8: How many employees currently work at the Andrew Johnson Building?
Answer 8: Approximately 270 employees work at the Andrew Johnson Building.
Question 9: Is the parking garage behind the Andrew Johnson Building (to the east on the corner of W. Hill Ave. and State Street) associated with the building? What parking is available for the building?
Answer 9: The garage directly behind the building and attached is NOT associated with the building. Minimal parking under the building through an alley off Hill Ave. comes with the building. There are approximately ten (10) very small spaces. Parking is currently available for employees working in the Andrew Johnson Building at the Dwight Kessel Garage (900 State Street), which is managed by the Public Building Authority. The Public Building Authority may be open to an agreement with the new owner to rent parking at the Dwight Kessel Garage.
End of Addendum III.
Ben Sharbel, CPPB Supervisor of Property Development & Asset Management Knox County Procurement Division
www.knoxcounty.org/purchasing • phone 865.215.5777 • fax 865.215.5778 OFFICE OF COUNTY MAYOR TIM BURCHETT
Procurement Division • Department of Finance • 1000 North Central St., Suite 100 • Knoxville, TN 37917
ADDENDUM IV PROPOSAL NUMBER 2542 SALE AND REDEVELOPMENT OF THE ANDREW JOHNSON BUILDING
ADDENDUM DATE: June 29, 2017
BUYER: Ben Sharbel
CLOSING DATE: July 13, 2017
TOTAL NUMBER OF PAGES: One (1)
The following is for clarification.
1. The question of relocating Knox County Schools from the Andrew Johnson Building has come up often during many of the site visits we have conducted of the building. Section 3.1 of the RFP states that Knox County is open to offers that include the relocation of the administrative offices of Knox County Schools. It is important to stress that a relocation plan for these offices is not a requirement for submittal but may be included. It is important to clarify that the evaluation criteria applies only to the Sale and Redevelopment of the Andrew Johnson Building. Points will not be awarded during the evaluation process for any aspect of a relocation plan for the offices inside the building. Knox County understands that some proposals may include a relocation plan and some may not. Those that do not contain such a plan will not be penalized.
End of Addendum IV.
Ben Sharbel, CPPB Supervisor of Property Development & Asset Management Knox County Procurement Division
www.knoxcounty.org/purchasing • phone 865.215.5777 • fax 865.215.5778 OFFICE OF COUNTY MAYOR TIM BURCHETT
Procurement Division • Department of Finance • 1000 North Central St., Suite 100 • Knoxville, TN 37917
ADDENDUM V PROPOSAL NUMBER 2542 SALE AND REDEVELOPMENT OF THE ANDREW JOHNSON BUILDING
ADDENDUM DATE: July 6, 2017
BUYER: Ben Sharbel
CLOSING DATE: July 13, 2017
TOTAL NUMBER OF PAGES: Thirty-eight (38) with attachments
The following is for clarification.
Question 1: Do you have or could you get a copy of the existing lease between the County and Verizon Wireless (or whatever entity it is) for the 18th floor and roof space?
Answer 1: See the lease and renewal documents attached below to this addendum.
End of Addendum V.
Ben Sharbel, CPPB Supervisor of Property Development & Asset Management Knox County Procurement Division
www.knoxcounty.org/purchasing • phone 865.215.5777 • fax 865.215.5778
EXHIBIT B PURCHASER’S RESPONSE TO REQUEST FOR PROPOSAL #2542 Proposal
FOR PURCHASE, DESIGN, AND DEVELOPMENT OF THE
ANDREW JOHNSON BUILDING
BY BNA ASSOCIATES
FOR KNOX COUNTY
07.13.2017
TABLE OF CONTENTS
Part l Signed Letter ...... 1
Part II Proposal Information ...... 2 - 3
Part III Intended Use / Plans for Development ...... 4 - 25
Part IV Quality of Rehabilitation ...... 26 - 29
Part V Experience ...... 30 - 53
Part VI Cost Proposal ...... 54 - 58
Part VII Financial Capability ...... 59 - 65
Part VIII Affidavit ...... 66 - 67
Part IX Additional Information ...... 68 - 69
Part X Exceptions ...... 70
A N D R E W J O H N S O N
H O T E L & R E S I D E N C E S
PART I SIGNED LETTER
MHM - BNA - DENARK
-1 -
A N D R E W J O H N S O N
H O T E L & R E S I D E N C E S
PART II PROPOSER INFORMATION
MHM - BNA - DENARK PROPOSER INFORMATION PART II
WHO WE ARE Company Name: BNA Associates, LLC 401 Union Street, 2nd Floor Nashville, TN 37219
Contact: Philip Welker [email protected] (917)-325-4055
Vendor Number: 36-4669066
EIN 73931
Addenda Addendum I,II,III, and IV received
THE TEAM BNA Associates, LLC, owned by Philip Welker and Ethan Orley, brings a creative perspective to real estate development that strives to meet both social and economic objectives. BNA looks for opportunities in multifamily, mixed use and hospitality asset classes. BNA’s focus is developing unique urban properties that fulfill under served demand in primary and secondary markets. To date, BNA has raised over $74 million in capital for projects completed or under construction. To redevelop the Andrew Johnson building, BNA has assembled an experienced, first-tier team to deliver what will become one of Knoxville’s most recognized projects.
McCarty Holsaple McCarty is a full service architectural, interior design and planning firm located in Knoxville, Tennessee. MHM has designed landmarks in East Tennessee for 50 years.
Denark Construction is a full-service general contractor, design-builder, and construction manager, based in Knoxville, Tennessee – with over $1.3 billion in public, institutional, commercial, and industrial contracts since its launch in 1985.
Knox Heritage has been engaged and will be an active team member to complete the certification for the historic tax credits.
MHM BNA DENARK
-2- PROPOSER INFORMATION PART II
KNOX COUNTY
LENDER THE AJ PARTNERSHIP LLC (SPE) TAX CREDIT PARTNER
MASTER DEVELOPER
BNA ASSOCIATES
Philip Welker Ethan Orley Principal Principal
DESIGN PRESERVATION CONSTRUCTION
ARCHITECTS KNOX HERITAGE CONTRACTOR
McCarty Holsaple Kim Trent Denark Construction McCarty, Inc. Steve Lucas Jeff Johnson Project Executive Principal Casey Duncan Nathan Honeycutt Project Manager Associate Principal
LOCAL LOCAL ENGINEERS SUBCONTRACTORS AND DESIGNERS
- 3 -
A N D R E W J O H N S O N
H O T E L & R E S I D E N C E S
PART III INTENDED USE / PLANS FOR DEVELOPMENT
MHM - BNA - DENARK INTENDED USE / PLANS FOR DEVELOPMENT PART III
INTENDED USE When the Andrew Johnson Hotel was first constructed during the Roaring Twenties, downtown Knoxville was the commercial and entertainment capital for East Tennessee. Through two decades of public and private investment and redevelopment the city is once again the urban center of the Tennessee Valley.
HOTEL BNA Associates is offering a historic restoration of the Andrew Johnson Building to recapture RESIDENCES its original form and purpose. As a mixed-used redevelopment, the AJ Hotel & Residences DINING will present a restored hotel lobby, a variety of dining venues, quality hotel rooms and apartment residences. More details follow in Part IV.
• Restored 4,000 SF Grand Lobby and Lounge Space • 3,650 SF Bistro with Adjoining Patio • 1,700 SF Coffee Shop • 1,600 SF Workout Facility open to the public • 2,000 SF Dining Room with Adjoining Commercial Kitchen Facilities • Restored 1,900 SF Historic Ballroom with associated conference spaces • 94 Boutique Hotel Rooms • 30 Micro Apartments • 45 Standard Apartments • 4,000 SF Rooftop Bar • Rooftop Hank Williams Social Suite
INTERIOR CONCEPT RENDERING OF LOBBY EXTERIOR CONCEPT RENDERING OF HOTEL
- 4 -
INTENDED USE / PLANS FOR DEVELOPMENT PART III
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THE GROUND LEVEL FLOOR 01
SQ. FT. The street level restaurant will be a classic upscale American restaurant in the style 13,850s.f. of Regas Restaurant and Houston’s. The atmosphere will be high energy – with rotations of live music. Menu offerings of steaks, burgers and classic cuisine will be PROGRAM simple and delicious. The environment will refl ect the character of Knoxville as seen ENTRY through the hotel’s brand. RESTAURANT COFFEE SHOP The AJ will feature a Stumptown Coffee Roasters Shop. The store will have a vintage RETAIL feel furnished to be an ideal social meeting place and co-working environment. It 24 HOUR GYM will serve all types of coffees, along with pastries, sandwiches, desserts and other assorted drinks.
The AJ will feature a 1,600 SF fi tness room fronting West Hill Avenue. The upscale gym will offer membership for locals who are not residents or guests of the hotel.
- 6 - INTENDED USE / PLANS FOR DEVELOPMENT PART III
CONCEPT FOR STREET LEVEL
- 7 - INTENDED USE / PLANS FOR DEVELOPMENT PART III
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THE LOBBY LEVEL FLOOR 02
SQ. FT. Guests and residents will ascend the main staircase into the double height hotel 13,850s.f. lobby and reception area. The original architectural character of the space will be restored and then enhanced with modern lighting and furniture that is inspired PROGRAM by the period of the original building. The Historic Ballroom, Tennessee Terrace, LOBBY and Writing Room will all be available to lease for weddings, business functions, BALLROOM holiday parties and a variety of other events. The team proposes to restore the RESTAURANT terraces overlooking Gay Street to their original design. The brick enclosures will be removed so that these exterior spaces can be returned to their intended use creating dynamic spaces overlooking the most prominent street in Knoxville.
- 8 - INTENDED USE / PLANS FOR DEVELOPMENT PART III
CONCEPT FOR LOUNGE / LOBBY SPACE
- 9 - INTENDED USE / PLANS FOR DEVELOPMENT PART III
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THE MEZZANINE LEVEL FLOOR 02.5
SQ. FT. The mezzanine level will be open to the lobby and lounge and host a variety of 4.400s.f. smaller meeting and offi ce spaces. The boardroom and other meeting rooms will be attractive to guests, community groups, and other downtown businesses PROGRAM wanting to host functions. BOARD ROOM CONFERENCE OFFICE
- 10 - INTENDED USE / PLANS FOR DEVELOPMENT PART III
CONCEPT FOR CONFERENCE SPACE
- 11 - INTENDED USE / PLANS FOR DEVELOPMENT PART III
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+. 6) 6) 67'.,1* ,7 '%48((1 6) 6) 6) 6) 67'.,1* 67'.,1* 67'.,1* 67'.,1*
6) 6) 68,7( 68,7(
THE HOTEL LEVEL FLOOR 03 - 08
SQ. FT. Ninety hotel rooms will be on fl oors 03 through 08. The rooms will be crisp and 7,900s.f. residential in feel. The hotel and apartment styles will blend in a cohesive manner so that residents feel like guests and guests feel like residents. PROGRAM 90 HOTEL ROOMS The quality of fi nishes will be:
• White walls with dark trim • Wood-appearance fl oors • Persian-style area rugs • Vintage wall paper • Collected look of furniture & lighting
- 12 - INTENDED USE / PLANS FOR DEVELOPMENT PART III
CONCEPT FOR HOTEL ROOMS
- 13 - INTENDED USE / PLANS FOR DEVELOPMENT PART III
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THE MICRO RESIDENCE LEVEL FLOOR 09 -10
SQ. FT. Floors 09-10 will contain 30 well-appointed studio apartments. These units will range 7,900s.f. from 280 SF to 590 SF with the fi nish quality matching the hotel rooms but with kitchenettes containing: PROGRAM 30 MICRO RES. • Mini-refrigerator • 2-burner cook top • Microwave and single-bowl sink • Under-counter all-in-one washer/dryer
20% of the units will be affordable. Average rents will be approximately $765 a month for Market Units and $672 per month for Affordable Units. These units are increasingly popular in larger cities and offer maximum fl exibilty to the development team. The micro residences can be converted into hotel rooms in the future if needed based on market demand.
- 14 - INTENDED USE / PLANS FOR DEVELOPMENT PART III
CONCEPT FOR MICRO RESIDENCES
- 15 - INTENDED USE / PLANS FOR DEVELOPMENT PART III
6) 6) 6) 6) % % % 678',2
6) 6 6) 6) 678',2 % %
6) 6) % %
THE STANDARD RESIDENCE LEVEL FLOOR 11 - 15
SQ. FT. Floors 11 through 15 will contain larger apartments. The 35 one bedroom units and 7,900s.f. 10 large studio apartments will range from 425 SF to 920 SF. 20% of the units will be affordable. Average rents will be approximately $1275 a month for Market Units PROGRAM and $720 per month for Affordable Units. The standard residence levels will offer 45 STANDARD RES. affordable downtown living with the benefi ts of hotel amenities.
- 16 - INTENDED USE / PLANS FOR DEVELOPMENT PART III
CONCEPT FOR STANDARD RESIDENCS
- 17 - INTENDED USE / PLANS FOR DEVELOPMENT PART III
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THE ROOFTOP LEVEL FLOOR 16
SQ. FT. The Hank Williams Social will be the signature component. Fashioned as a 2-story 4,000s.f. penthouse suite, the space will operate as a public bar on the lower level with 4 guest rooms available upstairs. PROGRAM ROOF TOP BAR The lower level will be a living room designed for socializing and live music. There EVENT SPACE will be a library room for private parties and two outdoor terraces. The North Terrace will be suitable for events and the South Terrace will offer general seating and an outdoor bar.
- 18 - INTENDED USE / PLANS FOR DEVELOPMENT PART III
CONCEPT FOR HANK WILLIAMS ROOF TOP TERRACE
- 19 - INTENDED USE / PLANS FOR DEVELOPMENT PART III
3(17+286(THE DUKE 3(17+286(THE SERGEI 6) 6)
67$, 5&$6( )2<(523(172 %(/2: 6)
3(17+286(THE AMELIA THE3(17+286( JEAN PAUL 6) 6)
THE PENTHOUSE LEVEL FLOOR 17
SQ. FT. Visitors to the Hank Williams Social will see a grand staircase leading to the four 4,000s.f. guest suites. Each suite will be named after a famous Andrew Johnson Hotel guest: The Duke, for Duke Ellington; The Amelia, for Amelia Earhart; The Sergei for Sergei PROGRAM Rachmaninoff and The Jean Paul, for writer Jean Paul Sartre. 4 PENTHOUSE SUITES The upper level guest suites will range from 420 SF to 660 SF and will feature sitting areas, all designed to coordinate with the lower level fi nishes yet feature references to the named celebrity.
- 20 - INTENDED USE / PLANS FOR DEVELOPMENT PART III
CONCEPT FOR PENTHOUSE LEVEL
- 21 - INTENDED USE / PLANS FOR DEVELOPMENT PART III
PROJECT SCHEDULE 24 MONTHS
TIME FRAME Once released to start design, our project team expects to complete design & construction within 24 months.
FLEXIBLE This project schedule will depend on how quickly Knox County Schools’ administrative EFFICIENT offi ces are relocated, however our team will work closely with County offi cials QUALITY to ensure a smooth and expedited move. Our intent is to coordinate the design process to allow construction to begin shortly after the building is vacated.
YEAR 01 YEAR 02
01 02 03 04 05 06 07 08 09 10 11 12 01 02 03 04 05 06 07 08 09 10 11 12
Proceed with Design
Schematic Design 2
Design Development 2
Construction Documents 4
Bidding / Code Offi cial Review 1
Demolition and Prep 2
Construction 15
Project Complete
- 22- INTENDED USE / PLANS FOR DEVELOPMENT PART III
SOURCES AND METHODS OF FINANCING/PRO FORMA
EQUITY BNA has established relationships to raise equity fi nancing for each individual deal. Equity is used to acquire the property and fund pre-construction costs. During pre- construction planning, debt fi nancing is marketed and is closed to complete and LOCAL AND stabilize the project for a couple years until permanent fi nancing is placed. BNA NATIONAL uses a network of over 40 lenders, both local and national. LENDERS Below and on the following pages are BNA’s sources and methods of fi nancing, as well as our estimated budget and pro forma. We believe these are responsible projections that underscore the economic vitality of this project.
PROJECT SOURCES & USES
Hotel Andrew Johnson // Knoxville Tennessee Underwriting Summary
SOURCES AND USES 169 rooms 142,800 SOURCES OF FUNDS Total per Key per SF % Senior Loan$ 21,500,000 $ 127,219 $ 150.56 50.0% New Markets Tax Credit Equity 8,000,000 47,337 56.02 18.6% Owner's Equity 7,714,563 45,648 54.02 17.9% Historic Tax Credit Equity 5,785,437 34,233 40.51 13.5% TOTAL SOURCES$ 43,000,000 $ 254,438 $ 301.12 100.0%
USES OF FUNDS Total per Key per SF % Property Acquisition Costs$ 6,000,000 $ 35,503 $ 42.02 14.0% Closing Costs 52,500 311 0.37 0.1% Soft Costs 4,586,605 27,140 32.12 10.7% Financing Costs 2,866,167 16,960 20.07 6.7% Construction Costs 23,494,350 139,020 164.53 54.6% FF&E 1,704,349 10,085 11.94 4.0% Opening Expenses 1,179,200 6,978 8.26 2.7% Contingency 3,116,830 18,443 21.83 7.2% Done - - -0.0% TOTAL USES$ 43,000,000 $ 254,438 $ 301.12 100.0%
- 23 - INTENDED USE / PLANS FOR DEVELOPMENT PART III
Hotel Andrew Johnson // Knoxville Tennessee Pro Forma Income Statement
Year 1 Number of Rooms 94 Available Rooms 34,310 Occupied Rooms 22,302 Occupancy Rate 65.0% ADR $ 165.00 RevPAR$ 107.25 Amount % PAR POR Revenue by Department Rooms Revenue$ 3,673,748 45.3% 39,082 164.7 Other Operated Hotel Revenue 194,363 2.4% 2,068 8.7 Food and Beverage Revenue 3,300,000 40.7% 35,106 148.0 Residential Revenue 831,822 10.3% 8,849 37.3 Parking Income, net 111,508 1.4% 1,186 5.0 Total Revenue 8,111,440 100.0% 86,292 363.7
Departmental Expenses Rooms Department Expense 1,149,972 31.3% 12,234 51.6 Other Operated Department Expense 167,121 86.0% 1,778 7.5 Food & Beverage Department Expense 2,510,000 76.1% 26,702 112.5 Total Departmental Expenses 3,827,093 47.2% 40,714 171.6
Unallocated Expenses A & G 503,569 6.2% 5,357 22.6 Sales & Marketing 223,050 2.7% 2,373 10.0 Property R & M Expense 257,990 3.2% 2,745 11.6 Utilities Expense 134,000 1.7% 1,426 6.0 Total Undistributed OpEx 1,118,609 13.8% 11,900 50.2 Gross Operating Profit 3,165,737 39.0% 33,678 142.0 Fixed Expenses Property Insurance 185,900 2.3% 1,500 8.3 Hotel Property Taxes (Base Yr) 34,000 0.4% 362 1.5 Hotel Property Taxes (Incremental) - 0.0% - - Management Fees (Hotel) 192,458 2.4% 2,047 8.6 Total Fixed Expenses 412,358 5.1% 3,909 18 EBITDA$ 2,753,380 33.9% 29,291 123 FF&E Reserve 162,229 2.0% 1,726 7.3 NOI$ 2,591,151 31.9% 27,565 116.2
- 24 - INTENDED USE / PLANS FOR DEVELOPMENT PART III
Year 2 Year 3 Year 4 Year 5 94 94 94 94 34,310 34,310 34,310 34,310 24,017 24,703 25,389 25,733 70.0% 7.7% 72.0% 7.5% 74.0% 0.0% 75.0% 0.0% $ 169.95 2.9% $ 175.05 2.9% $ 180.30 2.9% $ 185.71 2.9% $ 118.97 $ 126.03 5.9% $ 133.42 5.9% $ 139.28 4.4% Amount % Amount % Amount % Amount %
$ 4,075,329 46.6%$ 4,317,527 47.4%$ 4,570,595 48.3%$ 4,771,250 48.8% 194,459 2.2% 194,557 2.1% 194,658 2.1% 194,761 2.0% 3,399,000 38.8% 3,500,970 38.5% 3,605,999 38.1% 3,714,179 38.0% 894,432 10.2% 894,432 9.8% 894,432 9.5% 894,432 9.1% 114,853 1.3% 118,298 1.3% 121,847 1.3% 125,503 1.3% 8,754,681 100.0% 9,102,393 100.0% 9,464,139 100.0% 9,776,733 100.0%
1,278,209 31.4% 1,302,080 30.2% 1,344,780 29.4% 1,384,480 29.0% 167,207 86.0% 167,296 86.0% 167,387 86.0% 167,480 86.0% 2,585,300 76.1% 2,662,859 76.1% 2,742,745 76.1% 2,825,027 76.1% 4,030,716 46.0% 4,132,235 45.4% 4,254,912 45.0% 4,376,986 44.8%
526,154 6.0% 544,698 6.0% 563,895 6.0% 582,014 6.0% 229,742 2.6% 236,634 2.6% 243,733 2.6% 251,045 2.6% 263,905 3.0% 271,822 3.0% 279,976 3.0% 288,376 2.9% 138,020 1.6% 142,161 1.6% 146,425 1.5% 150,818 1.5% 1,157,820 13.2% 1,195,314 13.1% 1,234,029 13.0% 1,272,253 13.0% 3,566,145 40.7% 3,774,844 41.5% 3,975,198 42.0% 4,127,493 42.2%
191,477 2.2% 197,221 2.2% 203,138 2.1% 209,232 2.1% 34,680 0.4% 35,374 0.4% 36,081 0.4% 36,803 0.4% - 0.0% - 0.0% - 0.0% - 0.0% 211,163 2.4% 220,993 2.4% 231,261 2.4% 239,438 2.4% 437,320 5.0% 453,588 5.0% 470,480 5.0% 485,473 5.0% $ 3,128,825 36% $ 3,321,257 36% $ 3,504,718 37% $ 3,642,021 37% 262,640 3.0% 364,096 4.0% 378,566 4.0% 391,069 4.0% $ 2,866,185 32.7% $ 2,957,161 32.5% $ 3,126,152 33.0% $ 3,250,951 33.3%
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A N D R E W J O H N S O N
H O T E L & R E S I D E N C E S
PART IV QUALITY OF REHABILITATION
MHM - BNA - DENARK QUALITY OF REHABILITATION PART IV
RESTORE The intention of BNA Associates is to restore the Andrew Johnson building to as close to its original form as possible. The rehabilitation plan includes
Restored Exterior • Removing later additions that covered the original terraces that overlooked Gay Street • Adding a new canopied patron drop-off • Removal of the glass structure on the building’s north face • Adding new signage on the roof recalling the original
LOBBY Restored 3,500 SF Grand Lobby and Lounge Space • Removal of 1980’s/1990’s renovations that closed up the original two-story space • Replacing the grand staircase in a fresher, modern design • Restoring the hotel check-in desk to its original location
3,650 SF Bistro/Bar with Adjoining Patio and a 1,600 SF Coffee Shop • Returning office space to its intended original hospitality functions for hotel guests, apartment residents and the public
1,600 SF Fitness Center • For hotel guests, apartment residents and the public with access from State Street
2,000 SF Dining Room with Adjoining Commercial Kitchen Facilities • Restoring a large volume space into a quality restaurant for hotel guests, apartment residents and the public in the Spirit of the Oliver Royale • Creating a new commercial kitchen where the original hotel kitchen was
BALLROOM Restored 1,900 SF Ballroom • A restoration of the original Andrew Johnson Grand Ballroom
Variety of Smaller Meeting Spaces • Restoring the original lobby mezzanine spaces for use by businesses, non-profits and public meetings or private functions
4,000 SF Rooftop Bar • Open to the public and available for private functions
HOTEL 94 Boutique Hotel Rooms • In the spirit of Knoxville’s most popular small hotel, The Oliver, managed by BNA Associates
RESIDENCES 30 Micro Residences • Sized to be financially attractive to those starting out in their careers or to individuals who want “A small place in the city.” The spaces offer maximum flexibility for future conversion to hotel rooms if needed.
45 Standard Residences • Downtown living at affordable prices
The Hank Williams Social - Rooftop Bar and Guest Suites • For the ultimate in guest experience or downtown living
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COMMUNITY The AJ Hotel & Residences will be a flagship landmark for Knoxville. It will set a new standard as the place to stay, live and socialize.
Who makes up our community? • Leisure travelers who choose to stay in unique hotels close to vibrant areas • Business travelers who want to socialize where they stay • Young professionals who enjoy urban living and first class service • Empty nesters who want to downsize • Out-of-towners who want a second vacation home • Local and out-of-town retail patrons
QUALITY Regarding quality of rehabilitation, BNA Associates chose two Knoxville firms that have extensive experience in the careful restoration of a National Register building. McCarty Holsaple McCarty Architects, Inc. and Denark Construction work closely throughout the restoration of Knoxville’s beloved Tennessee Theatre. Constructed almost simultaneously with the Andrew Johnson Hotel in the late 1920’s, The Tennessee Theatre project shares several features that will be undertaken at the AJ Hotel and Residences restoration:
• Exterior Shell Repairs and Restoration • Restoration of a Grand Lobby with Monumental Stairway • Recreation of Features with the use of Historical Photographs • New Bars and Restroom Facilities • Introduction of Modern Technology within the Historic Framework • All New Mechanical/Electrical/Plumbing and Fire Protection • Recreation of Historic Exterior Signage
BNA’s investment in the Andrew Johnson building to create The AJ Hotel & Residences closely mirrors the project scope of the Tennessee Theatre Restoration. Materials and methods will be as prescribed by the National Park Service standards and Knox Heritage will serve on the team as an advisor.
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BRANDING BNA has engaged Tommy Stokes Designs to create a preliminary brand study for the development. Tommy has worked on numorous projects in Knoxville such as Turkey Creek and The Tennessean.
The preliminary brand study for the renovated AJ Hotel and Residences is designed to position this landmark among the elite of the fashionable, historical downtown hotel residence brand category. Strategically positioned similarly to the Read House of Chattanooga and the Peabody Hotel of Memphis, the brand study is influenced by several NYC hotels like The Beekman Hotel, The NoMad, the Crosby Street Hotel and others.
LANDMARK The mark and its accompanying brand vocabulary – colors, narrative, imagery, signage, and interior and exterior architecture – will communicate the brand promise of the AJ Hotel and Residences experience. It will serve as a platform to tell the story and market the hotel, and will convey its importance to the city, both historical and current.
The mark is designed to be integrated with the new architecture as it will be refreshed to present the historical elegance of the building in contemporary times. Yet the entire brand architecture, tangible and intangible, positions the facility for the next generation of users. With the AJ returning to it’s place as a premier hotel and Knoxville historical landmark, the brand will contribute significantly to the identity of Knoxville and Downtown.
THE AJ The mark itself shortens pronunciation of “Andrew Johnson” to “AJ” which allows users to reference it more easily – similar brand solution to TVA, IBM, FedEx, and many more. However, the mark provides for the continued maintenance of the historical name of “The Andrew Johnson Hotel”.
The oval flourish mimics the shape of the signature arches of the hotel windows in the grand lobby, and the initial color palette is integrated with the refreshed interior design. The elegance of the scripted AJ is custom, legible, and elegant, but integrates well with adjacent configurations of contemporary fonts and upscale environments.
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A N D R E W J O H N S O N
H O T E L & R E S I D E N C E S
PART V EXPERIENCE
MHM - BNA - DENARK EXPERIENCE PART V
BNA has a proven track record in Knoxville and other southern cities for bringing new life and quality redevelopment to historic buildings. In Knoxville, BNA created The Oliver, a boutique hotel that has become a favorite lodging place for out of town visitors, honeymooning couples, writers and others in the know. Housed in the beautiful and historic Peter Kern Building, BNA has also created a corner of very popular hospitality venues with the Royale, Tupelo Honey and the Peter Kern Library. Even though headquartered in Nashville, BNA understands the Knoxville downtown market.
BNA Associates is currently putting the finishing touches on two projects that are almost identical to the development of the AJ Hotel & Residences. In Nashville, BNA Associates is restoring a mid-century hotel, restaurants and spa called the Fairlane Hotel that will offer 81 hotel rooms. Also, nearing completion is restoration of a famous landmark hotel in Atlanta, The Hotel Clermont, a 1924 building that was allowed to seriously deteriorate. The new hotel will feature 94 rooms, a restaurant and rooftop bar. Each project is in the $25,000,000 cost range,
Other hospitality and/or residential projects completed in the southeast by BNA include:
• The Oliver Hotel, Knoxville TN A 30-room boutique hotel Featured in GQ, Architectural Digest, USA Today and NY Daily News
• The Hotel Clermont, Atlanta GA A 94-room boutique hotel Featured in Luxe Crush
• The Fairlane Hotel, Nashville TN A 81-room boutique hotel
• The Penn Warren, Clarksville, TN A 65-unit apartment community in an historic school building
• Sobro Guesthouse, Nashville, TN A 24-room boutique hotel
• Residences of Stonebrook, Nashville, TN A 320-unit apartment redevelopment
KNOXVILLE - THE OLIVER NASHVILLE - THE FAIRLANE ATLANTA - THE CLERMONT
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BNA will engage McCarty Holsaple McCarty, Architects (MHM) and Denark Construction Company, both of Knoxville, to oversee the design and construction. MHM has very recent experiences in the downtown area with adaptive re-use projects that adhere to the National Park Service Standards for historic rehabilitation. The Daniel, with 62 apartment units and 7 retail spaces, was completed in 2016. Tailor Lofts, with 9 apartments of various sizes and a full-service restaurant, was completed in 2014. In 2017, MHM completed The Tennessean, an adaptive reuse of a homely state office building into a stunning hotel and residential high rise with 82 hotel rooms and 12 large condominium apartments. MHM also provides design support to the Public Building Authority when the school system moved into the Andrew Johnson Building and therefore is very familiar with the facility.
MHM has designed a variety of East Tennessee’s most recognized projects:
• The Historic Tennessee Theatre Restoration and Renovation (with Denark) • Knoxville Convention Center (with Denark) • Volunteer Landing Waterfront Development • The University of Tennessee, Neyland Stadium Renovations • McGhee Tyson Airport Terminal Expansion
With a bonding capacity of over $150 million and more than $1.3 billion in completed contracts, Denark brings a wealth of regional knowledge and has a strong portfolio of historic, high-rise & high-profile downtown project experience. More than 65% of Denark’s business is from repeat clients due to their commitment to excellence, superior execution, customer satisfaction and an uncompromising pledge to safety and integrity.
Denark Construction has recent experience in Knoxville of rehabilitating high rise residential structures including the Tower at Morgan Hill, and UT’s Laurel Avenue Apartments, as well as some notable downtown Knoxville landmarks:
• Historic Tennessee Theatre Restoration & Renovation (with MHM) • Knoxville Convention Center (with MHM) • World’s Fair Park Improvements (with MHM) • Historic Knoxville Downtown Post Office & Courtroom • Patrick Sullivans Saloon Restoration • 111 E. Jackson Ave Restoration • The Phoenix Building • One Vision Plaza (Visit Knoxville)
MHM and Denark have successfully worked together on nearly $225 million worth of projects over the past 21 years.
KNOXVILLE CONVENTION CENTER HISTORIC TENNESSEE THEATRE UT NEYLAND STADIUM
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THE OLIVER HOTEL KNOXVILLE, TN
SQ. FT. The Oliver Hotel is downtown Knoxville’s fi rst boutique hotel. Built in 1876, the building is 30,000 s.f. one of the most distinct properties on Market Square – the main pedestrian center of the city. The hotel features the Tupelo Honey Cafe restaurant and the Peter Kern Library, a COST prohibition style craft cocktail speakeasy. $6,000,000
COMPLETED BY BNA
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THE FAIRLANE HOTEL NASHVILLE, TN
SQ. FT. BNA acquired the former 70,000 SF Fidelity Federal Savings & Loan building in downtown 70,000 s.f. Nashville in 2011 for conversion into The Fairlane Hotel. The Fairlane will be unique boutique hotel consisting of 81 rooms, Ellingtons’s Restuarant on the fourth fl oor, Mile End COST Delicatessen, and Union Ave Coffee Counter. The project is scheduled to open in 2017. $26,500,000
COMPLETED BY BNA
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THE CLERMONT HOTEL ATLANTA, GA
SQ. FT. The Hotel Clermont is an iconic property built in the 1920’s in the up and coming Poncey- 80,000 s.f. Highland neighborhood of Atlanta. The building is home to the famous Clermont Lounge, with among other former iterations, goes back over 75 years. BNA is reviving the COST Clermont as a 4-star boutique hotel with destination worthy food and beverage outlets. $28,000,000 The project is scheduled to open in 2017.
COMPLETED BY BNA
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THE SoBro GUEST HOUSE NASHVILLE, TN
SQ. FT. Blending the services of an upscale boutique hotel with the comforts of home, SoBro 30,000 s.f. Guest House is a 24 room hotel that uses a self check-in process allowing guests to come and go as they please. BNA developed the property in 2016 on behalf of the local COST ownership group and maintains the management. NA
COMPLETED BY BNA
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THE TENNESSEAN KNOXVILLE, TN
CLIENT The Tennessean Hotel and Residence is a renovation to an existing offi ce building in The Tennessean, LLC downtown Knoxville, TN. The building’s prominent site on the World’s Fair Park and its Mr. Nick Cazana adjacency to the convention center provides an ideal setting for the conversion of the (865) 584-3967 35-year-old building into a hospitality property. [email protected] The design concept for the project centered on creating a timeless quality similar to that SQ. FT. of the tuxedo. Black and white with gold accents became the identity for not only the 112,000 s.f. building, but the entire hotel brand.
COST The building’s fi rst fl oor consists of an open lobby with hotel support functions. The second $18,100,000 fl oor features a cocktail lounge, gym, and meeting facilities. Floors three through fi ve contain seventy two boutique hotel rooms culminating in an impressive Governors Suite COMPLETED BY overlooking the park. The top two fl oors of the building house twelve luxury condominium MHM residences that offer 24/7 hotel services and amenities.
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THE DANIEL KNOXVILLE, TN
CLIENT McCarty Holsaple McCarty was engaged by the development team to transform the Brighton Development former long time home of the John H. Daniel Custom Clothing Company on Jackson Mr. Jon Clark Avenue in Knoxville’s Old City into a mixed used property. (865) 584-4000 [email protected] The four adjacent structures totaled approximately 100,000 square feet of industrial space which MHM transformed into the maximum number of studio, one-bedroom and two- SQ. FT. bedroom apartments and storefront retail spaces. 100,000 s.f. MHM worked with the owner and State Historical Preservation Office on the renovation COST which obtained Historic Tax Credits to assist in the development financing. $9,000,000
COMPLETED BY MHM
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THE TOWER AT MORGAN HILL KNOXVILLE, TN
CLIENT Located at the edge of The University of Tennessee Campus, the former Kingston Tower Vols Equities, LLC Apartment building was closed by order of the State Fire Marshall and sat empty for several 2521 Kingston Pike years. Now known as The Tower at Morgan Hill, it was extensively renovated to modernize Knoxville, TN 37919 the facility for use as housing for UT students. The project includes 240 apartment units, 1-and 2-bedroom configurations, an indoor theater, exercise room, gathering/ recreational SQ. FT. multi-use space, along with study and computer rooms. The work included an exterior 207,600 s.f. facade upgrade and window replacement, the total reconstruction of the lobby level, the refinishing of all 20 apartment floors, and major upgrades to the building utilities, its COST garage, and swimming pool. Features include granite countertops and ceramic tile in $12,400,000 bathrooms, chalkboard wall, patterned wood entrance and kitchen floors, and oversized windows in living rooms on Floors 12-21. COMPLETED BY DENARK
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THE LAUREL AVE APARTMENTS KNOXVILLE, TN
CLIENT Denark oversaw the renovation of this existing University of Tennessee apartment building The Universtiy of Tennessee located in the Fort Sanders area. The building is 14 stories and 312 units. The first floor has Knoxville, TN a new recreation room, new laundry room, convenience store, and weight room. The second floor has a new reception and waiting area. All remaining floors are residential. SQ. FT. While the building’s exterior appearance didn’t change much, this $17.2 million project’s 288,000 s.f. primary scope of work was to repair and replace existing mechanical, electrical, and plumbing systems for the building, which comprised almost 50% of the work involved. This COST included selective demolition of the walls for access to these systems. The building also $17,200,000 had asbestos flooring, drywall, and ceilings that had to be carefully abated.
COMPLETED BY DENARK
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THE HISTORIC TENNESSEE THEATRE KNOXVILLE, TN
CLIENT McCarty Holsaple McCarty in association with Westlake Reed Leskosky and Denark Mr. Bill Snyder Construction were awarded the task of renovating and restoring the Historic Tennessee [email protected] Theatre, the offi cial state theatre of Tennessee, in downtown Knoxville. Originally built in 1928 as a movie palace, the Tennessee Theatre was restored and converted into a SQ. FT. regional performing arts center. NA One signifi cant aspect of the project focused on expanding the stagehouse. The greatly COST enlarged stagehouse allows for Broadway-type shows to perform at the Tennessee $18,000,000 Theatre.
COMPLETED BY Also included in the scope of work was full restoration of all historic fi nishes, audience MHM / Denark chamber, grand lobby and the building exterior.
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Philip Welker | Principal BNA Associates
Role: Philip will lead the development team for the project
Philip started his real estate career working on a $500 million public-private downtown redevelopment project Knoxville, TN. Philip then founded Corniche Development, Inc. which focused on urban infill and historic redevelopment, where he lead acquisition, development, financing, construction, and property management. After attending NYU’s Real Estate Masters Program, he spent three years with Muss Development working on development EDUCATION and investment in New York City. In 2009, he co-founded BNA Associates where he leads Bachelor in Finance the acquisition, development and management of all projects. Philip holds a Bachelor’s in The University of Tennessee Finance from the University of Tennessee and a Masters in Real Estate Development from New York University Masters in Real Estate Development • The Oliver Hotel - Knoxville, TN New York University • So Bro Guest House - Nahville, TN • Hotel Clermont - Atlanta, GA • Fairelane Hotel - Nashville, TN • The Penn Warren Apartments - Clarksville, TN • Princeton Greens Apartments - Johnson City, TN • Oliver Royale - Knoxville, TN
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Ethan Orley| Principal BNA Associates
Role: Ethan will lead the development team for the project
Ethan began his real estate career acquiring land for single-family residential development on behalf of his multi-generational family real estate company based in Southeastern Michigan. Upon completing his Masters in Real Estate Finance from NYU, he began work with Manhattan based Rossrock Company in the acquisitions of distressed commercial real estate debt, having underwritten and acquired over $250 million of notes and opportunities. In 2009, he EDUCATION co-founded BNA Associates where he leads the development and operations of all projects. Bachelors in Ethan holds a Bachelors in Environmental Policy from the University of Michigan and a Masters Environmental Policy in Real Estate Finance from New York University University of Michigan
Masters in Real Estate • The Oliver Hotel - Knoxville, TN Finance from New York • So Bro Guest House - Nahville, TN University • Hotel Clermont - Atlanta, GA • Fairelane Hotel - Nashville, TN • The Penn Warren Apartments - Clarksville, TN • Princeton Greens Apartments - Johnson City, TN • Oliver Royale - Knoxville, TN
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Craig Bradford, PE | Director, Real Estate Development BNA Associates
Role: Craig will oversee the construcion of the project
Craig is a licensed professional engineer and project manager with over 25 years of national and international commercial and industrial development experience. Before joining BNA Associates in 2015, Craig spent 22 years in the Air Force and Air National Guard serving as an engineering officer and military commander. He has completed projects throughout the world including Europe, the Middle East, the former Soviet Union, Australia as well as across EDUCATION the United States. Craig commanded multiple combat and humanitarian missions before Bachelor in Civil Engineering retiring as a Lieutenant Colonel in 2015. He brings a unique combination of engineering University of Maryland at and project leadership to BNA Associates, shepherding projects from concept to opening. College Park Craig holds a Bachelors in Civil Engineering from the University of Maryland at College Park and a Masters in Engineering from Carnegie Mellon University. Masters in Civil Engineering University of Maryland at College Park • The Oliver Hotel - Knoxville, TN • So Bro Guest House - Nahville, TN • Hotel Clermont - Atlanta, GA • Fairelane Hotel - Nashville, TN • The Penn Warren Apartments - Clarksville, TN • Princeton Greens Apartments - Johnson City, TN • Oliver Royale - Knoxville, TN
Ashley Earnhardt| Creative Director BNA Associates
Role: Ashley will lead the marketing of the project
Ashley Earnhardt brings over fifteen years of marketing and advertising experience from marketing over twenty-five New York Times bestsellers with industry powerhouse Simon & Schuster, to the world of licensing and intellectual property management at internationally- recognized firm, Griffin Technology, as well as drafting communication strategies and materials for one of the largest healthcare companies in the world, HCA. She’s now enjoying EDUCATION the never-ending excitement and boundless creativity of the hospitality industry, which suits Bachelors in Journalism her personality quite well and her professional goals just fine. She brings her signature left-of- University of South center thinking, slight penchant for bending the rules, and overt enthusiasm to BNA’s portfolio. Carolina Ashley graduated from the University of South Carolina with a degree in Journalism. .
• The Oliver Hotel - Knoxville, TN • So Bro Guest House - Nahville, TN • Hotel Clermont - Atlanta, GA • Fairelane Hotel - Nashville, TN • The Penn Warren Apartments - Clarksville, TN • Princeton Greens Apartments - Johnson City, TN • Oliver Royale - Knoxville, TN
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Jeffrey D. Johnson, AIA | Principal In Charge McCarty Holsaple McCarty, Inc.
Role: Jeff will lead the management team for the project and will closely coordinate the services of he entire team.
Jeff joined McCarty Holsaple McCarty in 1986, was promoted to Principal in 1990 and to Chief Financial Officer / Executive Vice President in 2004. He has acted as project principal and/ or project manager on some of the firm’s largest projects including the renovations to TVA’s Knoxville Office Complex, the interiors work for the UT Hodges Library renovations and One EDUCATION Stop, renovations and additions to Keurig Green Mountains’ Knoxville manufacturing facility, Bachelor of Architecture, John H Daniel Building Renovation, and the Tailor Lofts building renovation. The University of Tennessee Knoxville, 1976 Jeff is licensed in Tennessee as both an Architect and an Interior Designer.
REGISTRATIONS • John H Daniel (The Daniel) Building Renovation - Knoxville, TN Architect - Tennessee #017140 • Tailor Lofts - Knoxville, TN • Pearsons Hall Residential Renovation, Maryville College - Maryville, TN Interior Designer - Tennessee • CaptialMark Bank Build-out - Jackson Square Oak Ridge, TN #760 • Food City Corporate Office & Cafeteria - Abingdon, VA • Hodges Library One Stop, University of Tennessee - Knoxville, TN
Nathan Honeycutt, AIA | Project Manager McCarty Holsaple McCarty, Inc.
Role: Nathan will be responsible for day-to-day communication between BNA Associates and the design team.
Nathan joined McCarty Holsaple McCarty in 2011. He previously worked for Thompson Ventulett Stainback & Associates (TVS&A) in Atlanta, Georgia. During his time with TVS, Nathan was chosen to help start the Dubai office in the UAE where he lived and worked for four years. Since joining MHM he has been instrumental as both a designer and a project EDUCATION manager on a variety of office buildings, public areas, and higher education buildings. Bachelor of Architecture, Nathan is an Associate Principal of the firm. The University of Tennessee Knoxville, 2003 • The Tennessean, Bar and Food Service Area - Knoxville, TN REGISTRATIONS • John H Daniel (The Daniel) Building Renovation - Knoxville, TN Architect - Georgia • Food City Corporate Office & Cafeteria - Abingdon, VA #RA012973 • Pearsons Dining Hall Renovation, Maryville College - Maryville, TN • Ray & Lucy Hand Sports TV Studio, University of Tennessee - Knoxville, TN • Hodges Library One Stop, University of Tennessee - Knoxville, TN • I Love Juice Bar, Downtown - Knoxville, TN • CaptialMark Bank Build-out - Jackson Square Oak Ridge, TN
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Steve Lucas, PE | Project Executive Denark Construction
Role: Steve provides overall leadership and direction at the beginning stages of the project, including leading the Bid Team.
He oversees the preparation of all estimates, value engineering studies, constructability reviews and coordination, preliminary construction schedules, and subcontractor prequalification and bidding. Steve spearheads the Contracting Process with all Subcontractors and Suppliers and remains involved in the project through completion. He attends all major meetings, including each Monthly Owner/AE Meetings, and authors and presents the Monthly Reports EDUCATION for the project. Masters of Engineeringa dn Bachelor of Science, Civil Engineering, The University of Tennessee Knoxville, • Knoxville Convention Center - Knoxville, TN - $94 million • The Tower at Morgan Hill - Knoxville, TN - $12.4 million REGISTRATIONS PE License #19190 • The Residences at Eastport - Knoxville, TN - $10.7 million • Owensboro-Daviess County Convention Center - Owensboro, KY - $43.7 million • CityView at Riverwalk Condominiums - Knoxville, TN - $21.9 million • Lake Plaza Student Condominiums - Knoxville, TN - $13.7 million
Casey Duncan | Project Manager Denark Construcion
Role: As Project Manager, Casey is responsible for achieving the Owner’s goals by managing the overall performance of the project.
He is responsible for the administration of all contractual requirements as well as the maintenance of budget and schedule, all subcontractor agreements, purchase orders, meeting minutes, shop drawing logs, and other important documentation. He is also responsible for quality and serves as a resource and direct point of contact for the Owner.
EDUCATION Bachelor of Science, Construction Engineering, • The Tower at Morgan Hill - Knoxville, TN - $12.4 million Murray State University, • The Residences at Eastport - Knoxville, TN - $10.7 million Murray, Kentucky • Hardeman County Correctional Facility - Hardeman, TN - $50 million • Whiteville Correctional Faciltiy - Whiteville, TN - $48 million • River Towne Condominiums - Knoxville, TN - $9.8 million • Laurel Station Condominiums - Knoxville, TN - $3.3 million
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BNA Dan Lovell REFERENCES VP of Business Lending ORNL Federal Credit Union 856-425-3334 [email protected]
Michael Tall President and CED Charlestowne Hotels 846-972-1425 [email protected]
Leigh Durden SVP of Corporate Banking Planters Bank 270-881-1716 [email protected]
Mary Bogert General Manager Knoxville Convention Center 865-215-8910 [email protected]
KNOXVILLE - THE OLIVER NASHVILLE - THE FAIRLANE ATLANTA - THE CLERMONT
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A N D R E W J O H N S O N
H O T E L & R E S I D E N C E S
PART VI COST PROPOSAL
MHM - BNA - DENARK COST PROPOSAL PART VI
COST PROPOSAL
OFFER BNA is offering to purchase the Andrew Johnson Building for Six Million Dollars ($6,000,000). We are prepared for an all cash closing within 180 days.
ALTERNATE 1 BNA has explored a building owned by First Commercial Real Estate on Outlet Drive. The facility offers the school system space to locate on one level in an open offi ce environment. It also offers, in the same facility, space for training and continuing education. The property offers plenty of parking and space for the construction of a warehouse for the system. MHM has prepared conceptual fl oor plans that show how this might work for the school systems program. BNA would trade this property to Knox County in exchange for the Andrew Johnson plus $6 million in cash.
ALTERNATE 2 BNA has also explored another facility-specifi c option for the Knox County School System. Regal Cinema Corporation is moving their corporate headquarters to downtown Knoxville. MHM, using their information regarding the school system’s needs and their desired adjacencies, have prepared a test fi t at Regal’s former headquarters. As opposed to the Outlet Drive building, the Regal option offers a campus approach to the school administration. BNA would trade this poperty plus $2 million in cash for the Andrew Johnson Building.
ECONOMIC IMPACT
INVESTMENT As part of your evaluation, please consider the following: JOBS TAX REVENUE • $43,000,000 INVESTMENT • OVER $1,500,000 A YEAR IN SALES AND HOTEL/MOTEL TAX REVENUE
• OVER 100 PERMANENT JOBS CREATED
• OVER $3,700,000 ANNUAL GROSS WAGES CREATED
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COST PROPOSAL PART VI
OUTLET DRIVE LOCATION ALTERNATE 1
PROGRAM Located in West Knoxville across I-40 from Turkey Creek, Outlet Drive is an upgraded 163,000 S.F. BUILDING shell with high ceilings and would create a dymaic and fl exible new location for 80,000 S.F. WAREHOUSE Knox County School Board. Access to and from is effi cient and it offers free parking 518 PARKING SPACES and space for new facilites for Knox County School Board to expand or consolicate other locations in the future. The cost for this location is the Andrew Johnson Building, plus $6 million cash.
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CONCEPT PHOTOS
* SOF draft provided for Knox County consideration and information only. This is not part of the cost proposal from BNA
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REGAL CAMPUS LOCATION ALTERNATE 2
PROGRAM The Regal Campus is the lowest cost and most readily available option. The property 140,600 S.F. BUILDING consists of a series of buildings that contain both offi ce and ample warehouse 397 PARKING SPACES space. Other than cosmetic remodeling, the space is already builtout, wired, and ready for furniture and occupancy. The County would receive this property plus $2 million in cash in exchange for the Andrew Johnson Building.
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CONCEPT PHOTOS
* SOF draft provided for Knox County consideration and information only. This is not part of the cost proposal from BNA
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A N D R E W J O H N S O N
H O T E L & R E S I D E N C E S
PART VII FINANCIAL CAPABILITY
MHM - BNA - DENARK
FINANCIAL CAPABILITY PART VII
FINANCIAL
On the following pages are letters from a few of BNA’s banking and tax credit partners. More information, including a copy of BNA’s most recent financial statement, can be made available upon request.
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A N D R E W J O H N S O N
H O T E L & R E S I D E N C E S
PART VIII AFFIDAVIT
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A N D R E W J O H N S O N
H O T E L & R E S I D E N C E S
PART IX ADDITIONAL INFORMATION
MHM - BNA - DENARK
ADDITIONAL INFORMATION PART IX
We would like to thank Knox County for making this opportunity available. Our team has spent a considerable amount of time and effort in preparing this proposal. To summarize, we believe the following distinguishing factors make this the most competitive, responsive and responsible team:
• Highest & Best Use – The Andrew Johnson was built to be a hotel and we will transform it back to its original purpose, resulting in the most logical and fi nancially viable program.
• Innovative & Flexible Design – While the building’s exterior will be restored to its original glory, the interior spaces will feature modern, innovative concepts that will set new trends for urban living in Knoxville. For example, our proposed “micro-residences” and hotel rooms have identical fl oorplates, which allow for expansion or contraction should either market change in the future.
• Economic Impact – In addition to the $6 million cash purchase to Knox County, our $43 million initial project investment will have a long-term economic impact, resulting in over 100 permanent jobs, $3.7 million in annual gross wages and over $1.5 million in annual sales and hotel/motel taxes.
• Community Impact - This mixed-use project will be a catalyst for the south end of Gay Street. The AJ Hotel and Residences will bring dynamic and vibrant activities to a dormant end of downtown; further connecting downtown with the emerging development along the South Waterfront.
• New Generation of Developer – Compared to several development fi rms of comparable size, BNA is young. Our capacity and experience enables this to be a competitive advantage. BNA knows the Knoxville market but implements a modern approach crafted in larger cities like Nashville and Atlanta. We bring a fresh perspective to real estate development that is unparalleled.
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A N D R E W J O H N S O N
H O T E L & R E S I D E N C E S
PART X EXCEPTIONS
BNA HAS NO EXCEPTIONS
MHM - BNA - DENARK