VAFB_Golf_EUL_FINAL_RFQ_13_May_14.pdf

RFQ Number AFCEC-14-R-0003 Vandenberg AFB Enhanced Use Lease Project

United States Department of the Air Force

Air Force Space Command

(AFSPC)

Air Force Civil Engineer Center (AFCEC)

Enhanced Use Leasing Project Vandenberg Air Force Base

REQUEST FOR QUALIFICATIONS

RFQ No. AFCEC-14-R-0003

PROPOSALS ARE DUE NO LATER THAN:

5:00 pm CST, June 27th, 2014

AIR FORCE CIVIL ENGINEER CENTER/STRATEGIC ASSET UTILIZATION

C/O KEVIN CULP

2261 Hughes Ave. Ste. 155 San Antonio, TX 78236-9853 Voice: (210) 395-9516 Fax: (210) 395-9527 Email: kevin.culp.3@us.af.mil Web site: http://www.afcec.af.mil/eul/

Vandenberg AFB EUL RFQ 13 May 14 http://www.afcec.af.mil/eul/

Table of Contents

SECTION 1.0 EXECUTIVE SUMMARY------------------------------------------------------------------ 1

1.1 AUTHORITY ------------------------------------------------------------------------------------------------------------------------------ 1

1.2 PROJECT ---------------------------------------------------------------------------------------------------------------------------------- 1

1.3 EUL GOALS ------------------------------------------------------------------------------------------------------------------------------- 2

1.3.1 Project Concept --------------------------------------------------------------------------------------------------------------------- 3

1.3.2. Lease Term --------------------------------------------------------------------------------------------------------------------------- 4

1.4 PROPOSAL SUBMITTALS AND SELECTION OF OFFEROR -------------------------------------------------------------------- 4

1.5 SMALL OR DISADVANTAGED BUSINESSES -------------------------------------------------------------------------------------- 5

1.6 PROJECT DOCUMENTS --------------------------------------------------------------------------------------------------------------- 5

SECTION 2.0 EXISTING CONDITIONS ----------------------------------------------------------------- 6

2.1 EXISTING CONDITIONS --------------------------------------------------------------------------------------------------------------- 6

2.2 LEASED PREMISES ---------------------------------------------------------------------------------------------------------------------- 7

2.2.1 Leased Land -------------------------------------------------------------------------------------------------------------------------- 7

2.2.2 Existing Improvements ------------------------------------------------------------------------------------------------------------ 7

2.2.3 Natural Infrastructure ------------------------------------------------------------------------------------------------------------- 8

2.2.4 Transportation and Access ------------------------------------------------------------------------------------------------------- 8

2.2.6 Municipal and Community Services ----------------------------------------------------------------------------------------- 11

2.2.7 Development Considerations-------------------------------------------------------------------------------------------------- 12

SECTION 3.0 PROJECT REQUIREMENTS ------------------------------------------------------------ 16

3.1 GOVERNMENT LEASE CONSIDERATION --------------------------------------------------------------------------------------- 16

3.2 TRANSACTION EXPENSES ---------------------------------------------------------------------------------------------------------- 17

3.3 LEASE TERM --------------------------------------------------------------------------------------------------------------------------- 17

3.4 LEASE EXPIRATION ------------------------------------------------------------------------------------------------------------------ 17

3.5 TAXES ------------------------------------------------------------------------------------------------------------------------------------ 18

3.6 COMMUNITY SUPPORT FACILITIES AND SERVICES ------------------------------------------------------------------------ 18

3.7 INSURANCE REQUIREMENTS ----------------------------------------------------------------------------------------------------- 18

3.8 PAYMENT AND PERFORMANCE BONDS --------------------------------------------------------------------------------------- 18

3.9 LAND USE RESTRICTIONS ---------------------------------------------------------------------------------------------------------- 18

Vandenberg AFB EUL RFQ 13 May 14 i

3.10 ACCESSIBILITY ------------------------------------------------------------------------------------------------------------------------- 19

3.11 MUNICIPAL SERVICES TO BE PROVIDED BY THE GOVERNMENT ------------------------------------------------------- 19

3.12 GOVERNMENT SUPPLIED UTILITIES -------------------------------------------------------------------------------------------- 19

3.13 DEVELOPMENT AGREEMENT ----------------------------------------------------------------------------------------------------- 19

3.14 FINANCING AT LEASE EXECUTION----------------------------------------------------------------------------------------------- 20

3.15 LESSEE EQUITY CONTRIBUTION -------------------------------------------------------------------------------------------------- 20

3.16 CROSS COLLATERALIZATION AND CROSS DEFAULT ------------------------------------------------------------------------ 20

3.17 PROJECT FINANCIAL VIABILITY AND SUSTAINABILITY -------------------------------------------------------------------- 20

3.18 SPECIFIC ACCOUNTS ----------------------------------------------------------------------------------------------------------------- 20

3.18.1 In-kind Consideration Trust Account (only under certain circumstances if IKC offered) ---------------------- 20

3.18.2 Demolition Reserve Account -------------------------------------------------------------------------------------------------- 20

3.19 RELATED PARTY FEES --------------------------------------------------------------------------------------------------------------- 21

3.20 ANTI-TERRORISM/FORCE PROTECTION AND DAVIS BACON ACT ------------------------------------------------------ 21

3.21 CONSTRUCTION CONSULTANT --------------------------------------------------------------------------------------------------- 21

3.22 CODES STANDARDS AND REGULATIONS -------------------------------------------------------------------------------------- 21

3.24 CERTIFICATE OF COMPLIANCE --------------------------------------------------------------------------------------------------- 22

3.25 PROFESSIONAL CERTIFICATION -------------------------------------------------------------------------------------------------- 22

3.26 CONSTRUCTION CONFERENCES ------------------------------------------------------------------------------------------------- 22

3.27 OMITTED ------------------------------------------------------------------------------------------------------------------------------- 22

3.28 ACCESS AND FENCING -------------------------------------------------------------------------------------------------------------- 22

3.29 HISTORIC PRESERVATION PLAN ------------------------------------------------------------------------------------------------- 22

3.30 DEMOLITION PLAN ------------------------------------------------------------------------------------------------------------------ 23

3.31 DISPOSAL SITE ------------------------------------------------------------------------------------------------------------------------ 23

3.32 PROPERTY OPERATIONS ----------------------------------------------------------------------------------------------------------- 23

3.33 RESTRICTIONS ON FOREIGN PARTICIPATION -------------------------------------------------------------------------------- 23

3.34 ENVIRONMENTAL COMPLIANCE ------------------------------------------------------------------------------------------------ 23

3.34.1 Environmental Due Diligence -------------------------------------------------------------------------------------------------- 24

3.34.2 Asbestos Containing Material (ACM) ---------------------------------------------------------------------------------------- 24

3.34.3 Lead-Based Paint (LBP)/Lead-Based Paint Hazards (LBPH) ------------------------------------------------------------ 24

3.34.4 Radon -------------------------------------------------------------------------------------------------------------------------------- 25

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3.34.5 Underground Storage Tanks (USTs) and Oil Water Separators (OWS) --------------------------------------------- 25

3.34.6 Soil ------------------------------------------------------------------------------------------------------------------------------------ 25

3.34.7 Environmental Planning and Consultation Laws, Regulations, and Presidential Executive Orders --------- 25

3.35 PORTFOLIO MANAGEMENT REPORTING REQUIREMENTS -------------------------------------------------------------- 26

SECTION 4.0 INSTRUCTIONS TO OFFERORS ------------------------------------------------------- 27

4.1 GENERAL -------------------------------------------------------------------------------------------------------------------------------- 27

4.1.2 Cancellation of the RFQ by the Government ------------------------------------------------------------------------------ 27

4.1.3 Hold Harmless --------------------------------------------------------------------------------------------------------------------- 27

4.1.4 Amendments to RFQ ------------------------------------------------------------------------------------------------------------- 27

4.2 ESTABLISHING EVALUATION RANGE ------------------------------------------------------------------------------------------- 28

4.3 DISCUSSIONS -------------------------------------------------------------------------------------------------------------------------- 28

4.4 ORAL PRESENTATIONS ------------------------------------------------------------------------------------------------------------- 28

4.5 Restriction on Disclosure and Use of Data ----------------------------------------------------------------------------------- 28

4.6 CONFLICT OF INTEREST ------------------------------------------------------------------------------------------------------------- 29

4.7 SUBMISSION OF OFFERS ----------------------------------------------------------------------------------------------------------- 29

4.7.1 Electronic or Facsimile Offers ------------------------------------------------------------------------------------------------- 29

4.7.2 Submittal Due Dates ------------------------------------------------------------------------------------------------------------- 29

4.7.3 Proposal Packaging --------------------------------------------------------------------------------------------------------------- 29

4.8 SUBMITTAL REQUIREMENTS ----------------------------------------------------------------------------------------------------- 29

4.8.1 Mandatory Clauses --------------------------------------------------------------------------------------------------------------- 29

4.8.2 Proposal Presentation ----------------------------------------------------------------------------------------------------------- 29

4.8.3 RFQ Number ----------------------------------------------------------------------------------------------------------------------- 30

4.8.4 Volume Sections ------------------------------------------------------------------------------------------------------------------ 30

4.8.5 Incomplete Submittals ---------------------------------------------------------------------------------------------------------- 30

4.9 EXECUTION OF PROPOSAL -------------------------------------------------------------------------------------------------------- 30

4.10 LATE SUBMISSIONS, MODIFICATIONS, AND WITHDRAWALS OF PROPOSALS ------------------------------------- 30

4.10.1 Late Submissions ------------------------------------------------------------------------------------------------------------------ 30

4.10.2 Withdrawals of Proposals ------------------------------------------------------------------------------------------------------ 31

4.11 EVIDENCE OF DATES AND TIMES OF MAILING RECEIPTS ----------------------------------------------------------------- 31

4.12 ELECTRONIC COPIES ----------------------------------------------------------------------------------------------------------------- 31

4.13 FINANCIAL PRO FORMA ------------------------------------------------------------------------------------------------------------ 32

4.14 SUBMITTAL REQUIREMENTS FOR ALL OFFERORS -------------------------------------------------------------------------- 33

4.14.1 Material Changes ----------------------------------------------------------------------------------------------------------------- 34

4.15 VOLUME I: PROJECT CONCEPT SUBMITTAL REQUIREMENTS ----------------------------------------------------------- 34

4.15.1 Part A: Factor 1 – Concept------------------------------------------------------------------------------------------------------ 34

Vandenberg AFB EUL RFQ 13 May 14 iii

4.15.2 Part B: Factor 2 - Return to the Government ----------------------------------------------------------------------------- 36

4.16 VOLUME II: CAPABILITY AND EXPERIENCE SUBMITTAL REQUIREMENTS ------------------------------------------- 36

4.16.1 Part A: Factor 3 – Capability and Experience ------------------------------------------------------------------------------ 36

4.16.2 Part B: Factor 3 – Past Performance ----------------------------------------------------------------------------------------- 37

SECTION 5.0 BASIS OF SELECTION ------------------------------------------------------------------ 38

5.1 STRATEGY ------------------------------------------------------------------------------------------------------------------------------ 38

5.2 EVALUATION FACTORS AND SUBFACTORS AND THEIR RELATIVE ORDER OF IMPORTANCE ------------------ 38

5.3 PROJECT PROPOSAL RATINGS ---------------------------------------------------------------------------------------------------- 39

5.4 PAST PERFORMANCE --------------------------------------------------------------------------------------------------------------- 40

5.5 FACTOR 1: CONCEPT ---------------------------------------------------------------------------------------------------------------- 41

5.5.1 Subfactor 1.1: Market Analysis------------------------------------------------------------------------------------------------ 41

5.5.2 Subfactor 1.2: Land Plan -------------------------------------------------------------------------------------------------------- 42

5.5.3 Subfactor 1.3: Financing -------------------------------------------------------------------------------------------------------- 42

5.5.4 Subfactor 1.4: Marketing and Leasing Strategy -------------------------------------------------------------------------- 42

5.5.5 Subfactor 1.5: Property and Asset Management ------------------------------------------------------------------------ 42

5.6 FACTOR 2: RETURN TO THE GOVERNMENT ---------------------------------------------------------------------------------- 42

5.6.1 Subfactor 2.1: Value ------------------------------------------------------------------------------------------------------------- 42

5.6.2 Subfactor 2.2: Negative Risk Response Strategies --------------------------------------------------------------------- 42

5.7 FACTOR 3: CAPABILITY AND EXPERIENCE ------------------------------------------------------------------------------------- 42

5.7.1 Subfactor 3.1: Management Team Experience and Financial Capability ------------------------------------------ 42

5.7.2 Subfactor 3.2: Past Performance --------------------------------------------------------------------------------------------- 43

SECTION 6.0 HIGHEST RANKED OFFEROR EXCLUSIVE NEGOTIATIONS ------------------------ 43

6.1 STRATEGY ------------------------------------------------------------------------------------------------------------------------------ 43

6.2 LEGAL DOCUMENTATION --------------------------------------------------------------------------------------------------------- 43

SECTION 7.0 CONRESSIONAL NOTIFICATION AND REPORTING REQUIREMENTS --------------- 44

7.1 DOCUMENTATION ------------------------------------------------------------------------------------------------------------------- 44

7.2 CLARIFICATIONS ---------------------------------------------------------------------------------------------------------------------- 44

Vandenberg AFB EUL RFQ 13 May 14 iv

LIST OF APPENDICES

Appendix A – Depiction of the Leased Premises

Appendix B – Known Third Party Property Interest

Appendix C – Typical Insurance Requirements

Appendix D – Non-Disclosure Agreement

Appendix E – Offeror’s Cover Page

These and additional appendices will be made available on the AFCEC project website. Please check the website periodically as not all appendices will be added at the same time.

Other possible documents:

- Financial records last 5 years

- Rounds played last 5 years

- Legal and military opinion regarding water rights

- Employment Contracts

- Security measures for golf course and adjacent land

- Military operations affecting parcels

- Agreements with local golf courses

- Maintenance equipment, food/beverage equipment, golf cart info

- Current infrastructure

- Course description and condition

- Environmental issues

- Utility rates

- Lodging description

- Wetlands map

- Clubhouse description and condition

Vandenberg AFB EUL RFQ 13 May 14 v

LIST OF TABLES

Table 1 – Existing Improvements by Area

Table 2 – Acreage of the Leased Land

Table 3 – Existing Improvements by Parcel

Table 4 – Volume Submittals for All Offerors Table 5 – Evaluation Factors and Subfactors – Order of Importance

Table 6 – Ratings

Table 7 – Subfactor 3.2 Ratings

Table 8 – Contact(s) for Clarifications

Vandenberg AFB EUL RFQ 13 May 14 vi

S E C T I O N 1 . 0 E X E C U T I V E S U M M A R Y

1.1 AUTHORITY

Enhanced Used Leasing (“EUL”) is provided under the authority of Title 10, U.S.C. Section 2667 (the “Enabling Statute”), as amended. This authority allows military installations to lease land and facilities to private or public entities in exchange for cash or in-kind consideration in an amount not less than the fair market value (as defined by 21 May 2012 SAF/IEI memorandum titled “Estimating Fair Market Value for Air Force Real Property Transactions”) of the leasehold interest for such land and facilities (the “Leased Premises” as defined in Section 1.2).

Pursuant to this authority, the Department of the Air Force (the “Government”) is issuing a Request for Qualifications (the “RFQ”) to solicit proposals from qualified entities (“Offeror(s)”) interested in entering into an EUL with the Government by means of a site development lease (the “Lease”) and other transaction documents.

1.2 PROJECT

The Government has identified certain real property on Vandenberg AFB available for leasing, in whole or in part, consisting of up to two (2) parcel(s) of real property as more fully described and/or depicted in the attached Appendix A (the “Depiction of Leased Premises”).

This EUL presents two options: (1) Parcel A - approximately 249 acres comprising the Marshallia Ranch Golf Course at Vandenberg AFB and all existing facilities and improvements (the “Course”), or (2) Parcel B (or any portions thereof) - the Course along with up to an additional 551 acres of undeveloped land (the “Properties”) for a term not to exceed fifty (50) years. Option 1 would be for the purpose of managing, operating and maintaining the Course with associated, but limited retail, temporary lodging and food service potential. Option 2 would be Option 1 plus ample land area for additional light commercial uses on largely undeveloped land. By way of example only, “light commercial uses” could be a resort/boutique hotel, resort bungalows, an additional 9 to 18-hole golf course and/or vineyard crops.

The Government is flexible and will entertain a variety of proposals and leasehold configurations for this EUL. However, the two primary options are:

Option 1: a developer leases the Course and other existing facilities/improvements on Parcel A (approximately 249 acres) and manages, operates, and maintains the Course with associated limited retail, temporary lodging, and food service using the industry’s best practices to maximize profits; or

Option 2: a developer leases the Course and other existing facilities/improvements on Parcel A plus additional acreage within Parcel B and agrees to plan/design, obtain approvals/permitting for, finance, develop, own, and operate other light commercial uses that create synergies with, or are at least consistent with, operation of the Course on and up to 551 acres of undeveloped land.

The Government prefers Option 1, with or without minor leasehold variations (could add a few additional acres for Course improvement and related developments). All submittals must include leasing, managing, operating, and maintaining the Course to be acceptable. Consistent with Section 1.3 EUL Goals, financial sustainability and success of the Course is paramount. The final selection will be made based on the submittal that provides the best overall value to the Government. The Government will determine which option, or variation thereof, offers such best overall value to the Government after giving due consideration to the level of development risk reflected in each Offeror’s submission.

Vandenberg AFB EUL RFQ 13 May 14 1

The Leased Land contains certain Government-owned facilities/improvements and personal property, as described in Section 1.3.1.1 (the “Existing Improvements”), that will, unless otherwise provided in this RFQ, be leased to the Highest Ranked Offeror (the “HRO”; as used herein the term “HRO” shall include any successors or assigns of the HRO approved by the Government or, in the event that the Government terminates exclusive negotiations with an HRO as set forth herein, then the term “HRO” shall mean the new HRO (as defined below)) upon execution of the Lease.

The term “Leased Premises” includes Leased Land and Existing Improvements, if any. The Leased Premises will contain certain additional improvements and personal property to be constructed or placed on the Leased Land by the HRO and owned, managed, operated, and maintained by the HRO in accordance with the Lease (the “EUL Improvements”). The Leased Premises and EUL Improvements are collectively referred to herein as the “Project.”

The Government is looking to the golf/development community to determine a means of maximizing the value of the Leased Premises. Offerors are encouraged to consider all opportunities that provide a direct benefit to the Government consistent with the requirements set forth in Section 3.

Upon selection, the Offeror will finalize plans for development, management, and operation of the Project in a manner that is acceptable to the Government.

1.3 EUL GOALS

The goals of the Project are to identify the Offeror who can best:

• Develop a successful, long-term, mutually beneficial business relationship with the Government;

• Maximize the value of the Project to the Government within the constraints and restrictions identified by the RFQ;

• Design and develop the Project in a manner that is compatible with Government uses on land located adjacent to the Leased Premises;

• Design, construct, finance, own, operate, maintain and manage the Project consistent with best commercial practices as determined by the Government;

• Deliver consideration (cash or in-kind) to the Government in an amount not less than the fair market value of the leasehold interest to be granted by the Government;

• Maintain positive relations with local governmental authorities and the communities adjacent to the Project;

• Manage, operate, and maintain the Course in a manner that benefits both the Government and the HRO by providing a high quality golfing experience, food/beverages, as well as limited temporary lodging;

• Provide reduced rates for all active duty, retired Military, and active or retired DoD civilian employees similar to the existing tiered rate structure (http://www.30fss.com/golf.html);

• Ensure the Course is sustainable and financially viable;

• Operate the Course in the most energy efficient manner which includes water conservation techniques; and

Renovate, upgrade and maintain Marshallia Ranch to modern living standards for similar historical temporary lodging facilities, in compliance with agreements established with the CA State Historic Preservation Officer upon completion of Section 106 consultation under the

Vandenberg AFB EUL RFQ 13 May 14 2

NHPA. All current NAF furnishings, fixtures, and equipment (FF&E) will need to be repurposed by the Vandenberg AFB lodging operation. These assets could be sold to the HRO.

1.3.1 Project Concept

The Project involves a non-Federal Acquisition Regulation (FAR) real estate transaction with the HRO, under which the Government proposes to lease the Leased Premises as described in Sections 1.3.1.1 and 1.3.1.2 to the HRO “as is/where is” for the Lease Term as described in Section 1.3.2. The HRO shall obtain any necessary financing, and design, construct, operate, maintain and manage the Project for the Lease Term. The HRO shall provide the Government consideration in an amount that is not less than the fair market value of the leasehold interest for the Leased Premises.

This Enhanced Use Lease (EUL) opportunity offers two primary options: (1) approximately 249 acres comprising the Marshallia Ranch Golf Course at Vandenberg AFB and existing facilities/improvements (the “Course”), or (2) the Course along with up to an additional 551 acres of undeveloped land (the “Properties”) for a term not to exceed fifty (50) years.

Option 1 would be for the purpose of managing, operating and maintaining the Course with associated limited retail, temporary lodging, and food service potential.

Option 2 would be for Option 1 plus additional light commercial use on the undeveloped land. Examples of additional “light commercial use” are a resort/boutique hotel, resort bungalows, an additional 9-18 hole golf course and vineyard crops. This option would involve HRO compliance with additional federal, state, and other local requirements to develop and construct improvements on currently undeveloped land. Such additional requirements would be the same county requirements as any other developer would face on projects of non-federal land in Santa Barbara County. This includes but is not limited to all county zoning, planning, public hearing and permitting and approval processes.

1.3.1.1 Existing Improvements

At the Lease execution, the Government will lease the Leased Premises, described in this Section and Section 1.3.1.2, including 18 existing improvements (including 7 actual buildings) located on Parcel A as further described in Section 2.0, Existing Conditions. Any restrictions specific to individual facilities are identified in Sections 2.0 and 3.0.

Table 1 below provides a list of the facilities to be leased to the HRO.

Vandenberg AFB EUL RFQ 13 May 14 3

Table 1 – Existing Improvements by Parcel

FACILITY # FACILITY TYPE SIZE YEAR CONSTRUCTED

1301 Billboard 1 EA 1988 1311 Open Storage 8,092 SF 1942 1321 Helicopter Pad 1334 Equipment Pad - Trash 261 SF 1997 1335 Clubhouse 13,800 SF 1997 1336 Exterior Lighting 15 EA 1997 1337 Electrical Substation 12KV 1997 1338 Lodging 3,833 SF 1942 1339 Vehicle Service Rack 390 SF 1987 1343 Fence 340 LF 1983 1344 Storage 4,000 SF 1971 1345 Vehicle Fuel Rack 1,000 SF 1980 1350 Maintenance Building 8,160 SF 2005 1351 Electrical Substation 150KV 2005 1370 Restroom 540 SF 1995 1371 Restroom 540 SF 1995 1374 Driving Range 2 AC 1959 1375 18-hole Golf Course 237 AC 1959

The golf course includes improvements expected for successful operation of a golf course such as tees, greens, fairways, roughs, bunkers, cart paths, ponds, waterways, golf irrigation systems (including pump houses), signage, parking lot, etc.

1.3.1.2 Leased Land

At Lease execution, the Government could lease up to approximately 800 acres of land to the HRO consisting of two (2) parcel(s) as identified in the following table:

Table 2 – Acreage of the Leased Land

LAND AREA APPROXIMATE ACRES

Parcel A 249 acres (Marshallia Ranch Golf Course)

Parcel B 551 (Surrounding available acreage)

TOTAL 800

1.3.2. Lease Term

The maximum term of the Lease is 50 years (the “Lease Term”). The Offeror may propose a Lease Term of less than 50 years.

1.4 PROPOSAL SUBMITTALS AND SELECTION OF OFFEROR

Existing conditions, Project requirements and additional information are included in Sections 2.0 and 3.0. Offerors should use this information when developing their proposals, but need not submit all items specified in Section 3.0. Specific proposal submittal and evaluation requirements are outlined in Sections 4.0 and 5.0. After evaluating all Offerors’ proposals, the

Vandenberg AFB EUL RFQ 13 May 14 4

Government will determine the proposal most advantageous to the Government and identify the HRO using the factors and sub-factors described in Sections 4.0 and 5.0. After identification of the HRO, the Government will enter into exclusive negotiations with the HRO to address all of the requirements set forth in Sections 3.0 and 6.0.

1.5 SMALL OR DISADVANTAGED BUSINESSES

No evaluation credit will be provided for small and/or disadvantaged business participation.

1.6 PROJECT DOCUMENTS

The Air Force Civil Engineer Center (AFCEC) EUL Website (http://www.afcec.af.mil/eul/) contains template legal documents that reflect terms and conditions essential to the Government.

Offerors are encouraged to familiarize themselves with those templates to gain an understanding of these essential terms and conditions. Absent Government agreement to the contrary during negotiations with the HRO, (i) such terms and conditions will be included in the final Project Documents, as defined below, and (ii) the format of the final Project Documents will be substantially similar to the template legal documents. The Project Documents necessary to implement the Project shall include, but are not necessarily limited to, the following—

• Lease(s) (and perhaps additional utility ROWs/easements);

• Development Agreement, that includes, but not limited to, the following plans and agreements:

• Land Plan;

• Organization Plan;

• Pro Forma;

• Marketing and Leasing Plan;

• Property and Asset Management Plan;

• Risk Mitigation Plan;

• Construction Management Plan (primarily for Option 2 but will apply to Option 1 if major changes to the existing buildings are proposed);

• In-kind Consideration Plan (if offered);

• Development Agreement Site Plan (primarily for Option 2);

• Historic Preservation Plan;

• Utilities Plan (particularly for potable/non-potable water supply/distribution);

• Demolition Plan (probably not applicable for Option 1);

• Landscaping Plan to include any planned Eucalyptus tree removal/replacement;

• Santa Barbara County Planning Permit (probably not applicable for Option 1);

• Santa Barbara County well permits or a State Water Allocation Agreement (probably not applicable for Option 1);

• Emergency Plan/Hold Harmless Agreement (HRO to pay prevailing rate)

• Incident Evacuation Plan/Hold Harmless Agreement (Current pad requiring this Plan/Agreement has not been used in ten years and thus evacuation is very unlikely. In the

Vandenberg AFB EUL RFQ 13 May 14 5 chance it is used again, the Installation would provide X days’ notice that the course, including but not limited to, the Golf Course, commercial buildings, hotels/bungalows, etc.

must be evacuated during these times);

• UCC-1 Financing Statement(s) and other security agreements (only applicable for in-kind consideration trust/escrow accounts, if any);

• Trust/Escrow Agreement; and

**NOTE: not all of the listed plans and documentation in this RFQ shall be required should Option 1 be exercised (i.e., leasing of the Course). Option 1 may include actions/activities that do not drastically change the Course’s operations, i.e., construction/renovation/realignment/ repair of fairways or greens, improvements to the driving range, additional food and beverage outlets, improving/adding maintenance and/or support facilities at the Course/Marshallia Ranch. Proposed EUL Improvements associated with Option 1 will be considered on a case-by-case basis as to the prerequisite plans and documentation.

S E C T I O N 2 . 0 E X I S T I N G C O N D I T I O N S

2.1 EXISTING CONDITIONS

To the best of the Government's Actual Knowledge, the Government is not aware of any existing conditions that would prevent development on the Leased Land, except as can be reasonably inferred from the information on the environmental conditions and constraints as disclosed or made available to the Offerors. The Government will provide Offerors with access to all relevant environmental documentation concerning the Leased Premises known, to the best of the Government’s Actual Knowledge, to be in the Government’s possession. Prior to executing a lease, the Government will complete an Environmental Baseline Survey (EBS) of the Leased Premises and deliver a copy of the EBS to the HRO. The EBS sets forth, in a manner consistent with relevant American Society for Testing and Materials (ASTM) due diligence standards, those environmental conditions and matters known, to the best of the Government’s Actual Knowledge, to be on and affecting the Leased Premises as determined from the records and analyses reflected therein, and existing as of the date stated in the EBS. As used in this RFQ, the term "Actual Knowledge" means the knowledge actually known to the installation's environmental office or that could be reasonably inferred to have been known to the installation's environmental office after commercially reasonable investigation.

The property is located on a DoD military installation which includes an operational runway and space launch complexes. Mission related noise, frequency spectrum regulation and security requirements can be expected.

If Option 1: the Air Force will prepare National Environmental Policy Act (NEPA) to support the transaction documentation and lease.

If Option 2: the HRO shall be responsible, at its own expense and in close coordination with the base environmental office, for preparing any required environmental impact assessment/analysis (EIA) to the satisfaction of the Government for the reasonably foreseeable environmental impacts associated with the Project, as required by the NEPA, regulations published by the Council on Environmental Quality at 40 C.F.R. Parts 1500 to 1508, and regulations published by the Air Force at 32 C.F.R. Part 989. The HRO shall also be responsible, at its own expense, for preparing EIA to the satisfaction of the State of California and all associated documentation required for the Project, as required by the California Environmental Quality Act (CEQA). An HRO must comply with NEPA/CEQA prior to Lease(s) execution.

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The HRO and Government shall reach an agreement with respect to the physical appearance and condition (state of repair) of the Existing Improvements on the Leased Land as shown in Table 1, and the Government shall prepare and execute a Physical Condition Report evidencing such agreement.

The Leased Premises will be leased to the HRO “as-is/where-is” without any warranties, representations or guarantees, either expressed or implied, of any kind, nature or type whatsoever, from or on behalf of the Government. The Government is leasing the Leased Land subject to both recorded and unrecorded third party property interests in the Project. To the best of the Government's Actual Knowledge, a list of third party property interests in the Project is attached hereto as Appendix B.

2.2 LEASED PREMISES

2.2.1 Leased Land

The Leased Land is generally shown on Appendix A. Refer to Table(s) 1 and 2 in Section

1.0 for summaries of the Existing Improvements and Leased Land.

Option 1 would be for the purpose of managing, operating and maintaining the Course with associated limited retail, temporary lodging, and food service potential.

Option 2 would be for Option 1 plus additional light commercial uses on the undeveloped land.

The Leased Land could consist of up to approximately 800 acres on two (2) contiguous Parcels (Parcels A and B). The leased land is located inside the Vandenberg AFB boundary in the north central part of the installation but is outside the fence line and therefore easily accessible by the public. Vandenberg AFB is located in Santa Barbara County, CA. Vandenberg AFB’s golf course, known as the Marshallia Ranch Golf Course, is approximately 20 miles from Santa Maria, CA and approximately 18 miles from Lompoc, CA. The topography of the Leased Land includes woods, fields, wetlands and rolling hills. The description of the Leased Land set forth in 2.2.1 is only intended to be a general description of the Leased Land and it shall be the responsibility of the HRO to perform any due diligence investigations necessary to ascertain a more accurate description of the Leased Land.

2.2.2 Existing Improvements

The Leased Land is improved with the Existing Improvements described in Table 3 below. The table describes the Existing Improvements on the Leased Land, including, to the best of the Government's Actual Knowledge, approximate square feet, type of construction, year constructed, current tenants, date of last major renovations, and whether or not any facilities are designated as listed or eligible for listing in the National Register of Historic Places. The description of the Existing Improvements set forth in Table 3 is only intended to be a general description of the Existing Improvements and it shall be the responsibility of the HRO to perform any due diligence investigations necessary to ascertain a more accurate description of the Existing Improvements.

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Table 3 – Existing Improvements by Parcel

PARCEL FACILITY # FACILITY TYPE SIZE TYPE OF CONSTRUCTION YEAR CONSTRUCTED CURRENT TENANTS LAST RENOVATION HISTORIC A 1301 Billboard 1 EA Block 1988 30 FSS A 1311 Open Storage 8,092 SF Earth 1942 30 FSS 19-Jul-02 A 1321 Helicopter Pad A 1334 Equipment Pad - Trash 261 SF Concrete 1997 30 FSS A 1335 Clubhouse 13,800 SF Masonry 1997 30 FSS A 1336 Exterior Lighting 15 EA Pole 1997 30 SSN A 1337 Electrical Substation 12KV Wood/Masonry 1997 30 CES A 1338 Lodging 3,833 SF Local Indigenous Material 1942 30 FSS 2007 19-Jul-02 A 1339 Vehicle Service Rack 390 SF Concrete 1987 30 SSN A 1343 Fence 340 LF Metal 1983 30 CES A 1344 Storage 4,000 SF Metal 1971 30 FSS A 1345 Vehicle Fuel Rack 1,000 SF Wood/Masonry 1980 AAFES A 1350 Maintenance Building 8,160 SF Concrete Block 2005 30 FSS A 1351 Electrical Substation 150KV Wood/Masonry 2005 30 CES A 1370 Restroom 540 SF Concrete Block 1995 30 FSS A 1371 Restroom 540 SF Concrete Block 1995 30 FSS A 1374 Driving Range 2 AC Earth 1959 30 FSS 23-Sep-09 A 1375 18-hole Golf Course 237 AC Earth 1959 30 FSS 23-Sep-09

The golf course includes improvements expected for successful operation of a golf course such as tees, greens, fairways, roughs, bunkers, cart paths, ponds, waterways, golf irrigation systems (including pump houses), signage, parking lot, etc.

In addition, some of the facilities such as the lodging, clubhouse, etc. have furniture, fixtures, and equipment that may be sold to the HRO.

2.2.3 Natural Infrastructure

Omitted.

2.2.4 Transportation and Access

The following is a general description of the permitted transportation means and ingress and egress to and from the Leased Premises:

The Vandenberg golf course, known as Marshallia Ranch (Parcel A) is approximately 20 miles from Santa Maria, CA and approximately 18 miles from Lompoc, CA. It is located off a two lane paved road 3.5 miles west of Hwy 1 on Koa Rd and is open to the general public. Entrance through a base gate is not required to access any portion of the Leased Premises.

2.2.5 Infrastructure and Utilities

The following is a general description of the infrastructure and utility systems, (e.g., roads, water, sewer, electric, natural gas, and steam) associated with the Leased Premises. Utility systems as they currently exist are not capable of supporting additional Project development under Option 2. The description of the infrastructure and utility systems set forth in 2.2.5 is only intended to be a general description of such infrastructure and utility systems and it shall be the responsibility of the HRO, at its sole cost and expense, to construct, expand or otherwise alter utility systems necessary to support Project development. The Government does not make any representations or warranties of any kind, express or implied, relating to the condition, merchantability or fitness for a particular purpose of such infrastructure and utility systems, including, Vandenberg AFB EUL RFQ 13 May 14 8 without limitation, their suitability for the HRO's development of the Leased Premises or the status of such infrastructure's and utility systems' maintenance or operation.

2.2.5.1 Electrical

All electrical distribution infrastructure for the Course that is located on the Air Force’s side of the point of demarcation (POD) is owned, operated, and maintained by 30 Civil Engineers at Vandenberg AFB. A 12kv primary overhead/underground and a secondary overhead distribution line feed the existing Course (Parcel A). Parking lot lights in the area are 208 volts/250 watts.

Such electrical distribution infrastructure is currently supported by base assets, but will become the responsibility of the HRO on the HRO side of the POD when a lease is signed.

If Option 2 is exercised, the HRO will be required to work with the county and the local electric service provider to obtain adequate electrical service without reliance on the base or its existing infrastructure.

2.2.5.2 Natural Gas/Propane

No natural gas is supplied to the Leased Premises. However, two propane tanks service Bldgs. 1338 and 1350. If the HRO wants to continue to use these propane tanks, it must establish its own account with a propane distributor and assume responsibility for, and pay for all costs associated with, the provisioning of propane.

If Option 2 is exercised, the HRO will be required to work with the county and/or the local natural gas company/propane distributor to obtain its own natural gas/propane without reliance on the base or its existing infrastructure.

2.2.5.3 Steam/Chilled Water

Not Applicable (N/A).

2.2.5.4 Water

Currently operated, and maintained by 30 Civil Engineers at Vandenberg AFB. A 6”-12” water main runs through Parcel B that services the Course complex in Parcel A. Annual water allocation is approximately 90% State Water Project and 10% supply wells, but does vary. Three fire hydrants service the main complex in Parcel A. If the HRO leases the existing infrastructure and purchases water from the base, a utility services agreement must be executed. The water rate for non-federal users is currently about $14.02/Kgal. At current water usage levels, the annual cost of water to the HRO would be about $979,000 to operate and maintain the Course.

As a more economical alternative, an HRO may request and will be granted the necessary rights to construct a water line from the Course to the base’s water pump house. The distance to the pump house is approximately 2.0 miles. All associated costs for planning, design, local permitting/approval, and construction of such a water line including pumps, utilities, and environmental compliance requirements will be the sole responsibility of the HRO. However, this alternative would allow the Course to obtain water from the base’s supply well field at a rate that is currently $0.75/Kgal. At current water usage levels, Vandenberg AFB EUL RFQ 13 May 14 9 the annual cost of water to the HRO would be less than $200,000. This rate represents the current cost of production from the base’s well field that could escalate over time. Water from the base’s wells is untreated, but is suitable for watering the Course, which constitutes about 90% of the total annual water usage. (Note: unless the HRO is willing to construct and operate a water treatment facility, potable water under this alternative would still have to be purchased from the base using the existing water treatment and distribution systems, as well as the existing connections.)

Because under either alternative, the base’s potable/drinking water distribution infrastructure would probably remain connected and be used to deliver potable water, such infrastructure would continue to be supported under Option 1 by base assets on a reimbursable basis.

If Option 2 is exercised, the HRO will be required to work with the county and the local water purveyor to obtain adequate water supplies without reliance on the base underground water sources, its existing infrastructure, or its own State water allocations under the contract with the State.

In either scenario, the possibility of water shortages/conservation efforts could affect the ability to use well water and the offeror may be required to engage in mandatory conservation measures. The State has cutoff allocations in the past due to droughts and the installation has returned to well water during certain periods. If water is needed for other purposes, the golf course may not be a top priority.

2.2.5.5 Sewer

Owned, operated, and maintained by 30 Civil Engineers at Vandenberg AFB.

System consists of a 6” gravity flow sewer line with five septic tanks and four leach fields.

Currently supported by base assets, but will become the responsibility of the HRO on the HRO side of the POD when a lease is signed.

If Option 2 is exercised, the HRO will be required to work with the county and the wastewater utility to procure collection and wastewater treatment services without reliance on the base or its existing infrastructure.

2.2.5.6 Storm Drainage

Owned, operated, and maintained by 30 Civil Engineers at Vandenberg AFB. 10” service storm drain system with storm inlets. Currently supported by base assets, but will become the responsibility of the HRO on the HRO side of the POD when a lease is signed.

If Option 2 is exercised, the HRO will be required to work with the county and satisfy all requirements for new construction/development to include construction of any necessary storm drainage systems without reliance on the base or its existing infrastructure.

Vandenberg AFB EUL RFQ 13 May 14 10

2.2.5.7 Telephone

Fiber/copper connections are owned and maintained by 30 Space Communications Squadron at Vandenberg AFB. Currently supported by base assets, but will become the responsibility of the HRO on the HRO side of the POD when a lease is signed. The lodging facility will require the installation of a new communication network, separate from the base infrastructure.

If Option 2 is exercised, the HRO will be required to work with the local communications service providers to procure adequate telephone/data services without reliance on the base or its existing infrastructure.

2.2.5.8 Computer Network Lines

Fiber/copper connections owned and maintained by 30th Space Communications Squadron at Vandenberg AFB. Currently supported by base assets, but will become the responsibility of the HRO on the HRO side of the POD when a lease is signed. . The lodging facility will require the installation of a new communication network, separate from the base infrastructure.

If Option 2 is exercised, the HRO will be required to work with the local communications service providers to procure adequate telephone/data services without reliance on the base or its existing infrastructure.

2.2.5.9 Cable TV

Currently supported by base assets, but will become the responsibility of the HRO when a lease is signed. Broadcast television services are currently provided by DirecTV through services contracted with Coast Satellite.

If Option 2 is exercised, the HRO will be required to work with the local service provider(s) to install an adequate system and establish accounts separate from base infrastructure.

2.2.5.10 Pavements

Pavements consist of 1200 SY of paved driveways, 1.14 acres of paved parking area, 1.6 acres unpaved parking area, and .4 miles of improved/asphalt road surfaces within the Leased Premises, primarily Parcel A. All is owned and maintained by 30 Civil Engineers at Vandenberg AFB. Currently supported by base assets, but will become the responsibility of the HRO when a lease is signed.

If Option 2 is exercised, the HRO will be required to work with the county to prepare and obtain approval for a transportation plan. The HRO would be responsible for new construction/installation of roadways and pavements. The HRO would be responsible for all new and/or existing pavements (if any).

2.2.6 Municipal and Community Services

2.2.6.1 Police and Fire Protection Services

Currently supported by base assets and would continue to be supported under Option 1 on a reimbursable basis.

If Option 2 is exercised, the HRO will be required to work with the county and/or city to obtain law enforcement and firefighting services.

Vandenberg AFB EUL RFQ 13 May 14 11

2.2.6.2 Security Services

Currently supported by base assets and would continue to be supported under Option 1 as appropriate on a reimbursable basis.

If Option 2 is exercised, the HRO may be required to coordinate with the county sheriff and hire private security services if desired.

2.2.6.3 Refuse and Recycling

The HRO will be required to work with the county and local provider to obtain its own refuse/recycling collection and disposal services.

2.2.6.4 Snow and Ice Removal

Normally N/A, however, the HRO would be required to accomplish its own snow and ice removal, whenever applicable.

2.2.6.5 Grounds Maintenance

Currently supported by base assets, but will become the responsibility of the HRO when a lease is signed.

2.2.6.6 Other Contracts

Currently, Vandenberg leadership has concessioner out all of their Food & Beverage operations under the Air Force Food Transformation Initiative (FTI).

While this was both known and understood to the awarded FTI contractor (Sodexo) at time of award under…