FINAL_1._RFQ_VAFB_EUL.PDF

Request For Qualifications No. AFCEC-16-R-0007 Page 1 of 26 Vandenberg Air Force Base

United States Department of the Air Force

Air Force Civil Engineer Center (AFCEC)

Air Force Space Command

(AFSPC)

Enhanced Use Lease Project Vandenberg Air Force Base, CA

Request for Qualification (RFQ)

No. AFCEC-16-R-0007

PROPOSALS ARE DUE NO LATER THAN

5:00 P.M. CT on October 31, 2016 in accordance with Section 3.3, Submission of Responses

Request For Qualifications No. AFCEC-16-R-0007 Page 2 of 26

Table of Contents

SECTION 1.0 PROJECT SUMMARY

1.1 STATUTORY AUTHORITY………………………………………………………………………………………………………………………………..6

1.2 EUL OBJECTIVES

1.3 EXISTING IMPROVEMENTS AND CONDITIONS…………………………………………………………………………………….…………7

SECTION 2.0 GENERAL LEASE REQUIREMENTS

2.1 STATUTORY REQUIREMENTS……………………………………………………………………………………………………….………………..9

2.2 OTHER TERMS AND REQUIREMENTS

2.3 FINANCIAL REQUIREMENTS

2.4 DEVELOPMENT AND USE REQUIREMENTS

SECTION 3.0 INSTRUCTIONS TO OFFERORS

3.1 GENERAL

3.2 RESTRICTION ON DISCLOSURE AND USE OF DATA

3.3 SUBMISSION OF RESPONSES

3.4 SECTION A, FACTOR 1 – PROJECT DESCRIPTION SUBMITTAL REQUIREMENTS

3.5 SECTION B, FACTOR 2 – RETURN TO THE GOVERNMENT

3.6 SECTION C, FACTOR 3 – CAPABILITY AND EXPERIENCE

3.7 SECTION D, FACTOR 4 – PROJECT PLAN AND SCHEDULE

SECTION 4.0 BASIS OF SELECTION

4.1 SOURCE SELECTION STRATEGY

4.2 FACTOR 1: PROJECT DESCRIPTION

4.3 FACTOR 2: RETURN TO THE GOVERNMENT

4.4 FACTOR 3: CAPABILITY AND EXPERIENCE

4.5 FACTOR 4: PROJECT EXECUTION PLAN AND SCHEDULE

Request For Qualifications No. AFCEC-16-R-0007 Page 3 of 26

4.6 EVALUATION COLOR RATINGS

SECTION 5.0 HIGHEST RANKED OFFEROR SELECTIONS

5.1 STRATEGY

5.2 LEGAL DOCUMENTATION

SECTION 6.0 CONGRESSIONAL NOTIFICATION AND REPORTING REQUIREMENTS

6.1 DOCUMENTATION

6.2 CLARIFICATIONS

Request For Qualifications No. AFCEC-16-R-0007 Page 4 of 26

LIST OF APPENDICES

Composite Appendix “A” – Map of the Property

Composite Appendix “A-2” – List of Existing Improvements and Other Infrastructure on the Property

Appendix “B” – Existing Encumbrances and Third Party Property Interests

Appendix “C” – Insurance Requirements

Appendix “D” –Mandatory Clauses

Appendix “E” – Offerors Cover Page

Appendix “F” Non –Disclosure Agreement

Request For Qualifications No. AFCEC-16-R-0007 Page 5 of 26

LIST OF TABLES

Table 1 – Acreage of the Property

Table 2 – Evaluation Factors, Subfactors and Submittal Format

Table 3 – Performance Color Ratings

Table 4 – Confidence Color Ratings

Request For Qualifications No. AFCEC-16-R-0007 Page 6 of 26

S E C T I O N 1 . 0 P R O J E C T S U M M A R Y

1.1 STATUTORY AUTHORITY

a. Executive Order 13327, Federal Real Property Asset Management, establishes: “It is the policy of the United States to promote the efficient and economical use of America’s real property assets and to assure management accountability for implementing Federal real property management reforms.” Furthermore, policy from the Deputy Assistant Secretary of the Air Force (Installations) directs, “The Air Force cannot afford to disregard or discount the value of any asset, and we must optimize the real and potential value of those assets.”

b. Title 10 U.S.C. Section 2667 (the “Enabling Statute”), as amended, allows the Government to lease real property to non-Federal entities in exchange for consideration in an amount that is not less than the fair market value of the leasehold interest.

c. Pursuant to the foregoing Executive Order and Statutory authority, the Department of the Air Force (the “Government” or “Air Force”) has identified certain real property located at Vandenberg Air Force Base, Santa Barbara County, California, comprised of two (2) parcels;

Parcel A (commonly known as the Marshallia Ranch Golf Course) containing approximately 250 acres and Parcel B containing approximately 800 acres of land available for leasing. The Government is issuing this Request for Qualifications (the “RFQ”) to solicit proposals from qualified entities (“Offeror(s)”) interested in leasing all of Parcel A and all or any portion of Parcel B from the Government via a written ground lease agreement (the “Lease” or “EUL”) for the purposes of financing, permitting, constructing, installing, owning, maintaining and operating improvements thereupon for a commercial (non-Federal government) development or use (collectively, the “Project”). The Property is more generally depicted in Composite Appendix A-1 attached hereto. As used in this RFQ, the term “Property” means Parcel A and Parcel B together with certain existing improvements and infrastructure more particularly listed or depicted in Composite Appendix A-2 attached hereto.

1.2 EUL OBJECTIVES

The Government’s objectives in issuing this RFQ and leasing the Property include, but are not limited to, the following (collectively, the “EUL Objectives”):

a. Qualifying and selecting an Offeror that will optimize the use of the Property in accordance with the Enabling Statute and within the constraints and restrictions documented in the RFQ;

b. Qualifying and selecting an Offeror that will optimize the consideration to be received by the

Government (in cash or in-kind) from the Offeror in exchange for granting a leasehold interest in the Property;

c. Qualifying and selecting an Offeror that will lease the Property in a manner that is compatible with the Government mission and adjacent Government uses;

d. Qualifying and selecting an Offeror that will lease the Property in a manner that minimizes environmental and cultural impacts;

e. Qualifying and selecting an Offeror that will lease the Property consistent with best commercial practices; and

Request For Qualifications No. AFCEC-16-R-0007 Page 7 of 26

f. Qualifying and selecting an Offeror that will lease the Property in a manner that supports positive relations with the local Governmental authorities adjacent to the Property.

1.3 EXISTING IMPROVEMENTS AND CONDITIONS

a. THE GOVERNMENT WILL LEASE THE PROPERTY “AS-IS/WHERE-IS” FOR THE LEASE TERM

WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESSED OR

IMPLIED, OF ANY KIND, NATURE OR TYPE WHATSOEVER, FROM OR ON BEHALF OF THE

GOVERNMENT.

b. Offerors shall rely solely and exclusively on their own independent investigation and due diligence in determining whether the Property is suitable for their proposed use.

c. The Property consists of approximately 1,050 contiguous acres of land is comprised of two

(2) parcel(s) as identified in the following:

Table 1 – Acreage of the Property

LAND AREA APPROXIMATE ACRES

Parcel A Marshallia Ranch Golf Course consisting of acres and existing improvements

Parcel B 800 acres of undeveloped land

Total Acreage approximately up to 1,050 contiguous acres, more or less

Marshallia Ranch House, a Historic building on Parcel A, located on one acre is NOT included in the Property of this EUL. The Marshallia Ranch Golf Course is currently opperated by the Government and is in the process of being closed. PARCEL A WILL BE LEASED SUBJECT TO AND

UPON COMPLETION OF ALL SUCH CLOSURE ACTIVITES AND REQUIREMENTS.

d. Without limiting the foregoing, to the best of the Government's Actual Knowledge, as hereinafter defined, the Government is not aware of any existing conditions that would prevent development on the Property, except as is expressly provided in any information disclosed or made available to the Offerors. To the extent possible, the Government will provide Offerors with access to all relevant and available environmental documentation concerning the Property known, to the best of the Government’s Actual Knowledge, to be in the Government’s possession. Prior to executing the Lease, if not previously completed, the Government shall provide an updated Environmental Baseline Survey of the Property (the “EBS”) and deliver a copy of the EBS to the Offeror. 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 Property 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 information actually known to the

Request For Qualifications No. AFCEC-16-R-0007 Page 8 of 26

Government or that could be reasonably inferred to have been known to the Government after commercially reasonable investigation.

e. The Offeror shall be responsible, at its own expense, for preparing an Environmental Analysis (EA) to the satisfaction of, and to be signed by, the Government of the reasonably foreseeable environmental impacts associated with the Offeror’s proposed use of the Property, as required by the National Environmental Policy Act (“NEPA”), regulations published by the Council on Environmental Quality at 40 C.F.R. Parts 1500 to 1508, and regulations published by the Government at 32 C.F.R. Part 989. The Offeror must complete the EA and the Government must fully comply with NEPA prior to entering into and executing a Lease.

f. The Offeror, in cooperation with the Government, will also need to complete, at the Offeror’s sole cost and expense and in consultation with the Government, all actions required to satisfy Government obligations for environmental planning and consultation laws and regulations, to include, but not limited to, the Endangered Species Act (including, without limitation, compliance with DoD and Air Force policies), the NEPA, cultural resources laws and regulations, to include the National Historic Preservation Act, Presidential Executive Orders 11988 and 13690 (Floodplain Management) and 11990 (Protection of Wetlands), Clean Air Act conformity requirements, and Coastal Zone Management Act. This would include, without limitation, compliance with applicable DoD and Air Force policies, directives and instructions associated with applicable environmental resources, issues and concerns. This would also include preparation for Government approval of the Finding of No Practicable Alternatives (FONPA), as may be required, if any development impacts floodplains and/or wetlands as defined by the Executive Orders cited.

g. The Offeror and Government shall reach an agreement with respect to the physical appearance and condition of the Property, and shall prepare and execute a Physical Condition Report, as hereinafter defined, evidencing their agreement prior to lease execution.

h. The Government is leasing the Property subject to all existing encumbrances (recorded and unrecorded). To the best of the Government's Actual Knowledge, a list of such existing encumbrances and third party rights or agreements is attached hereto as Appendix “B.”

i. The legislative jurisdiction of the Property is federal exclusive with the following express reservations by the State: (1) the right to tax non-federal entities on base; and (2) the right to serve criminal or civil process on base. The Government will engage in the process of changing the legislative jurisdiction from federal exclusive to concurrent jurisdiction or as the Government otherwise determines to be in its best interest.

j. The Property is located in Santa Barbara County, California.

S E C T I O N 2 . 0 G E N E R A L L E A S E R E Q U I R E M E N T S

The following lists general requirements that shall be complied with by the Offeror and/or the Government to lease the Property (collectively, the “General Lease Requirements”). This is not an exhaustive list of requirements; there may be other requirements which may apply to leasing

Request For Qualifications No. AFCEC-16-R-0007 Page 9 of 26 the Property and/or to the specific use of the Property proposed by the Offeror(s). The Government has the right to impose any and all requirements necessary or desired to ensure the Lease is in compliance with applicable Federal laws and Air Force policies.

2.1 STATUTORY REQUIREMENTS – 10 U.S.C. §2667

a. The Lease cannot be for a term of more than five (5) years unless the Offeror proposes and the Government determines that a longer term promotes national defense or is in the Government’s interest. The Offeror(s) shall demonstrate that the length/term of Lease proposed is reasonably necessary or otherwise required.

b. The Government shall have the right to revoke the Lease at any time, unless the Government determines that the omission of such a right will promote national defense or be in the Government’s interest.

c. The Government shall receive consideration in a total amount that is not less than the fair market lease value of the Property.

d. The consideration shall be paid by the Offeror to the Government in cash or in-kind, or a combination thereof.

e. Any in-kind consideration proposed to be paid to the Government must be of the type and kind that is permitted by 10 USC 2667.

f. If the proposed use(s) of the Property will, as determined by the Government, provide merchandise or services in direct competition with “covered entities” (as such term is defined in 10 USC 2667), the Offeror must either provide covered entities with (i) the right to operate a community support facility or provide community support services, or (ii) equitable compensation in lieu of the operation of such a facility or the provision of such services.

g. The Offeror’s leasehold interest in the Property and its operations and activities on the

Property may be taxed by State and local governments.

h. The Offeror’s proposal to Lease the Property shall be directly compatible with the mission of the military installation at which the Property is located.

2.2 OTHER TERMS AND REQUIREMENTS

a. During negotiations, the Government and the Offeror will negotiate and mutually agree to the consideration which will be paid by the Offeror to the Government and the processes by which the Offeror will deliver such consideration to the Government.

b. The Offeror shall ensure that insurance policies required are obtained and maintained throughout the term of the Lease in accordance with the requirements set forth in Appendix “C.” The Government reserves the right to add additional insurance requirements and coverages as the Government determines to be in its best interest.

c. Any and all utilities and services necessary or required for the Property or the Project, shall be the responsibility of the Offer and shall be obtained and provided by the Offeror, at its

Request For Qualifications No. AFCEC-16-R-0007 Page 10 of 26 sole cost and expense. The Government may (but shall have no obligation) in accordance with and pursuant to applicable laws, rules, policies, and requirements provide water and electric power to the Property. Any construction, installation, or modifications of improvements necessary or desired for the electrical or water transmission and/or distribution system will be at the Offeror’s expense.

d. El Rancho Road is located on the Property and is owned, used, and maintained by the

Government. The Government will require continued unencumbered use of El Rancho Road during the term of the EUL. Any proposed relocation of El Rancho Road must meet all

Government requirements and design criteria including, but not limited to the requirement to accommodate unique oversize/heavy-load transport vehicles.

e. The Government shall not select an Offeror that, the Government determines, is inconsistent with the national security objectives of the U.S., or who poses a threat to the security, health, morals, or welfare of the Government. Should the Government of a foreign country have a significant interest in the Offeror (or a parent, affiliate or subsidiary of the Offeror), then such

Offeror shall be disqualified from responding to this RFQ, unless otherwise approved by the

Secretary of Defense.

f. Upon the expiration or earlier termination of the Lease, the Offeror shall, at no cost to the

Government and to the reasonable satisfaction of the Government, demolish or remove all or a portion of, as designated by the Government, structures or improvements located on the

Property; abandon, vacate or remove utilities or other infrastructure from the Property;

restore the Property and surrender Property to the Government in the condition that existed on the date the Lease was executed, unless the Government, at its sole discretion and subject to applicable law, elects to retain all or a portion of the EUL Improvements located on the

Property, without compensation to the Offeror.

g. The Offeror(s) shall, at its sole cost and expense, obtain all federal, state, and local permits and federal, state, and local governmental approvals necessary or required for construction and operation of the Improvements (collectively, the “Permits and Approvals”). The Offeror has the sole responsibility to work directly with the Local County Municipality, and/or

Planning Commission and other jurisdictional governmental entities to obtain the appropriate Permits and Approvals for any development on the Property. There are no entitlements being granted or conveyed with the Property to the Offeror by the Government.

As used in this Section, the term “entitlements” means those land or development rights required for the development of the Property in accordance with federal, state, and local regulations, rules, ordinances, policies, and laws. All actions, uses, and operations occurring on the Property shall comply with all applicable terms, conditions and requirements of the

Permits and Approvals. Government, at no cost to Government, shall cooperate in good faith with the Offeror in all permitting processes provided however; in no event shall the

Government be obligated or otherwise be required to cooperate in any manner or take any

Request For Qualifications No. AFCEC-16-R-0007 Page 11 of 26 action regarding the Permits and Approvals which the Government determines is prohibited by or would otherwise be inconsistent with any applicable federal law, regulation or policy.

2.3 FINANCIAL REQUIREMENTS

a. The Offeror shall ensure that all financing for the Project be in place on or before the date of Lease execution.

b. The Offeror shall not cross collateralize and cross default the Lease, or the assets or revenues of the Project. Moreover, the Offeror will be prohibited from assigning, pledging, hypothecating or otherwise transferring its interest in the net cash flows or ownership of the Project in part, or in its entirety, without prior written approval of the Government.

c. The Offeror shall be solely responsible for the payment of any property taxes, personal property taxes and assessments, including special assessments, utility rents, any charges imposed in lieu of ad valorem taxes, applicable California’s possessory interest tax, and all other taxes or charges levied against the Project (including the costs of contesting such taxes), or assessments levied against the Offeror’s leasehold interest or against its activities or operations on the Property.

d. The Government may require the establishment and maintenance of reserve and escrow accounts to manage in-kind consideration due and payable to the Government; and the demolition of improvements installed by or for the Offeror on the Property upon the expiration or termination of the Lease.

e. The Offeror(s) shall make a cash payment to the Government at lease execution in an amount equal to the Government’s costs and expenses for executing the lease transaction(s), but not to exceed $200,000.00.

2.4 DEVELOPMENT AND USE REQUIREMENTS

a. All development activities on the Property shall be in accordance with applicable Federal, State, and local laws rules, regulations, and ordinances, including building codes, as they may be amended from time to time.

b. All development and construction on the Property must be in compliance with all Anti- Terrorism and/or Force Protection “ATFP” requirements.

c. Prior to the commencement of any phase of construction, the Offeror shall deliver to the

Government payment and performance bonds in amounts and subject to conditions deemed acceptable to the Government.

d. All uses and activities on the Property shall be in compliance with all applicable Federal, State and local laws, rules, regulations, and ordinances.

e. The Offeror(s) shall retain, at no cost to the Government, an independent construction consultant (“Construction Consultant”) to provide certain professional consulting services, Request For Qualifications No. AFCEC-16-R-0007 Page 12 of 26 including, but not limited to, construction supervision and quality assurance, for the benefit of the Government. The Construction Consultant shall be approved in advance by the

Government. The Construction Consultant shall, among other things, conduct reviews of all construction plans and specifications, conduct basic and engineering site reviews, independently verify all processes, procedures, cover up inspections and material tests that are carried out under the Offeror’s quality control program, review and approve as-built plans, and certify to the Government that the Project (including each phase thereof, if any) has been completed in accordance with the requirements of the final Project documents approved by the Government and applicable Federal, State, City and County codes, standards and regulations. The Construction Consultant shall provide the Government with written evidence that it maintains malpractice insurance coverage for the benefit of the Government under terms and in an amount reasonably satisfactory to the Government.

f. The Property shall not be used or permitted to be used in any way or for any purpose except as expressly permitted by the Government and set forth in the Lease.

g. The following uses and activities are prohibited on the Property due to security and operational incompatibility:

1) Any use or activity that adversely affects the health, safety, morals, welfare, morale, or discipline of the Armed Forces.

2) Structures, activities, and operations that adversely affect space/missile launch operations, flight operations, air traffic control, installation security and/or force protection.

3) Any ultra-hazardous uses or activities involving the storage, treatment, transportation, disposal or manufacture of hazardous materials, hazardous substances or hazardous wastes.

4) Residential use conflicting or otherwise competing with the Military Housing

Privatization Initiative at the Installation where the Property is located.

5) Any use of activity that is incompatible with environmental, operational or land use constraints.

6) Any use or activity that is prohibited or restricted by Federal law.

S E C T I O N 3 . 0 I N S T R U C T I O N S T O O F F E R O R S

3.1 GENERAL

a. This RFQ is not for an acquisition of goods, services or facilities for Air Force consumption/use and as such, is not governed by the Federal Acquisitions Regulation “FAR”. This RFQ supports a real estate transaction (the Lease) granting temporary use of Air Force controlled property which employs a competitive process to identify a Lessee as required by the Enabling Statute.

While no evaluation credit will be provided for small business participation, small business

Request For Qualifications No. AFCEC-16-R-0007 Page 13 of 26 concerns are encouraged to participate and compete in this Air Force Enhanced Use Lease “EUL” Program competitive solicitation processes.

b. The sale of any services or products resulting from operations on the Property or arising directly or indirectly from the Lease shall be entirely the responsibility of the Offeror and shall be pursuant to agreement(s) separate and apart from this RFQ. In no event shall this RFQ or any agreement resulting from this RFQ require the Government to purchase any service or product. The Government makes no representations regarding Offeror’s ability to secure an agreement(s) for sale and purchase of the services or products arising directly or indirectly from the Lease or the Property. The responses to this RFQ should demonstrate a viable commercial (non-Federal government) need for the HRO’s, as hereinafter defined, proposed operations on the Property.

c. The Air Force Civil Engineer Center (AFCEC) EUL Website

(http://www.afcec.af.mil/home/eul/aspx) contains a link to the EUL Playbook. Offerors are encouraged to familiarize themselves with the EUL Playbook to gain an understanding of EUL execution processes.

d. Any information concerning the RFQ given to any prospective Offeror will be furnished promptly to all other prospective Offerors. If the information is necessary in submitting offers, or if the lack of it would be prejudicial to any other prospective Offerors, the information will be furnished as an amendment to the RFQ.

e. After the receipt and evaluation of responses to this RFQ, the selected Offeror(s) and the Government will negotiate the terms, conditions, agreements, plans, and schedules, etc. to effectively implement the Offeror’s proposed development, use, management and operation of the Property in a manner that is acceptable to the Government.

f. While the Government intends to enter into an enhanced use lease with the Offeror, it is under no obligation to do so and reserves the right to cancel this RFQ and reject all submissions at its sole discretion. The Government reserves the right to suspend and/or amend all provisions of the RFQ and to waive informalities and minor irregularities in offers received where it is in the Government’s best interest to do so.

g. By participating in the RFQ process, Offerors agree to indemnify and hold harmless the United States, its officers, employees, and consultants from all claims, liabilities, and costs related to this RFQ. Under no circumstances will the Government be liable for any real estate brokerage commissions, finder’s fees, or other forms of compensation related in any way to activities undertaken by any person as a result of this RFQ. This includes any and all activities related to exclusive negotiations with the HRO.

h. This RFQ may be amended by formal amendment, document, letter, facsimile, or electronic mail. If this RFQ is amended, then all terms and conditions that are not amended remain unchanged.

i. The RFQ response/proposal shall contain the Offeror’s best terms and be complete in accordance with this RFQ. The Government does not intend to but may, at its sole discretion, http://www.afcec.af.mil/home/eul/

Request For Qualifications No. AFCEC-16-R-0007 Page 14 of 26 conduct discussions with Offerors, typically through evaluation notices (“ENs”) any time after Offeror submissions and prior to selection of an Offeror. Any EN responses become part of the Offeror submission and will be considered by the Government in making its HRO selection.

j. The Real Estate Support Services (“RESS”) Contractors, their successors, and their respective team members, subcontractors, and subcontractors’ successors are all precluded from proposing on any Government military housing privatization or enhanced use leasing projects, and from acting as subcontractors, consultants or team members to a development phase contractor for a period of up to ten (10) years. Accordingly, prospective Offerors shall not include these firms as part of their teams or request their assistance with proposal preparation. It is incumbent upon each Offeror to ensure that its team does not include any of the RESS Contractors or their respective team members and subcontractors. The RESS

Contractors are as follows: Jones Lang LaSalle; EMAX Advisory Group; MCFA; and FPS Advisory

Group, LLC. Proposals including a prohibited team member or subcontractor will be rejected.

RESS Contractor teams have signed Non-Disclosure Agreements.

k. Offerors shall submit a statement acknowledging receipt of the Mandatory Clauses Required by Federal Law attached as Appendix “D” and indicating their compliance with these requirements during the preparation of their proposals. Compliance with these clauses shall be required during the Lease term.

l. Proposals that fail to furnish required information or that fail to fulfill any of the required terms and conditions of this RFQ may be rejected by the Government. Any Offeror whose proposal is rejected for being incomplete will be notified by the Government of the material deficiencies in its proposal. Proposals that are rejected will not be evaluated by the Government in its assessment of the proposals received.

m. Offerors shall submit a signed cover letter as shown in Appendix “E,” Offeror’s Cover Page.

Each proposal must contain the full address of the Offeror and be properly executed. A proposal executed by an attorney or agent on behalf of the Offeror shall be accompanied by two authenticated copies of the power of attorney or other evidence of authority to act on behalf of the Offeror. If the Offeror is a corporation, a corporate officer authorized to bind the corporation must execute the corporate certificate. In lieu of the certificate, include with the proposal those copies of the record of the corporation showing official charter and authority of the vice president or a higher officer to bind the corporation. The corporation record must be signed and duly certified by the Secretary or Assistant Secretary, under the corporate seal, as true copies. If the Offeror is a Partnership, Limited Liability Company or any other entity, the Offeror must provide evidence that the party signing the offer has the authority to sign or bind the entity.

3.2 RESTRICTION ON DISCLOSURE AND USE OF DATA

a. Offerors who include in their proposals data that they do not want disclosed to the public for any purpose or used by the Government except for evaluation purposes, shall mark the title

Request For Qualifications No. AFCEC-16-R-0007 Page 15 of 26 page with the following legend: “This proposal includes data that shall not be disclosed outside the Government and its representatives and shall not be duplicated, used, or disclosed in whole or in part for any purpose other than to evaluate this proposal.” Mark each page of restricted data with the following legend “Use or disclosure of data contained on this page is subject to the restriction on the title page of this proposal.”

b. If, however, a lease is signed with this Offeror as a result of or in connection with the submission of this data, the Government shall have the right to duplicate, use, or disclose the data to the extent provided in the resulting Lease or as needed for Environmental Documentation or the Freedom of Information Act. This restriction does not limit the Government’s right to use information contained in this data if it is obtained from another source without restriction. Offerors should be aware, however, that the Government may share financial information with Congressional committees, if requested by the committees as part of their oversight function. The Government shall prepare and return the Non- Disclosure Agreement attached in Appendix “F” to each Offeror following the receipt of their proposal for the Vandenberg AFB Project.

3.3 SUBMISSION OF RESPONSES

a. Offerors shall submit responses, proposals, and information in response to this RFQ via e-mail sent directly to steven.rice.8@us.af.mil no later than 5:00 PM Central Time on 31 October 2016. The collective e-mail documents (narrative, attachments, illustrations, etc.) shall not exceed 15 Megabytes in size. The size limitation does not include the Financial Pro Forma required in this RFQ.

Submitted responses, proposals and information shall correspond with the Sections, Factors, and Subfactors listed in Table 1 and further described in Sections 4.4 through 4.7. Submitted responses (narrative, exhibits, illustrations, etc.) are limited to 40 total pages (single side, 8.5 x 11 inch page and standard font) using Microsoft Word and/or Adobe Systems Portable Document Format (PDF). Pages exceeding this limit will not be accepted, reviewed or evaluated.

Request For Qualifications No. AFCEC-16-R-0007 Page 16 of 26

Table 2 – Evaluation Factors, Subfactors and Submittal Format

SECTION EVALUATION FACTORS

A Factor 1 – Project Description

Subfactor 1.1 – Market Analysis and Project Feasibility

Subfactor 1.2 – Project development, construction and operations

B Factor 2 – Return to the Government

Subfactor 2.1 – Fair Market Value

Subfactor 2.2 – Financial Pro forma

C Factor 3 – Capability and Experience

Subfactor 3.1 – Current and Relevant Past Experience

Subfactor 3.2 – Financial Capability

D Factor 4 – Project Plan and Schedule

3.4 SECTION A, FACTOR 1 – PROJECT DESCRIPTION SUBMITTAL REQUIREMENTS

SUBFACTOR 1.1: MARKET ANALYSIS AND PROJECT FEASIBILITY

a. Offerors shall submit a narrative describing and explicitly documenting market demand and market feasibility analysis for its proposed Project which demonstrates that the proposed Project is the highest and best use of the Property. The submitted narrative shall include at least the following:

1. Substantive data and facts, which clearly demonstrates the market demand for the proposed Project;

2. Facts and data describing the current market capability to meet the market demand or other availability to fill the same need as the proposed Project seeks to fill;

3. Facts and data detailing projected target market consumption/use of the Project;

4. A narrative detailing the marketing strategy for the proposed Project;

5. A description of the Project impact(s), if any, on surrounding communities, local government, governmental authorities and the Government proposed Project; and

SUBFACTOR 1.2: PROJECT DEVELOPMENT, CONSTRUCTION AND OPERATIONS

a. Offerors shall submit a narrative describing their proposed Project including a plan for the development, construction and operation of the Project. This narrative shall demonstrate

Request For Qualifications No. AFCEC-16-R-0007 Page 17 of 26 compliance with EUL Objectives described in Section 1 and with the General Lease Requirements outlined in Section 2, and shall also include at least the following:

1. Description of the proposed development, size, type, performance or capacity, site considerations, and engineering and construction work to be performed;

2. A Project development and construction (including any phases if applicable) plan and milestone schedule;

3. A conceptual site plan depicting, identifying, and describing all proposed improvements, including but not limited to proposed facilities, infrastructure, areas of ingress/egress, and storm water management areas;

4. A conceptual utility plan for the Property and proposed Project;

5. A conceptual environmental management plan;

6. Description of the quality control processes and corporate systems employed to maintain quality control of the design, permitting, financing, construction and operation of the Project;

7. Description of the Project impact(s), if any, on surrounding communities, local government, and governmental authorities;

8. A Property management and facilities maintenance plan, to include capital repair and replacement, and grounds maintenance;

9. A Property security and access management plan; and

10. Description of the strategy employed to address the irrigation for the Property including any agreements for water that are necessary or desirable.

11. A detailed description of a plan, if any, for offering military service members (i.e.

active duty and retired veterans) discounted rates or fees as a specific benefit of the

Project.

3.5 SECTION B, FACTOR 2 – RETURN TO THE GOVERNMENT

SUBFACTOR 2.1: FAIR MARKET VALUE

a. Offerors shall explicitly document their proposed fair market value of the leasehold interest in the Property. This shall be substantiated with relevant empirical and quantitative data and analysis to include:

1. Current real estate market conditions for similarly situated property;

2. Consideration of all relevant facts and circumstances that may influence the fair market value;

3. Valuation of all proposed consideration (cash and or in-kind) proposed to be provided to the Government;

Request For Qualifications No. AFCEC-16-R-0007 Page 18 of 26

4. Application of Uniform Standards of Professional Appraisal Practice standards and practices as well as Member Appraisal Institute professionals; and

5. Offerors shall demonstrate how the consideration proposed to be paid to the

Government is at least equal to the fair market value of the leasehold interest in the Property.

SUBFACTOR 2.2: FINANCIAL PRO FORMA

a. Offerors shall submit a financial pro forma, developed using Microsoft Excel software and containing the following elements:

1. Assumptions Worksheet, which shall be linked to all other worksheets within the pro forma, and wherein all financial assumptions (i.e., square footage, rental rates, interest rates, internal rate of return, discount rates, weighted average cost of capital, etc.) can be manipulated to produce varying results during the evaluation of submittals;

2. Project Construction Budget – A line item construction budget that reflects all expected construction costs, by major trades/milestones, and that are detailed for each month of the construction period through completion. This budget should also reflect drawdowns on the construction loan(s) and equity contributions as they occur and shall be linked to the Assumptions Worksheet, and shall contain formulae so that cell references and calculations can be verified;

3. Project Sources and Uses Statement – A statement that reflects all expected transaction costs (i.e., construction, lender and closing fees, etc.), and the sources to fund these costs (i.e., loan proceeds, equity contributions, etc.). The proposed debt to equity ratio shall be explicitly defined. This statement shall be linked to the Assumptions Worksheet, and shall contain formulae so that cell references and calculations can be verified;

4. Project Annual Cash Flow Statement (for each year of the lease term) – A statement that reflects line item Project revenues and expenses for each year of the proposed Lease term. This statement shall be linked to the Assumptions Worksheet, and shall contain formulae so that cell references and calculations can be verified.

Specifically, the statement provided shall include the following on an annual basis:

i. Line item description and dollar amount for each source of revenue;

ii. Line item description and dollar amount for each charge (deduction) against Project revenue (e.g., vacancy loss, credit/collection loss, etc.);

iii. Line item description and dollar amount for each Project expense item;

iv. Net Operating Income projection for year of the Lease Term based on items above;

v. Line item description and dollar amount of all debt service payments;

Request For Qualifications No. AFCEC-16-R-0007 Page 19 of 26

vi. Line item description and dollar amount of all deposits to Project reserve accounts to include the demolition reserve account;

vii. Line item description and dollar amount of all capital costs, including but not limited to: 1) capital repairs and replacements; 2) tenant improvement allowance(s); 3) leasing commissions; 4) demolition; and 5) etc.; and

viii. Line item description and proposed Net Present Value (NPV) of the consideration;

5. Consideration Worksheet, which shall be linked to the Project Annual Cash Flow Statement, and shall contain formulae so that cell references and calculations can be verified. This worksheet should include a NPV calculation of the proposed cash and/or in-kind consideration to be paid to the Government over the Offerors’ proposed term of the Lease. All factors and values (including but not limited to discount rates, interest rates, and weighted average cost of capital) used in the NPV calculation shall be itemized and detailed. If the Offeror proposes to provide the Government with percentage rent, Offeror this worksheet shall provide an explicit description and delineation of proposed base rent versus any proposed percentage rent. If the Offeror is proposing that some portion or all of the consideration to be paid to the Government will be from percentage rent or some other form of revenue sharing arrangement: this worksheet shall also include calculations and a narrative detailing the proposed participation percentages, the probability of occurrence, discount rate relative to the risk of not realizing this consideration, resulting dollar amounts, and the priority of payments to the Government;

6. Each Offeror shall provide (a) a detailed description of its strategy for financing the Project including any construction financing, permanent financing and all anticipated financing costs; (b) a discussion of the risks and benefits of the structure;

and (c) an explanation as to why the Offeror’s proposed strategy is the most advantageous to the Government. Additionally, the financial pro forma shall use an annual inflation rate of two percent for all revenue and expense projections; and

7. Each Offeror shall provide letters of interest or commitment from at least three (3) financing firms, institutions, etc. Each letter must disclose the terms and conditions of financing, including but not limited to, the principal amount of the loan, repayment terms (including any interest only period), origination and financing fees, and debt coverage ratios and reserve requirements.

3.6 SECTION C, FACTOR 3 – CAPABILITY AND EXPERIENCE

SUBFACTOR 3.1: CURRENT AND RELEVANT PAST EXPERIENCE

a. Offerors shall provide a narrative detailing its organizational structure, including legal form of ownership and management. If the Offeror is comprised of more than one business organization; a team, then provide a narrative detailing what each team member organization is responsible for doing, the extent to which the proposed team has worked together in the past, legal form of ownership and management of each organization, and

Request For Qualifications No. AFCEC-16-R-0007 Page 20 of 26 expressly identify the team member organization that will be financially accountable for Project performance;

b. Provide an explanation of its ability to field a qualified, experienced Project team with the experience and workload capacity necessary to manage all the disciplines required to develop and manage the Property;

c. Identify the key personnel who will represent the Offeror in all negotiations with the Government throughout both the exclusive negotiations, and during the transaction and financial closing process;

d. Provide a narrative of the three (3) most recent and relevant work completed or in progress by the Offeror in each of the following areas: financing; design; construction; project management; and operation of projects that are similar to the Offeror’s proposed Project.

The submittal shall include information describing cost, schedule, and performance. Relevant work or projects are those for which the magnitude of the effort and the complexity of the past work or project(s) are similar to the Offeror’s proposed Project; and

e. Offeror’s shall provide the Government with documentation evidencing its legality, authority, ownership, control, and management. Such documentation may include, without limitation, certificates of good standing, formation agreements, by-laws, operating and management agreements, partnership agreements, organizational charts, and a certificate of disclosure of interests.

SUBFACTOR 3.2: FINANCIAL CAPABILITY

a. Offerors shall provide evidence of their Payment and Performance (P&P) Bonding Capacity and show how the bond amount(s) are derived. In the event that an alternative to bonding is being proposed, provide information on the alternative and explain how it better protects the Government’s interests versus P & P bonds;

b. Provide evidence of sufficient funds or financing to support the proposed Lease and Project;

including design, construction, and operation and maintenance of the Project throughout the Offeror’s proposed term of Lease;

c. Provide Financial Statements complete with notes and accompanied by an auditor’s assertion of accuracy or reviewed by Certified Public Accountant for the most recent two years, and other documentation, including that of any equity contributors, in order to demonstrate the Offeror’s financial strength. Financial statements must have been audited in accordance with Generally Accepted Accounting Principles;

d. If Financial Statements are not available, provide an individual’s Internal Revenue Service ("IRS") tax filings that have been executed and submitted to the IRS by the individual or a certified preparer;

e. If any Financial Statements and submitted information note any litigation, disputes, claims, UCC filings or similar circumstances, provide the current status of each matter in full detail.

Request For Qualifications No. AFCEC-16-R-0007 Page 21 of 26

3.7 SECTION D, FACTOR 4 – PROJECT PLAN AND SCHEDULE

a. Offerors shall document their exclusive negotiations plan, objectives and schedule in a notional Integrated Project Plan (IPP) and Integrated Project Schedule (IPS) showing the activities and agreements necessary to achieve Lease execution and Project completion. The notional IPP and IPS shall specifically include, among other things:

1. Proposed agreements anticipated to be necessary for the Project and/or other business arrangements with the Government;

2. Critical path milestones and activities such as negotiation of transaction documents and agreements, design, permitting, financing, lease closing, construction and operation;

3. Identify its proposed approach to successfully interact with critical Government and other stakeholders to efficiently execute the Project; and

4. Identify the proposed legal counsel representing the Offeror during negotiations.

S E C T I O N 4 . 0 B A S I S O F S E L E C T I O N

4.1 SOURCE SELECTION STRATEGY

BEST VALUE SELECTION

a. The Government will select the HRO and proposal that provides the best value to the Government based upon an integrated and cumulative assessment of the evaluation of all the factors and sub-factors listed in Table 2 above; Factor 1 (Project Description), Factor 2 (Return to the Government), Factor 3 (Capability and Experience), and Factor 4 (Project Plan and Schedule). Factors 3 and 4 are of equal importance. Factors 1 and 2 are of equal importance and more important than Factors 3 and 4. Subfactors within each Factor are of equal importance. Factors 1, 2, 3 and 4 will be assigned an overall evaluation rating.

b. In order to promote an efficient competition and to avoid the unnecessary expenditure of resources by Offerors, the Government reserves the right to establish a competitive range at any point in the evaluation process and to remove from the competitive range any Offeror whose proposal, in the judgment of the Government, stands no reasonable likelihood of being selected as the HRO.

4.2 FACTOR 1: PROJECT DESCRIPTION

a. Offeror’s proposals will be evaluated against the requirements of Factor 1, inclusive of each sub-factor, and each of its sub-factors will be assigned evaluation color ratings in accordance with Tables 3 and 4 below. The overall Factor evaluation color rating will be based on the lowest rated Subfactor.

b. Subfactor 1.1: The Government will evaluate the Offeror’s submitted market and feasibility analysis and that its analysis demonstrates both that there is a market demand for the proposed Project and that the market demand can be satisfied in a manner that is both consistent with the Air Force mission at Vandenberg AFB and the RFQ Requirements.

Request For Qualifications No. AFCEC-16-R-0007 Page 22 of 26

c. Subfactor 1.2: The Government will evaluate the Offeror’s submitted plan to develop, construct and manage the proposed Project in a manner consistent with accepted commercial business practices. The technical and conceptual narrative, submitted data, and plans will be evaluated for clarity, feasibility, and compliance with the requirements of this RFQ, the EUL Objectives listed in Section 1, the General Lease Requirements in Section 2, and any applicable requirements, authorities, and constraints. The proposed technology, land plan and marketing and leasing strategy will be evaluated for an understanding of the EUL process and probability of realizing Project expectations. Submitted data, data analysis, plans, etc. will be evaluated for compatibility with installation requirements, risk and proposed EUL highest and best use recommendation.

4.3 FACTOR 2: RETURN TO THE GOVERNMENT

a. Offeror’s proposals will be evaluated against the requirements of Factor 2, inclusive of sub-factors, and each sub-factor will be assigned evaluation color ratings in accordance with Tables 3 and 4 below. The overall Factor evaluation color rating will be based on the lowest rated Subfactor.

b. Subfactor 2.1: The Government will evaluate the Offeror’s proposal to maximize the value of the proposed Project to the Government within the constraints and constrictions of the RFQ and to deliver consideration to the Government in an amount not less than the fair market value of the leasehold interest.

c. Subfactor 2.2: The Government will evaluate all aspects of the asset optimization response and pro-forma for fairness, reasonableness, and realism. The proposed amount of cash and/or in-kind consideration will not be an adjectivally rated criterion, but will be evaluated as to the reasonableness and realism, and for providing the best value to the Government.

Offerors found to be unreasonably high may be considered unacceptable, and may be rejected on that basis. The Government will evaluate the realism of Offerors proposed cash and/or in-kind consideration to determine realism for the work to be performed; ensure it reflects a clear understanding of EUL authorities and constraints; and is consistent with the remainder of the Offeror’s response. If an Offeror’s cash and/or in-kind consideration is deemed to be unrealistic in any of these respects, the Government will factor this consideration into the applicable rating. The Government may reject an offer that reflects a serious lack of cash and/or in-kind consideration realism.

d. Subfactor 2.3: The Government will evaluate whether the Offeror’s proposal demonstrates a realistic approach to mitigating the risks to the…