Final_RFQ_-_Edwards_Solar_EUL_(AFCEC-17-R-0002).pdf

United States Department of the Air Force

Air Force Civil Engineer Center (AFCEC)

Air Force Materiel Command (AFMC)

Enhanced Use Lease Edwards Air Force Base, CA

Request for Qualifications (RFQ)

No. AFCEC-17-R-0002

PROPOSALS ARE DUE NO LATER THAN 5:00 P.M. CT on March 15, 2017 in accordance with Section 4.3, Submission of Responses

Request for Qualifications No. AFCEC-17-R-0002 Page 2 of 23 Edwards Air Force Base

TABLE OF CONTENTS

SECTION 1.0 EXECUTIVE SUMMARY ------------------------------------------------------------------------------------------------ 5

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

SECTION 3.0 GENERAL LEASE REQUIREMENTS ---------------------------------------------------------------------------------- 7

3.1 STATUTORY REQUIREMENTS……………………………………………………………………………….…………….……………………..8

3.2 OTHER TERMS AND REQUIREMENTS -------------------------------------------------------------------------------------------- 8

3.3 FINANCIAL REQUIREMENTS--------------------------------------------------------------------------------------------------------- 8

3.4 DEVELOPMENT AND USE REQUIREMENTS ------------------------------------------------------------------------------------- 9

SECTION 4.0 INSTRUCTIONS TO PROPOSED LESSEES ------------------------------------------------------------------------ 10

4.1 GENERAL -------------------------------------------------------------------------------------------------------------------------------- 10

4.2 RESTRICTION ON DISCLOSURE AND USE OF DATA ------------------------------------------------------------------------- 12

4.3 SUBMISSION OF RESPONSES

4.4 PROJECT DESCRIPTION SUBMITTAL REQUIREMENTS……………………………………………………………………………….13

4.5 RETURN TO THE GOVERNMENT ------------------------------------------------------------------------------------------------- 15

4.6 CAPABILITY AND EXPERIENCE ---------------------------------------------------------------------------------------------------- 17

4.7 PROJECT PLAN AND SCHEDULE -------------------------------------------------------------------------------------------------- 18

SECTION 5.0 BASIS OF QUALIFIED LESSEE SELECTION ----------------------------------------------------------------------- 18

5.1 SOURCE SELECTION STRATEGY--------------------------------------------------------------------------------------------------- 18

5.2 EVALUATION COLOR RATINGS --------------------------------------------------------------------------------------------------- 20

SECTION 6.0 NEGOTIATIONS -------------------------------------------------------------------------------------------------------- 22

6.1 STRATEGY ------------------------------------------------------------------------------------------------------------------------------ 22

6.2 LEGAL DOCUMENTATION --------------------------------------------------------------------------------------------------------- 22

SECTION 7.0 CONGRESSIONAL NOTIFICATION AND REPORTING REQUIREMENTS --------------------------------- 23

7.1 DOCUMENTATION ------------------------------------------------------------------------------------------------------------------- 23

7.2 CLARIFICATIONS ---------------------------------------------------------------------------------------------------------------------- 23

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LIST OF APPENDICES

Appendix A – Depiction of the Property

Appendix B – 2008 Environmental Baseline Survey

Appendix C – Existing Encumbrances

Appendix D – Insurance Requirements

Appendix E – Mandatory Clauses Required by Federal Law

Appendix F – Proposed Lessee’s Cover Page

Appendix G – Non Disclosure Agreement

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LIST OF TABLES

Page Table 1 –Evaluation Factors, Subfactors and Submittal Format

Table 2 – Performance Color Ratings

Table 3 – Confidence Color Ratings

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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

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. The resulting lease is commonly referred to as an Enhanced Use Lease (“EUL”).

c. Pursuant to the foregoing Executive Order and Statutory authority, the Department of the Air Force (the “Government” or “Air Force”) is issuing this Request for Qualifications (the “RFQ”) to solicit proposals from entities (“Proposed Lessee(s)”) interested in entering into a long-term ground lease agreement (the “Lease” or “EUL”) to lease all or a portion of that certain real property located at Edwards Air Force Base, Kern County, California comprised of approximately three thousand three hundred (3,300) contiguous acres of land (the “Property”) from the Government for the purposes of financing, permitting, developing, constructing, installing, owning, maintaining and operating an energy generation facility and such conduits, lines, wiring, electrical systems, interconnection facilities and other equipment reasonably required for the installation, maintenance, and operation of an energy generation facility and its interconnection with the local public electric utility system upon the Property for private and/or public (other than the Air Force) use and operation (collectively, the “Project”). In accordance with and subject to the terms, requirements, and conditions of this RFQ, the Government will evaluate all proposals received in order to qualify and select one or more Proposed Lessee(s) as a “Qualified Lessee(s)” with whom to enter into lease negotiations. A Qualified Lessee with whom the Government actually makes and enters into a written and legally binding lease agreement is hereinafter referred to as a “Lessee.” A Qualified Lessee may not actually become a Lessee.

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

1. Qualifying and selecting one or more Qualified Lessee(s) that will lease and optimize the use of the Property in accordance with the Enabling Statute and within the constraints and restrictions documented in the RFQ;

2. Qualifying and selecting one or more Qualified Lessee(s) that will optimize the consideration to be received by the Government (in cash or in-kind) in exchange for granting a leasehold interest in the Property;

3. Qualifying and selecting one or more Qualified Lessee(s) that will lease and use the Property in a manner that minimizes risk to the Government;

4. Qualifying and selecting one or more Qualified Lessee(s) that will lease and use the Property in a manner that is compatible with the Government mission and adjacent Government uses;

5. Qualifying and selecting one or more Qualified Lessee(s) that will lease and use the Property in a manner that minimizes environmental and cultural impacts;

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6. Qualifying and selecting one or more Qualified Lessee(s) that will lease and use the Property consistent with best commercial practices; and

7. Qualifying and selecting one or more Qualified Lessee(s) that will lease and use the Property in a manner that supports positive relations with local Governmental authorities and the communities adjacent to the Property.

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

a. THE PROPERTY WILL BE LEASED “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.

There are no entitlements being granted or conveyed with the Leased Premises to the Lessee by the Government. As used in this RFQ, the term “entitlements” means those land or development rights required for the development of Lessee improvements on the Property in accordance with federal, state, and local regulations, rules, ordinances, policies, and laws.

b. Qualified Lessee(s) shall rely solely and exclusively on their own independent investigation and due diligence in determining whether the Property is suitable for their proposed use. The Property is more generally depicted in Appendix A (“Depiction of the Property”) attached hereto and incorporated herein by this reference.

c. Without limiting the foregoing and not withstanding anything herein to the contrary, to the best of the Government's Actual Knowledge, 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 Proposed Lessee(s), Qualified Lessee(s), and/or Lessee(s). To the extent possible, the Government will provide Proposed Lessee(s) 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. An Environmental Baseline Survey of the Property dated March 24, 2008; titled "Environmental Baseline Survey for Real Estate Enhanced Use Lease to Construct and Maintain a Solar Energy Development, Edwards Air Force Base, California" prepared by 95th Air Base Wing, Environmental Management Directorate, Certified/Approved by Mr. Robert Wood on March 24, 2008 (the “2008 EBS”) is attached hereto and incorporated herein by this reference as Appendix B. 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. A Programmatic Environmental Impact Statement and Report (PEIS/R) for the Property is being finalized by the Government. Public scoping meetings are scheduled for February 2017. Furthermore, a Programmatic Agreement between the United States Air Force, Kern County, The California State Historic Preservation Officer, the Tejon Indian Tribe, and the Advisory Council on Historic Preservation is expected to be finalized by June 2017.

Copies of the final executed PEIS/R and said Programmatic Agreement shall be provided to the Qualified Lessee(s) and/or Lessee(s). The Government may require the PEIS/R and/or the Programmatic Agreement to be supplemented in order to address the Lessee(s) specific use and activities on the Property. As used in this RFQ, the term "Actual Knowledge" means the information actually known to the Government or that could be reasonably inferred to have been known to the Government after commercially reasonable investigation.

d. If not previously completed, the Qualified Lessee(s) shall be responsible, at its own expense, for preparing an environmental analysis to the satisfaction of, and to be signed by, the Government of the

Request for Qualifications No. AFCEC-17-R-0002 Page 7 of 23 reasonably foreseeable environmental impacts associated with the Qualified Lessee’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 Qualified Lessee(s) must complete its environmental analysis and the Government must fully comply with NEPA prior to entering into and executing a Lease.

e. The Qualified Lessee(s) 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 evidencing their agreement prior to lease execution.

f. 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 encumbrances is attached hereto as Appendix C (the “Existing Encumbrances”).

g. The current legislative jurisdiction of the Project property is proprietary. The Government reserves the right to retrocede jurisdiction.

h. The Property is located within Kern County, California and approximately 22 miles northeast of Lancaster and fifteen miles east of Rosamond municipal city limits.

S e c t i o n 3 . 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

This Section 3, inclusive of sub-sections, lists general requirements that shall be complied with by the Lessee(s) 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 the Property and/or to the specific use of the Property proposed by the Proposed Lessee(s). The Government has the right to impose any and all requirements necessary or desired to ensure the Lease is in compliance with applicable local, State, and Federal laws, regulations, and Air Force policies.

3.1 STATUTORY REQUIREMENTS

a. The Lease shall not be for a term of more than five (5) years unless the Government determines that a longer term promotes national defense or is in the Government’s interest. The Proposed Lessee(s) shall explain why the lease term proposed by the Proposed Lessee is required and shall provide specific quantifiable facts and financial data to clearly demonstrate (to the satisfaction of the Government) that the length/term of the proposed Lease is reasonable, necessary, and promotes national defense or is in the Government’s interest. By way of example, the Proposed Lessee(s) shall submit facts and information to support its proposed term such as amortization schedules, useful life of the improvements (with regular repair and maintenance and without recapitalization), and underlying contracts to be fulfilled directly by the proposed EUL. Copies of such underlying contracts or agreements shall be provided to the Government. Justification for the lease term shall be illustrated in the financial pro-forma required per section 4.5.2 of this RFQ.

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 in the Lease agreement between the Government and the Lessee will promote national defense or be in the Government’s interest.

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

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d. The consideration shall be paid by the Qualified Lessee(s) 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. The Qualified Lessee’s leasehold interest in the Property and its operations and activities on the Property may be taxed by State and local governments.

g. The Qualified Lessee’s use(s) of the Property shall be compatible with the mission of the military installation at which the Property is located.

3.2 OTHER TERMS AND REQUIREMENTS

a. The proposed Project and/or consideration from the Project shall enable, support, and/or provide energy security to the Government. The Proposed Lessee(s) shall explain and provide facts, data and information to demonstrate specifically how the proposed Project enables, supports, and/or provides energy security to the Government consistent with 10 USC 2911c (Special Considerations) and 10 USC 2911d (Selection of Energy Conservation Measures).

b. During negotiations, the Government and the Qualified Lessee(s) will negotiate and mutually agree to the consideration which will be paid by the Lessee(s) to the Government and the processes by which the Lessee(s) will deliver such consideration to the Government.

c. The Qualified Lessee(s) 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 D attached hereto and incorporated herein by this reference.

d. Any and all utilities and services necessary or required for the Property or the Project as a result of, or related to, this lease shall be obtained and provided for by the Qualified Lessee(s), at its sole cost and expense.

e. Upon the expiration or earlier termination of the Lease, the Qualified Lessee(s) 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 it 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 Qualified Lessee(s).

f. A Proposed Lessee that, the Government determines, is inconsistent with the national security objectives of the United States, or who poses a threat to the security, health, morals, or welfare of the Government shall not be selected as a Qualified Lessee or a Lessee. Should the government of a terrorist country have a significant interest in the Proposed Lessee (or a parent, affiliate, or subsidiary of the Proposed Lessee), then such Proposed Lessee shall be disqualified and shall not be selected as a Qualified Lessee or Lessee, unless otherwise approved by the Secretary of Defense.

3.3 FINANCIAL REQUIREMENTS

a. The Lessee(s) must provide the Government documented evidence demonstrating that the Lessee(s) has or will have all funds/financing necessary to accomplish and complete planning, design, permitting, and construction of the energy generation facility on or before the date of Lease execution.

b. The Lessee(s) shall not cross collateralize and cross default the Lease, or the assets or revenues of the Project, without prior written approval of the Government. The Qualified Lessee(s) shall not assign, Request for Qualifications No. AFCEC-17-R-0002 Page 9 of 23 pledge, hypothecate or otherwise transfer its interest in the Lease, in the net cash flows, or in the ownership of the Project, in whole or in part, without prior written approval of the Government.

c. The Lessee(s) 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, and all other taxes or charges levied against the Project (including the costs of contesting such taxes), or assessments levied against the Qualified Lessee’s leasehold interest or against its activities or operations on the Leased Premises.

d. The Government may require the Lessee (s) to establish and maintain reserve and/or escrow accounts to manage in-kind consideration due and payable to the Government, as well as the demolition of improvements installed by or for the Qualified Lessee(s) on the Property upon the expiration or termination of the Lease.

e. The Lessee(s) shall make a cash payment to the Government at lease execution in an amount equal to the Government’s direct costs of each lease transaction, which is estimated not to exceed $225,000.00. The Government shall provide the Qualified Lessee(s) notice of the actual amount of this payment, as determined by the Government, prior to lease execution. This amount is not a part of the consideration for the Lease.

f. The Lessee(s) shall, at its sole expense, obtain any and all required permits and approvals and pay all required fees in connection with its development of the Project.

3.4 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 shall be compatible with the plans, programs and missions of the military installation at which the Property is located.

c. Development and construction on the Property may be subject to Department of Defense and/or Air Force Anti-Terrorism and Force Protection requirements.

d. Relocation of existing improvements on the Property, if any, shall be at the Qualified Lessee’s sole cost and expense and will be subject to Government’s consent and approval, which may be conditioned or denied.

e. The Qualified Lessee shall, at its sole cost and expense, erect a fence around the perimeter of the Property of a type and kind approved by the Government.

f. Prior to the commencement of any construction, the Qualified Lessee(s) shall deliver to the Government payment and performance bonds in amounts and subject to conditions deemed acceptable to the Government.

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

h. 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.

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

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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 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 or 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 4 . 0 I N S T R U C T I O N S T O P R O P O S E D L E S S E E S

4.1 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 Acquisition Regulation (FAR). This RFQ supports a real estate transaction granting temporary use of Air Force controlled property which employs a competitive process to identify a Lessee(s) as required by the Enabling Statute. While no evaluation credit will be provided for small business participation, small business concerns are encouraged to participate and compete in this Air Force Enhanced Use Lease Program competitive solicitation processes.

b. The Project must be viable without any commitment or contribution, monetary or otherwise, from the Government. The responses to this RFQ should specifically demonstrate verified commercial (non-Air Force) demand and need for the proposed Project. In no event shall this RFQ or any agreement arising as a result of this RFQ require or otherwise obligate the Air Force to purchase any service or product from or of the Project. The Government makes no representations regarding the Proposed Lessee’s ability to secure an agreement(s) for sale and purchase of the services or products arising directly or indirectly from the Project, Lease or the Property.

c. FPS Advisory Group, LLC is assisting the Air Force to promote, market and execute this Project.

Their website: https://www.fpsadvisorygroup.com/ contains a link to the Edwards Air Force Base EUL Project website: https://www.fpsadvisorygroup.com/edwards

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

e. After the receipt and evaluation of acceptable responses to this RFQ, the Qualified Lessee(s) and the Government will negotiate the terms, conditions, agreements, plans, and schedules, etc. to effectively implement the Qualified Lessee’s proposed development, use, management and operation of the Property in a manner that is acceptable to the Government. Selected Qualified Lessee(s) and unselected Proposed Lessee(s) may ask for a debriefing from the Government source selection team.

https://www.fpsadvisorygroup.com/ https://www.fpsadvisorygroup.com/edwards

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f. While the Government intends to enter into a Lease with one or more Qualified Lessee(s), 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, Proposed Lessees 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 negotiations with the Qualified Lessee(s).

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 Proposed Lessee’s best terms and be complete in accordance with this RFQ. The Government does not intend to but may, at its sole discretion, conduct discussions with Proposed Lessee(s), typically through evaluation notices (ENs) any time after Proposed Lessee(s) submissions and prior to selection of a Qualified Lessee(s). Any EN responses become part of the Proposed Lessee submission and will be considered by the Government in making its Qualified Lessee(s) 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, Proposed Lessees shall not include these firms as part of their teams or request their assistance with proposal preparation. It is incumbent upon each Proposed Lessee to ensure that its team does not include any of the RESS Contractors or their respective team members and subcontractors. The RESS Contractors are LLC; 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. Proposed Lessees shall submit a statement acknowledging receipt of the Mandatory Clauses Required by Federal Law attached as Appendix E hereto and incorporated herein by this reference and indicating their compliance with these requirements during the preparation of their proposals.

Compliance with these clauses shall be required during the term of the Lease.

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 Proposed Lessee 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. Proposed Lessees shall submit a signed cover letter as shown in Appendix F attached hereto and incorporated herein by this reference (the “Proposed Lessee’s Cover Page”). Each proposal must contain the name and mailing address of the Proposed Lessee and be properly executed. A proposal executed by an attorney or agent on behalf of the Proposed Lessee shall be accompanied by two authenticated copies of the power of attorney or other evidence of agency or authority to act on behalf

Request for Qualifications No. AFCEC-17-R-0002 Page 12 of 23 of the Proposed Lessee. If the Proposed Lessee is a corporation, a corporate officer authorized to bind the corporation must execute the Proposed Lessee’s Cover Page and provide a corporate certificate or resolution evidencing that corporate officer’s authority to submit a proposal to lease the Property in response to this RFQ. If the Proposed Lessee is a Partnership, Limited Liability Company or any other entity, the Proposed Lessee must provide evidence that the party signing the Proposed Lessee’s Cover page has the authority to sign or bind the entity.

4.2 RESTRICTION ON DISCLOSURE AND USE OF DATA

a. Proposed Lessees 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 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 Proposed Lessee 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. Proposed Lessees 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 G hereto and incorporate herein by this reference to each Proposed Lessee following the receipt of their proposal for the Edwards AFB Project.

4.3 SUBMISSION OF RESPONSES

a. Proposed Lessees shall submit responses, proposals, and information in response to this RFQ via e-mail directly to Martin Briseno at martin.briseno@us.af.mil with a copy to Patrick Giardina at pgiardina@terranearpmc.com or http://www.fpsadvisorygroup.com/edwards no later than 5:00 PM Central Time on March 15, 2017 (the “RFQ Response Due Date”).

b. 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 4.8. Submitted responses are limited to 60 total pages (single side, 8.5 x 11 inch page and standard font) using Microsoft Word and/or not to exceed 10 megabyte Adobe Systems Portable Document Format (PDF). Pages exceeding this limit will not be accepted, reviewed or evaluated. The financial pro forma shall be a stand-alone Microsoft Excel file and not count towards the total page or PDF limit. Preliminary plans, drawings, schematics, resumes, legal agreements and documents, contracts, and financial documents, etc. also do not count towards the total page or PDF limit.

c. The Government will host an Industry Day on February 22, 2017 to allow interested Proposed Lessees an opportunity to visit the Property and exchange information with Government representatives.

Industry Day is limited to three (3) people per company. Attendees must register by 1:00 PM Central Time, February 16, 2017 via email to Edwards@TerranearPMC.com and Martin Briseno at martin.briseno@us.af.mil Registration may require submitting Privacy Act information that will be submitted to Security Forces personnel at Edwards AFB for review and approval to enter the installation for the sole purpose of attending Industry Day and performing the site visit. Costs and expenses incurred as a result of attending this Industry Day will not be reimbursed by the Government. Industry Day mailto:martin.briseno@us.af.mil mailto:pgiardina@terranearpmc.com mailto:Edwards@TerranearPMC.com mailto:martin.briseno@us.af.mil

Request for Qualifications No. AFCEC-17-R-0002 Page 13 of 23 participation or attendance does not qualify or disqualify interested parties from submitting a response to this RFQ. Industry Day location, time, etc.:

Embassy Suites, Antelope Valley Ballroom 39375 5th St. W., Palmdale, CA 93550 661-266-3756

Date: February 22, 2017

Time: 8:30 AM to 2:00 PM PST

Table 1 – Evaluation Factors, Subfactors and Submittal Format

SECTION EVALUATION FACTORS

A Factor 1 – Project Description

Subfactor 1.1 – Proposed Technology, System and Production Capabilities

Subfactor 1.2 – Market Analysis, Project Feasibility and Power sale/off-take Plans

Subfactor 1.3 – Project development, interconnection, construction and operations

B Factor 2 – Return to the Government

Subfactor 2.1 – Rental and/or Additional Consideration

Subfactor 2.2 – Financial Pro forma

C Factor 3 – Capability and Experience

Subfactor 3.1 –Organizational Structure and Past Performance

Subfactor 3.2 – Financial Capability

D Factor 4 – Project Plan and Schedule

4.4 SECTION A, FACTOR 1 – PROJECT DESCRIPTION SUBMITTAL REQUIREMENTS

4.4.1 SUBFACTOR 1.1: PROPOSED TECHNOLOGY, SYSTEM AND PRODUCTION CAPABILITIES

a. Proposed Lessees shall submit a narrative, schematics, plans, etc. describing and illustrating the proposed energy technologies, systems and production capabilities to be developed. The submitted narrative shall include at least the following:

1. Description of the proposed system sizes and types, assumptions, sample calculations using NREL PVWatts or similar modeling tool, data considered, site considerations, subcomponents and ancillary equipment;

2. Description of the major mechanical and electrical equipment and/or subsystems required to incorporate into an operable, integrated system to include the interconnection to support the single, phased or scalable development.

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3. If applicable, adherence with the State of California’s Clean Energy and Pollution Reduction Act of 2015 (“SB 350”) to include the application of storage, distributed energy and/or other efficiencies.

b. Proposed Lessee(s) shall explicitly state its interest in all or a portion of the available Property. A Proposed Lessee(s) interested in a portion of the available Property shall explicitly identify the desired portion in the submitted narrative, schematics, plans, etc.

4.5 SUBFACTOR 1.2: MARKET ANALYSIS, FEASIBILITY AND OFF-TAKE PLANS

a. The Proposed Lessee(s) shall explicitly document the market demand and market feasibility analysis for their proposed Project; explicitly demonstrating that the proposed Project is viable and represents 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 current and anticipated 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. Letters of support or commitment from local governmental authorities, if any;

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

7. A description of off-take agreements being actively pursued by the Proposed Lessee(s); or, off-take agreements already executed evidencing the viability of the Project.

b. If not already pursued or obtained, Proposed Lessee(s) shall submit plans and estimated schedules for obtaining one or more off-take agreements for the proposed Project. The plans and schedules shall include at least the following:

1. The name of proposed off-taker(s), expected capacity and length of agreement; and

2. Proposed Lessee’s marketing strategies and timelines, partners, letters of intent or other commitments from the prospective off-takers, system operators, municipalities, etc.

4.5.1 SUBFACTOR 1.3: PROJECT DEVELOPMENT, INTERCONNECTION, CONSTRUCTION AND

OPERATIONS

a. Proposed Lessees shall submit a narrative describing their proposed Project including a plan for the development, interconnection, construction and operation of the Project. This narrative shall demonstrate compliance with EUL Objectives described in Section 1 and with the General Lease Requirements outlined in Section 3, and shall also include at least the following:

1. Description of the anticipated leases, easements, agreements, etc. needed to develop and operate the proposed development;

Request for Qualifications No. AFCEC-17-R-0002 Page 15 of 23

2. Plan to complete the needed interconnection studies, acquire and maintain an interconnect que position and obtain necessary regulatory approvals;

3. List of and a plan to obtain all applicable regulations, permits, approvals, codes, standards, and specifications critical to the development, construction and operational performance of the proposed facilities;

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

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

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

7. A conceptual environmental management plan;

8. 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;

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

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

11. Proposed emergency services plan; and

12. A Property security and access management plan.

4.6 SECTION B, FACTOR 2 – RETURN TO THE GOVERNMENT

4.6.1 SUBFACTOR 2.1: RENTAL AND/OR OTHER CONSIDERATION

a. Proposed Lessees shall explicitly document their proposed rental and other additional consideration proposed to be provided to the Government, if any, in exchange for 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 proposed rent or other consideration;

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

4. Demonstration that the proposed consideration is compliant and fulfills the requirements of the Enabling Statute and EUL Objectives.

5. Proposed Lessees shall demonstrate how the rental and other additional consideration proposed to be paid to the Government is at least equal to the fair market rent value of the leasehold interest in the Property using quantifiable data such as an appraisal and/or commercial real estate analytics.

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4.6.2 SUBFACTOR 2.2: FINANCIAL PRO FORMA

a. Proposed Lessees shall submit a FINANCIAL PRO FORMA, developed using Microsoft Excel software illustrating the economic viability of the proposed Project 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

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

viii. Line item description and proposed Net Present Value (NPV) of the consideration using market based discount rate.

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 Proposed Lessee’s proposed term of the Lease. All factors and values (including but not limited to discount rates, interest rates, Request for Qualifications No. AFCEC-17-R-0002 Page 17 of 23 and weighted average cost of capital) used in the NPV calculation shall be itemized and detailed. If the Proposed Lessee proposes to provide the Government with percentage rent, this worksheet shall provide an explicit description and delineation of proposed base rent versus any proposed percentage rent. If the Proposed Lessee 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.

4.7 SECTION C, FACTOR 3 – CAPABILITY AND EXPERIENCE

4.7.1 SUBFACTOR 3.1: ORGANIZATIONAL STRUCTURE

a. The Proposed Lessee(s) shall provide a narrative detailing its corporate organizational structure, including legal form of ownership and management. If the Proposed Lessee is teaming with one or more business organizations for any portion of the Project, then it shall provide a narrative detailing: (i) what each team member is responsible for doing, (ii) the extent to which the team has worked together in the past, (iii) legal form of ownership and management of each team member, and (iv) (if it is a team member other than the Proposed Lessee) expressly identify the team member organization that will be accountable and responsible for Project financing, development, construction, performance, operation, management, and sustainment. The Proposed Lessee shall submit copies of legally binding contracts or agreement(s) it has in place with each team member for the Project, or otherwise state that no such contracts or agreement(s) exist.

As a condition to being selected as a Qualified Lessee, the Proposed Lessee(s) shall provide the Government with documentation evidencing its legality, authority, ownership, control, and management.

Such documentation should include, by way of example and without limitation, certificates of good standing, formation agreements, by-laws, operating and management agreements, organizational charts, and a certificate of disclosure of ownership interests.

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 and legal counsel designated and authorized to represent the Proposed Lessee in all negotiations with the Government, and throughout the transaction execution and financial closing process.

d. Provide a narrative of the five (5) most recent and relevant work completed or in progress by the Proposed Lessee of projects that are similar to the Proposed Lessee’s proposed Project. The submittal shall provide details explaining the financing; design; construction; management; and operation of those 5 projects and specifically state how the Proposed Lessee accomplished them directly or if they were accomplished by another party, list the name of said other party. The submittal shall also include information describing cost, schedule, and performance. For the purposes of this factor, “relevant work” are those whose scope, magnitude and the complexity are similar to the Proposed Lessee’s proposed Project.

4.7.2 SUBFACTOR 3.2: FINANCIAL CAPABILITY

a. The Proposed Lessee(s) shall provide evidence of 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

Request for Qualifications No. AFCEC-17-R-0002 Page 18 of 23 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 permitting, engineering, design, construction, and operation and maintenance of the Project throughout the 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 Proposed Lessee’s financial strength. Financial statements must have been audited in accordance with Generally Accepted Accounting Principles.

d. If such financial statements are not available, Proposed Lessee(s) shall 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, the Proposed Lessee(s) shall provide the current status of each matter in full detail.

4.8 SECTION D, FACTOR 4 – PROJECT PLAN AND SCHEDULE

a. Proposed Lessees shall document their negotiations plan, objectives and schedule in a notional “Integrated Project Plan and Schedule” showing all the activities and agreements necessary to achieve Lease execution and Project completion and shall specifically include, among other things:

1. Any and all agreements, other than a lease agreement, anticipated to be necessary for the Project and/or other business arrangements with the Government;

2. Permits and approvals anticipated to be necessary for the development, construction, and operation of the Project;

3. Financing and off-take agreements anticipated to be necessary for the development, construction, and operation of the Project;

4. Critical path milestones and activities such as negotiation of transaction documents and agreements, design, permitting, financing, lease…