Request_for_Qualifications_for_Resolicitation_-_FINAL_USAFA_EUL_Amended_25_Oct_17.pdf

Request for Qualifications No. AFCEC 17 – R – 0004

Request for Qualifications No. AFCEC-17-R-0004 United States Air Force Academy (USAFA)

United States Department of the Air Force

Air Force Civil Engineer Center (AFCEC)

Enhanced Use Leasing Project

Request for Qualifications (RFQ) RFQ No. AFCEC-17-R-0004

PROPOSALS ARE DUE NO LATER THAN

5:00 P.M. CT on 8 December 2017 in accordance with Section 4.3, Submission of Responses

United States Air Force Academy (USAFA)

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 ------------------------------------------------------------------------------------------------------- 7

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

3.3 FINANCIAL REQUIREMENTS--------------------------------------------------------------------------------------------------------- 9

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

SECTION 4.0 INSTRUCTIONS TO PROPOSED LESSESS(S) ------------------------------------------ 10

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

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

4.3 SUBMISSION OF RESPONSES ----------------------------------------------------------------------------------------------------- 13

4.4 SECTION A, FACTOR 1 – PROJECT DESCRIPTION SUBMITTAL REQUIREMENTS ------------------------------------ 14

4.5 SECTION B, FACTOR 2 – RETURN TO THE GOVERNMENT ---------------------------------------------------------------- 15

4.7 SECTION C, FACTOR 3 – ORGANIZATION, EXPERIENCE AND CAPABILITY ------------------------------------------- 17

4.9 SECTION D, FACTOR 4 – PROJECT PLAN AND SCHEDULE ----------------------------------------------------------------- 18

SECTION 4.10 BASIS OF QUALIFIED LESSEE SELECTION -------------------------------------------- 18

5.0 SOURCE SELECTION STRATEGY--------------------------------------------------------------------------------------------------- 18

5.1.1 BASIS VALUE SELECTION ----------------------------------------------------------------------------------------------------------- 18

5.1.2 FACTOR 1: PROJECT DESCRIPTION --------------------------------------------------------------------------------------------- 19

5.1.3 FACTOR 2: RETURN TO THE GOVERNMENT --------------------------------------------------------------------------------- 19

5.1.4 FACTOR 3: ORGANIZATION, EXPERIENCE and CAPABILITY ------------------------------------------------------------- 20

5.1.5 FACTOR 4: PROJECT PLAN AND SCHEDULE ---------------------------------------------------------------------------------- 20

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

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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

LIST OF APPENDICES

Appendix A – Depiction of the Property and Map

Appendix B – Existing Encumbrances and Third Party Property Interests

Appendix C – Insurance Requirements

Appendix D – Mandatory Clauses

Appendix E – In-Kind Payment General Requirements

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, as amended, (the “Enabling Statute”) 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 Enabling Statute, the Department of the Air Force (the “Government”) is issuing this draft Request for Qualifications (the “RFQ”) to solicit proposals from entities (“Proposed Lessees(s)”) interested in entering into a long-term ground lease (the “Lease”) to lease all or a portion of that certain real property located at the United States Air Force Academy (USAFA), El Paso County, Colorado comprised of approximately fifty-seven (57) contiguous acres of land more approximately depicted in Appendix “A” (“Depiction of the Property”) from the Government for the purposes of financing, permitting, developing, constructing, installing, owning, maintaining and operating a commercial, mixed use, hospitality, office, and/or retail development for commercial non-federal government use upon the Property for the Lessee’s private commercial (non-Federal government) use (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(s) 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 cash or in-kind consideration to be received by the Government 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 consistent with best commercial practices; and

6. 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.

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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.

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.

c. To the extent possible, the Government will provide the 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 (the “EBS”) of the Property, dated 16 March 2016 will be provided at Industry Day or upon request.

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

Among other things, the EBS reported:

1. There are several drainage wetlands located on the Property, as indicated by the National Wetlands Inventory (NWI) maps; however, the wetlands have not been delineated or confirmed by the U.S. Army Corps of Engineers (USACE);

2. There are historic and prehistoric resources located on and in the vicinity of the Property. There are areas within the Property where concentrations of historic or prehistoric artifacts have been found in prior surveys; therefore, an updated intensive archaeological survey and cultural resources inventory will need to be accomplished of the Property. This survey and inventory will be at the sole cost and expense of the Proposed Lessee. Further, these activities must be accomplished by the Proposed Lessee in coordination with the Government and the State Historic Preservation Officer (SHPO). Any formal consultations and any outreach with SHPO including outreach and consultations with affiliated tribes shall be coordinated with the Government.

3. Additionally, the Government must provide affiliated tribes the opportunity to determine if any resources of religious and cultural significance are present on the Property. In addition, the old Atchison, Topeka and Santa Fe Railroad right-of-way is eligible for listing on the National Register of Historic Places (NRHP) and a Property metes and bounds survey will need to be accomplished to more accurately depict that right-of-way and its impact to the subject Property.

d. If not previously completed, the Qualified Lessee(s) 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 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.

d. 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.

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e. 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 “B” (the “Existing Encumbrances and Third Party Property Interest”)

f. The current legislative jurisdiction of the Property is concurrent jurisdiction.

g. The Property is located within the municipal limits of El Paso County, Colorado.

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 Qualified 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 – 10 U. S. C. §2667

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 clearly demonstrate (to the satisfaction of the Government) that the length/term of the proposed Lease is reasonable, necessary, and/or otherwise required. 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); underlying contracts to be fulfilled directly by the Qualified Lessee. 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 4.61 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 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.

d. The consideration shall be paid by the Qualified Lessee(s) to the Government in cash or in-kind consideration (while the Enabling Statute also authorizes payment in cash, or a combination of, the Government is requiring for the Lease of the Property to be paid in In-kind consideration permitted by 10 USC §2667 in the form of building a Visitor Center Facility or the equivalent of in cash thereof).

e. 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 Qualified Lessee’s 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.

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.

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g. The Qualified Lessee’s proposal to Lease 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. During negotiations, the Government and the Qualified Lessee(s) will negotiate and mutually agree on 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.

b. The Qualified Lessee(s) shall ensure that insurance policies are maintained throughout the term of the Lease in accordance with the requirements set forth in Appendix “C” (the “Insurance Requirements”) attached hereto and incorporated herein by this reference.

c. Any and all utilities and services necessary or required for the Property or the Project shall be obtained and provided for by the Qualified Lessee(s) at its sole cost and expense. The Water and Wastewater systems will not be made available to the Project for connections through the USAFA.

d. The Government prefers the Qualified Lessee’s to provide consideration for this EUL In-Kind by constructing a new visitor center facility for the Government on the Property, along with the Project, as more specifically described in Appendix “E” attached hereto (the “In-Kind Payment”), or alternatively provide consideration in cash sufficient to allow the Government to otherwise obtain the preferred In- Kind Payment. The land on which the Qualified Lessee constructs the visitor center (a minimum of 5 acres) will not be included in the Property and will be subtracted from the total acreage available for use to the Qualified Lessee. The location of the visitor center within the 57 acres is subject to negotiation and will be agreed upon and identified when the Qualified Lessee obtains its survey and will be excluded from the Property prior to lease execution.

e. The Government will not require the Lessee to provide displays, equipment, and furnishings for the visitor center facility.

f. The Government requires that there be food/beverage service available to visitors. The Qualified Lessee(s) must demonstrate that food/beverage is available as part of the Qualified Lessee’s Project consistent with section 3.1(e).

g. The Government may, in its sole and absolute discretion, consider adding additional contiguous land to the Property if the Government determines that the Qualified Lessee has clearly identified the specific location and boundaries of proposed additional contiguous land and demonstrated that additional contiguous land is required to ensure Project viability.

h. Upon the expiration or earlier termination of the Lease, the Lessee 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 constructed by or for the Lessee on the Property (except for any In-Kind Payment); 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 constructed by or for the Lessee on the Property, without compensation to the Lessee.

i. A Proposed Lessee the Government determines to pose a threat to the security, health, morals, or welfare of the Government or to be inconsistent with the national security objectives of the United States shall not be selected as a Qualified 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), United States Air Force Academy (USAFA) then such Proposed Lessee shall be disqualified and shall not be selected as a Qualified Lessee, unless otherwise approved by the Secretary of Defense.

3.3 FINANCIAL REQUIREMENTS

a. The Government requires that all financing be in place on or before the date of Lease execution.

If Project proposal includes gifts, donations and/or other alternative financing, the funds must be placed in a third-party escrow account which is verifiable before the date of Lease execution or 180-days from commencement of negotiations, whichever is earlier.

b. The Qualified Lessee(s) shall not cross collateralize and cross default the Lease, or the assets or revenues of the Project. Moreover, the Qualified Lessee(s) 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 Qualified 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 Property.

d. The Government may require 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 Qualified Lessee(s) shall be required to 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 Two Hundred Thousand Dollars and No Cents ($200,000.00). 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 cash payment is separate from and in addition to the fair market lease value of the Property. It is not a part of the cash rental consideration for the Lease.

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

3.4 DEVELOPMENT AND USE REQUIREMENTS

a. All use and 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 directly 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. A proposal, if any, to relocate 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 USAFA Architectural Design Standards and the USAFA Planning Principles shall apply to all construction on the Property.

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f. The Qualified Lessee(s) shall also comply with the USAFA Integrated Natural Resource Management Plan (INRMP) and USAFA Integrated Cultural Resources Management Plan (ICRMP). The Government will provide the Qualified Lessee(s) a reasonable opportunity to review and comment on any proposed revisions to the INRMP or ICRMP that may affect the Property.

g. The Qualified Lessee(s) is responsible for ensuring the Property can be accessed under elevated security levels consistent with Government security requirements. The Qualified Lessee(s) is responsible for any construction of fencing and roadways needed for the Qualified Lessee(s) to implement this requirement. The Government will have no responsibility for any costs associated with implementation of alternative access or relocation of fencing.

h. Prior to the commencement of any phase of 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.

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

j. 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.

k. The following uses and activities are prohibited on the Property due to security and operational incompatibility or incompatibility with USAFA’s mission:

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. Any Industrial activities or activities involving long or short term storage and/or movement of industrial equipment and/or vehicles. This restriction does not prohibit vehicle parking incidental to otherwise permitted uses.

5. Residential use conflicting or otherwise competing with the Military Housing Privatization Initiative at the Installation where the Property is located. Additionally, the residential restriction precludes single, multifamily, senior or assisted living type facilities (including residential that does not compete with privatized housing) as well as long-term care type facilities.

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

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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 G E N E R A L

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 (the Lease) 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 process.

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 Proposed Lessee 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, including but not limited to, the subleasing of commercial facilities. The Government makes no representations regarding Proposed Lessee’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 Proposed Lessee’s proposed business operations on the Property.

c. 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.

d. 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. Qualified Lessee(s) and unselected Proposed Lessee(s) may ask for a debriefing from the Government source selection team.

e. 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.

f. By participating in the RFQ process, Proposed Lessee(s) agree to indemnify and hold harmless the Government, 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).

g. 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.

h. 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

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Lessee(s) submissions and prior to selection of a Qualified Lessee(s). Any EN responses become part of the Proposed Lessee’s submission and will be considered by the Government in making its Qualified Lessee(s) selection.

i. The Government’s 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 Proposed Lessee 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 Government’s current RESS Contractors are LLCs; 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.

j. Proposed Lessees shall submit a statement acknowledging receipt of the Mandatory Clauses Required by Federal Law attached hereto as Appendix “D” (the “Mandatory Clauses”) 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.

k. 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.

l. 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 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

United States Air Force Academy (USAFA) 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 Appendix “G” (the “Non-Disclosure Agreement”) to each Proposed Lessee following the receipt of their proposal for the United States Air Force Academy Enhanced Use Lease Project.

4.3 SUBMISSION OF RESPONSES

a. Proposed Lessees shall submit responses, proposals, and information in response to this RFQ via e-mail sent directly to scott.nickerson@us.af.mil with a courtesy copy to afcec.eul@us.af.mil, no later than 5:00 PM Central Time on 8 December 2017 (the “RFQ Response Due Date”). The collective e-mail documents (narrative, attachments, illustrations, etc.) shall not exceed 10 Megabytes in size. In addition to the electronic version of the proposal, the Proposed Lessee(s) must furnish five (5) hard copies postmarked on or before the proposal’s due date to the following physical address as noted:

If sending via private courier (e.g. FedEx, UPS, etc.):

AFCEC/CIUE

Attn: Scott Nickerson 3515 South General McMullen San Antonio, TX 78226-9853

If sending via U.S. Postal Service:

AFCEC/CIUE

Attn: Scott Nickerson 2261 Hughes Ave, Suite 155 Lackland AFB, TX 78236-9853

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 4.9. Submitted responses (narrative, exhibits, illustrations, etc.) are limited to 50 total pages (single side, 8.5 x 11 inch page and standard font) using Microsoft Word and/or Adobe Systems Portable Document Format (PDF) not to exceed 10 megabytes. Page limits as specified in the RFQ do not include drawings, cost estimates, mandatory clauses, legal documents, resumes, financial statements, pro formas, engineering calculations, catalog cuts, or specifications. 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.

mailto:joe.weathersby@us.af.mil mailto:afcec.eul@us.af.mil

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Table 1 – Evaluation Factors, Subfactors and Submittal Format

SECTION EVALUATION FACTORS

A Factor 1 – Project Description

Subfactor 1.1 – Project Concept, Market Analysis, and Project Feasibility

Subfactor 1.2 – Project Development, Construction and Operations

B Factor 2 – Return to the Government

Subfactor 2.1 – Proposed Rental and/or Additional Consideration

Subfactor 2.2 – Financial Pro forma

C Factor 3 – Organization, Experience and Capability

Subfactor 3.1 – Organization and Experience

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: PROJECT CONCEPT, MARKET ANALYSIS AND PROJECT FEASIBILITY

a. The Proposed Lessee(s) shall explicitly document the market demand and market feasibility analysis for its 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 availability of commercial activities/services that will compete with the market demand for the proposed Project;

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

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

4.4.2 SUBFACTOR 1.2: PROJECT DEVELOPMENT, CONSTRUCTION AND OPERATIONS

a. Proposed Lessees shall submit a narrative describing their proposed Project including a plan for the development, construction and operation of the Project. This narrative shall demonstrate compliance with EUL Objectives described in the Executive Summary 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 proposed development, size, type, performance or capacity, site considerations, engineering and construction work to be performed;

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

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

4. 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 stormwater management areas;

i. If the Proposed Lessee is not interested in leasing all of the Property, the submitted conceptual site plan shall explicitly identify the desired portion of the proposed lease area;

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

6. A conceptual environmental management plan;

7. 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;

8. Description of the Project impact(s), if any, on surrounding communities, local government, and governmental authorities to include “covered entities” as described in 10 USC §2667 and section 3.1(f) of this RFQ;

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

10. Proposed emergency services plan; and

11. A Property security and access management plan.

4.5 SECTION B, FACTOR 2 – RETURN TO THE GOVERNMENT

4.6 SUBFACTOR 2.1: PROPOSED RENTAL AND/OR ADDITIONAL CONSIDERATION

a. Proposed Lessees shall explicitly document their proposed cash rental or in-kind consideration to be provided to the Government, in exchange for the leasehold interest in the Property. The proposed cash consideration 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 rent or other consideration;

3. Net present value of all proposed cash consideration to be provided to the Government;

and

4. Proposed Lessees shall demonstrate how the cash rent 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.

5. If In-Kind Payment is proposed to be paid to the Government in the preferred form of a visitor center, Proposed Lessee shall also submit the following:

i. A description of the proposed In-Kind Payment development, size, type, performance or capacity, site considerations, and engineering and construction work to be performed;

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

iii. 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; and

iv. A description of the quality control processes and corporate systems employed to maintain quality control of the design, permitting, financing, and construction of the In-Kind Payment.

v. A narrative of up to five (5) most recent and relevant projects completed or in progress by the Proposed Lessee (or entity to contracted by Proposed Lessee) in design, permitting, financing, and construction of projects similar to the In-Kind Payment. 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 In-Kind Payment.

4.6.1 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.

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iv. Net Operating Income projection for each year of the term of the Lease 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; and 5) etc.,

viii. Line item description and proposed Net Present Value (NPV) of the cash consideration using market base 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 or in-kind consideration to be paid to the Government over the 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 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 – ORGANIZATION, EXPERIENCE AND CAPABILITY

4.8 SUBFACTOR 3.1: ORGANIZATION AND EXPERIENCE

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 the responsibilities of each team member, the extent to which the team has worked together in the past, the legal form of ownership and management of each and team member, and (if other than the Proposed Lessee) expressly identify the team member organization that will be financially accountable for Project performance. The Proposed Lessee shall submit copies of legally binding contracts or agreement(s) it has in place with each member for the Project, or otherwise state that no such contracts or agreement(s) exist.

b. 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, without limitation, certificates of good standing, formation agreements, by-laws, operating and management agreements, organizational charts, and a certificate of disclosure of ownership interests.

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c. 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.

d. 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.

e. 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.

4.8.1 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 method 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 (e.g. letter of commitment) 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. If the Project proposal includes gifts, donations and/or other alternative financing, the Proposed Lessee shall provide evidence the particular source of such funding (e.g., donor) evidencing both a commitment and a current ability to provide funding in amounts corresponding to those projected sources of funds in the financial pro forma.

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…