DRAFT RFLP USAF AFCEC 23 R 0001Final.pdf

Request for Lease Proposal No. USAF-AFCEC-23-R-0001 Page 1 of 24

JB MDL EUL

United States Department of the Air Force

Air Force Civil Engineer Center Installations Directorate (AFCEC/CI)

Enhanced Use Leasing Project Joint Base McGuire – Dix – Lakehurst (JB MDL), New Jersey

Request for Lease Proposal (RFLP)

RFLP No. USAF-AFCEC-23-R-0001

PROPOSALS ARE DUE NO LATER THAN

5:00 P.M. CT on Friday, 28 November 2022 in accordance with Section 4.3, Submission of Responses

Request for Lease Proposal No. USAF-AFCEC-23-R-0001 Page 2 of 24

TABLE OF CONTENTS

1. EXECUTIVE SUMMARY

2. EXISTING CONDITIONS

3. GENERAL LEASE REQUIREMENTS

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

3.2. OTHER TERMS AND REQUIREMENTS

3.3. FINANCIAL REQUIREMENTS

3.4. DEVELOPMENT AND USE REQUIREMENTS

4. INSTRUCTIONS TO OFFEROR(S)

4.1. GENERAL

4.2. RESTRICTION ON DISCLOSURE AND USE OF DATA

4.3. SUBMISSION OF RESPONSES

4.4. SECTION A, FACTOR 1 – PROJECT DESCRIPTION SUBMITTAL REQUIREMENTS

4.5. SUBFACTOR 1.1: PROJECT CONCEPT, MARKET ANALYSIS, AND PROJECT FEASIBILITY . 14

4.6. SUBFACTOR 1.2: PROJECT DEVELOPMENT, CONSTRUCTION AND OPERATIONS

4.7. SECTION B, FACTOR 2 – RETURN TO THE GOVERNMENT

4.8. SUBFACTOR 2.1: PROPOSED RENTAL AND/OR ADDITIONAL CONSIDERATION

4.9. SUBFACTOR 2.2: FINANCIAL PRO FORMA

4.10. SECTION C, FACTOR 3 – ORGANIZATION, EXPERIENCE AND CAPABILITY

4.11. SUBFACTOR 3.1: ORGANIZATION AND EXPERIENCE

4.12. SUBFACTOR 3.2: FINANCIAL CAPABILITY

4.13. SECTION D, FACTOR 4 – INTEGRATED PROJECT PLAN AND SCHEDULE

5. BASIS OF POTENTIAL LESSEE SELECTION

5.1. SOURCE SELECTION STRATEGY

5.1.1. BEST VALUE SELECTION

5.1.2. FACTOR 1: PROJECT DESCRIPTION

5.1.3. FACTOR 2: RETURN TO THE GOVERNMENT

5.1.4. FACTOR 3: ORGANIZATION, EXPERIENCE AND CAPABILITY

5.1.5. FACTOR 4: INTEGRATED PROJECT PLAN AND SCHEDULE

5.2. EVALUATION COLOR RATINGS

6. NEGOTIATIONS

6.1. STRATEGY

6.2. LEGAL DOCUMENTATION

7. CONGRESSIONAL NOTIFICATION AND REPORTING REQUIREMENTS

7.1. DOCUMENTATION

7.2. CLARIFICATIONS/QUESTIONS

8. INDUSTRY EXCHANGE DAY

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LIST OF APPENDICES

Appendix A-1 – Depiction of the Property and Map Appendix A-2 – Existing Improvement(s) Appendix B – Existing Encumbrances and Third-Party Property Interests Appendix C – Insurance Requirements Appendix D – Non-Disclosure Provisions Appendix E – Mandatory Clauses Appendix F – Offeror’s Cover Page Appendix G – Pre-Offer Inquiry (“POI”) Form Appendix H – Environmental Baseline Survey Appendix I – In-Kind Payments General Requirements

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LIST OF TABLES

Table 1 – Evaluation Factors, Subfactors and Submittal Format Table 2 – Performance Color Ratings Table 3 – Confidence Color Ratings

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1. EXECUTIVE SUMMARY

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

c. Pursuant to the foregoing Executive Order and the Enabling Statute, the Department of the Air Force (the “Government”) is issuing this “Final”, Request for Lease Proposal (the “RFLP”) to solicit proposals from entities (“Offeror(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 JB MDL, (the “Installation/Property(s)”), which is an active military installation located in several municipalities in Burlington County and Ocean County, New Jersey. The parcels proposed comprised of approximately 169 acres of land (the “Property”) located in Plumstead Township and Manchester Township respectively; from the Government for the purposes of financing, permitting, developing, constructing, installing, owning, maintaining and operating energy-related improvements such as a natural gas plant, solar and/or commercial mixed-use developments; 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 RFLP, the Government will evaluate all proposals received to select “one or more” Offeror(s) as “Potential Lessee(s)” with whom to enter into lease negotiations. A Potential Lessee with whom the Government makes and enters into a written and legally binding lease agreement is hereinafter referred to as a “Lessee.” A Potential Lessee may not actually become a Lessee.

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

1. Selecting a Potential Lessee that will lease and optimize the use of the Property for an energy-related project or projects in accordance with the Enabling Statute and within the constraints and restrictions documented in the RFLP;

2. Selecting a Potential Lessee that will optimize the “in cash or in-kind” consideration to be received by the Government in exchange for granting a leasehold interest in the Property;

3. Selecting a Potential Lessee that will lease and use the Property in a manner that minimizes risk to the Government;

4. Selecting a Potential Lessee that will lease and use the Property in a manner that is compatible with the Government mission and adjacent Government uses;

5. Selecting a Potential Lessee that will lease and use the Property in a manner that minimizes environmental and cultural impacts;

6. Selecting a Potential Lessee that will lease and use the Property consistent with best commercial practices; and

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7. Selecting a Potential Lessee 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.

2. EXISTING CONDITIONS

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. The Potential Lessee 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-1 (“Depiction of the Property”) attached hereto and incorporated herein by this reference. The Property contains certain Government-owned improvements and personal property more expressly described in Appendix A-2 (the “Existing Improvements”) that will, unless otherwise provided in this RFLP, be leased to the Lessee upon execution of the Lease. The Property shall be deemed to include Existing Improvements. Any additional improvements and personal property to be constructed or placed on the Property by the Lessee (the “EUL Improvements”) shall be owned, operated, and maintained by the Lessee in accordance with the Lease. All appendices attached hereto are incorporated herein and made a part hereof by reference.

c. Without limiting the foregoing, to the best of the Government's Actual Knowledge (defined below), 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 Offeror(s). As used in this RFLP, the term "Actual Knowledge" means the information actually known to the Installation's Civil Engineering organization. To the extent possible, the Government will provide the Offeror(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. “Prior to executing the Lease, the Government shall provide an Environmental Baseline Survey of the Property (the “EBS”) to the Potential Lessee(s).” An electronic copy of the EBS will be provided to Offeror(s) upon request.” The EBS shall set 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.

d. If not previously completed, the Potential Lessee shall be responsible, at its own expense, for preparing an Environmental Assessment (“EA”) or an Environmental Impact Statement (“EIS”) to the satisfaction of, and to be signed by, the Government, of the reasonably foreseeable environmental impacts associated with the Potential 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 Code of Regulations (C.F.R.) Parts 1500 to 1508, and regulations published by the Government at 32 C.F.R. Part 989. The Potential Lessee must complete its environmental analysis and the Government must fully comply with NEPA prior to entering into and executing a Lease.

e. The Potential Lessee and Government shall reach an agreement with respect to the physical

Request for Lease Proposal No. USAF-AFCEC-23-R-0001 Page 7 of 24 appearance and condition of the Property, and the parties 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 B (the “Existing Encumbrances and Third-Party Property Interests”).

g. The current legislative jurisdiction of the Property is Federally Exclusive. “The Government reserves the right to seek retrocession of the Property to Concurrent Jurisdiction. By proceeding with negotiations with the Government, the Offeror(s) acknowledges and agrees that such retrocession will not be a basis for a claim by the Offeror(s) pertaining to property taxes or other costs resulting from such retrocession.”

“The Government may provide fire, law enforcement services, and other emergency services to facilities located within the Installation’s boundaries, unless the Project is severable from the remainder of the Installation and a State or local government is available to provide such services. These costs must be reflected in the operating budget. The Lessee must reimburse the Government for all actual costs incurred for these services. The Government will invoice for the actual costs when requesting reimbursement. The Government requires payment to be made by electronic funds transfer. The Government in no way warrants the continued provision or adequacy of any such services it may furnish to the Lessee.”

3. GENERAL LEASE REQUIREMENTS

This Section 3, inclusive of sub-sections, lists general requirements that must be complied with by the Potential Lessee 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 Offeror(s). The Government has the right to impose any and all requirements necessary or desired to ensure the Lease is in compliance with all applicable Federal (including but not limited to laws and requirements referenced in the Mandatory Clauses – Exhibit E (defined below)), State, and local laws, rules, regulations, requirements, orders, permits, ordinances, including but not limited to building codes, policies, directives and instructions, including but not limited to all applicable Department of Defense and Air Force directives, instructions, manuals, playbooks, and policies, as they may be amended, modified or replaced from time to time (“Applicable Law”).

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 Offeror proposes, and the Government determines that a longer term promotes national defense or is in the Government’s interest. The Offeror(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 Offeror(s) shall submit facts and information to support its proposed term such as useful life of the improvements (with regular repair and maintenance and without recapitalization) and underlying contracts to be fulfilled directly by the Potential Lessee.

Copies of such underlying contracts or agreements shall be provided to the Government.

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Justification for the lease term shall be provided in the financial pro forma required per Section

4.9 of this RFLP.

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 Potential Lessee(s) to the Government. The consideration must be paid in cash (while the Enabling Statute also authorizes payment of in-kind, or a combination the Government is requiring consideration for the Lease of the Property to be paid in cash)” or alternatively, or Potential Lessee(s) provide consideration in cash sufficient to allow the Government to construct the improvements it prefers to obtain through the In-Kind Payment. The land on which the Qualified Lessee(s) constructs the In-Kind Payment will not be included in the Property and will be subtracted from the total acreage available for use to the Qualified Lessee(s). The location of the In-Kind Payment within the Property is subject to negotiation and will be agreed upon and identified when the Potential Lessee(s) obtains its survey and will be excluded from the Property prior to lease execution”.

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 the Enabling Statute), the Potential Lessee must provide covered entities, at the Government’s election in its sole and absolute discretion, with either (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 Potential Lessee’s leasehold interest in the Property and its operations and activities on the Property may be taxed by State and local governments. See Section 3.3.c. below.

g. The Potential Lessee’s use(s) of the Property shall be directly compatible with the mission and plans and programs of the Installation.

3.2. OTHER TERMS AND REQUIREMENTS

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

b. The Potential Lessee 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. All utilities and services necessary for the Project, shall be obtained and provided for by the Potential Lessee(s), at its sole cost and expense.

d. 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, the Existing Improvements, EUL Improvements, and the structures or improvements located on the Property; abandon, vacate or remove utilities or

Request for Lease Proposal No. USAF-AFCEC-23-R-0001 Page 9 of 24 other infrastructure from the Property; restore the Property and surrender the 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 Lessee’s improvements located on the Property, without compensation to the Lessee. The Lessee shall establish and maintain a demolition reserve account to fund the demolition of all facilities, Existing Improvements, and EUL Improvements on the Property and to restore the Property to the reasonable satisfaction of the Government upon the expiration or earlier termination of the Lease.

e. Offeror that 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, will not be selected as a Potential Lessee. Should the government of a terrorist country have a significant interest in the Offeror (or a parent, affiliate, or subsidiary of the Offeror), then such Offeror shall be disqualified and shall not be selected as a Potential Lessee, unless otherwise approved by the Secretary of Defense. This restriction is in accordance with 10 U.S.C. § 2327.

3.3. FINANCIAL REQUIREMENTS

a. The Government requires that all financing be in place on or before the date of Lease execution. If a Project proposal includes gifts, donations and/or other alternative financing, the Government may require that the Potential Lessee(s) provide evidence, satisfactory to the Government, that the funds have been placed in a third-party escrow account before the date of Lease execution.

b. The Potential Lessee(s) may not cross collateralize and cross default the Lease or the assets or revenues of the Project. Moreover, the Potential 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 Potential Lessee 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 Potential Lessee’s leasehold interest or against its activities or operations on the Property.

d. The Potential Lessee 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 Potential Lessee 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.

e. The Potential Lessee shall, at its sole expense, (i) obtain all required environmental and non-environmental permits and approvals, (ii) enter into any and all required agreements with third parties, (iii) pay any and all costs, fees and expenses required in connection with its development of the Project and, (iv) comply with all Applicable Law and must not seek to avoid compliance with Applicable Law, including but not limited to regulatory requirements, by claiming federal status or derivative sovereign immunity as EUL developments are primarily private sector endeavors.

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3.4. DEVELOPMENT AND USE REQUIREMENTS

a. All uses and development activities on the Property shall be in accordance with Applicable Law, including but not limited to building codes such as Unified Facilities Criteria and local and International 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 Installation.

c. Development and construction on the Property may be subject to Department of Defense and/or Air Force Anti-Terrorism and Force Protection requirements, including but not limited to offsets from roadways and adjacent Department of Defense or other federal agency facilities.

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

e. Prior to the commencement of any phase of construction, the Potential Lessee shall deliver to the Government payment and performance bonds in amounts and subject to conditions deemed acceptable to the Government.

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

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

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

2. Structures, activities, and operations that adversely affect 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. Any housing development concept must explain how it does not compete with Military Housing Privatization Initiatives at or for the Installation.

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

4. INSTRUCTIONS TO OFFEROR(S)

4.1. GENERAL

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

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

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

d. After the receipt and evaluation of acceptable responses to this RFLP, the Potential Lessee and the Government will negotiate the terms, conditions, agreements, plans, and schedules, etc., to effectively implement the Potential Lessee’s proposed development, use, management, and operation of the Property in a manner that is acceptable to the Government. Unselected Offerors may ask for a debriefing from the Government source selection team.

e. While the Government intends to enter a Lease with the Potential Lessee, it is under no obligation to do so and reserves the right to cancel this RFLP and reject all submissions at its sole discretion. The Government reserves the right to suspend and/or amend all provisions of the RFLP 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 RFLP process, Offeror(s) agree to indemnify and hold harmless the Government, its officers, employees, and consultants from all claims, liabilities, and costs related to this RFLP. 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 RFLP. This includes all activities related to negotiations with the Potential Lessee(s).

g. This RFLP may be amended at any time by the Government by formal amendment, document, letter, facsimile, or electronic mail. If this RFLP is amended, then all terms and conditions that are not amended remain unchanged.

h. The RFLP response/proposal shall contain the Offeror’s best terms and be complete in accordance with this RFLP. However, the Government reserves the right to require Offeror(s) to provide an oral presentation of their proposal. The Government does not intend to but may, at its sole discretion, conduct discussions with Offeror(s), typically through evaluation notices (ENs) any time after Offeror(s) submissions and prior to selection of a Potential Lessee. Any EN responses become part of the Offeror’s submission and will be considered by the Government in making its Potential Lessee selection.

i. The Government Real Estate Support Service ("RESS") and Privatization Real Estate Support Service (“PRESS”) contractors, their successors, and their respective team members, subcontractors, and subcontractors’ successors are all precluded from proposing on any Government EUL projects, and from acting as subcontractors, consultants or team members to a development phase contractor for a period of up to ten (10) years from the expiration of their most

Request for Lease Proposal No. USAF-AFCEC-23-R-0001 Page 12 of 24 recent contract with the Government in accordance with the terms of their contract(s).

Accordingly, Offeror(s) shall not include these firms as part of their teams or request their assistance with proposal preparation. It is incumbent upon each Offeror to ensure that its team does not include any of the RESS or PRESS contractors or their respective team members and subcontractors. The RESS and PRESS Contractors are as follows: EMAX Financial and Real Estate Advisory Services; MC Fuhrman and Associates, LLC; Alvarez and Marsal Real Estate Advisory Services, LLC; Jones Lang LaSalle; MWH Americas Inc.; and FPS Advisory Group, LLC. Proposals including a prohibited team member or subcontractor will be rejected. RESS and PRESS contractors have signed Non-Disclosure Agreements.

j. Offeror(s) shall submit a statement acknowledging receipt of the Mandatory Clauses Required by Federal law attached hereto as Appendix E (the “Mandatory Clauses”) and incorporated herein by this reference and indicating their compliance with these requirements during the preparation of their proposals and, if the proposal includes In-Kind Payment, the statement shall also indicate their compliance with the additional requirements clauses which apply to in-kind consideration. 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 RFLP may be rejected by the Government. Any Offeror whose proposal is rejected for being incomplete will be notified by the Government of the material deficiencies in its proposal. Proposals that are rejected will not be evaluated by the Government in its assessment of the proposals received.

l. Offeror(s) shall submit a signed cover letter as shown in Appendix F (the “Offeror’s Cover Page”). Each proposal must contain the name and mailing address of the Offeror and be properly executed. A proposal executed by an attorney or agent on behalf of the Offeror shall be accompanied by two authenticated copies of the power of attorney or other evidence of agency or authority to act on behalf of the Offeror. If the Offeror is a corporation, a corporate officer authorized to legally bind the corporation, must execute the Offeror’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 RFLP. If the Offeror is a Partnership, Limited Liability Company or any other entity, the Offeror must provide evidence that the party signing the Offeror’s Cover page has the authority to sign or bind the entity.

4.2. RESTRICTION ON DISCLOSURE AND USE OF DATA

a. Offerors who include in their proposals data that they do not want disclosed to the public for any purpose or used by the Government except for evaluation purposes, shall mark the title 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.” Over-marking of a proposal (for example, marking the entire proposal or all or nearly all pages of the proposal) may result in the outright rejection of the proposal by the Government.

b. If, however, a Lease is signed with this Offeror as a result of or in connection with the submission of this data, the Government shall have the right to duplicate, use, or disclose the data

Request for Lease Proposal No. USAF-AFCEC-23-R-0001 Page 13 of 24 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.

Offeror(s) 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 terms and conditions of the Non-Disclosure Provisions in Appendix D, attached hereto and incorporated herein by this reference, apply to each Offeror following the receipt of their proposal for the Project.

4.3. SUBMISSION OF RESPONSES

a. Offeror(s) shall submit responses, proposals, and information in response to the RFLP via e-mail sent directly to david.kinnon@us.af.mil with a courtesy copy to afcec.eul@us.af.mil, no later than 5:00 PM Central Time on Friday, October 27, 2022, (the “RFLP Response Due Date”).

The collective e-mail documents (narrative, attachments, illustrations, etc.) shall not exceed Ten

(10) Megabyte in size. For the proposal to be considered complete and in addition to the electronic version of the proposal, the Offeror(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: Mr. David Kinnon, AFCEC/CIUE 3515 South General McMullen San Antonio, TX 78226-9853 If sending via U.S. Postal Service:

AFCEC/CIUE

Attn: Mr. David Kinnon, AFCEC/CIUE 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 5.2 of this RFLP. Submitted responses (narrative, exhibits, illustrations, etc.) are limited to 40 total pages (single side, 8.5 x 11-inch page and standard font) using Microsoft Word and/or not to exceed 10 megabytes Adobe Systems Portable Document Format (PDF). Page limits as specified in the RFLP 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 Proforma should be attached as a separate stand-alone Microsoft Excel file with unlocked cells, and it will not be countered against the 10 megabytes or the page limit requirements for the email proposal in the

RFLP.

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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 – Integrated Project Plan and Schedule

4.4. SECTION A, FACTOR 1 – PROJECT DESCRIPTION SUBMITTAL

REQUIREMENTS

4.5. SUBFACTOR 1.1: PROJECT CONCEPT, MARKET ANALYSIS, AND PROJECT

FEASIBILITY

The Offeror(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 demonstrate 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.

4.6. SUBFACTOR 1.2: PROJECT DEVELOPMENT, CONSTRUCTION AND

OPERATIONS

Offeror(s) 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 storm water management areas;

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 the Enabling Statute and Section 3.1(e) of this RFLP;

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.

4.7. SECTION B, FACTOR 2 – RETURN TO THE GOVERNMENT

4.8. SUBFACTOR 2.1: PROPOSED RENTAL AND/OR ADDITIONAL

CONSIDERATION

a. Offeror’s shall explicitly document their proposed consideration to be provided to the Government, in exchange for the leasehold interest in the Property. The proposed 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 consideration to be provided to the Government; and

4. Offeror(s) shall demonstrate how the 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.

b. If In-Kind Payment is proposed to be paid to the Government in the preferred form, Offeror(s) shall also submit the following:

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

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

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

4. A 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;

and

5. A narrative of up to five (5) most recent and relevant projects completed or in progress by the Offeror (or entity to be contracted by Offeror) 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.

4.9. SUBFACTOR 2.2: FINANCIAL PRO FORMA

Offeror(s) 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 total consideration to be paid to the Government.

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 the proposed consideration to be paid to the Government over the proposed term of the Lease. If the Offeror 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 Offeror is proposing that, some portion or all of the consideration to be paid to the Government will be from percentage rent or some other form of revenue sharing arrangement: this worksheet shall also include calculations and a narrative detailing the proposed participation percentages, and the priority of payments to the Government.

4.10. SECTION C, FACTOR 3 – ORGANIZATION, EXPERIENCE AND CAPABILITY

4.11. SUBFACTOR 3.1: ORGANIZATION AND EXPERIENCE

a. All Offeror(s) shall provide a narrative detailing its corporate organizational structure, including legal form of ownership and management. If the Offeror(s) 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 Offeror) expressly identify the team member organization that will be financially accountable for Project performance. The Offeror(s) 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 the Potential Lessee(s), the Offeror(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.

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 Offeror in all negotiations with the Government, and throughout the transaction execution and financial closing process.

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e. Provide a narrative describing up to five (5) of the most recent and relevant projects completed or in progress by the Offeror that are similar to the Offeror’s proposed Project. The submittal shall provide details explaining the financing, design, construction, management, and operation of those five (5) projects and specifically state how the Offeror 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 of each project. For the purposes of this factor, “relevant work” is those whose scope, magnitude and the complexity are similar to the Offeror’s proposed Project.

4.12. SUBFACTOR 3.2: FINANCIAL CAPABILITY

a. The Offeror(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 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 (e.g., letter of commitment) or plan to secure 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 Offeror’s financial strength. Financial statements must have been audited in accordance with Generally Accepted Accounting Principles.

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

4.13. SECTION D, FACTOR 4 – INTEGRATED PROJECT PLAN AND SCHEDULE

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

a. Proposed agreements anticipated to be necessary for the Project and other business arrangements with the Government or third parties;

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

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

d. Critical path milestones and activities such as negotiation of transaction documents and

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e. Identify its proposed approach to successfully interact with critical Government and other stakeholders (including, but not limited to, local, state, and federal entities and regulatory agencies) to efficiently execute the Project.

5. BASIS OF POTENTIAL LESSEE SELECTION

5.1. SOURCE SELECTION STRATEGY

5.1.1. BEST VALUE SELECTION

a. This source selection will utilize a two-phase, best-value process. Phase I of this source selection will rank and select Offeror(s) and proposal(s) that provide the best value to the Government based upon an integrated and cumulative assessment of all factors and subfactors listed in Table 1 of Section 4 above; Factor 1 (Project Description), Factor 2 (Return to the Government), Factor 3 (Organization, Experience, and Capability), and Factor 4 (Integrated Project Plan and Schedule). Factors 3 and 4 are of equal importance. Factors 1 and 2 are of equal importance and more important than Factors 3 and 4. Subfactors within each Factor are of equal importance. Factors 1, 2, 3 and 4 will be assigned an overall evaluation rating. Phase II, lease negotiations, shall commence after the Government completes the evaluation and ranking of the submitted offers/proposals and provides written notice to the Offeror with the best-value proposal that it has been selected as the Potential Lessee. However, a Potential Lessee may not actually become a Lessee.

b. In order to promote an efficient competition and to avoid the unnecessary expenditure of resources by Offeror(s), the Government reserves the right (in its sole and absolute discretion) to establish a competitive range(s) and hold discussions at any point in the evaluation process and to remove from the competitive range any Offeror whose proposal, in the judgment of the Government, stands no reasonable likelihood of being…