AI Data Center RFLP_10 15 25_final.pdf

Request for Lease Proposal No. AFCEC-26-R-0002

Multiple Installations / AI Data Center

United States Department of the Air Force

Air Force Civil Engineer Center

Installations Directorate

Artificial Intelligence (AI) Data Center

Development at Arnold AFB, TN, Davis-Monthan AFB, AZ, Edwards AFB, CA

Joint Base McGuire-Dix-Lakehurst, and Robins

AFB, GA

Request for Lease Proposals (RFLP)

RFLP No. AFCEC-26-R-0002

PROPOSALS ARE DUE NO LATER THAN

5:00 P.M. CT on 14 November 2025 in accordance with Section 4.3, Submission of

Responses

TABLE OF CONTENTS

1. EXECUTIVE SUMMARY

2. EXISTING CONDITIONS

3. GENERAL LEASE REQUIREMENTS

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

3.2 EXECUTIVE ORDER 14318 REQUIREMENTS

3.3 OTHER TERMS AND REQUIREMENTS

3.4 FINANCIAL REQUIREMENTS

3.5 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, MINIMUM EXPERIENCE REQUIREMENTS (MERS)

4.5 SECTION B, FACTOR 1 – PROJECT DESCRIPTION SUBMITTAL REQUIREMENTS

4.6 SUBFACTOR 1.1: PROJECT CONCEPT, MARKET ANALYSIS, AND PROJECT FEASIBILITY .16

4.7 SUBFACTOR 1.2: PROJECT DEVELOPMENT, CONSTRUCTION AND OPERATIONS

4.8 SECTION B, FACTOR 2 – RETURN TO THE GOVERNMENT

4.9 SUBFACTOR 2.1: PROPOSED RENTAL CONSIDERATION

4.10 SUBFACTOR 2.2: FINANCIAL PRO FORMA

4.11 SECTION C, FACTOR 3 – ORGANIZATION, EXPERIENCE AND CAPABILITY

4.12 SUBFACTOR 3.1: ORGANIZATION AND EXPERIENCE

4.13 SUBFACTOR 3.2: FINANCIAL CAPABILITY

4.14 SECTION D, FACTOR 4 – INTEGRATED PROJECT PLAN AND SCHEDULE

5 BASIS OF POTENTIAL LESSEE(S) 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

LIST OF APPENDICES

Appendix A – Executive Order 14318: Accelerating Federal Permitting of Data Center

Infrastructure dated 23 July 25

Appendix B-1 – Depiction of the Properties – Arnold AFB

Appendix B-2 – Depiction of the Properties – Davis-Monthan AFB

Appendix B-3 – Depiction of the Properties – Edwards AFB

Appendix B-4 – Depiction of the Properties – JBMDL

Appendix B-5 – Depiction of the Properties – Robins AFB

Appendix C – Mandatory Clauses

Appendix D – Insurance Requirements

Appendix E – Offeror’s Cover Page

Appendix F – Non-Disclosure Provisions

Appendix G - Pre-Offer Inquiry (“POI”) Form

Appendix H – Non-Binding Term Sheet

LIST OF TABLES

Table 1 – Evaluation Factors, Subfactors and Submittal Format

Table 2 – Performance Color Ratings

Table 3 – Confidence Color Ratings

1. EXECUTIVE SUMMARY

a. The Department of the Air Force (“DAF”) is accepting proposals for the development of

Artificial Intelligence (“AI”) data centers (“Projects”). These Projects are in accordance with

Executive Order 14179: Removing Barriers to American Leadership in Artificial Intelligence dated

23 January 2025 and Executive Order 14318: Accelerating Federal Permitting of Data Center

Infrastructure dated 23 July 2025. Projects must, at a minimum, be “Qualifying Projects” as defined in Executive Order 14318 (at Appendix A) including, but not limited to, a facility that requires greater than 100 megawatts (MW) of new load and a Project of at least $500M in capital expenditures. As consideration for leasing its parcels to developers selected under this RFLP, DAF is seeking monetary consideration for the AI data center. If an onsite power generation component is included in the proposal, then the DAF will require the first right of refusal to power generation.

b. 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 ….”

c. 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.

d. Pursuant to the foregoing Executive Orders and the Enabling Statute, the DAF (herein, the

“Government”) is issuing this Request for Lease Proposal (this “RFLP”) to solicit proposals from qualified entities (individually an “Offeror” and collectively “Offerors”) interested in leasing from the Government one or more underutilized parcels of land (each a “Property” and collectively the “Properties”) for private commercial data center use on Arnold Air Force Base

(AFB), TN, Edwards AFB, CA, Joint Base McGuire-Dix-Lakehurst (JBMDL), NJ, Davis-

Monthan AFB, AZ, and Robins AFB, GA (each, an “Installation” and collectively, the

“Installations”), which are all active military installations located within the contiguous United

States. Each Property and associated acreage is depicted in Appendix B-1 through B-5 of this

RFLP (“Depiction of Properties”), along with additional information. Offerors are not required to submit development proposals for all Installations but instead can choose to submit proposals for Installations in which the Offeror feels a project is commercially viable. The Government may purchase AI Data Center services and power from the Project(s) but is under no obligation to do so.

e. 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 Offerors as potential lessee(s) with whom to enter into lease negotiations (individually a “Potential Lessee” and collectively “Potential Lessees”). A Potential Lessee(s) with whom the Government executes a legally binding written long-term ground lease agreement (“Lease”) is hereinafter referred to in this RFLP as a “Lessee(s).” A Potential Lessee(s) may not actually become a Lessee if lease negotiations are not successful.

f. The Government’s objectives in issuing this RFLP and leasing one or more of the

Properties include, but are not limited to, the following (collectively, the “EUL Objectives”):

1. Selecting a Potential Lessee(s) that will lease and optimize the use of the Properties in accordance with the Enabling Statute and within the constraints and restrictions documented in this RFLP;

2. Selecting a Potential Lessee(s) that will optimize the value of the consideration to be received by the Government in cash for granting a leasehold interest in the Properties.

3. Selecting a Potential Lessee(s) that will lease and use the Properties in a manner that minimizes and mitigates impact and risk to DAF missions, Government functions, and the surrounding community in general; specifically this includes a mitigation and contingency plan to ensure the ongoing operations and life cycle of utilities (e.g., energy, water, communication bandwidth), and access to affordable, reliable and quality utilities;

4. Selecting a Potential Lessee(s) that will lease and use the Properties consistent with best commercial practices; and

5. Selecting a Potential Lessee(s) that will lease and use the Properties in a manner that supports positive relations with State and local governmental authorities and the communities adjacent to the Properties.

6. Selecting a Potential Lessee(s) that demonstrates the greatest potential to successfully manage the Properties over the lease term.

7. Selecting a Potential Lessee(s) that will lease only those portions of the Properties needed for its development.

2. EXISTING CONDITIONS

a. EACH OF THE PROPERTIES 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. A Potential Lessee(s) shall rely solely and exclusively on their own independent investigation and due diligence in determining whether the Properties are suitable for their proposed use. Each of the Properties is depicted in Appendices A-1 through A-5. Each of the

Properties include certain Government-owned improvements and personal property more expressly described in Appendices B-1 through B-5 (the “Existing Improvements”) that will, unless otherwise provided in this RFLP, be leased to a Lessee upon execution of a Lease. Any additional improvements and personal property to be constructed or placed on the Properties by a

Lessee(s) (the “EUL Improvements”) shall be owned, operated, and maintained by that Lessee(s) in accordance with the Lease.

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 Properties, other than information disclosed in this RFLP or provided in writing to all

Offerors. As used in this RFLP, the term “Actual Knowledge” means information actually known to each Installation’s Civil Engineering organization. The Government will provide Offerors with access to all relevant and available environmental documentation concerning the Properties to the best of the Government’s Actual Knowledge and in the Government’s possession. Legacy

Environmental Baseline Surveys (each an “EBS”) are referenced in Appendix B-1 through B-5.

Each Potential Lessee shall be responsible at its own expense, for preparing a new EBS to the satisfaction of and to be signed by the Government to confirm the environmental conditions prior to executing a Lease.

d. The Potential Lessee(s) shall be responsible, at its own expense, for preparing an

Environmental Analysis (“EA”) or an Environmental Impact Statement (“EIS”) to the satisfaction of the Government, of the reasonably foreseeable environmental impacts associated with the

Potential Lessee’s proposed use of the Properties, as required by the National Environmental

Policy Act (“NEPA”) and the DoD NEPA Implementation Procedures. The Potential Lessee(s) must complete its environmental analysis and the Government must fully comply with NEPA prior to entering into and executing a Lease.

e. The Potential Lessee(s) and Government shall reach an agreement with respect to the physical appearance and condition of each of Properties, and the parties shall prepare and execute a Physical Condition Report evidencing their agreement prior to lease execution.

f. The Government is leasing each of the Properties subject to all existing encumbrances

(recorded and unrecorded). To the best of the Government’s Actual Knowledge, a list of such encumbrances is attached hereto as Appendix C (the “Existing Encumbrances and Third Party

Property Interests”).

g. The current legislative jurisdiction of each of the Properties is available in Appendix B-1 through B-5. If the Properties or any portion of it is under exclusive federal jurisdiction, then the

Government intends to seek retrocession of the Property to Proprietary or Concurrent Jurisdiction.

By proceeding with negotiations with the Government, the Offeror(s) acknowledge and agree that such retrocession will not be a basis for a claim by the Offeror(s) pertaining to property taxes or other costs or potential time delays resulting from such retrocession.

h. The Potential Lessee(s) shall be responsible for the cost of an appraisal of the leasehold interest in the Properties for its Project(s), with the appraisal to be contracted by the Government and for the sole benefit of the Government, using approved Government sources and means.

i. 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.

1. If the Government provides such services, these costs must be reflected in the operating budget. The Lessee(s) 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(s).

2. If the Government will not provide such services, the Lessee(s) shall be solely responsible for obtaining said services and for all actual costs and expenses incurred for these services.

3. GENERAL LEASE REQUIREMENTS

This Section 3, inclusive of sub-sections, lists general requirements that must be complied with by the Potential Lessee(s) and/or the Government to lease the Properties (collectively, the “General

Lease Requirements”). This is not an exhaustive list of requirements; there may be other requirements, which may apply to leasing the Properties and/or to the specific use of the Properties 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 D (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 War and DAF directives, including mission capabilities, instructions, manuals, playbooks, and policies, as they may be amended, modified or replaced from time to time (collectively, the “Applicable Law”).

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

a. Each Lease shall be for a term of not more than fifty (50) 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 and underlying contracts to be fulfilled directly by the potential Lessee(s). Copies of such underlying contracts or agreements shall be provided to the Government. 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 (FMV) of the Properties.

d. The consideration must be paid in cash.

e. The Potential Lessee(s)’s leasehold interest in the Properties and its operations and activities on the Properties may be taxed by State and local governments. See Section 3.3.c. below.

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

3.2 EXECUTIVE ORDER 14318 REQUIREMENTS

Potential Lessee(s) are responsible for meeting the minimum requirements defined in Executive

Order 14318 (Appendix A).

3.3 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 will deliver such consideration to the Government. The Government may negotiate with multiple potential lessees to seek maximum value for the Government on each of the Properties.

b. The Potential Lessee(s) shall ensure that insurance policies are maintained throughout the term of the Lease in accordance with the requirements set forth in Appendix E (the “Insurance

Requirements”) attached hereto and incorporated herein by this reference.

c. Any and all utilities including, but not limited to power and water, and all 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(s) shall, at no cost to the Government and to the reasonable satisfaction of the Government, demolish or remove all or a portion of, as designated by the Government, the Existing Improvements, EUL Improvements, and the structures or improvements located on each of the Properties; abandon, vacate or remove utilities or other infrastructure from each of the Properties; restore each of the Properties and surrender the Properties 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)’s improvements located on each of the Properties, without compensation to the Lessee(s). The Lessee(s) shall establish and maintain a demolition reserve account to fund the demolition of all facilities, Existing Improvements, and EUL Improvements on each of the Properties and to restore the Properties to the reasonable satisfaction of the

Government upon the expiration or earlier termination of the Lease.

e. An Offeror that the Government determines would 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(s). 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(s), unless otherwise approved by the Secretary of Defense. This restriction is in accordance with 10 U.S.C.

§ 4871. The information technology, telecom, and data systems proposed to be installed or utilized by Potential Lessee(s) shall comply with U.S. government procurement security standards which identify prohibited sources. The Government may object to installation or use of any electronic equipment manufactured by a prohibited source or a manufacturer having close ties to a prohibited source.

f. The Lessee shall neither transfer nor assign its interests in the Leased Premises or its rights or obligations pursuant to this Lease nor sublease the Leased Premises, without the prior written consent of the Government, with such approval not to be unreasonably withheld. The Government intends to share in the proceeds for any transfer or sale of a Project(s).

3.4 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(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 Potential

Lessee(s)’s leasehold interest or against its activities or operations on the Properties.

d. The Potential Lessee(s) shall be required (i) 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 Fifty Thousand Dollars and No Cents

($250,000.00).The Government shall provide the Potential Lessee(s) notice of the actual amount of this payment, as determined by the Government, prior to each Lease execution. This cash payment is separate from and in addition to any rental payment. It is not a part of the consideration for any Lease.

e. The Potential Lessee(s) 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.

3.5 DEVELOPMENT AND USE REQUIREMENTS

a. All uses and development activities on the Properties shall be in accordance with

Applicable Law, including but not limited to building codes such as local and International

Building Codes, as they may be amended from time to time.

b. All development and construction on the Properties shall be directly compatible with the plans, programs and missions of the Installation. The Government reserves the right to review all plans.

c. Development and construction on the Properties may be subject to Department of Defense and/or DAF 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 to relocate or demolish Existing Improvements, if any, shall be at the Potential

Lessee(s)’s sole cost and expense and will be subject to the Government’s consent and approval, which may be conditioned or denied.

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

f. The Properties 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 Properties 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 overall installation mission objectives, 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 use or activity that is incompatible with environmental, operational or land use constraints.

5. Use of commercially available utilities (e.g., energy, water, communication bandwidth) which would detrimentally impact DAF, the surrounding community, or the Government in general in executing their mission or availability of utility resources; Offerors must clearly identify the sources of utilities and associated infrastructure to enable their proposal and any actions to be taken to mitigate detrimental impacts.

4 INSTRUCTIONS TO OFFEROR(S)

4.1 GENERAL

a. This RFLP is not for an acquisition of goods, services, or facilities for DAF consumption/use and as such, is not governed by the Federal Acquisition Regulation (“FAR”).

This RFLP supports a non-FAR real estate transaction(s) (the Lease(s)) granting temporary use of

Government 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 DAF

Enhanced Use Lease Program competitive solicitation process.

b. The sale of any services or products resulting from operations on the Properties 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, any

Lease or any other 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 Properties. Government participation in the sale of any services or products resulting from operations on the Properties are covered under other authorities outside of the EUL authority of 10 U.S.C. §2667. The responses to this RFLP should demonstrate a viable commercial (non-Federal government) need for the

Offeror(s)’s operations on the Properties.

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

d. 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(s). Any EN responses become part of the Offeror’s submission and will be considered by the Government in making its Potential Lessee(s) selection.

e. After the receipt and evaluation of acceptable responses to this RFLP, the Potential

Lessee(s) and the Government will negotiate the terms, conditions, agreements, plans, and schedules, etc., to effectively implement the Potential Lessee(s)’s proposed development, use, management, and operation of the Properties in a manner that is acceptable to the Government.

Unselected Offerors may ask for a debriefing from the Government source selection team.

f. While the Government intends to enter into a Lease with the Potential Lessee(s), 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.

g. 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 any and all activities related to negotiations with the Potential Lessee(s).

h. 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.

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 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 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 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 Properties 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.

m. The Government may provide additional due diligence materials after the release of this

RFLP to assist Offerors in preparing their proposals. Offerors wishing to access these materials must send an email to David.Mairs@us.af.mil with a courtesy copy to afcec.eul@us.af.mil. The

Government will then provide instructions for access to these materials.

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 mailto:David.Mairs@us.af.mil mailto:afcec.eul@us.af.mil 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 an Offeror as a result of or in connection with the submission of this data, the Government shall have the right to duplicate, use, or disclose the data to the extent provided in the resulting Lease or as needed for Environmental Documentation or the

Freedom of Information Act. This restriction does not limit the Government’s right to use information contained in this data if it is obtained from another source without restriction.

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 G, 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 send an email indicating their desire to submit a proposal within ten days of the RFLP release date to David.Mairs@us.af.mil with a courtesy copy to afcec.eul@us.af.mil.

Instructions to upload proposals will be provided. Proposals are due no later than 5:00 PM Central

Time on 14 November 2025 (the “RFLP Response Due Date”). Hard copy submissions will not be accepted. The collective documents (narrative, attachments, illustrations, etc.) shall not exceed

Ten (10) Megabyte in size.

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 pro forma shall be a stand-alone Microsoft Excel file and not count towards the total page or PDF limit.

mailto:David.Mairs@us.af.mil mailto:afcec.eul@us.af.mil

Table 1 – Evaluation Factors, Subfactors and Submittal Format

SECTION EVALUATION FACTORS

A Minimum Experience Requirements (MERs)

B

Factor 1 – Project Description

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

Subfactor 1.2 – Project Development, Construction and Operations

C

Factor 2 – Return to the Government

Subfactor 2.1 – Proposed Rental and/or Additional Consideration

Subfactor 2.2 – Financial Pro Forma

D

Factor 3 – Organization, Experience and Capability

Subfactor 3.1 – Organization and Experience

Subfactor 3.2 – Financial Capability

E Factor 4 – Integrated Project Plan and Schedule

4.4 SECTION A, MINIMUM EXPERIENCE REQUIREMENTS (MERS)

The Offeror must submit information regarding its data center development experience and financial capabilities with sufficient detail for its proposal to be considered under Evaluation

Factors 1 through 4. The MERs information serves to ensure that Offerors meet a threshold level of experience and financial capability prior to being further evaluated. The MERs shall stand alone in determining an Offeror’s ability to have their proposal continue through the evaluation process.

Questions arising as a result of an interpretation of the MERs should be resolved with the

Designated Government Representative prior to submission of a proposal. A proposal that fails to satisfy the MERs will not be eligible for further consideration and will be eliminated from competition.

The Evaluation Factors for the MERs are:

1. AI data center development experience: Provide details for at least three completed AI data center projects drawing over 100 MW of new contracted power that the Offeror has developed within the last 3 years. Include details explaining the financing, design, construction, management, and operation of that project. Provide a project reference with their name, title, project role, email, and phone number. The Government may elect to contact that reference.

2. Financial capabilities: Provide evidence of the Offeror’s financial strength, e.g. certified financial statements, Internal Revenue Service ("IRS") tax filings or other documentation, including that of any equity contributors. Describe in detail the financing of at least one completed AI data center project of over $500M that Offeror completed within the last 3 years.

The Government will consider the aggregate development experience and financial capabilities of the Offeror and all its teaming partners to determine if the MERs threshold has been met.

4.5 SECTION B, FACTOR 1 – PROJECT DESCRIPTION SUBMITTAL

REQUIREMENTS

4.6 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(s) is viable. 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(s);

2. Site specific energy market and regulatory factors, such as different RTO/ISO conditions based on project development location – or, in the context of regulated utility markets, how the project will be supported by respective local electric, gas, communication network, and water utilities. For any proposed onsite generation, explain how the generation asset will be integrated into the project(s) approach – both near and long term. Please provide a mitigation and contingency plan to ensure DAF and surrounding community utilities’ service life, resiliency, and capacity are not adversely impacted.

3. Facts and data describing the current market availability of commercial activities/services that will compete with the market demand for the proposed Project(s);

4. Facts and data detailing projected target market consumption/use of the Project(s); and

5. A narrative detailing the marketing and community engagement strategy for the proposed

Project.

4.7 SUBFACTOR 1.2: PROJECT DEVELOPMENT, CONSTRUCTION AND

OPERATIONS

Offeror(s) shall submit a narrative describing their proposed Project(s), including any onsite generation components if applicable, plans 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 within the Master Development Plan of proposed development, size, type, performance or capacity, site considerations, engineering and construction work to be performed on both a data center facility and, if applicable, any onsite generation components;

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

3. A Project(s) development and construction plan, including the number of phases required for completion, and milestone schedule for the data center and any energy generation, if applicable;

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

5. A conceptual utility interconnection plan for the Properties, including any onsite generation for the proposed Project;

6. If onsite power generation is proposed, provide a conceptual plan on how to provide backup power to the Installation in the event of a grid outage. Assume an Installation load requirement of up to 35MW. During negotiations, the Government will share its electrical distribution system drawings with the Potential Lessee.

7. A conceptual water management plan;

8. A conceptual environmental management plan;

9. 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;

10. A conceptual plan for noise and light pollution mitigation. In the plan, provide a reference for the standard you are utilizing for your design and how it meets code compliance for the surrounding area;

11. Description of the Project’s other impact(s) on surrounding communities and local governments, and the Offeror(s) mitigation strategies to those impacts;

12. A property management and facilities maintenance plan, to include capital repair and replacement, and grounds maintenance;

13. Proposed emergency services plan; and

14. A property security and access management plan.

4.8 SECTION B, FACTOR 2 – RETURN TO THE GOVERNMENT

4.9 SUBFACTOR 2.1: PROPOSED RENTAL CONSIDERATION

a. Offerors shall explicitly document their proposed consideration to be provided to the

Government in exchange for the leasehold interest in each of the Properties. The proposed consideration shall be substantiated with relevant empirical and quantitative data and analysis to include:

1. Current real estate market conditions for data centers in similarly situated properties;

2. Relevant facts and circumstances that may influence the rent or other consideration; and

3. Annual cash payments to be provided to the Government for base rent and any proposed participation rent.

4.10 SUBFACTOR 2.2: FINANCIAL PRO FORMA

a. 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.). 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(s) revenue.

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

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(s) 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) leasing commissions; 3) demolition; and 4) etc.

viii. Line-item description and proposed total consideration to be paid to the Government.

b. 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 base rent consideration to be paid to the Government over the proposed term of the Lease. If the Offeror proposes to provide the Government with participation rent, this worksheet shall provide an explicit description and delineation of proposed base rent versus any proposed participation rent. If the Offeror is proposing that some portion or all of the consideration to be paid to the Government will be from participation rent or some other form of revenue sharing arrangement, then this worksheet shall also include calculations and a narrative detailing the proposed participation percentages, and the priority of payments to the

Government.

4.11 SECTION C, FACTOR 3 – ORGANIZATION, EXPERIENCE AND CAPABILITY

4.12 SUBFACTOR 3.1: ORGANIZATION AND EXPERIENCE

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

d. If the Offeror is teaming with one or more energy specific entities for any portion of the

Project(s), then it shall provide a narrative detailing the responsibilities of each energy team member, including differing roles and responsibilities dependent on the type of energy market the

Project(s) is located in, the extent to which the energy teams have worked together in the past, the entity and organizational structure, including the legal form of ownership and management of each energy team member, and if other than the Offeror, expressly identify the team member entities that will be financially accountable for Project performance. The Offeror also shall submit copies of all legally binding agreements it has executed with any of the team members.

e. 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.

f. 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 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” are those whose scope, magnitude and the complexity are similar to the Offeror’s proposed Project(s). Additionally, provide a project reference for each with their name, title, project role, email, and phone number. The Government may elect to contact references.

g. The following disclosures are required:

1. Any foreign corporate ownership;

2. Any ownership that has been restructured due to adverse circumstances (including default, triggering of loan covenants, change of controlling partner, etc.);

3. Any action was initiated by a lender to replace, sanction, or suspend any principals of the company from future participation in lending activities;

4. Any notices of default in a lease with the Government, even if resolved;

5. Any legal judgements or settlements regarding fraud made in any federal or state jurisdiction over the past ten years;

6. Any on-going litigation, arbitration, mediation, or other formal dispute process that involves the Government or a lender;

7. Any on-going litigation matters that involve criminal behavior; or

8. Any objection to any of the Lease requirements in Section 3 that would prevent the Offeror from signing the Lease.

4.13 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…