RIA_RFP_Final_22Jan19.pdf

DEPARTMENT OF THE ARMY

REQUEST FOR PROPOSALS No. DACA27-1-19-063

ENHANCED USE LEASE

U.S. ARMY GARRISON - ROCK ISLAND ARSENAL

ROCK ISLAND, ILLINOIS

DATE OF ISSUANCE: January 22, 2019

DATE AND TIME PROPOSAL DUE: March 8, 2019 at 5:00 PM (EST)

After February 22, 2019, questions regarding this RFP may not be considered.

DISCLAIMER

The information presented in this Request for Proposals and all supplements, revisions, modifications, updates, and addenda thereto (collectively, the “RFP”), including (without limitation) narrative descriptions and information, is not represented to be all of the information that may be material to an Offeror’s decision to submit a proposal in response to this RFP or to develop, construct, manage, and maintain the Project (as defined below) on Army property at Rock Island Arsenal, Rock Island, Illinois.

Neither the Department of the Army (“DA”), nor any of its contractors, subcontractors, officers, employees, counsel, advisors, or agents make any representation or warranty, whether expressly implied or created by operation of law, as to the accuracy or completeness of this RFP or any of its contents or materials referred to or provided pursuant to or in connection with this RFP, and no legal liability with respect thereto is assumed or may be implied. Any information or site description is merely provided to assist Offerors in their independent analysis of the decision to submit a proposal. The transaction contemplated by this RFP involves significant risks.

Offerors and their advisors should review carefully all the information set forth in the RFP and any additional information available to them to evaluate such risks.

Except as expressly provided in the Transaction Documents (as defined in Section 1.5) executed by DA, no additional representation or warranty, whether expressly implied or created by operation of law, will be made by DA. No person has been authorized to make or give on behalf of DA any other written or oral representation, warranty, or assurance with respect to the Project or the accuracy or completeness of the information provided in this RFP or otherwise and, if any such representation, warranty, or assurance is made or given, it may not be relied upon by any Offeror as having been made by or on behalf of DA, and DA shall not have any liability for or with respect to such statements.

Table of Contents

1 EXECUTIVE SUMMARY

2 THE EUL SITE

2.1 Location of the EUL Site

2.2 Former Use of the EUL Site

2.3 Existing Improvements at the EUL Site

2.4 Project Considerations

2.4.1 Environmental Regulatory Requirements

2.4.2 Environmental Condition of Property

2.4.3 Other Environmental Considerations

2.4.4 Infrastructure

2.4.5 Legal Considerations

2.4.6 Prevailing Wages

2.4.7 Handicap Accessibility

2.4.8 EUL Statutory Requirements

2.4.9 Compliance with DA’s Requirements and EUL Consideration

2.4.10 Other Considerations

3 SUBMISSION REQUIREMENTS

3.1 Offeror’s Plan

3.2 Relevant Offeror Experience and Past Performance

3.3 Financial Capability

3.4 EUL Consideration

4 INSTRUCTIONS TO OFFERORS

4.1 General Instructions

4.1.1 Time and Date of Submission

4.1.2 Firm Offers

4.1.3 Place and Manner of Submission

4.1.4 Packaging and Copies

4.1.5 Proposal Format

4.1.6 Table of Contents

4.1.7 Page Limits

4.1.8 Restrictions on Disclosure and Use of Data

5 EVALUATION OF PROPOSALS

6 MISCELLANEOUS TERMS AND CONDITIONS APPLICABLE TO THIS RFP

6.1 Questions and Information

6.2 Authorizations by Submission of Proposal

6.3 Teaming Arrangements and Special Purpose Entities

6.4 Hold Harmless

6.5 Ineligibility

6.6 DA Mandatory Requirements

6.7 Lease Start Date

6.8 Other

ATTACHMENTS

ATTACHMENT A: 10 U.S.C. § 2667

ATTACHMENT B: BUSINESS TERMS AGREEMENT

ATTACHMENT C: ENHANCED USE LEASE AGREEMENT (SAMPLE)

ATTACHMENT D: MAPS OF THE EUL SITE

ATTACHMENT E: STRUCTURES

ATTACHMENT F: ENVIRONMENTAL CONDITION OF PROPERTY (ECP)

ATTACHMENT G: PROPERTY CONDITION REPORT

REQUEST FOR PROPOSALS

ENHANCED USE LEASE

ROCK ISLAND ARSENAL, ROCK ISLAND, ILLINOIS

1. EXECUTIVE SUMMARY

1.1 The Department of the Army (“DA”) is issuing this Request for Proposals (“RFP” or “solicitation”), seeking competitive proposals from private, public and/or not-for-profit entities interested in leasing the Rock Island Arsenal golf course comprising approximately 160 acres of land, Building 312 comprising 28,317 SF (Golf Clubhouse), Building 301 comprising 23,194 SF and situated on approximately 6.25 acres of land (Quarters 1), and all other associated structures, under an Enhanced Use Lease (EUL) at the U.S. Army Garrison – Rock Island Arsenal in Rock Island, Illinois (the “Installation”). DA’s goals for this project (“Project”) are DA cost avoidance through 3rd party investments for the revitalization of the golf course and historic facilities, improving usage beyond DA’s Morale, Welfare and Recreation capability, and providing quality hospitality and recreation opportunities for soldiers and the community. Permitted development under the EUL will be improvement and refurbishment of the existing facilities with use of these facilities limited to hospitality and recreational type uses. The golf course must remain in use as a golf course. As further described in Section 3 of this RFP, Offerors must provide a development plan outlining their overall vision and plan for the Project that aligns with DA’s Project goals.

1.2 Pursuant to its leasing authority codified at 10 U.S.C. § 2667 and provided as Attachment A, DA intends to execute a lease (“Enhanced Use Lease” or “EUL”) with a selected Offeror (“Offeror” or “Lessee”) for a term of up to fifty (50) years.

1.3 The Lessee under the EUL will, in part (subject to the terms and conditions of the EUL), be authorized and responsible for financing, designing, operating and maintaining the EUL Site and shall be responsible for complying with all applicable federal, state and local laws, codes, ordinances and regulations. DA envisions the Project will entail a well-planned and coordinated endeavor to utilize the EUL Site in a manner that will not conflict with adjacent Installation ongoing mission-related activities, as well as with the surrounding community.

1.4 Through DA’s leasing authority of 10 U.S.C. § 2667, DA can out lease the EUL Site for the term identified in paragraph 1.2 to accommodate the scope of the Project. In return for the lease of the premises, the selected Offeror will provide consideration not less than the fair market rental value of the lease interest. Under 10 U.S.C. § 2667, DA may receive consideration in the form of either cash or in-kind projects. For purposes of this RFP, however, DA intends to receive consideration solely in the form of cash payments.

1.5 By submitting a proposal, each Offeror accepts all of the terms and conditions set forth in this RFP and its Attachments, including but not limited to, the Business Terms Agreement (BTA) provided as Attachment B, as well as the EUL, a sample of which is provided as Attachment C. Offerors are advised that substantive lease terms and clauses are not subject to further negotiation. Any conflict (whether actual or perceived) between the terms of the BTA, the EUL (collectively, the “Transaction Documents”), this RFP or any provision therein, shall be resolved at and in accordance with DA’s sole and absolute discretion, notwithstanding any provisions of the “Disclaimer” indicating otherwise, which is included and made part of this RFP, or any other document.

1.6 This RFP may be amended or supplemented and all such amendments and supplements shall be considered part of this RFP (and references to the RFP shall include all amendments and supplements unless otherwise specified). In order to receive any amendments or supplements to this RFP, Offerors will be required to register on the Federal Business Opportunities (“FedBizOpps”) transaction website: www.fbo.gov.

1.7 DA reserves the right, at any time, without notice, at its sole and absolute discretion, to (a) modify, suspend, or waive any terms and conditions of this RFP; (b) waive any deficiency or irregularity in any proposal submitted; (c) reject any or all proposals; (d) extend any deadline set forth in this RFP; (e) cancel the RFP process, in whole or in part; (f) discuss any submission with the Offeror that submitted it and require the submission of additional information regarding any aspect of the Offeror’s proposal; (g) make an award to an Offeror who submits a proposal that is not the proposal that would provide DA with the highest value in terms of consideration to be paid under the EUL or otherwise; and (h) initiate further discussions or negotiations directly with the Offeror (after DA selects it for award), if DA believes that the amount of consideration offered for the EUL in the Offeror’s proposal warrants further refinement or enhancement.

1.8 DA’s objective for this RFP and the Project is to maximize the financial return to DA through the lease of non-excess available facilities on the Installation. In leasing the property, DA will capitalize the EUL Site’s value.

2. THE EUL SITE

2.1 Location of the EUL Site. The EUL Site is comprised of approximately 160 acres, consisting mostly of the Rock Island Golf course, together with Building 312, Building 301 and surrounding buildings, located off of Gillespie Street on Rock Island Arsenal. It is situated on the Mississippi River between the cities of Davenport, Iowa and Rock Island, Illinois. It is bounded by the Mississippi River on all sides. A vicinity map of the EUL Site, as well as an aerial photo identifying the EUL Site, are provided as Attachment D.

2.2 Former Use of the EUL Site. A portion of the EUL Site was used as a Golf Course and Club House. Building 301 was formerly used as the Senior Commanders quarters until taken out of the family housing inventory in 2008. It is currently classified as a Heritage Center (museum) and used by DA’s Family and Morale, Welfare and Recreation (FMWR) for social events. Upon execution of the EUL, FMWR will cease all activity on the premises.

2.3 Existing Improvements at the EUL Site. The EUL Site currently consists of 22 structures associated with the Golf Course and 3 structures associated with Building 301 as shown in Attachment E. Design drawings and floor plans may be provided upon request and if available.

The main structures are as follows: Building 22 Golf Course Maintenance shop (12,676 gsf), Building 312 Golf Clubhouse (31,702 gsf), Building 316 Golf Course Maintenance (2,909 gsf) and Building 301 (23,194 gsf). DA records and inspections indicate that some structures contain lead based paint and/or asbestos.

2.4 Project Considerations. In considering whether to submit a proposal to pursue the Project, Offerors should consider the following factors:

2.4.1 Environmental Regulatory Requirements.

a. The EUL and the Project will be subject to all applicable federal, state, local, Department of Defense and Department of the Army environmental laws, codes, ordinances and regulations

b. NEPA and its implementing regulations require that federal agencies analyze the potential environmental impacts of a major federal action (i.e., the Project) that may significantly affect the quality of the human environment before implementing that action. Prior to execution of the EUL, all necessary environmental studies and analyses under NEPA must be completed by DA.

The potential environmental impacts of the Project, as described in any proposal(s) provided in response to this RFP, must be analyzed in accordance with the requirements of 32 CFR, Part 651, Environmental Analysis of Army Actions (the Army’s NEPA regulation) before DA can make informed decisions regarding the Project and before DA makes any irretrievable commitment of resources to the implementation of the Project, such as the execution of the EUL.

DA has completed its NEPA analysis; however, any unique characteristics of the selected Proposal that have not been addressed in DA’s NEPA analysis may require additional analysis by DA. The selected Offeror will be required to comply with, at its sole cost, any mitigation actions required for the Project. If any required mitigation actions significantly and adversely affect the viability of the Project, DA and the selected Offeror will enter into discussions to resolve any disputes regarding the implementation of any such mitigation actions. If DA and the selected Offeror cannot resolve the disputes, DA reserves the right to terminate negotiations.

Upon such termination, DA shall neither owe nor pay any fees, costs, expenses or monetary penalties to the selected Offeror for any reason(s) regarding or stemming from this solicitation, and DA shall, at its discretion, be free to select another Offeror in order to further pursue the EUL and Project, or cancel this entire solicitation.

2.4.2 Environmental Condition of Property. An Environmental Condition of Property (ECP) Report was prepared in accordance with 42 U.S.C. § 9620 (h)(4) and Army Regulation 200-1 (27 Dec 07) and in general conformance with American Society for Testing and Materials (ASTM)

E1527-13 and D5746. The ECP is provided as Attachment F. In accordance with ASTM Designation D5746-98 (2010), Standard Classification of Environmental Condition of Property Area Types for Defense Base Closure and Realignment Facilities, the ECP classifies the EUL Site as follows: Parcel I (Golf Course) Category 4 and Parcel II (Building 301) Category 1.

Category 1 sites are defined as “Areas where no release or disposal of hazardous substances or petroleum products has occurred (including no migration of these substances from adjacent areas).” Category 4 sites are defined as “Areas where release, disposal and/or migration of hazardous substances has occurred and all removal or remedial actions to protect human health and the environment have been taken.” The classification for Parcel I was selected based on evidence indicating the historic release of gasoline from a previously placed Underground Storage Tank (“UST”) within the subject property; however, this release has been fully remediated and the UST was removed in 1990. There is also evidence of minimal leakage into the soil from an abandoned heating oil pipeline adjacent to Building 11 that runs into the subject property. Given this evidence, there is always the possibility of a de minimis release on the subject property. No soil samples were taken during the investigation of the subject property.

There are historically and currently minimal quantities of petroleum products stored and used at the maintenance facility.

2.4.3 Other Environmental Considerations.

a. Seven special status species have been identified or have the potential to occur at or around the EUL Site. These seven special status species are the Higgins Eye Pearlymussel, Sheepnose Mussel, Spetaclecase Mussel, Indiana Bat, Northern Long-Eared Bat, Eastern Prairie Fringed Orchid and the Bald Eagle. The Higgins Eye Pearlymussel, Sheepnose Mussel, and Spectaclecase Mussel are listed for the Mississippi River north of Lock and Dam 20. A mussel sanctuary is located adjacent to the entire length of the south shore of the island. The Indiana Bat has been documented in Rock Island County, though not on the Installation. The Northern Long-Eared bat was documented in the Ramsey Test Track area of the Installation in August 2015. The Bald Eagle, protected by the Bald and Golden Eagle Protection Act, utilizes trees on the golf course for roosting and hunting, and also has been known in the past to utilize these trees for nesting during the mating season. Proposed improvements by the Offerer which may affect listed species must be submitted to the Government for consultation with the USFWS/IL DNR in accordance with Section 7 of the Endangered Species Act.

b. An archaeological survey completed in 2000 identified Site #11RI719 (WWI-era railroad bed) in the area of the parking lot west of Building 312. This site was not recommended for listing in the National Register. An archaeological survey completed in 2009 identified Site #11RI803 in the area between Quarters 4 and 6. The boundaries of this site were not located, but the site is associated with the Civil War prison camp, which occupied the majority of what is now golf course holes #1, 2, 16, 17, 18. This site is eligible for inclusion on the National Register, and ground disturbance activity in this area will require archaeological surveying to determine the extent of the site and mitigation measures to be implemented. A nearby survey conducted in

2017, north of the Child Development Center, identified artifacts from the WWI-era in site #11RI831. This site was not recommended for listing on the National Register. In addition, there are several manmade earthern mounds in the vicinity of the 4th-hole tee. These mounds were selectively tested on a limited basis in 1985 with no Native American remains discovered.

However, the 1985 document also suggests that remains present in these mounds may have been looted by the early settlers and squatters. These mounds shall be assumed to contain Native American artifacts or remains, and any ground disturbance activity in this area will require extensive archaeological surveying, testing, and mitigation to avoid adverse impacts.

c. Due to the age of the properties, it is suspected that lead and/or lead-based (LBP) paint is located on the subject properties. There is considerable deterioration of painted surfaces in all of the subject properties. LBP records are not maintained and are not available.

d. Portions of the EUL Site are located within the 100 year flood zone shown in FEMA flood maps.

e. The EUL Site has Aboveground Storage Tanks (AST). There are currently two AST’s on the subject property located adjacent to Building 22, which will be removed by the government prior to lease execution. There are currently no UST’s on the EUL site. Section 2.4.2 above and Section 2.4.3.j below address a previously placed UST on the EUL Site.

f. Numerous studies have identified historic, archaeological, and culturally significant resources at the Installation. Building 301 is listed as a National Historic Landmark. The entire island is listed as a district on the National Historic Register, with Str 57 (Monument/Memorial Bridge) listed as a contributing element to this district. Any undertakings affecting listed or eligible structures require Section 106 consultation for concurrence of a no adverse effect determination or executed agreement document prior to their execution. The Selected Offeror shall be required to obtain DA's approval prior to taking any action affecting property on the National Historic Register.

g. While routine preventative application of approved pesticides and fungicides occurs, there is no evidence of excessive pesticide use on the subject properties.

h. There is evidence of asbestos-containing material in the subject properties.

i. Evidence indicated the historic release of gasoline from a previously placed UST within the subject property (Golf Course); however, this release has been fully remediated and the UST was removed in 1990. Also, as noted in Section 2.4.2 above, there is evidence of minimal leakage into the soil from an abandoned heating oil pipeline adjacent to Building 11 that runs into the subject property.

j. Indications were found during a reconnaissance of the EUL Site or records review process of past presence of Munitions and Explosives of Concern (MEC) on the EUL Site, including unexploded ordnance. During a recent project excavation, two inert unfused munitions were discovered and removed between the Golf Course and Building 301. The EUL will require that in the event any further munitions are discovered in the course of any construction or renovation work, all work must stop and DA must be notified of the finding.

k. There are no transformers containing Polychlorinated Biphenyls (PCB) or other PCB containing equipment located on the subject properties. There is no evidence of leaks from any historical use of PCB containing equipment.

l. A review of the National Wetlands Inventory shows potential wetlands south of the baseball diamonds, adjacent to the 6th hole, but RIA has identified that wetlands do not exist in this area.

This area has not been submitted to US Fish and Wildlife Service/US Army Corps of Engineers for a jurisdiction/delineation determination

2.4.4 Infrastructure. The EUL Site is contained entirely within the Installation. The Offer’s Proposal must include a plan to integrate the EUL Site with the Rock Island Arsenal by utilizing the existing infrastructure on the Installation. The following infrastructure elements must be considered:

a. Utilities. Electricity, natural gas, potable water and wastewater treatment will be provided through Installation-owned utilities. All utility services will be provided at Lessee’s sole cost on a reimbursable basis per applicable laws, Army Regulations, IMCOM and Installation policies.

Refuse collection will be provided through Installation contractors with all associated costs to be paid by the Lessee.

b. Access and Other Project Considerations. Access to the EUL Site will be coordinated with the Installation and appropriate municipal governments. All contractors, sub-contractors will be required to complete a background check (NCIC/III) prior to access and/or obtaining an Installation pass. The Installation Anti-Terrorism Office has requirements for AT&OPSEC training.

c. Parking on the EUL Site. The EUL Site has an existing parking lot with 80-100 parking spaces. If the Offeror believes its propose plan will require additional parking spaces, Offeror must address how many parking spaces would be required for DA’s review and consideration, as well as identify where such parking would be proposed on the EUL Site. No additional parking spaces can be constructed without DA approval.

d. Police and Fire Protection. The Installation will provide fire and police protection services to the EUL Site. The EUL Site is subject to Exclusive Federal Jurisdiction.

e. Grounds and Facility maintenance will be the sole responsibility of the Offeror.

f. A Property Condition Report is provided as Attachment G

2.4.5 Legal Considerations.

a. Due Diligence. The EUL Site 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. The description of existing conditions set forth in this Section 2 is intended to be a general description based on information currently available to DA. All Offerors will be responsible for performing all due diligence investigations necessary to ascertain a more complete and accurate determination of existing conditions.

The Offeror is responsible for conducting its own due diligence and determining to its satisfaction that:

(1) Offeror’s proposal for the EUL Site, as contemplated by the Offeror, can be accomplished in compliance with applicable federal, state, and local requirements (including fire, life safety, accessibility, zoning, state and local building codes, and all other local land use restrictions);

(2) The condition of the EUL Site is suitable for the Offeror’s contemplated use;

(3) The necessary permits, variances, special exceptions and other governmental actions or approvals required for the contemplated use can be reasonably obtained at no cost or expense to DA; and

(4) The contemplated use is otherwise practical and economically feasible.

b. Taxes. The selected Offeror, during the EUL term, will be subject to any and all applicable state and local taxes, fees, assessments, and special assessments legally chargeable to the EUL and the selected Offeror’s underlying improvements. However, in accordance with 10 U.S.C. § 2667 (f), if and to the extent the EUL Site (i.e., the underlying land) is later made taxable by state or local governments under an Act of Congress, the EUL shall be renegotiated.

c. Limited Title Search. DA has no records of any encumbrances to the EUL Site. As provided in Section 2.4.5.a above, however, each Offeror is responsible for conducting its own due diligence regarding the EUL Site.

d. Liability. The selected Offeror shall be responsible for all damages to persons or property that arise from or are incident to the selected Offeror’s use of or activities on the EUL Site. The selected Offeror shall also be responsible for all materials delivered and work performed.

2.4.6 Prevailing Wages. So long as DA's interest in this Project is solely that of lessor of DA-owned land and: (i) DA is not a party to the contracts for construction of the Project, and (ii) there is no public funding for the Project's construction or DA ownership or operation of the completed Project, the selected Offeror will be exempt from complying with the requirements of the Davis-Bacon Act, as amended, 40 U.S.C. § 3141, et seq. and the relevant rules, regulations, and orders of the Secretary of Labor.

2.4.7 Handicap Accessibility. The selected Offeror will be required to ensure that its design, construction, operation, and maintenance plans and activities on the EUL Site comply in all respects with the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101, et seq., and the Architectural Barriers Act of 1968, 42 U.S.C. § 4151, et seq., as amended.

2.4.8 EUL Statutory Requirements. Under 10 U.S.C. § 2667 (a)(1-3), the Secretary of the Army must make certain determinations before entering into an EUL, including that (a) the EUL Site is not excess property as defined by the Federal Property and Administration Services Act of 1949, as amended (40 U.S.C. § 102(3)), and is not at this time needed for other public use; (b) a lease of the EUL Site is advantageous to the United States; and (c) that a lease of such Premises on the terms set forth in the Lease is in the public interest. In addition, 10 U.S.C. § 2667 (b) requires the Secretary of the Army to make certain findings with respect to the fair market rental value of the lease interest and any deviation of required lease terms. Pursuant to 10 U.S.C. § 2662 (b)(3), not less than 30 days prior to entering into an EUL whose annual payment will exceed $750,000.00, the Secretary of the Army must provide formal written notice to the Congressional Defense Committees advising of their intent to enter into the EUL. The Secretary of the Army may not enter into the EUL until the required notification process under 10 U.S.C. § 2662 is complete. The initial notification required by 10 U.S.C. § 2662 (b)(1)(A) prior to release of this solicitation was completed by DA.

2.4.9 Compliance with DA’s Requirements and EUL Consideration. In exchange for DA entering into the contemplated EUL and in accordance with 10 U.S.C. § 2667, the selected Offeror will be required to provide cash consideration not less than the fair market rental value of the lease interest as determined by DA (i.e., rent). Offerors should note that the EUL will provide that any activities to be conducted on the EUL Site cannot conflict with the mission or operations of the DA.

2.4.10 Other Considerations. When preparing Proposals in response to this RFP, Offerors should be cognizant of the following:

a. DA will not participate in or allow its or the United States’ interest in the land comprising the EUL Site to be used as security for financing for the Project or otherwise, including without limitation, providing any kind of guaranty or act in any way as a beneficiary for a financing vehicle.

b. In regard to any proposed Project-related financing to be obtained by the selected Offeror, DA as a general rule will not approve any financing that includes requirements that operate to deny, restrict, or subordinate DA’s right to terminate the EUL upon the selected Offeror’s failure to cure an outstanding event of default thereunder. Any proposed Project financing that does not comply with this restriction must be explicitly identified in the RFP proposal for DA’s unilateral review and evaluation.

c. The selected Offeror must establish and maintain positive relations and communications with state and local governmental authorities and the local communities during negotiations with DA and any of its representatives.

d. The selected Offeror will be responsible for any required coordination of its work schedule with DA in order to minimize disruption to Installation activities and operations. This coordination includes the work of any contractor or subcontractor that the Offeror retains in connection with the Project.

e. The Installation, in conjunction with the Offeror, will be required to conduct Section 106 consultation in coordination with the Illinois State Historic Preservation Office, the Advisory Council on Historic Preservation, applicable Native American Tribes, and the public, in order to develop an agreement document that outlines actions and timelines to be accomplished during the term of the EUL in order to minimize adverse effects to historic properties.

f. To the extent that may be required, the selected Offeror, its officers, agents, or employees or others who may be on the EUL Site at their invitation or the invitation of any one of them will comply with all Installation access and security requirements, including such requirements to obtain identification passes from Installation military police before admission to the Installation.

Vehicles are subject to inspection by Installation military police, and, before temporary passes will be issued, drivers must present evidence that they comply with the minimum insurance requirements of the state in which their vehicle is registered. The following references, while subject to change, address Installation access and security requirements and are available upon request.

References:

AR 190-13 Army Physical Security Program AR 190-16 Physical Security UFC 4-020-01 DoD Security Engineering Facility Planning Manual UFC 4-010-01 DoD AT Standards UFC 4-022-03 Fences and Gates UFC 3-530-01 Lighting DTM 09-012 DoD Physical Access Control HQDA EXORD 033-15 Installation Access OPORD 014-18 RIA Access Control Policy DoDI O-2000.16-v2 AR 525-13, Antiterrorism AR 525-2, Army Protection Program AR 530-1, Operations Security

3. SUBMISSION REQUIREMENTS

The following information specified in this Section 3 shall be submitted by the Offeror in accordance with the Instructions to Offerors in Section 4 below. The Offeror must include the following on its title or cover page:

a. Company name, address and telephone number.

b. Legal form of organization (i.e., corporation, limited liability company), the state where it is organized or incorporated, and state(s) where authorized to do business.

c. A description of the membership/ownership structure of its organization. If the Offeror submits a teaming arrangement, it shall provide documentation indicating the parties, their relationship, and organizational structure.

d. Name and contact information (phone number, mailing address, and email) of the individual designated and authorized by the Offeror to whom questions or requests for information are to be directed.

e. A statement by the Offeror that by submitting its proposal, it accepts all of the terms and conditions set forth in this RFP and its Attachments, including but not limited to, the BTA and the EUL.

3.1 Offeror’s Plan. Offeror’s Plan must include, but is not limited to, the following:

a. Project Overview.

(1) A narrative description of the Project proposed by the Offeror. It should address and describe in detail the Offeror’s proposed use and vision for the Golf Course, Buildings 301 and 312, as well as any other associated buildings or structures on the EUL Site. Any proposed improvements or renovations to the Golf Course or Buildings should be described in detail.

Artist renderings of any proposed improvements and renovations are encouraged. The Proposal should also address the anticipated hours of operation and occupancy (ie hospitality and recreational uses will likely favor non-business hours/evenings and weekends), as well as the number of people expected to be on the EUL Site during the normal course of operations and a description of proposed visitors/tenants/occupants.

(2) Address Project feasibility. Provide justification to support a market demand for Offeror’s proposed use. Proposal should cite market demand data and local market knowledge. The Proposal should address anticipated income/revenue stream from the Project.

(3) Milestone Timetable. The Offeror must provide a detailed Milestone Timetable. At a minimum, the milestones must include the following along with the number of calendar days within which each milestone will be met following the receipt of a Notice of Selection: the Execution of the BTA, which will be the binding agreement between the selected Offeror and

DA until execution of the EUL; completion of design and engineering plans; obtaining building permits; securing financing; selection of contractor(s); start and ending dates for construction;

and, certificate of occupancy. The Offeror will be required to meet the milestones within the timeframes set forth on the Milestone Timetable and agreed and attached to the BTA, with any such extensions or modifications that DA agrees to at its sole discretion. If the Offeror fails to meet any milestone in a timely manner, DA shall have the right, at its discretion, to provide written notice terminating all future discussions with and rights of the Offeror under this RFP and the BTA. Upon such termination, DA shall neither owe nor pay any fees, costs, expenses, or monetary penalties to the Offeror for any reason(s) regarding or stemming from this RFP and its process, and DA shall, at its discretion, be free to select another Offeror in order to further pursue the EUL and Project.

(4) Describe how the Project will be compatible with the surrounding community.

(5) Project Team composition, to include the Offeror’s organizational approach to executing its Project responsibilities and providing overall project coordination. Offerors shall also provide an organizational chart and staffing plan that demonstrates the Offeror’s capability of carrying out all functions required for the successful completion of the Project including, if applicable, a timetable for hiring any additional staff.

(6) Community awareness strategies, community relations plan, and coordination with local, state or federal environmental regulatory agencies.

b. Transaction Terms.

(1) Proposed entity of the Offeror that would serve as the lessee under the EUL on behalf of the Offeror, if different from the Offeror.

(2) Proposed term of the EUL, up to the maximum permitted term of fifty (50) years.

c. Project Financing.

(1) The proposal must provide an integrated annual financial pro forma for all improvement and renovation activities and EUL consideration to DA for the entire proposed lease term. The narratives accompanying the Pro Forma calculations should provide a preliminary description of the Project’s economics and finances and the Offeror’s strategy to obtain financing for the Project and include the following:

(a) total improvement and renovation costs, including hard and soft costs (including legal fees);

(b) financing, including types and sources, anticipated debt and equity amounts, and underlying amortization period;

(c) any proposed tax abatements; and

(d) ownership structure, including percentage of ownership by the Offeror (or in the case of a special purpose entity, each team member).

d. Improvements and Infrastructure.

(1) Address any existing land use restrictions governing the EUL Site and variances required and Offeror’s plans for obtaining them.

(2) Address traffic studies or plans, if any are required, to support the proposed Project and any required mitigations.

(3) Public/private entitlements, if any.

e. Project Operations.

(1) Marketing Plan.

(2) Offeror acknowledges their responsibility to reimburse the Installation for any increase to normal support/staffing due to offerors operation on the installation.

3.2 Relevant Experience and Past Performance. Offeror shall describe its qualifications, or that of its team members if submitting a teaming arrangement, as well as the qualifications of its key personnel, to develop and operate the Project. The following three (3) parts must be addressed: past experience and performance (Part 1), litigation and similar actions (Part 2), and description of the proposed Architectural and Engineering (“A&E”) design firm and construction firm team that will be utilized for this EUL (Part 3). For purposes of this section, “key personnel” are persons considered critical to the performance of services in connection with the development, construction or operation of the Project.

a. Part 1.

(1) Offerors should demonstrate that they have experience with projects of similar size and scope to, and have completed at least one currently-operating project of a size comparable to or larger than the Project contemplated in this RFP.

(2) Offeror should identify all key personnel and provide for each person (including a key personnel member who will be the sole local liaison with DA and the Installation):

(a) A description of their respective role for the Project;

(b) A one (1) page resume that includes a description of the person’s duties and responsibilities, education, skills, expertise, and other qualifications relevant to their role in the Project;

(c) A statement, attached to the resume, defining the availability and commitment of such person to the Project, including whether the person is currently employed by the Offeror or, if not employed, what kind of commitment or employment offer the Offeror has made or accepted to ensure the availability of the person for the Project (resumes of key personnel not currently employed by the Offeror must be accompanied by a signed and notarized statement indicating the person’s permission to include the resume in the Proposal); and

(d) A discussion of the extent to which key personnel have worked together on other projects similar to the Project.

(3) Description of at least three (3) projects on which either the Offeror or key personnel (identify which key personnel were involved) has acted as a prime Offeror on projects that are comparable in magnitude and complexity to the Project as proposed by the Offeror. Each project described must have been completed within the past ten (10) years or commenced construction no later than January of 2017. For each project listed, sufficient information should be provided to allow DA to identify the project and confirm that the project is comparable in magnitude and complexity to the Project.

(4) The Offeror shall provide references from the three (3) projects identified above and may provide up to five (5) additional references that best represent the Offeror’s or key personnel’s past performance. Projects may include those with the federal government, state or local governments, or commercial customers. For each reference, provide the name, title (if any), project role (if any), address, telephone number, and email address. Providing references and associated contact information will constitute authorization for DA to contact and discuss the Offeror’s or key personnel’s performance.

b. Part 2.

(1) List and explain in reasonable detail the following for the Offeror or that of its team members if submitting a teaming arrangement, as well as key personnel:

(a) Each instance in which the Offeror, team member, any key personnel, or any principal, partner, director, or officer of the Offeror was convicted of or pleaded guilty or nolo contendre to a crime (other than a traffic offense);

(b) Each instance within the past ten (10) years in which an order, judgment, or decree (including as a result of a settlement) was entered against the Offeror, any key personnel, or any principal, partner, director, or officer of the Offeror or any team member, whether by a court, an administrative agency, or other governmental body, or an arbitral or other alternative dispute resolution tribunal, in any civil proceeding or action in which fraud, gross negligence, willful misconduct, misrepresentation, deceit, dishonesty, breach of any fiduciary duty, embezzlement, looting, conflict of interest, or any similar misdeed was alleged (regardless of whether any wrongdoing was admitted or proven); and

(c) Each action or other proceeding decided within the past ten (10) years, and each action or proceeding currently pending against the Offeror, any key personnel, or any principal, partner, director, or officer of the Offeror or of any team member, whether before a court, an administrative agency, governmental body, or an arbitral or other alternative dispute resolution tribunal, which, if decided in a manner adverse to the Offeror, key personnel, principal, partner, director, or officer (as applicable), would reasonably be expected to adversely affect the ability of the Offeror, any team member or key personnel to perform its obligations with respect to the Project (including the ability to obtain or repay financing).

(d) State whether the Offeror, any team member or key personnel, as applicable, has ever been terminated for default, non-compliance, or non-performance on a contract or lease, or debarred from any federal, state, or local government contracts and, if so, provide the date and a detailed description of the occurrence.

(e) Each material instance of litigation or a formal Alternative Dispute Resolution (“ADR”) process (i.e., binding arbitration) within the past ten (10) years, and involving a claim in excess of $50,000, to which the Offeror, team member, any key personnel, or any principal, partner, director or officer of the Offeror, has been a party relating to partnering or financial performance.

For those matters involving a claim equal to or in excess of $500,000, provide a detailed description of the litigation or ADR process.

(2) Responses to Part 2 should include a list of the relevant actions in the text, with the required detail in an appendix to the Proposal. The appendix portion of the response required by Part 2 will not be included when calculating compliance with proposal page limitations.

c. Part 3.

(1) List and explain in reasonable detail the proposed A&E firm’s and consultants’ background and experience, design philosophy, location, and number of employees. The Offeror should provide information describing past experience working with the proposed A&E firm, as well as proposed teaming structure for the Project. The A&E firm should have relevant experience.

(2) List and explain in reasonable detail the proposed construction firm’s background and experience, location, number of employees, and bonding capacity. The Offeror shall provide information describing past experience working with the proposed construction firm, as well as the proposed teaming structure for the Project.

3.3 Financial Capability. DA will evaluate each proposal to assess the extent of the Offeror’s (or its team members’ or key personnel’s) experience in obtaining project financing and dealing with financing issues in other real estate projects that are comparable to the Project. Each Offeror and, in the case of a special purpose entity Offeror, each team member or key personnel must provide the following:

a. To the extent the same were prepared, audited financial statements prepared by an independent certified public accountant or by an independent licensed public accountant (or 10Ks if the entity is publicly owned) for the last three (3) years (parent and holding companies should submit audited financial statements if they intend to commit resources to a developer or joint venture in which they own a controlling interest). The financial statements should be prepared in accordance with US Generally Accepted Accounting Principles (“US GAAP”), and the financial auditor must be a registered and licensed certified public accountant. The submission must include an assertion as to the accuracy made by the auditor;

b. If audited financial statements have not been performed for the Offeror’s corporation or partnership, or if the Offeror is an individual, a complete and current personal financial statement for the Offeror and all the Offeror’s partners/officers;

c. The names, addresses, telephone numbers, and e-mail addresses of at least three (3) commercial or institutional credit references from which the Offeror, team member or key personnel has obtained financing for a project comparable in cost and complexity (as proposed by the Offeror), and include a letter from the Offeror, team member or key personnel (as applicable) authorizing DA to contact, and each credit reference to respond to, DA inquiries relating to the Offeror’s financial history and status, as well as this Project;

d. Financing Commitment Letters – written assurance(s) from the proposed funding sources that those sources will provide the project financing proposed as part of the Offeror’s financing structure at the EUL closing, with all conditions required for such funding clearly articulated;

and

e. Performance bond – a written commitment from a surety to provide a performance bond in the appropriate amount at the EUL closing.

3.4 EUL Consideration. Description, timing, and structure of cash rental payments to be provided to DA under the EUL. Annual rental payments Offerors may propose annual payments shall be paid in advance to the DA under the EUL. Under no circumstances will rent be deferred.

4. INSTRUCTIONS TO OFFERORS

4.1 General Instructions. Offerors are required to comply with all instructions contained in this RFP, including without limitation, the instructions in Section 3 regarding the written information required to be submitted, as well as the instructions in this Section 4. Failure to comply with any of the instructions contained in this RFP will be cause for disqualification. Any information concerning this RFP given to any prospective Offeror will be furnished promptly to all other prospective Offerors.

4.1.1 Time and Date of Submission. Proposals must be received by March 8, 2019 at 5:00 PM (EDT) (the “Closing Time”). Proposals received after the Closing Time will not be considered and will be returned to the Offeror.

4.1.2 Firm Offers. All proposals will be irrevocable for 180 days from Closing Time.

4.1.3 Place and Manner of Submission. Proposals must be delivered to the following address:

US Army Engineer District, Louisville Attn: CELRL-RE-M, (Shutt) 600 Dr MLK Jr Place Louisville, KY 40202

Proposals must be delivered by mail, courier, or hand delivery. Proposals will not be accepted if delivered by electronic means (including facsimile).

4.1.4 Packaging and Copies. Proposals must be in a sealed envelope or package with the following information conspicuously and legibly written or typed on the outside:

a. Offeror’s name and Offeror’s complete address. Name and contact information for Offeror’s contact person (i.e., telephone and email).

b. The following statement (to be completed upon delivery to DA):

“Proposal Received by DA as of _____________ (time) on _____________ (date)”

c. The following sentence must appear in the lower left hand corner of the envelope or package:

“Sealed Proposal for Request for Proposals No. DACA27-1-19-063 for an EUL in Rock Island, Illinois”

d. In order to be considered, Offerors must submit one (1) original and one (1) hard copy of its Proposal plus one (1) electronic working copy of the Proposal on a CD ROM or DVD in a protective sleeve to DA. Each hard copy of the Proposal must be bound in a three-ring binder to allow DA to easily remove parts for copying or circulation. All binders shall be marked with the solicitation number (reference the RFP Title Page). Every page in the Proposal shall have the solicitation number, the part number, and the consecutive page number (using Arabic numerals 1, 2, 3).

Each disk and protective sleeve shall be clearly marked with the solicitation number, contents/title, and the Offeror’s name. The information must be checked and determined to be virus-free prior to submission. The electronic submittals shall be compatible with the following equipment and software products:

Intel/AMD processor compatible PCs

Microsoft Office 2007 or 2013 (Excel, Word or PowerPoint)

Adobe Acrobat Reader XI

The electronic copy of the Proposal shall be an exact duplicate of the original, hard copy Proposal. MS Excel spreadsheets, as applicable, shall be submitted in a format that allows all formulas within the spreadsheet to be reviewed and manipulated. If there are discrepancies between the electronic Proposal and the hard copy Proposal, the hard copy shall govern.

4.1.5 Proposal Format.

Offerors’ Proposals shall be indexed into separate parts, as follows:

Part A: Offeror’s Plan Part B: Relevant Experience and Past Performance Part C: Financial Capability Part D: EUL Consideration

4.1.6 Table of Contents.

The Proposal shall include a table of contents that references the corresponding parts in 4.1.5 above.

4.1.7 Page Limits.

Table 1, below, specifies the page limits for each part, and, in turn, the page limits for the Proposal in its entirety. Pages shall be printed single sided. Any pages exceeding the page limits in Table 1 will be destroyed and not evaluated. Supporting data, such as resumes, financial statements, and cost estimates that are attached/appended to the Proposal do not count against the page limits indicated in Table 1. However, if any part of such supporting data is included within the text of the Proposal, such text does count against the page limits.

Table 1

Page Limits

Tab Description Page Limit

A Offeror’s Plan 20 pages

B Relevant Experience and Past Performance 25 pages

C Financial Capability 30 pages

D EUL Consideration 2 pages

4.1.8 Restrictions on Disclosure and Use of Data.

Offerors who include in their Proposal data that they do not want disclosed to the public for any purpose or used by DA except for evaluation purposes, shall mark the title page with…