DFSP San Pedro Lease and Development Opportunity Solicitation No.pdf

SOLICITATION NO. N6247321RP006

DEPARTMENT OF THE NAVY

DEFENSE FUEL SUPPORT POINT (DFSP) SAN PEDRO

LEASE AND DEVELOPMENT OPPORTUNITY,

NAVAL WEAPONS STATION SEAL BEACH,

CALIFORNIA

1 May 2020

D. B. BIXLER

Real Estate Contracting Officer

U.S. DEPARTMENT OF THE NAVY

Naval Facilities Engineering Command

Southwest Division San Diego, CA

When referring to this Solicitation, please note that it is Solicitation No. N6247321RP006

TABLE OF CONTENTS

A. INTRODUCTION

1. Enabling Authority

2. Acquisition Process

B. BACKGROUND

C. PROJECT OVERVIEW

D. REQUEST FOR QUALIFICATIONS (STEP 1 RFQ)

1. Submission Requirements

2. Evaluation Factors

3. Instructions and Additional Information

E. REQUEST FOR PROPOSALS (STEP 2 RFP)

1. Introduction

2. Project Information

3. Proposal Submission Content and Evaluation Factors

4. Proposal Submission Instructions and Additional Information

5. Evaluation of Proposals

F. SPECIAL CONDITIONS AND LIMITATIONS

G. POINTS OF CONTACT FOR INFORMATION AND CLARIFICATIONS

APPENDICES

A. Map of DFSP San Pedro Property Available for Lease and Assignment

B. DFSP San Pedro Property and Improvements Available for Lease and Assignment

C. Facility Condition Assessment for Naval Weapons Station Seal Beach, DFSP San Pedro, Oct

D. Offeror’s Cover Page

E. Data Pack (to be provided at Step 2 RFP)

-Sample Lease

-Historical and Projected Cost Information

-Draft Environmental Condition of Property Report

-Draft Environmental Assessment

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A. INTRODUCTION

1. ENABLING AUTHORITY

The Department of the Navy (“Navy”) proposes to lease non-excess real property under the authority of Title 10 United States Code (U.S.C.) § 2667 and assign its rights in offsite real property related to Navy-owned fuel pipelines, for commercial and military fueling operations purposes at Defense Fuel Support Point (“DFSP”) San Pedro, California.

2. ACQUISITION PROCESS

In this solicitation, the Navy has instituted procedures designed to ensure the selection of a lessee who will provide the best value to the Navy. To meet this objective while minimizing the amount of resources required to participate in this solicitation, the Navy will conduct this competitive acquisition in two steps, after which one offeror will be selected to enter into exclusive negotiations with the Navy.

Step 1: Request for Qualifications (“RFQ”). Detailed information, including Submission Requirements and Evaluation Factors, can be found in Section D of this solicitation. Navy officials will review all “Statements of Qualifications” (“SOQ”) received in response to the Step 1 RFQ, may meet with any or all of the respondents, and may request additional information on particular aspects of the information submitted. Based on its evaluation of the RFQ submittals, the Navy will invite not more than four (4) offerors, who are determined to be “Best Qualified,” to respond to the Step 2 Request for Proposals. Note: Offerors will be permitted to submit an offer on one or both of the available parcels (or portions thereof), and on one or more of the available fuel pipelines (or portions thereof), in Step 2.

Step 2: Request for Proposals (“RFP”). Detailed information on the Step 2, RFP Phase, including Submission Content and Evaluation Factors, can be found in Section E of this solicitation. The Government will only consider proposals from those offerors who are invited to participate following the RFQ Phase. The Government will require written technical and financial proposals, potentially followed by oral presentations as needed. Navy officials will review proposals submitted in the Step 2, RFP Phase, may meet with any or all offerors, and may request additional information on particular aspects of the material submitted. The Navy reserves the right to amend all of, or portions of, the RFP by one or more formal amendment documents. The Navy may enter into discussions with the offerors upon completion of the initial RFP evaluation and/or oral presentations.

Upon completion of discussions with offeror(s), the Navy will select one (1) offeror that, in the Navy’s opinion, would provide the best value to the Government and will designate a period of exclusive negotiations for that offeror.

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Exclusive Negotiations. During this period of exclusive negotiations, the selected offeror will: (i) negotiate with the Navy on the lease agreement and pipeline assignments, if any; (ii) pursue local approval, permitting, and develop plans, as applicable, and (iii) pursue additional, required project or environmental documentation, as needed. The result of these exclusive negotiations will be the long-term lease and assignments (if any), together with appropriate subordinate documents.

The Navy reserves certain rights in connection with this period of exclusive negotiations, which are set forth in Section F, Special Conditions and Limitations.

Offers on Multiple Parcels and Pipelines. In the Step 2, RFP Phase, an Offeror may propose leasing one or both available parcels (or portions thereof), and being assigned one or more of the available fuel pipelines (or portions thereof). The Navy, in its discretion, may reject parcel and pipeline combination offers proposed by an Offeror(s) and may counter-propose combinations that are more beneficial to the Government.

B. BACKGROUND

Operation of the DFSP San Pedro is currently the responsibility of the Defense Logistics Agency (“DLA”), as DLA has been operating DFSP San Pedro since 1980. In May 2014, DLA placed DFSP San Pedro in a temporary closure status, which placed existing fuel tanks in a non-active status (as permitted by the Certified Unified Program Agency), wherein they could be re-opened or permanently closed depending on future mission requirements.

In February 2016, the Navy moved forward with the partial closure of DFSP San Pedro, and DLA began the process of permanently closing all underground storage tanks (“USTs”) at the Main Terminal. At the same time, the Navy began the process of planning for the long-term utilization of the site and is currently pursuing a lease to a non-federal entity for commercial fueling purposes, while establishing a separate fuel purchase agreement for the Navy’s operational fueling requirements at the site.

DFSP San Pedro is comprised of two Special Areas, the San Pedro Fuel Depot (“Main Terminal”) and Long Beach Fuel Complex, including Pier 12 (“Marine Terminal”), and onsite and offsite associated pipelines, assigned to Naval Weapons Station (“NWS”) Seal Beach.

C. PROJECT OVERVIEW

The Navy plans to enter into a 25-year lease of its fee-owned real property and assign its rights of way interests in offsite fuel pipelines, with the corresponding rights to use such fuel pipelines, at DFSP San Pedro, California, in exchange for which the lessee will provide “in-kind” consideration (“IKC”) to the Navy. This IKC must be valued at not less than the

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combined fair market value of the leasehold interest and the fair market value of the interests in the assigned pipeline rights of way, if any.

The Navy’s fee-owned property available for lease consists of two parcels, the 311-acre Main Terminal in San Pedro, California and the 11-acre Main Terminal, including the Pier 12 fuel pier in Long Beach, CA, (collectively the “Leased Premises”) both with associated fueling infrastructure and onsite pipelines.

The rights of way the Navy holds for its approximately 14 miles of three Navy-owned offsite pipelines (collectively, the “Assigned Premises”), are available for assignment to the selected offeror. Appendix A, “Map of DFSP San Pedro Property Available for Lease and Assignment”, shows approximate location and Appendix B, “DFSP San Pedro Property and Improvements Available for Lease and Assignment,” provides additional detail on the property and improvements.

In the Step 2, RFP Phase, offerors will be able to propose lease and assignment of all, or less than all, of the Leased and Assigned Premises available.

A summary of historical facility costs and future cost projection information will be provided in a “Data Pack,” to be provided at the Step 2, RFP Phase.

The vision of this opportunity is the reactivation and sustainment of Navy facilities to the maximum extent practicable, with accommodation of the Navy’s continuing requirement at Pier 12 for ongoing fueling of Navy ships.

The Navy’s reservation of space and infrastructure for its fueling requirement, as well as certain additional objectives and priorities identified for this leasing opportunity, are to be further addressed by those offerors invited to respond in the Step 2, RFP Phase. Proposed uses of the property that are determined by the Navy to be to be compatible with the Navy’s ongoing requirement to fuel Navy ships at the fuel pier and pipelines, will be considered.

DON is completing environmental documentation required under the National Environmental Policy Act for this Project. A Draft Environmental Assessment (“EA”) and a Draft Environmental Condition of Property Report (“ECP”) will be provided with the Step 2, RFP Phase “Data Pack.”

Additional environmental documentation may be required, at the Navy’s discretion, for proposals received outside of the scope of commercial fueling and/or ancillary uses (parking, warehouse, storage) for the property, or otherwise determined to be outside of the scope analyzed by the Navy’s Draft EA.

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D. REQUEST FOR QUALIFICATIONS (STEP 1 RFQ)

1. SUBMISSION REQUIREMENTS

Interested parties responding to the Step 1 RFQ must provide a “Statement of Qualifications” (“SOQ”) structured in conformance with the outline shown below. The submission should be concise and only provide relevant material.

A. VISION STATEMENT

Provide a statement articulating the overall concept and approach for development, operations, and management of the Leased and Assigned Premises, in sufficient detail to demonstrate the extent, character, and quality of the development envisioned.

B. ORGANIZATION/TEAM COMPOSITION

Describe participating firms/companies/organizations (including all lenders) in terms of the roles, responsibilities, and legal relationships of each to the lessee and to each other. For each such organization, identify the size of the staff and length of operation as a company, and provide a brief historical profile.

C. DEVELOPMENT, OPERATIONS, AND MAINTENANCE

QUALIFICATIONS, EXPERIENCE, AND PAST PERFORMANCE

Provide a statement describing the company’s or team’s qualifications and previous relevant development experience and past performance with projects of a similar nature, scope and scale. Include development experience and past performance involving Department of Defense entities, state or local governmental entities, or federal agencies. Identify appropriate references (names, titles, addresses and telephone numbers).

Include project descriptions, identifying roles and responsibilities of participants and current status of projects, including length and type of ownership, occupancy, asset management responsibilities, and accomplishments. Identify appropriate references (names, titles, addresses, and telephone numbers).

D. QUALIFICATIONS, EXPERIENCE, AND PAST PERFORMANCE OF

KEY PROJECT PARTICIPANTS

Provide a statement identifying the individuals who will play a significant role in the operations and management of the property, including the individuals responsible for negotiating and executing the Lease and Assignment agreements with the Navy. Describe the roles and responsibilities of each. Include key characteristics of their background, experiences, and past performance that qualify them to participate in this effort. Identify consultants who will participate.

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E. FINANCIAL INFORMATION

Provide sufficient financial information to establish the net worth and/or liquid assets available to the company or team for operation and maintenance of the property. This information shall be in the form of independently certified financial statements showing assets and liabilities, including contingent liabilities, itemized in accordance with generally accepted accounting principles, together with applicable notes.

Companies or teams must demonstrate sufficient financial strength to enable them to develop, operate, and maintain the property. Include lender preliminary commitment letter(s), if applicable.

Financial information must be submitted for the company or team and for any parent or holding company or any other affiliated entity identified by the company in response to this solicitation. Identify appropriate financial references (names, titles, addresses, and telephone numbers).

Please mark financial information “Business Sensitive,” as needed.

2. EVALUATION FACTORS

The factors shown below, roughly equal in importance, will be used to evaluate the SOQs. The SOQs submitted by those judged “Best Qualified” will offer a concept and approach for development, operation and management of the Leased and Assigned Premises (if any), that is responsive to the goals set by the Navy; possess qualifications, experience and past performance which demonstrate many major strengths, and few major weaknesses and risks; and establish financial capability and capacity to carry out operations and maintenance of the Leased and Assigned Premises. In addition, interested parties submitting SOQs judged “Best Qualified” will have a higher standing relative to other respondents.

A. CONCEPT AND APPROACH

The degree to which the concept and approach to development, operation, and management of the Leased and Assigned Premises is responsive to the objectives of the Navy and compatible with protecting and sustaining the asset value of the Navy property over the proposed lease term of 25 years, as well as accommodating the Navy’s reservation of space and infrastructure for continued fueling operations at the fuel pier.

B. DEVELOPMENT, OPERATIONS, AND MAINTENANCE

QUALIFICATIONS

The nature and extent of the qualifications, experience, and past performance of the company or team with respect to development, ongoing management (including asset management) and operation of projects and properties of a similar nature, scope, and scale. Of particular importance will be development experience and past

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performance with projects involving State or local governmental agencies, DOD, the Navy, or other federal agencies. Also of particular importance will be the financial strength, leasing/operating/management/asset management experience, and any past performance with projects involving fueling infrastructure management (operations and sustainment).

C. QUALIFICATIONS OF KEY PROJECT PARTICIPANTS

The nature and extent of the qualifications, experience, and past performance of the individual key participants and specific personnel proposed for major involvement in development, operations, and maintenance of the Leased and Assigned Premises.

D. FINANCIAL CAPABILITY/CAPACITY

The degree of financial strength and evidence that the company or team possesses the financial capability and capacity to carry out operations and maintenance of the Leased and Assigned Premises.

3. INSTRUCTIONS AND ADDITIONAL INFORMATION

A. One signed (1) original, six (6) copies, and one (1) compact disc (CD) copy of the SOQ prepared in response to this RFQ must be received at the following address no later than:

Time: 1:00 p.m. Pacific Daylight Time Date: Monday, June 1, 2020

If submitted via U.S. Mail:

Department of the Navy Attn: Kimberly Spencer, Real Estate B127 1220 Pacific Highway San Diego, CA 92132-6186

If submitted via a Parcel Delivery Service:

Attn: Kimberly Spencer, Real Estate B127 Department of the Navy Naval Facilities Engineering Command, Southwest 1220 Pacific Highway San Diego, CA 92132-6186

Email delivery confirmation to Kimberly Spencer at Kimberly.spencer@navy.mil, and include a soft copy of the SOQ in the email.

Electronic or facsimile offers or modifications will not be considered.

Any submission received after the time and date specified above will be rejected.

mailto:Kimberly.spencer@navy.mil

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B. Submissions should be sent in an envelope clearly marked “STATEMENT OF

QUALIFICATIONS – DFSP SAN PEDRO LEASE AND DEVELOPMENT

OPPORTUNITY, NWS SEAL BEACH, CALIFORNIA (SOLICITATION

N6247321RP006).”

C. Written comments and questions regarding the Step 1 RFQ shall be made to Kimberly Spencer at kimberly.spencer@navy.mil. Inquiries and requests for information shall be submitted in writing no later than fourteen (14) business days prior to the SOQ due date. All comments and questions will be reviewed for appropriate action. Individual responses may not be provided.

E. REQUEST FOR PROPOSALS (STEP 2 RFP)

1. INTRODUCTION

Offerors determined to be “Best Qualified” in the Step 1, RFQ Phase, will be invited to participate in the Step 2, RFP Phase, and may submit a proposal in the form of technical and financial proposals which reflect the availability and amount of funding and the manner in which Navy requirements, objectives, and priorities will be met.

Appendices A - D are provided to assist offerors in preparing responses to this solicitation. Appendix E, “Data Pack” (issued at the Step 2, RFP Phase, only), contains details relating to the DFSP San Pedro complex, and will be provided to those offerors determined to be “Best Qualified” who are invited to participate in the Step 2, RFP Phase, and sign a non-disclosure agreement. The Data Pack may include, but not necessarily be limited to, items such as Navy fueling reservation information, a sample Navy lease, a Draft Environmental Condition of Property Report, and a Draft Environmental Assessment.

A. VISION

The vision of this opportunity is the development, operation, and maintenance of DFSP San Pedro, in support of the reactivation and sustainment of Navy facilities to the maximum extent practicable, and accommodation of the Navy’s continuing requirement at Pier 12 for ongoing fueling of Navy ships.

B. OBJECTIVES

• Entering into a long-term lease and pipeline assignment agreements, as applicable, with a responsible party;

• Property use may involve fueling operations for commercial purposes, or other use compatible with the Navy’s ongoing fueling requirements, at the Navy’s discretion;

• Disturbing only those areas historically used for operations and avoiding known natural resources;

• Allowing for the enhancement of on-site habitat by the Navy;

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• Accommodating the ongoing site cleanup pursuant to both the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and Clean Water Act (“CWA”);

• Complying with all National Environmental Policy Act (“NEPA”) and ECP Report requirements;

• Maintaining the safety and security of the Leased and Assigned Premises;

• Maintaining positive relations with the communities surrounding the property;

and

• Employing best commercial practices to the benefit of both the Navy and the selected offeror.

C. NAVY FUELING REQUIREMENT

The Navy retains the ability to fuel military ships at the fuel pier (Pier 12) on the Marine Terminal. In its plans for the parcels and pipelines selected, the selected offeror must ensure the appropriate infrastructure to enable the fueling of Navy ships at the fuel pier. Further information on the Navy’s fueling requirement is captured in Appendix E, the “Data Pack” (to be issued at the Step 2, RFP Phase only).

2. PROJECT INFORMATION

A. EXISTING FACILITIES AND LAND

The existing facilities and associated infrastructure will be leased to the lessee together with the leasing of the land within the Leased Premises. Rights of way for the off-site fuel pipelines will be assigned to the lessee, as needed and negotiated.

Upon expiration of the term of the lease, the lessee will transfer all infrastructure and improvements then existing, that were constructed, renovated, repaired, or maintained during the lease term, back to the Navy. The off-site fuel pipelines, improved during the term of the lease and assignments or not, remain the property of the Government upon expiration of the lease and assignments.

Appendix B contains the improvements and more detailed information on each parcel of the Leased and Assigned Premises available, and Appendix C contains aerials, photos, and condition information. Additional pipeline condition information will be provided in Appendix E, “Data Pack” (to be issued at the Step 2, RFP Phase), as needed.

Lessee shall protect the Navy’s land and existing facilities. A sample Navy Lease that addresses the Government’s interest in its land and associated infrastructure will be provided in Appendix E, “Data Pack” (to be issued at the Step 2, RFP Phase).

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B. OFFERS ON MULTIPLE PARCELS AND PIPELINES

An Offeror may make offers on one or both of the available parcels (or portion thereof), and on one or more of the available fuel pipelines (or portions thereof), in the Leased and Assigned Premises available. The Navy, in its discretion, may reject a combination proposed by an offeror(s) and may counter-propose combinations that are more beneficial to the Government.

Based on proposals received, the Navy will determine if parcels or pipelines will be retained by the Navy or leased during exclusive negotiations:

PARCEL/PIPELINE SIZE

Marine Terminal Parcel (includes fuel pier)

11 acres

Main Terminal Parcel

311 acres*

*See Section E below

“G” Pipeline ~.67 miles

“R” Pipeline ~2.49 miles

“Long Beach” Pipelines (2) ~11 miles combined

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C. TERM

The term of the lease shall be up to 25 years. In order to enter into leases over 5 years’ duration, the Secretary of the Navy must determine that a lease for a longer period will promote the national defense or be in the public interest. Thus, a lease with a term of more than 5 years is subject to the approval of the Secretary of the Navy. However, the Navy anticipates issuing a lease (and associated assignments of rights of way for the fuel pipelines) for a term of 25 years.

D. CONSIDERATION

A specific price/consideration proposal shall be submitted. Consideration proposed to the Navy will be evaluated against the Fair Market Value rental range determined by an Appraisal completed in 2019 for the sole use of the Navy, not available to offerors, that includes a) a leasehold interest in one or both parcels in the Leased Premises (or portions thereof) b) easement, permit, and right of way interests of one or more of the fuel pipelines in the Assigned Premises (or portions thereof), and c) use of the Navy-owned pipelines, facilities, and appurtenances on the Leased and Assigned Premises. The Navy requires In Kind Consideration in the form of Long-Term Maintenance projects at Navy installations that may include, but are not limited to, NWS Seal Beach, pursuant to those allowed for the Navy to accept per 10 U.S.C § 2667, and will determine the specific long term maintenance projects to be delivered. However, at the discretion of the Navy, the selected offeror may be required to pay rent in cash on a quarterly basis in advance, in lieu of conducting long term maintenance projects.

Consideration for the fuel pipeline rights of way assigned to the selected offeror, if any, as well as use of the Navy-owned fuel pipelines and appurtenances located within such rights of way, is to be included in the total consideration owed the Navy under the lease.

E. MAIN TERMINAL PHASING OF ACREAGE AVAILABLE FOR USE

The Navy and DLA are conducting environmental remediation efforts on multiple sites on the Main Terminal parcel that are expected to extend beyond the lease execution date. Approximately 43 acres of the 311 acres of the Main Terminal are immediately available for use by the selected offeror, with a total of 164 additional acres becoming available (subject to current and future land use controls) as remediation on the property is completed. Refer to Appendix A, Page 2 of 2, “Map of Property Available for Lease and Assignment” for the phasing of the property.

104 acres will remain permanently unavailable for disturbance or use throughout the term of the lease due to the presence of the federally-endangered Palos Verdes blue butterfly, and the federally-threatened Coastal California Gnatcatcher.

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F. ENVIRONMENTAL DOCUMENTATION AND OPERATIONAL

LIMITS

An ECP Report and EA are underway and will be completed by the Navy prior to lease execution. The Draft ECP and Draft EA will be provided with Appendix E, “Data Pack” (to be issued at the Step 2, RFP Phase, only).

The selected offeror will be responsible for compliance with applicable environmental mitigation measures and Land Use Controls (“LUCs”) after lease execution. The environmental mitigation measures and LUCs are scheduled to be finalized prior to lease execution, upon completion of the Draft ECP Report and Draft EA.

Additionally, maximum allowable operational limits for the purpose of the environmental analysis have been established. The Navy will evaluate operations proposed to determine whether the environmental impacts are fully encompassed by the Draft EA’s analysis. If operations are proposed that would involve anticipated environmental impacts beyond those analyzed by the EA, and if the Navy wishes to consider allowing any such activity or use beyond what has been analyzed by the EA, additional environmental analysis would be required before any decision could be made to award a lease that would allow the operations proposed. The maximum operations environmentally studied are captured in the Draft EA, to be provided in Appendix E, “Data Pack” (to be issued at the Step 2, RFP Phase).

G. ONGOING GOVERNMENT REPAIR AND REMEDIATION

Beyond the environmental remediation efforts, the Navy and DLA are also conducting facility repair and demolition efforts on the Leased Premises that are anticipated to extend beyond lease execution. The Navy, DLA, and their respective contractors, subcontractors, agents, and officers will require access to the Leased and Assigned Premises during and after lease award for completion of these projects.

H. PROHIBITED USES

The following uses and activities are prohibited on the Leased and Assigned Premises:

• Any use or activity that adversely affects the health, safety, welfare, morale, security, or discipline of the Armed Forces (Air Force, Army, Coast Guard, Marine Corps, and Navy).

• Any use or activity that adversely affects the health, safety, welfare, morale or security of residents and businesses adjacent to the Leased and Assigned Premises.

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• Structures, activities, and operations that adversely affect installation security and/or force protection.

• Any uses or activities involving the storage, treatment, or disposal of toxic or hazardous materials, except as specifically authorized and approved by the Navy.

• Residential uses.

• Illegal Activities.

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

I. UTILITIES

The Leased Premises are served by local utility service providers, not the Navy.

The selected offeror will be responsible for coordination and funding of all utilities and support services needed for the operation and management of the Leased and Assigned Premises.

J. LAW ENFORCEMENT AND FIRE PROTECTION SERVICES

The selected offeror will be responsible for procuring first responder (police, fire protection) services to the Leased and Assigned Premises from the appropriate local providers.

K. INSURANCE

The selected offeror shall ensure appropriate insurance will be in place for the term of the lease and assignments. The Navy shall be named as additional insured, and property insurance coverage against loss or damage shall be in an amount not less than One Hundred Percent (100%) of the full replacement cost of the buildings, building improvements, improvements to the land, fixtures, and personal property on the proposed Leased Premises. The cost of such coverage will be included in the financial plan and pro forma section of the offeror’s proposal.

L. LEGISLATIVE JURISDICTION AND REGULATORY AGENCIES

The current legislative jurisdiction of the Main Terminal of the Leased Premises is partial and proprietary. The Main Terminal is located within the city limits of Los Angeles and Lomita. The current legislative jurisdiction of the Marine Terminal is concurrent. It is located within the city limits of Long Beach. Construction permits will be issued/controlled by the local regulatory agencies having jurisdiction.

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M. PROPERTY MAINTENANCE & MANAGEMENT

The selected offeror will have responsibility for all property maintenance and management of items on the Leased and Assigned Premises for the term of the lease, and for compliance with all applicable laws, regulations, codes, standards, and criteria.

N. TAXES

The selected offeror shall be independently responsible for any and all taxes, assessments, or payments in lieu of taxes that may be levied against its interests, activities, and operations on the Leased and Assigned Premises.

O. FINANCIAL PROVISIONS

The Navy will require that all financing be in place on or before the date of lease and assignment execution. The selected offeror shall not cross collateralize and/or cross default the lease, or the assets or revenues from any improvements. Moreover, the selected offeror will be prohibited from assigning, pledging, hypothecating or otherwise transferring its interest in the net cash flows or ownership of any improvements, in part, or in entirety, without prior written approval of the Navy.

Prior to the commencement of any phase of construction, the selected offeror shall deliver to the Navy performance bonds in an amount, and subject to, conditions deemed acceptable to the Navy.

P. RESTORATION REQUIREMENT

Except as otherwise stated, upon expiration or earlier termination of the lease and assignments, the Navy has the option to cause title to all improvements to be vested in the United States, or to require the selected offeror to remove the improvements and restore the Leased and Assigned Premises to the condition that existed at the commencement of the lease term, or to a condition that is acceptable to the Navy.

Q. BUILDING CODES AND OTHER REQUIREMENTS

Construction on the Leased and Assigned Premises shall comply with all local, city and county building codes and all applicable governmental laws, codes, rules and regulations. Construction on the Leased and Assigned Premises shall also comply with the appropriate National Fire Protection Association (“NFPA”) Standards, National Electrical Code (“NEC”), and National Electric Safety Code (“NESC”), then in effect for the type(s) of occupancy proposed, or such other more stringent fire protection, electrical and other life safety codes, if any, then in effect and adopted by the city and county. All uses and development shall be in accordance with applicable federal, state, and local laws rules, regulations, and ordinances, including building codes, as they may be amended from time to time.

Development and construction may be subject to Department of Defense and/or Navy Anti-Terrorism and Force Protection requirements, including but not limited

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to the following: Unified Facilities Criteria (“UFC”) 4-010-01 “DoD Minimum Antiterrorism Standards for Buildings;” UFC 4-020-01 “Security Engineering Facilities Planning Manual;” UFC 4-021-02 “Electronic Security Systems;” and UFC 4-025-01 “Security Engineering.”

At the Navy’s discretion, construction and/or improvements to the Leased and Assigned Premises may be required to adhere to NWS Seal Beach construction requirements as well as the UFC, particularly for facilities having the potential to handle military fuel. In addition, improvements are prohibited in habitat areas, remediation sites, atop monitoring wells, and across the surface of active faults.

Selected offeror’s plans for improvements to the property must be submitted to the Navy for review and consent, must include certification of compliance with federal, state, and local laws, regulations, and building codes associated with construction near fault lines, and must include comprehensive engineering studies identifying the location and characteristics of active faults and liquefaction zones.

R. EASEMENTS AND ENCUMBRANCES

Known third-party current and future real estate encumbrances or constraints existing at the Leased Premises will be provided in Appendix E, “Data Pack,” as needed. The selected offeror will be responsible for determining and coordinating use of the selected Leased and Assigned Premises, with all third party holders of easements and encumbrances encumbering them.

If improvements to the property are proposed by the selected offeror, the Navy may require the selected offeror to provide a Title Report or conduct review of the Navy’s encumbrance records, at the Navy’s discretion and at the selected offeror’s sole cost and expense. The selected offeror will be prohibited from planning and constructing improvements that will disturb any third-party reasonable rights of use of or access.

S. HISTORICAL, CULTURAL AND ARCHAEOLOGICAL

Based on the results of studies conducted at DFSP San Pedro as part of the 2016 partial closure action, the Navy found that there were no archaeological sites at DFSP San Pedro eligible for the National Register of Historic Places (“NRHP”).

The Navy also initiated Section 106 consultation for the partial closure with the California State Historic Preservation Officer (“SHPO”) who concurred that the 65 buildings and structures comprising DFSP San Pedro (Main Terminal and Marine Terminal parcels) are ineligible for listing on the NRHP. Thus, no further action is required under the National Historic Preservation Act.

T. MCKINNEY-VENTO HOMELESS ASSISTANCE ACT

In accordance with Title V of the McKinney-Vento Homeless Assistance Act, a Federal Register screening notice regarding the Leased Premises has been

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completed by the Navy wherein the property was found unsuitable for use in programs to assist the homeless.

3. PROPOSAL SUBMISSION REQUIREMENTS AND

EVALUATION FACTORS

Proposals will be evaluated based on the below five factors, A through E. Offerors shall provide the information identified below as part of the proposal, organized and formatted as indicated. Technical and financial proposals should be concise and provide only relevant material.

TECHNICAL PROPOSAL

FACTOR A: Development, Operations, and Maintenance

SUBFACTOR A1: Program Statement of Plans

Basis of Evaluation:

The basis of evaluation will include the Offeror’s demonstration that the proposed development, operations, and maintenance plans are consistent with and responsive to the Navy vision, project objectives, and requirements of the RFP.

Solicitation Submittal Requirement:

A detailed statement describing the areas of the property the Offeror proposes to lease, including a plan for development, construction, operation, management, and maintenance of the Leased and Assigned Premises, if any. This narrative shall demonstrate compliance with the vision in Section E.1.A, the project objectives in Section E.1.B and the requirement in Section E.1.C. The narrative shall also include the following:

• Description of how the proposed approach, and how Navy’s vision and project objectives, will be achieved during the proposed 25-year lease term;

• Description of the proposed development, size, type, performance or capacity, site considerations, engineering and construction work to be performed;

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

• A development and construction plan and milestone schedule;

• A conceptual site plan depicting, identifying, and describing all proposed improvements, including but not limited to proposed facilities, SOLICITATION NO. N6247321RP006 16 fences, infrastructure, areas of ingress/egress, and stormwater management areas;

• Philosophy and specific approach to managing community relations and interacting with applicable local and state government officials (i.e., zoning, environmental, CUPA, local community, etc.) for the operation and maintenance of the Leased and Assigned Premises and any planned improvements;

• A conceptual environmental management plan;

• An understanding of existing natural resource-related requirements, as described in Appendix E, “Data Pack” (to be provided at the Step 2, RFP Phase);

• Plan to operate, manage, and maintain the Leased and Assigned Premises for the duration of the lease and assignments, including capital repair and replacement, grounds maintenance, and other considerations necessary to ensure proper stewardship of the assets;

• Description of the quality control processes and corporate systems employed to maintain quality control of the design, permitting, financing, construction and operation of any planned improvements;

• Description of operational and property improvement impact(s), if any, on surrounding communities, local government, and governmental authorities;

• Proposed conceptual emergency services plan; and

• Proposed conceptual security and access management plan.

SUBFACTOR A2: Market Analysis and Feasibility

Basis of Evaluation:

The basis of evaluation will include the Offeror’s demonstrated viability, reasonable commercial market (non-Navy) demand, and a market feasibility analysis for the proposed operations on the Leased and Assigned Premises selected.

Solicitation Submittal Requirement(s):

The submitted narrative shall include at least the following:

• Substantive data and facts, which demonstrate the current and anticipated market demand for the proposed operations and/or any planned improvements;

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• Facts and data describing the current market availability of commercial activities/services that will compete with the market demand for the proposed operations and/or any planned improvements;

• Facts and data detailing projected target market consumption/use that would result from the proposed operations and/or any planned improvements;

• A narrative detailing the marketing strategy for the proposed operations and/or any planned improvements.

SUBFACTOR A3: Navy Fueling Requirement and Specifications

The basis of evaluation will include the Offeror’s demonstration that the infrastructure improvements and property use proposed will accommodate the Navy’s fueling requirements as described in Appendix E, “Data Pack” (to be provided at the Step 2, RFP Phase) on the Leased Premises and Assigned Premises selected.

Solicitation Submittal Requirement(s):

The narrative shall include the following:

• Specific description of the work to be provided to accommodate the fueling of Navy vessels, and associated cost estimates. As available, the offeror shall provide no less than a “Class 4” parametric cost estimate, with the desired objective being a “Class 3” parametric cost estimate. Parametric cost estimating is defined in Unified Facilities Criteria 3-740-05 paragraph 2-4. Specific guidelines for “Class 4” estimates are described in the Association for the Advancement of Cost Engineering Standard 56R-08, Cost Estimate Classification System – Building and General Construction;

• Specific description of how the Navy’s fueling requirement would be accommodated. Include a description of costs, if any, passed through or otherwise assessed to Navy or its fuel provider(s) if the Navy’s separately competed fuel contract is awarded to an entity other than the selected offeror;

• A description of the extent to which the proposed fueling activities relate to the maximum allowable operational limits established for the purpose of the EA as described in Appendix E, “Data Pack” (to be provided at the Step 2, RFP Phase). As applicable, include the extent of any additional environmental analysis the offeror believes would be required to accommodate the proposed concept.

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FACTOR B: Lease Schedule and Execution

SUBFACTOR B1: Lease Schedule

Basis of Evaluation:

The extent to which the offeror demonstrates an understanding of the milestones required to achieve lease execution on or before the Navy’s target lease execution date of Thursday, December 31, 2020.

The offeror must also reasonably demonstrate an understanding of the milestones required to sustain the proposed operations, including obtaining all federal, state, and local permits and licenses required to meet the Navy’s schedule for the capability of fuel delivery to Pier 12, as described in Appendix E, “Data Pack.”

Solicitation Submittal Requirement(s):

Offeror shall describe the approach, activities, and agreements necessary to interact with the Navy and other stakeholders to achieve the above target milestones. Offeror shall provide a corresponding schedule with critical path milestones. Information shall include, but not be limited to the following:

• Agreements anticipated to be necessary for lease execution (such as negotiation of transaction documents, permitting, financing, lease closing, construction and operation, etc.);

• Permits and approvals anticipated to be necessary for the development, construction, and operation of the Leased and Assigned Premises (including development of a transportation management plan for commercial truck operations, emergency access/contingency plan, pipeline integrity management plan, etc.);

• Financing, off-take, throughput, fueling, or other such agreements anticipated to be necessary for the development, construction, and operation of the Leased and Assigned Premises including any planned improvements; and

• Offeror point of contact for all lease negotiation matters.

SUBFACTOR B2: Lease Signature

The Navy will evaluate the Offeror’s ability to meet the lease requirements set forth in the solicitation. Inability to sign the Sample Lease, to be provided in Appendix E in the “Data Pack” (issued at the Step 2, RFP Phase), will not

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necessarily remove an offeror from consideration; however, such inability will be considered in the Risk Assessment (see Section 6.C below).

Solicitation Submittal Requirements:

Offeror will confirm the ability to sign the Sample Lease and, if unable to sign as-is, will provide a redline copy of the Sample Lease explaining its inability to sign, including calling out the specific provisions with which it has issues.

FINANCIAL PROPOSAL

FACTOR C: Statement of Project Ownership

Basis of Evaluation:

The basis of evaluation will include the Offeror’s demonstrated ability to undertake the proposed terms and conditions of the Sample Lease and Assignments, provided in Appendix E, “Data Pack”, and establish a business structure that functions effectively over the term of the lease and assignments.

Solicitation Submittal Requirement(s):

• Offeror shall provide a narrative detailing its ability to lease, operate, maintain, develop, and manage the Leased and Assigned Premises.

• Offeror shall describe its history and corporate organizational structure, including legal form of ownership and management. If the offeror is submitting as a joint venture, or is teaming or subcontracting with other business organizations, a narrative shall be provided of the extent to which the team has worked together in the past, along with the relevant teaming/joint venture agreement(s).

• Offeror shall provide documentation evidencing its legality, authority, ownership, control, and management.

• Offeror shall explain its ability to assemble a qualified, experienced team with the experience and workload capacity necessary to manage all the disciplines required to develop and manage the proposed Leased and Assigned Premises. Offeror shall detail the corporate structure of its team.

• Offeror shall identify the key personnel and legal counsel designated and authorized to represent the offeror in all negotiations with Navy, and throughout the negotiations, transaction execution, and financial closing process.

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FACTOR D: Sources and Uses of Funds

The Government will evaluate the offeror’s financial strength and evidence that the company possesses the financial capability and capacity to carry out the financial obligations and responsibilities of the proposed operations on the Leased and Assigned Premises.

Solicitation Submittal Requirement(s):

Offerors shall submit a statement describing proposed capital and operational funding by source. The statement shall describe proposed levels of conventional and/or long-term debt and other partnership (or other entity) equity. The statement shall describe the form and nature of completion and performance guarantees to be provided to the Navy, and the resources available to satisfy such guarantees.

• Offeror shall indicate which entity/entities are responsible for financial performance and the extent to which corporate or other such guarantees of performance will be provided to the Navy by each.

• Offeror shall provide evidence of sufficient funds or financing (e.g.

letter of commitment) to support the lease and assignments and any planned improvements.

• If improvements are proposed for the Leased Premises, as applicable, the Offeror shall describe its approach to Payment and Performance (P&P) bonds, provide evidence of P&P bonding capacity, and show how the bond amount(s) are derived.

• Offeror shall provide financial statements complete with notes and accompanied by an auditor’s assertion of accuracy or reviewed by Certified Public Accountant for the most recent two (2) complete calendar years, 2017 and 2018, and other documentation, for the offeror and any equity contributors or other team member organizations or entities that will be financially accountable for performance, in order to demonstrate the offeror’s financial strength.

• If any submitted information notes any litigation, disputes, claims, UCC filings or similar circumstances, offeror shall describe the current status and background of each matter in full detail and its potential impact on the offeror’s ability to fulfill the financial obligations and responsibilities of the proposed operations on the Leased and Assigned Premises.

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FACTOR E: Financial Plan and Pro Forma

Basis of Evaluation:

The extent to which the Offeror demonstrates that the proposed operations on the Leased and Assigned Premises are financially viable and provide consideration to the Navy that appears realistic.

Solicitation Submittal Requirement(s):

Offeror shall provide a narrative describing relevant assumptions necessary to understand the funding and construction planned for the Leased and Assigned Premises. Offeror shall also provide a pro forma illustrating the economic viability of the plans for the Leased and Assigned Premises, described in the narrative which details all cash inflows and outflows, to include consideration to Navy, for the entire proposed lease term. The pro forma shall be in a Microsoft Excel file format with intact formulae so that cell references and calculations can be verified, and contain the following elements:

• Assumptions (i.e., schedule, square footage, rental rates, interest rates, internal rate of return, discount rates, weighted average cost of capital, cost of insurance, etc.)

• Development and Construction Budget including all expected hard and soft development and construction costs.

• Operational Sources and Uses Statement that reflects all expected transaction costs and the sources to fund these costs.

• Annual Cash Flow Statement that reflects line item revenues and expenses on an annual basis for each year of the lease presented in offeror’s proposed order of payment priority.

• Consideration – a statement that illustrates the dollar amount of consideration paid to Navy in each year of the lease and calculates the net present value of the proposed consideration to the Navy over the lease term.

FACTOR F: Consideration to Navy

Basis of Evaluation:

Consideration proposed to the Navy will be evaluated against the Fair Market Value rental range determined by an Appraisal completed in 2019 for the sole use of the Navy, not available to offerors, that includes a) a leasehold interest in one or both parcels in the Leased Premises (or portions thereof) b) easement, permit, and right of way interests of one or more of the fuel pipelines in the Assigned Premises (or portions thereof), SOLICITATION NO. N6247321RP006 22 and c) use of the Navy-owned pipelines, facilities, and appurtenances on the Leased and Assigned Premises.

The consideration will be paid in the form of IKC.

Solicitation Submittal Requirement:

A specific price/consideration proposal shall be submitted.

4. PROPOSAL SUBMISSION INSTRUCTIONS AND ADDITIONAL

INFORMATION

The offeror’s proposal shall consist of the six (6) sections indicated below, provided behind a separate tab or divider page. Within each section, factors and subfactors should be clearly labeled. All sections of the offeror’s submittal shall be provided in a ten (10) font size or greater.

Section Description of Section

Technical Proposal

A Development, Construction and Operations

B Lease Schedule and Execution

Financial Proposal

C Statement of Project Ownership

D Sources and Uses of Funds

E Financial Plan and Pro Forma

F Consideration to Navy

NOTE: All sections of the proposal should be submitted on the same disk/CD ROM.

A. PROPRIETARY INFORMATION

The offeror shall mark all information that is proprietary and not releasable to the public as proprietary.

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B. OFFEROR’S COVER PAGE

The offeror’s proposal must include a completed Cover Page which shall consist of a completed and signed copy of Appendix D to this RFP.

C. SUBMISSION

Proposals are due at 1:00 PM Pacific Daylight Time on the date and at the address specified below. The words “REQUEST FOR PROPOSALS NO.

N6247321RP006” must appear clearly and legibly on the proposal package.