Request_for_Proposals_N6247320RP001.pdf

REQUEST FOR PROPOSALS NO. N6247320RP001

Table of Contents

EXECUTIVE SUMMARY

1.1 Authority and Background

1.2 Property Proposed for Lease and Assignment

1.3 Vision and Business Opportunity

1.4 Project Objectives

EXISTING CONDITIONS AND DEVELOPMENT CONSIDERATIONS

2.1 The Leased Premises and Assigned Premises

2.2 Historical, Cultural and Archaeological

2.3 Environmental Documentation

2.4 Use of the Leased and Assigned Premises

2.5 Utilities and Support Services

2.6 Easements and Encumbrances

2.7 McKinney-Vento Homeless Assistance Act

2.8 Davis-Bacon Act

2.9 Building Codes and Other Requirements

2.10 Legislative Jurisdiction and Regulatory

2.11 Property Maintenance/Management

2.12 Taxes

2.13 Insurance

2.14 Financial Provisions

2.15 Restoration Requirement

PROPOSAL SUBMISSION

3.1 Provisions

3.2 Amendments to the RFP

3.3 Questions

3.4 Oral Presentations

3.5 Proposal Contents and Factors

3.6 Proposal Format

3.7 Proprietary Information:

3.8 Offeror’s Cover Page

3.9 Submission of Proposals:

EVALUATION OF PROPOSALS

4.1 Source Selection

4.2 Evaluation Process

4.3 Proposal Risk Assessments

4.4 Negotiations Period

4.5 Legal Documentation

SPECIAL CONDITIONS AND LIMITATIONS

5.1 No Obligation

5.2 Hold Harmless

5.3 Waiver

5.4 Rights Reserved

5.5 Navy-Furnished Information

5.6 Disputes

5.7 Acquisition Requirements

5.8 Protection Afforded to Proprietary or Confidential Information

POINT OF CONTACT FOR INFORMATION AND CLARIFICATIONS

REQUEST FOR PROPOSALS NO. N6247320RP001

APPENDICES

A. Map of Proposed Leased and Assigned Premises

B. Sample Department of the Navy Lease

C. Sample Assignment of Permit No. 513

D. Sample Assignment of Rights Appurtenant to the San Pedro Fuel Depot and Long Beach Fuel Complex

E-1. List of DFSP San Pedro Facilities, Buildings, and Structures Proposed for Lease

E-2. Facility Condition Assessment, Oct 2019

F. Draft Environmental Condition of Property Report, Oct 2019

G. Impact Avoidance and Minimization Measures, Oct 2019

H. Main Terminal Record of Survey Showing Exception Areas 1-3, Dec 2018

I. Main Terminal Real Estate Summary Map/Existing Encumbrances Map, Jun 2014

J. Marine Terminal Future Encumbrances Map, Apr 2019

K. Offeror’s Cover Page

L. Past Performance Questionnaire

REQUEST FOR PROPOSALS NO. N6247320RP001 1

EXECUTIVE SUMMARY

1.1 AUTHORITY AND BACKGROUND

1.1.1 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 San Pedro, California (the “Installation”).

1.1.2 BACKGROUND

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. The areas at DFSP San Pedro proposed for lease and assignment consist of the approximately 311 acres of the Main Terminal and onsite pipelines, the approximately 11-acre Marine Terminal and onsite pipelines, and the off-site network of pipelines totaling approximately 14 miles, and respective rights of way.

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.

As of 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. The Navy’s operational fueling requirements are described in Section 2.

1.2 PROPERTY PROPOSED FOR LEASE AND ASSIGNMENT

The Navy’s fee-owned property proposed for lease consists of the 311-acre Main Terminal in San Pedro, California and the 11-acre Main Terminal, including Pier 12 fuel pier in Long Beach, CA, both with associated fueling infrastructure and onsite pipelines. The rights of way the Navy holds for its approximately 14 miles of Navy-owned offsite pipelines, are proposed for assignment to the Selected Offeror. Section 2 of this Request for Proposals (“RFP”) provides additional detail on the Leased and Assigned Premises (as defined below), and Appendix “A,” “Map of Proposed Leased and Assigned Premises,” shows approximate location.

1.3 VISION AND BUSINESS OPPORTUNITY

The Navy proposes to enter into a 25-year lease of its fee-owned real property and assign its interests to its Navy-owned offsite fuel pipelines (for the same duration of 25 years), to allow for renewed fueling operations for commercial and military purposes at DFSP San Pedro, California.

The vision of this opportunity is the reactivation and sustainment of the DFSP San Pedro facility to the maximum extent practicable for commercial fueling use, with allowance for periodic and

REQUEST FOR PROPOSALS NO. N6247320RP001 2

contingency1 fueling of Navy ships. The goal is to ensure the fullest possible use and maintenance of the Navy’s assets through the commercial use of facilities and infrastructure while maintaining capability to meet periodic and contingency Navy fueling needs via a separate fuel purchase agreement. Navy fuel purchase is not a part of the lease or assignments.

Appropriate development of the leased and assigned premises (separately “Leased Premises” and “Assigned Premises,” respectively, together, the “Leased and Assigned Premises”) is discussed in Section 2 of this RFP. At all times, use of the Leased and Assigned Premises must be fully compatible with the Navy’s operational and security requirements.

The offeror selected for implementation of this solicitation (“Selected Offeror”) will use, operate, improve, develop, and maintain the Leased and Assigned Premises for the term of the lease and assignments in accordance with the sample lease presented in Appendix “B” to the RFP (“Sample Lease”) and the Sample Assignments presented in Appendix “C” and Appendix “D” to the RFP (“Sample Assignments”). The Selected Offeror will provide in-kind consideration (“IKC”) (or cash in lieu of IKC, at the discretion of the Navy) to the Navy in an amount not less than the combined fair market value of the Selected Offeror’s leasehold interest in the Leased Premises and the fair market value of the interests in the Assigned Premises.

Ownership of the Leased Premises shall remain with the Navy for the duration of the lease term.

Ownership of any improvements constructed or installed on the Leased Premises and Assigned Premises by the Selected Offeror shall remain with the Selected Offeror for the duration of the lease term.

The facilities to be developed on the Leased and Assigned Premises, if any, may be provided directly by the Selected Offeror or through a third-party under a sublease or concession arrangement that has been reviewed and accepted in advance by the Navy. The experience, past performance, and financial capability of an anticipated sub-lessee, and the guarantees offered by the Selected Offeror regarding the sub-lessee’s performance, are some of the factors the Navy shall consider in determining its consent, or non-consent, to a sublet of all or portions of the Leased and Assigned Premises to a third-party.

1.4. PROJECT OBJECTIVES

The following objectives have been set:

• Entering into a long-term lease and pipeline assignment agreements with a responsible party to provide maintenance responsibility and stewardship over the property and improvements;

• Allowing for renewed fueling operations for commercial purposes;

1 An event, series of events, or line of effort that adversely impacts strategic sourcing of fuel for the U.S. Navy in the Pacific region.

REQUEST FOR PROPOSALS NO. N6247320RP001 3

• Providing capability for regular fuel servicing of military ships during normal operations and occasional surge capabilities during contingency operations, via separate purchase agreement;

• Ensuring ongoing maintenance of existing Navy infrastructure;

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

• Allowing for the enhancement of habitat for Palos Verdes blue butterfly (“PVB”) and coastal California gnatcatcher (“CGN”) by the Navy;

• 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 Environmental Condition of Property Report and Checklist (“ECP”) requirements;

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

• Maintaining positive relations with the communities surrounding the property; and

• Employing the best commercial practices to the benefit of both the Navy and the Selected Offeror.

EXISTING CONDITIONS AND DEVELOPMENT CONSIDERATIONS

This Section describes existing conditions and development considerations associated with the Leased and Assigned Premises Information and/or documents pertaining to the property and provided to prospective offerors are believed to be correct; however, the Navy does not warrant this information. The Leased and Assigned Premises, detailed below, will be offered “as is, where is” and the Navy does not warrant the condition of any of the land, structures, equipment, etc.

offered for lease or assignment. Proposals not including the entirety of the Leased and Assigned Premises will be disqualified.

2.1 THE LEASED PREMISES AND ASSIGNED PREMISES

The Leased Premises consist of the approximately 311-acre Main Terminal, with onsite pipelines and improvements, and the approximately 11-acre Marine Terminal, with onsite pipelines and improvements. The Assigned Premises consists of a network of approximately 14 miles of offsite pipeline and associated rights of way corridors.

2.1.1 THE LEASED PREMISES

For additional information, refer to Appendix “A,” to this RFP, “Map of Proposed Leased and Assigned Premises”.

2.1.1.1 THE MAIN TERMINAL

An approximately 311-acre fuel depot located in San Pedro, California.

• Located at 3171 North Gaffey Street on the eastern slope of Palos Verdes Hills, between Gaffey Street and Western Avenue, in the City of San Pedro.

REQUEST FOR PROPOSALS NO. N6247320RP001 4

• Primarily located in the City of San Pedro, California, County of Los Angeles, while a small portion is located in the City of Lomita. It is surrounded by the cities of Carson and Torrance to the north, City of Long Beach to the east, the community of San Pedro to the south, and the cities of Rancho Palos Verdes and Palos Verdes Estates to the west. The Main Terminal is located approximately 20 miles southwest of the City of Los Angeles urban center.

• Land uses around the Main Terminal primarily include residential properties to the north, south, and west. A cemetery borders the Main Terminal on its western boundary, and a high school borders the facility to the south. A local community college and commercial fueling operations border the Main Terminal to the east.

• Primary improvements include administrative facilities, storage facilities, guardhouse and main gate, magazines, and extensive fueling infrastructure including aboveground fuel storage tanks, truck rack, pump house, pipelines, and closed underground fuel storage tanks.

• The adjacent ball fields and firing range are NOT included within the proposed Leased Premises boundary.

2.1.1.2 THE MARINE TERMINAL

An approximately 11-acre fuel terminal and fuel pier (Pier 12) located in Long Beach, California.

• The Marine Terminal is located within the Port of Long Beach and adjacent to the Port of Los Angeles. The Marine Terminal is located on Nimitz Road on the former Long Beach Naval Station Mole Pier on Terminal Island in Long Beach, California.

• Primary improvements include an office and lab controls building, a multipurpose building that includes locker rooms, electrical distribution equipment, and a fire pump control room, and extensive fueling infrastructure including a fuel pier, aboveground fuel storage tanks, pump house, fire water tank, substation, and pipelines.

2.1.2 THE ASSIGNED PREMISES

Approximately 14 miles of Navy-owned offsite fuel pipelines serve the Leased Premises.

The Navy holds a series of permits, easements, and other rights of way from the property owners for the installation, operation, repair, and maintenance of the Navy-owned pipelines. The Navy’s interests in the pipelines are proposed to be assigned to the Selected Offeror under two assignment agreements, attached to this RFP as Appendix “C” and Appendix “D” and are to be executed simultaneously with the lease. The term of the pipeline assignments will be coterminous with the term of the lease. Please refer to Appendix “C” and Appendix “D” for additional information, including specific terms and conditions as well as Land Use Controls (“LUCs”). Please note the Navy had a survey performed in 2018, identifying the Navy’s property interests for its fuel pipelines, and identifying gaps in property interest. The Navy is working to secure the proper real property interest for its pipelines in several areas, and the actions are planned to be completed prior to lease award and assignment execution. The fuel pipelines proposed for assignment consist of the following:

REQUEST FOR PROPOSALS NO. N6247320RP001 5

2.1.2.1 LONG BEACH PIPELINES

• Two 14- to 18-inch fuel pipelines commonly referred to as the “Long Beach” pipelines or the “JP-5” and “JP-8” pipelines.

• The Long Beach pipelines connect the Main Terminal to the Marine Terminal.

2.1.2.2 G-LINE

An 8-inch fuel pipeline commonly referred to as the “G” pipeline, running offsite from the Main Terminal to the east.

2.1.2.3 R-LINE

A 12-inch fuel pipeline commonly referred to as the “R” pipeline, running offsite from the Main Terminal to the east.

2.1.2.4 NOTE

The G, R, and Long Beach pipelines are the pipelines proposed for assignment to the Selected Offeror. If the Navy acquires interest in additional pipelines in the future, such as a fuel pipeline running north, from DFSP San Pedro toward Norwalk, California, the Selected Offeror may be offered assignment of the Navy’s interest.

A list of the facilities available for lease, is in Appendix “E-1” of this RFP. Appendix “E-2” of this RFP is an excerpt from a 2019 Facility Condition Assessment (“FCA”) and provides further detail on the primary improvements on the Leased and Assigned Premises.

2.2 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) are ineligible for listing on the NRHP. Thus, no further action is required under the National Historic Preservation Act.

2.3 ENVIRONMENTAL DOCUMENTATION

An ECP Report and Environmental Assessment (“EA”) are underway and will be completed by the Navy prior to lease execution. The Draft ECP is attached as Appendix “F” to this RFP, and the Draft EA is publicly posted online at www.cnic.navy.mil/SanPedroEA. The Selected Offeror will be responsible for compliance with the necessary environmental mitigation measures and LUCs after lease execution. The environmental mitigation measures and LUCs are scheduled to be finalized prior to lease execution, upon completion of the ECP Report and EA.

REQUEST FOR PROPOSALS NO. N6247320RP001 6

Please refer to Appendix “F” of this RFP, for a full description and discussion of the draft, anticipated environmental conditions and LUCs on the property. Several LUCs are summarized below:

• There are several ongoing environmental investigation sites on the Main Terminal, approximated on Appendix “A” of this RFP, “Map of Proposed Leased and Assigned Premises”, requiring access to the property by Navy, DLA, and federal, state, and local regulatory agencies. The Selected Offeror will be prohibited from using the areas until cleanup is complete and a bilateral modification to the lease is completed to allow for use of the areas, and will also be responsible for complying with any LUCs established.

• Groundwater monitoring wells remain on the Main Terminal. The Navy and DLA require retained, unfettered access to the wells through approximately 2024, prohibiting development, or otherwise impeded access, by the Selected Offeror on these areas.

Approximate locations are shown on Appendix “A,” Map of Leased and Assigned Premises.

• Buildings 107 and 108 on the Main Terminal are cordoned off and access is prohibited due to the environmental concerns of lead-based paint, asbestos, and other safety issues.

The Navy and DLA are currently working on a demolition contract. If available, the date of project completion will be provided to the Selected Offeror prior to lease execution.

• Approximately 104 acres of Palos Verdes Blue Butterfly (“PVB”) and California Coastal Gnatcatcher (“CGN”) habitat, a native plant nursery, and habitat opportunity areas, are present on the Main Terminal and will be permanently unavailable for disturbance or use by the Selected Offeror throughout the term of the lease. LUCs are in place for the minimization and offset of potential impacts to the PVB and CGN.

LUCs and mitigation measure responsibilities are to be divided between Selected Offeror and the Navy prior to lease execution. The table of “Impact Avoidance and Mitigation Measures” from the EA is included as Appendix “G” to this RFP, with draft division of responsibility between Navy and Selected Offeror. The mitigation measures are sourced from the NWS Seal Beach Integrated Natural Resource Management Plan (“INRMP”) and Biological Opinions, available publicly for reference at the following website:

https://www.cnic.navy.mil/regions/cnrsw/om/environmental_support/environmental_ core_support.html

• Sediments below and adjacent to Pier 12 at the Marine Terminal are part of a Navy remediation site and are prohibited from being disturbed or exposed (i.e. dredging is not permitted) throughout the term of the lease. Refer to Appendix “F” for additional detail.

• With regard to the Assigned Premises, property adjacent to the Long Beach pipelines has been investigated for potential munitions and explosives of concern (“MEC”) use and storage. Please refer to Appendix “F,” the Draft ECP, for more information and a map showing the exact location along the Long Beach pipelines. In this location on the

REQUEST FOR PROPOSALS NO. N6247320RP001 7

Assigned Premises, due to the MEC investigation on the adjacent property, there is a LUC in place requiring the Selected Offeror to have an unexploded ordnance (“UXO”) technician (or equivalent) present during any/all intrusive activities conducted.

2.4 USE OF THE LEASED AND ASSIGNED PREMISES

The following stipulations for use of the Leased and Assigned Premises apply:

The Navy is seeking a lessee to operate, maintain, develop, and otherwise use the Leased Premises for commercial fueling purposes on previously disturbed property (i.e. habitat areas are prohibited from use by the lessee) and for ancillary purposes, including, but not limited to administrative, warehouse, and parking.

2.4.1. FUELING REQUIREMENTS AND SPECIFICATIONS

The Navy retains the ability to fuel military ships at the fuel pier on the Marine Terminal, via a separate fuel purchase agreement which will be separately competed. As procurement of fuel for the Navy at the Marine Terminal is external to the proposed lease, offerors are not to rely on fuel delivery to the Navy as a source of revenue in the business model proposed, in response to this RFP. Military ships require fueling on a periodic basis to maintain proficiency, thereby ensuring fuel supply during times of contingency.

The Navy’s fueling requirements are as stated below:

• During normal operations, periodic fueling at the fuel pier includes a maximum of six (6) ships per quarter and requires a combination of dual product (F-76 diesel fuel and JP-5 fuel jet fuel types) in the amount of 14,500,000 gallons per quarter, or, approximately 1,380,952.38 barrels (bbls) per year. The Selected Offeror will be required to maintain the capability of the Navy’s ability to receive these fuel types and quantities via pipeline during normal operations. The Navy will follow the Selected Offeror’s scheduling procedures, will fuel during the Selected Offeror’s normal operating hours, and will coordinate in advance with the Selected Offeror with a minimum of 30 days notice as available. The delta between commercial product and military product moving through the pipelines (flushing the line, fuel barges to receive the flushed commercial product,) will need to be factored into the Selected Offeror’s operations and timeline of events, to be completed by the Selected Offeror prior to the Navy’s fueling evolution. During normal operations, the Navy may choose to fuel at the pier via Government-contracted barge instead of via pipeline.

• During contingency operations, Navy customer ships will require dual product (F- 76 diesel fuel and JP-5 fuel jet fuel types) and priority scheduling, with a temporary potential surge of up to five (5) ships per week. The Navy will provide the maximum advance notice to the Selected Offeror possible, targeting 3-7 days notice or more. During contingency fueling events, the Navy requires priority over Selected Offeror operations to ensure certainty and primacy in fueling when needed. Upon conclusion of the contingency, operations will return to the normal operations construct. The approximate fuel quantity required will vary depending

REQUEST FOR PROPOSALS NO. N6247320RP001 8

on the frequency of use and could range from 14,500,000 gallons to 162,000,000 gallons a quarter, or, approximately 1,380,952 bbls to 15,428,571 bbls annually.

The Selected Offeror will be required to maintain the capability of the Navy’s ability to receive these fuel types and quantities via pipeline during contingency operations.

• Operations on the Leased and Assigned Premises will involve fuels required for military use (i.e. F-76 and JP-5 jet fuels). The Navy may potentially approve the use of other products at the site; however, if a potential lessee proposes an activity or use that would involve anticipated environmental impacts beyond those already analyzed by the Draft EA, and if the Navy chooses to consider allowing any such activity or use beyond the analysis of the EA, additional environmental analysis would be required before any decision could be made regarding award of a lease incorporating that activity or use.

The Navy’s specifications for fuel receipt are as stated below:

• The Selected Offeror shall provide for the fueling system to have precise control of the flow rate, as Navy ships with water-compensated fueling systems may have flow rates less than or equal to 550 gallons per minute, and flow rates exceeding 550 gallons per minute increase the risk of a fuel spill.

• The Selected Offeror must provide for the fueling system to have the capability for Navy ships with non-water-compensated fueling systems to receive F-76 at the rate of 3,000 gallons per minute and JP-5 at 10%-100% of that rate, depending on the type of ship and fittings installed.

• The Selected Offeror must provide the ability for Navy tankers and oilers to accept both fuel types at a rate of 4,300 barrels per hours, or, 3,010 gallons per minute, per hose.

• The Selected Offeror will be required to provide the capability for a range of fittings to be accommodated, as some Navy ships may have non-North Atlantic Treaty Organization (“NATO”) fittings. The fittings may be in the range of 3-inches to 8-inches in diameter, requiring the system to be capable of having the corresponding connections available prior to the planned fueling evolution.

The Selected Offeror will be responsible for establishing the capability for fuel delivery via pipeline to the fuel pier at the Marine Terminal on the Leased and Assigned Premises, for fulfillment of the Navy’s mission fueling requirement bulleted above in this Section.

The Selected Offeror will be required to obtain all federal, state, and local permits and licenses required for the Navy’s fueling requirement to be met, within two (2) years from the commencement date of the lease, and must have established the capability for Navy fueling via pipeline within three (3) years from lease commencement date. Fuel purchase is not a part of the lease consideration. The Navy will purchase fuel under a contract to be separately competed using established Department of Defense fuel procurement procedures.

REQUEST FOR PROPOSALS NO. N6247320RP001 9

The Selected Offeror will be required to extend to the Navy its standard husbanding support services that are provided to commercial fueling customers. The Navy may also provide additional, specialized husbanding support services to Navy vessels and ships as needed, via a separate contract.

2.4.2 OPERATIONAL LIMITS

As discussed in Section 2.3, “Environmental Documentation,” above, a draft EA has been completed, and, accordingly, maximum allowable operational limits for the purpose of the environmental analysis have been established. The Navy retains the right to approve all plans for improvements and operations on the premises, including the plans for improvements and operations proposed in response to this RFP. The Selected Offeror operations are prohibited from exceeding the below-defined limits without Navy approval and completion of any additional environmental impact analysis that may be required with respect to operations that may be proposed that exceed the limits set forth below. The Navy will evaluate operations proposed to determine whether the environmental impacts are fully encompassed by the 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 following summarizes the maximum operations environmentally studied:

• Annual fuel throughput on the Leased Premises and Assigned Premises may not exceed 30 million barrels (combined Selected Offeror and Navy throughput.)

During contingency operations, the Navy’s fueling requirement will supersede that of the Selected Offeror and the volume of fuel throughput available for commercial customers would be limited during the duration of the contingency. Selected Offeror will be required to submit monthly fueling activity reports, due by the 1st of every month, to NWS Seal Beach on a per fueling activity basis, documenting fueling activity including but not limited to fueling receipts, transfers, types, and quantities of fuel.

• A maximum of 12,291,100 barrels of fuel is permitted to be stored on the Leased Premises, 13,722,000 square feet of administrative and/or warehousing space permitted on the Leased Premises, and 1,653,102 square yards of parking areas on the Leased Premises. A maximum floor to area ratio of 1.5 to 1 is permitted.

• A maximum of 24 aboveground storage tanks (ASTs), up to 280 feet in diameter and up to 50 feet tall may be constructed on the Main Terminal, and on the Marine Terminal, a total of 4 ASTs, up to 180 feet in diameter and up to 45 feet tall may be constructed.

• No changes to pier structure or appurtenances, to facilitate commercial vessels, are permitted at Pier 12 at the Marine Terminal without approval by the Navy subsequent to and dependent upon any separate environmental impact analysis that may be required to be performed by Selected Offeror.

REQUEST FOR PROPOSALS NO. N6247320RP001 10

• A maximum of 375 annual vessel calls (Navy and Selected Offeror vessel calls combined, comprised of tankers, barges, and combatant or non-combatant ships) are permitted. This could include, for example, up to an estimated 350 ships (with a capacity of 149,000 barrels or less), 70 mid-size vessels (with a capacity between 150,000 and 177,000 barrels), and 10 fuel barges with a capacity of 300,000 barrels visiting Pier 12 throughout the year to transfer fuel. Navy ships would also visit Pier 12 at the Marine Terminal in order to receive fuel as part of normal and contingency operations. As described above, the Navy will have no more than six

(6) ships per quarter at the fuel pier during normal operations and will have the potential for up to five (5) ships per week at the fuel pier during contingency operations.

• A maximum of 40 fuel trucks per day at the Main Terminal, and 20 per day at the Marine Terminal.

• Selected Offeror will be strictly prohibited from conducting ground-disturbing activities including but not limited to ground-disturbance in connection with inspection, repair, replacement, rehabilitation, reconstruction, or maintenance of the Assigned Premises (pipelines), without approval by the Navy subsequent to and dependent upon any required additional environmental impact analysis as determined by the Navy, to be performed by Selected Offeror.

2.4.3 ACREAGE AVAILABLE FOR USE

Approximately 43.1 acres of the 311 acres of the Main Terminal are immediately available for use by the Selected Offeror, with a total of 163.9 additional acres becoming available in subsequent fiscal years2, as Navy and other government agency remediation on the property completes. All property is subject to current and future LUCs. In total, 207 acres of previously disturbed property are anticipated to be available for use by the Selected Offeror when remediation efforts are complete in approximately 2024. This timeline is subject to fluctuation dependent upon timeline of the remediation actions. 104 acres will remain permanently unavailable for disturbance or use throughout the term of the lease, as they include PVB and CGN “Listed Species Management Areas”, the native plant nursery, and “Habitat Opportunity Areas” shown on Appendix “A” of this RFP, “Map of Proposed Leased and Assigned Premises.”

2.4.4 ONGOING GOVERNMENT REPAIR AND REMEDIATION

Navy and DLA repair, demolition, and cleanup actions will continue on the Leased and Assigned Premises throughout and after lease execution. Appendix “E-1” notes the facilities planned for Government repair or demolition, and Appendix “E-2” provides detail on the nature of the Government repair and demolition effort. The FCA in Appendix “E-2” will be updated as repair and demolition efforts progress, and finalized prior to lease award. 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 the completion of these projects.

2 A fiscal year runs from October 1 to September 30 of the following year

REQUEST FOR PROPOSALS NO. N6247320RP001 11

Access for the repair and demolition work is anticipated to be required through approximately November 2021, and access for environmental cleanup activities is anticipated to be required through 2024. These approximations are subject to change and subject to update as the efforts progress. The Government’s repair and demolition contract is anticipated to be awarded by May 2020. As available, the Navy will provide scopes of work, priority of projects, and period of performance for each project, to the Selected Offeror, for work schedule coordination and deconfliction. The Selected Offeror’s inspection, testing, repair, improvement, or other work on the Leased and Assigned Premises must not interfere with the Navy’s repair and demolition work. The Selected Offeror will be required to work with the Navy to confirm Selected Offeror’s ability to inspect, test, repair, improve, or otherwise work on the Leased Premises when in proximity of a repair or demolition site.

The Main Terminal and Marine Terminal will not be fully operational for fueling upon lease execution nor upon completion of the Navy and DLA repair and demolition work. Additional inspections, repairs, and cleaning will be required by the Selected Offeror to bring the fuel facilities to operational status in compliance with governing regulations and industry standards. The FCA in Appendix “E-2” includes information on recommended repairs.

The nature of the further repairs may include but are not limited to: repairing or replacing external floating roof seals and drainage piping; repairing or replacing safety equipment (e.g. eyewash stations); pipeline and piping valve replacements; pipeline and piping repairs; pump and valve instrumentation replacement; fuel tank floor, shell, and roof repairs; and various repairs for non-fuel system structures, such as generator replacement, lighting improvement, and wall/roof repairs.

The nature of further inspections and cleaning required for integrity management and deficiency resolution may include but are not limited to: hydrostatic pipeline testing;

leak/pressure testing of the underground piping segments; pneumatic pipeline testing;

American Petroleum Institute (“API”) Standard 570 inspection of all Class 1 piping (marine pier piping); in-line inspection of the cross-town pipelines (smart pigging); diving inspection of the underwater pipeline; cathodic protection analysis of the underground piping; and flushing and cleaning pipelines.

2.4.5 PERMITTING AT SOLE COST AND EXPENSE OF THE SELECTED

OFFEROR.

Aboveground Storage Tanks (“ASTs”) and pipelines on the Leased Premises are currently classified as “out of service” and may require inspection, testing, and repair to bring back into service, at Selected Offeror’s sole cost and expense, subject to all federal, state, and local permitting and/or licensing requirements. As detailed in the FCA, Appendix “E-1” and Appendix “E-2” of this RFP, the Government plans to conduct API Standard 653 inspections on Tanks 2001, 2002 and 2003 on the Marine Terminal (also called Facilities 838, 836, and 837, respectively) and will provide the results to the Selected Offeror, as available. On the Main Terminal, the Government plans to make wastewater recovery, REQUEST FOR PROPOSALS NO. N6247320RP001 12 containment, electrical, and other repairs to Tanks 48, 49, and 50 (common name and inventory names are the same.)

2.4.6. USE RESTRICTED BY ENCUMBRANCES

As discussed in Section 2.6 below, “Easements and Encumbrances,” known third-party current and future real estate encumbrances exist at the Leased Premises. The Selected Offeror will be prohibited from planning and constructing improvements that will disturb reasonable rights of use of or access to the property encumbered.

2.4.7. LEASE PAYMENT PROVISIONS

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 the Leased Premises b) the easement, permit, and right of way interest in the Assigned Premises, and c) use of the Navy-owned pipelines, facilities, and appurtenances on the Leased and Assigned Premises. The Navy requires IKC 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.

As a part of the IKC and in accordance with Appendix “C,” “Sample Assignment of Permit No. 513”, Selected Offeror is responsible for payment of the annual permitting fee for the fuel pipeline right-of-way described therein.

As additional consideration, the Selected Offeror will be responsible for paying to the Navy a one-time payment in the amount of Forty Thousand and No/100 Dollars ($40,000.00) for administrative expenses. Per Title 10 U.S.C. 2695, the Navy is entitled to reimbursement of funds from non-federal entities to cover administrative expenses related to real estate transactions.

As part of the consideration for the lease, the Selected Offeror shall obtain legal descriptions and surveys for “Exception Area 1,” “Exception Area 2,” and “Exception Area 3,” shown on Appendix “H” of this RFP, no later than nine (9) months after the date of lease execution, at its sole cost and expense.

Consideration for the fuel pipeline rights of way assigned to the Selected Offeror in Appendix “D,” “Assignment of Rights Appurtenant to the San Pedro Fuel Depot and Long Beach Fuel Complex” of this RFP, as well as for use of the Navy-owned fuel pipelines and appurtenances located within such rights of way, is also to be included in the total consideration owed the Navy under the lease.

2.4.8. PROHIBITED USES

The following uses and activities are prohibited on the Leased and Assigned Premises due to security and operational incompatibility:

REQUEST FOR PROPOSALS NO. N6247320RP001 13

• 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;

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

• Any hazardous uses or activities involving the storage, treatment, transportation, disposal or manufacture of hazardous materials, hazardous substances or hazardous wastes, other than for commercial fueling purposes specifically authorized under the lease.

• Residential uses.

• Illegal Activities.

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

2.5 UTILITIES AND SUPPORT SERVICES

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 Premises and Assigned Premises. 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.

2.6 EASEMENTS AND ENCUMBRANCES

Known third-party current and future real estate encumbrances or constraints existing at the Leased Premises are provided in Appendix “I” and Appendix “J” of this RFP. The Selected Offeror will be responsible for determining and coordinating its use with all third party holders of easements and encumbrances encumbering the Leased Premises.

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 and update Appendix “I” and Appendix “J” at the Navy’s discretion and at the Selected Offeror’s sole cost and expense.

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

REQUEST FOR PROPOSALS NO. N6247320RP001 14

2.8 DAVIS-BACON ACT

Davis-Bacon wage requirements apply to elements of projects constructed on behalf of the Navy.

Davis Bacon wage requirements may apply to specific IKC projects constructed for the Navy’s sole benefit.

2.9 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 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 handling fuel required to meet military specification or 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, locations for which are approximated on Appendix “A”, “DFSP San Pedro Main Terminal and Marine Terminal Map,” of this RFP. 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.

2.10 LEGISLATIVE JURISDICTION AND REGULATORY

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.

2.11 PROPERTY MAINTENANCE/MANAGEMENT

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

REQUEST FOR PROPOSALS NO. N6247320RP001 15

2.12 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 interest, activities, or operations on the Leased Premises and Assigned Premises.

2.13 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.

2.14 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, 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.

2.15 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 when the term began, or to a condition that is acceptable to the Navy.

PROPOSAL SUBMISSION

3.1 PROVISIONS

Offerors are required to comply with the following instructions while developing a proposal.

Where instructions conflict, and no order of precedence is specified, the most stringent requirement applies. A reference to, or direction to comply with, a particular Section shall include, as appropriate, all subsections thereunder. Oral explanations or instructions will not be binding.

Additional provisions the offeror should note include:

• The information provided by the offeror may be used by the Navy to conduct a comprehensive background and credit check.

• The offeror may joint venture with another party. A joint venture shall meet the following requirements:

o All proposals submitted by joint ventures must include an original of the executed joint venture agreement.

REQUEST FOR PROPOSALS NO. N6247320RP001 16

o Members of the joint venture must sign the lease.

• The Concourse Group, LLC (“TCG”) is serving as an advisor to the Navy on this project (and has recused itself from the competition). Each offeror must certify they are not using nor have they used TCG, or any of its subcontractors or affiliates, to assist in the preparation of any proposal related to this project. A “no-conflict-of-interest” certification to be executed by the offeror and returned with its proposal is included as part of the offeror’s cover page in Appendix “K.”

3.2 AMENDMENTS TO THE RFP

This RFP may be amended by a formal amendment document, letter, or electronic message. If this RFP is amended, then all terms and conditions, which are not modified, remain unchanged.

Offerors shall acknowledge receipt of any amendments to the RFP by the date and time specified in the amendments(s). Acknowledgement shall be made by signing and returning each amendment, or sending a letter or electronic acknowledgement.

3.3 QUESTIONS

At the discretion of the Navy, clarifying questions may be asked via email, regarding specifics within offeror’s proposal. Clarifying questions may be asked of any or all offerors. Offerors are required to submit written submissions in response to clarifying questions, limited to material requested in the clarifying questions.

3.4 ORAL PRESENTATIONS

Oral discussions with all offerors who submit proposals are not anticipated. At the Navy’s option, however, offerors may be required to present their proposals orally to a Navy evaluation team in the event that the Navy decides to include all or several offerors in a competitive range for subsequent discussions.

3.5 PROPOSAL CONTENTS AND FACTORS

Offerors shall provide the information listed in this section as part of the proposal, and format the proposal in accordance with the requirements in this section. Proposals should be concise, provide only relevant material, and contain all information that the offeror deems is needed by the Navy to make its selection. This section lists the minimum compliance with Navy’s goals and must be submitted in order for proposals to be considered complete. It is the desire of Navy that offerors attempt to exceed these minimum requirements where possible. Proposals will be evaluated based on five factors, A through E:

FACTOR A: Capabilities and Qualifications

SUBFACTOR A1: Offeror Overview and Organization Demonstrate the ability to undertake the proposed terms and conditions of the Sample Lease and Assignments, and establish a business structure that functions effectively over the term of the lease and assignments.

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

REQUEST FOR PROPOSALS NO. N6247320RP001 17

• 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…