Amendment Three (3) - N6247323RP00008 19 Dec 2022.pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES I

3. EFFECTIVE DATE2. AMENDMENT/MODIFICATION NO. 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (if applicable)

6. ISSUED BY CODE 7. ADMINISTERED BY (If other than Item 6) CODE

SOUTHWEST DIVISION

NAVAL FACILITIES ENGINEERING COMMAND

CONTRACTS DEPARTMENT

1220 PACIFIC HIGHWAY

SAN D I EGO, CA 92132-5187

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county State and ZIP Code)

FACILITY CODECODE

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

is extended, is not extended.The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

(a) By completing Items 8 and 15, and returning______ copies of the amendment; (b) By acknowledging receipt of this amendment on each copx of the offer submitted; or (c) By separate letter or telegram which includes a reference of the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,

IT MODIFIED THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible)

Except as provided herein, at/ terms and conditions of the document referenced in Item 19A or 10A, as heretofore changed, remains unchanged and In full force and effect

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)15A. NAME AND TITLE OF SIGNER (Type or print)

16C. DATE SIGNED16B. UNITED STATES OF AMERICA15C. DATE SIGNED15B. CONTRACTOR/OFFEROR

BYBY

(Signature of Contracting Officer)(Signature of Person Authorized to Sign)

STANDARD FORM 30 (REV. 10-83)

9A. AMENDMENT OF SOLICITATION NO.

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NO.

10B. DATED (SEE ITEM 13)

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDERED IS MODIFIED TO REFLECTTHE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority) erin.wilson Line erin.wilson Line

INSTRUCTIONS

Instructions for items other than those that are self-explanatory, are as follows:

Item 1 (Contract ID Code). Insert the contract type identification code that appears in the title block of the contract being modified.

Item 3 (Effective date).

(1)

(2)

(3)

(4)

(5)

For a solicitation amendment, change order, or administrative change, the effective date shall be the issue date of the amendment, change order, or administrative change.

For a supplemental agreement, the effective date shall be the date agreed to by the contracting parties.

For a modification issued as an initial or confirming notice of termination for the convenience of the Government, the effective date and the modification number of the confirming notice shall be the same as the effective date and modification number of the initial notice.

For a modification converting a termination for default to a termination for the convenience of the Government, the effective date shall be the same as the effective date of the termination for default.

For a modification confirming the contacting officer's determination of the amount due in settlement of a contract termination, the effective date shall be the same as the effective date of the initial decision.

(a)

(b)

(c)

(d)

(e)

(f)

Item 6 (Issued By). Insert the name and address of the issuing office. If applicable, insert the appropriate issuing office code in the code block.

Item 8 (Name and Address of Contractor) . For modifications to a contract or order, enter the contractor's name, address, and code as shown in the original contract or order, unless changed by this or a previous modification.

Item 9, (Amendment of Solicitation No. - Dated), and 10, (Modification of Contract/Order No. - Dated). Check the appropriate box and in the corresponding blanks insert the number and date of the original solicitation, contract, or order.

Item 12 (Accounting and Appropriation Data).

When appropriate, indicate the impact of the modification on each affected accounting classification by inserting one of the following entries.

(2) Accounting classification Net decrease $

Include subject matter or short title of solicitation/contract where feasible.

Item 16B. The contracting officer's signature is not required on solicitation amendments. The contracting offier's signature is normally affixed last on supplemental agreements.

(i)

NOTE: If there are changes to multiple accounting classifications that cannot be placed in block 12, insert an asterisk and the words "See continuation sheet".

Item 13. Check the appropriate box to indicate the type of modification. Insert in the corresponding blank the authority under which the modification is issued. Check whether or not contractor must sign this document. (See FAR 43.103.)

Item 14 (Description of Amendment/Modification) .

Organize amendments or modifications under the appropriate Uniform Contract Format (UCF) section headings from the applicable solicitation or contract. The UCF table of contents, however, shall not be set forth in this document

Indicate the impact of the modification on the overall total contract price by inserting one of the following entries:

Total contract price increased by $

Total contract price decreased by $

Total contract price unchanged.

State reason for modification.

When removing, reinstating, or adding funds, identify the contract items and accounting classifications.

When the SF 30 is used to reflect a determination by the contracting officer of the amount due in settlement of a contract terminated for the convenience of the Government, the entry in Item 14 of the modification may be limited to --

A reference to the letter determination; and

A statement of the net amount determined to be due in settlement of the contract.

(g)

(h)

(i)

(ii)

(1)

(2)

(3)

(4)

(5)

(6)

(i)

(ii)

(iii)

STANDARD FORM 30 (REV. 10-83) BACK

(1) Accounting classification Net increase $

December 19, 2022

SOLICITATION No. N6247323RP00008 AMENDMENT THREE (3) Page 3 of 15

GOVERNMENT RESPONSES TO INDUSTRY QUESTIONS

AMENDMENT THREE (3)

The Navy held a Pre-Proposal Conference for interested proposers on December 7, 2022 at Naval Base Point Loma Old Town Campus (NBPL OTC). The Pre-Proposal Conference provided an opportunity for representatives of the government and industry to meet for presentations and a self-guided site tour. Visit the project website at https://NAVWAR-Revitalization.com/development to view: 1) the event recording;

2) Message from City of San Diego Mayor; 3) Message from Assistant Secretary of the Navy, Energy, Installations & Environment; 4) presentation slides; 5) event agenda; and 6) list of companies registered for the event.

If you submitted a clarifying question on the solicitation to info@NAVWAR-revitalization.com, please note that it has been received and all comments and questions will be reviewed for appropriate action.

Individual responses may not be provided. The Government retains the right to respond to all, a portion of or provide no response to interested proposer’s questions. The Government will post any prepared response(s) to written questions via SAM.gov.

INDUSTRY QUESTION: DEPARTMENT OF NAVY (DoN)

RESPONSE:

NBPL OTC Revitalization

National Environmental Policy Act (NEPA)

We are interested in knowing if there has been a study conducted regarding street access and required roadway upgrades for the proposed projects? If one has been conducted, could you please provide it?

Yes, there were studies completed and the results are provided in our Draft Environmental Impact Statement (EIS). The Draft EIS is available on our project website at https://navwar-revitalization.com.

FEIS and ECP - The Solicitation states that the final EIS and ECP will be incorporated into the Lease before execution. What is the Navy’s current timeline for the final NEPA Environmental Impact Statement (EIS) and Record of Decision (ROD), and Environmental Condition of Property (ECP), if needed?

The Government received over 1,000 comments on the Draft Environmental Impact Statement (EIS), some of which require further information about the specifics of the site design. Once this information is obtained, it will be compared to the Draft EIS to identify if revisions or further analysis would be required. If required, the Draft EIS would be updated and recirculated for public comment prior to finalizing the EIS and publishing the NEPA ROD.

The ECP will be delivered in Draft Final version as part of the data pack in Step 2 RFP of this procurement. This version will capture all available environmental program information to date. The ECP will then be updated as needed to capture any updated conditions and finalized within six months prior to completing Final Real Estate Lease documents.

Some EIS development alternatives contain a multi-modal transit hub and others do not. For the purposes of

The Government’s priority is to fulfill the NAVWAR mission requirements. The Draft Environmental Impact Statement included the https://usg01.safelinks.protection.office365.us/?url=https%3A%2F%2Fnavwar-revitalization.com%2Fdevelopment&data=05%7C01%7Cerin.l.grandgirard.civ%40us.navy.mil%7C3c2354973bef4dd4034508dadd31966d%7Ce3333e00c8774b87b6ad45e942de1750%7C0%7C0%7C638065502307743349%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=33jEIF8LPMhbJIzkZswKBoZ9wG4FVtPSg1aJ5DNWYcU%3D&reserved=0 mailto:info@NAVWAR-revitalization.com https://usg01.safelinks.protection.office365.us/?url=https%3A%2F%2Fsam.gov%2Fopp%2F13ff9e9b4cdb471f9ea952dbffa1a45d%2Fview&data=05%7C01%7Cerin.l.grandgirard.civ%40us.navy.mil%7C3c2354973bef4dd4034508dadd31966d%7Ce3333e00c8774b87b6ad45e942de1750%7C0%7C0%7C638065502307743349%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=DpmVYqR3sBsvPRJtYxliSKbzHf4Jk8sTn%2BjGMEqXj0o%3D&reserved=0 https://navwar-revitalization.com/

AMENDMENT THREE (3) Page 4 of 15 assembling a team and vision statement for this solicitation, should proposers assume the transit hub is included in the project?

analysis of a transit center as an option considered in the event a developer saw a benefit to including one in their proposal. A transit center is not a Government requirement, but may be part of a proposal if the developer finds it beneficial.

4 Has an environmental assessment been done? See Response to #1 above.

Does the 'Transit Center' have a specific link to the airport, City-generated vision, or a defined program NAVWAR is interested in?

See Response to #3 above.

How will consideration of the aforementioned California Environmental Justice requirements be made given that the selection seems to be focused on the Navy's functional requirements being met?

The Draft Environmental Impact Statement (EIS) analyzes Environmental Justice for each of the proposed Action Alternatives. The Draft EIS is available on our project website at https://navwar-revitalization.com.

The Government will select the proposal that represents the Best Value to the Government, considering all factors and subfactors.

Environmental

We are also interested in knowing who would be tasked with the possible environmental cleanup? And lastly, who would be financially responsible for the cost of that environmental cleanup?

Ongoing site cleanup efforts meet all applicable requirements under federal, state, and local law.

The Navy conducts its cleanup under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) in coordination with State regulatory agencies. The current use of the site is commercial/industrial, and the Navy has generally pursued cleanup of the site to a commercial/industrial standard, though it has sought full site closure (no further action/unrestricted use) when possible.

At implementation of the Lease, the Navy anticipates certain portions of OTC Parcel 1 to be subject to land use controls (LUCs) restricting certain types of activities. However, these restrictions would not prevent a developer from taking additional actions with the approval of the Navy and regulatory agencies to allow for uses such as residential. These additional actions could include removing soil, employing vapor mitigation systems, or having residential activities above ground floor. Please note that the Government does not anticipate any land use restrictions on Parcel 2, the land west of Pacific Highway.

Under CERCLA, the Navy retains ultimate responsibility for ensuring OTC is cleaned to a

AMENDMENT THREE (3) Page 5 of 15 level that is protective of human health and the environment. There have been historic releases of hazardous substances at portions of Parcel 1 (the parcel east of Pacific Hwy). The Navy is actively remediating certain portions of Parcel 1, and anticipates LUCs at transfer that will restrict certain types of activities in specified areas unless further actions are taken, and/or mitigations are employed during redevelopment. For example, ground floor residential use may not be possible on certain areas of the parcel without further mitigation actions. The Environmental Condition of Property assessment to be included in the data pack in Step 2 RFP of this procurement will identify the specific areas of Parcel 1 that are subject to LUCs at this time, and controls that apply in those areas.

By law, LUCs are to remain in place unless and until contaminant concentrations at the site are removed or reduced to levels appropriate for unlimited use and unrestricted exposure.

However, to reiterate, with the concurrence of the Navy and regulatory agencies, developers are welcome to take additional steps (for example, extra soil excavation, building design features) to allow for uses such as residential in restricted areas. These additional steps would be: 1) conducted by the selected developer, and 2) the financial responsibility of the selected developer.

CERCLA - The Solicitation states that one of the Government’s objectives is "Accommodating the ongoing site cleanup pursuant to both CERCLA and compliance with related requirements."

Can the Navy provide the scope, current status, and timeline for the ongoing clean-up required by CERLCA and other related requirements?

The Pre-Solicitation Environmental Conditions of Property and Restoration Program presentation slides may be referenced for current CERLA process status. The presentation slides are available on the project website at https://NAVWAR- Revitalization.com/development. The Navy's Environmental Restoration Program website for Old Town may be referenced for the most up to date status. This site is found at:

https://www.navfac.navy.mil/Business- Lines/Environmental/Products-and- Services/Environmental- Restoration/Southwest/Old-Town-NBPL/.

Proposers who are determined to be “Best Qualified” and invited to participate in Step 2 of this solicitation will receive a Draft Final Environmental Condition of Property report, as part of the data pack, which provides a review of https://usg01.safelinks.protection.office365.us/?url=https%3A%2F%2Fnavwar-revitalization.com%2Fdevelopment&data=05%7C01%7Cerin.l.grandgirard.civ%40us.navy.mil%7C3c2354973bef4dd4034508dadd31966d%7Ce3333e00c8774b87b6ad45e942de1750%7C0%7C0%7C638065502307743349%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=33jEIF8LPMhbJIzkZswKBoZ9wG4FVtPSg1aJ5DNWYcU%3D&reserved=0 https://usg01.safelinks.protection.office365.us/?url=https%3A%2F%2Fnavwar-revitalization.com%2Fdevelopment&data=05%7C01%7Cerin.l.grandgirard.civ%40us.navy.mil%7C3c2354973bef4dd4034508dadd31966d%7Ce3333e00c8774b87b6ad45e942de1750%7C0%7C0%7C638065502307743349%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=33jEIF8LPMhbJIzkZswKBoZ9wG4FVtPSg1aJ5DNWYcU%3D&reserved=0 https://www.navfac.navy.mil/Business-Lines/Environmental/Products-and-Services/Environmental-Restoration/Southwest/Old-Town-NBPL/ https://www.navfac.navy.mil/Business-Lines/Environmental/Products-and-Services/Environmental-Restoration/Southwest/Old-Town-NBPL/ https://www.navfac.navy.mil/Business-Lines/Environmental/Products-and-Services/Environmental-Restoration/Southwest/Old-Town-NBPL/ https://www.navfac.navy.mil/Business-Lines/Environmental/Products-and-Services/Environmental-Restoration/Southwest/Old-Town-NBPL/

AMENDMENT THREE (3) Page 6 of 15 all identified current and historical environmental conditions at the property.

Environmental - Please confirm that for the purposes of SOQ and RFP responses that proposers should assume that the Government’s ongoing site cleanup will meet all federal, state, and local requirements for all types commercial and residential uses on the entire OTC site? If not, please provide guidance on how of the OTC sites may be limited for residential development based on the draft EIS and ECP and cleanup work done to date.

Yes, ongoing site cleanup efforts meet all applicable requirements under federal, state, and local law. The Navy conducts its cleanup under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) in coordination with State regulatory agencies. The current use of the site is commercial/industrial, and the Navy has generally pursued cleanup of the site to a commercial/industrial standard, though it has sought full Site closure (no further action/unrestricted use) when possible.

At implementation of the Lease, the Navy anticipates certain portions of OTC Parcel 1 to be subject to land use controls restricting certain types of activities. However, these restrictions would not prevent a developer from taking additional actions with the approval of the Navy and regulatory agencies to allow for uses such as residential. These additional actions could include removing soil, employing vapor mitigation systems, or having residential activities above ground floor.

Please note that the Government does not anticipate any land use restrictions on Parcel 2, the land west of Pacific Highway.

Site Clean-up - The Solicitation states that “The Selected Proposer will be responsible for compliance with Land Use Controls (“LUCs”) that are currently being managed by the Government to prevent exposure to contamination from historical releases at the site. The LUCs will be identified in the ECP Report and included in the executed Lease. To the extent the proposer’s redevelopment activities result in the removal of historical contamination such that LUCs can be terminated, the Government will work with the Selected Proposer and regulatory agencies to terminate or modify the LUCs.” Please confirm the Government’s intention for financial and legal responsibility of differing environmental conditions arising out of pre-existing contamination on the OTC

Under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the Navy retains ultimate responsibility for ensuring OTC is cleaned to a level that is protective of human health and the environment. There have been historic releases of hazardous substances at portions of Parcel 1 (the parcel east of Pacific Hwy). The Navy is actively remediating those portions of Parcel 1, and anticipates land use controls (LUCs) at transfer that will restrict certain types of activities in specified areas unless further actions are taken, and/or mitigations are employed during redevelopment. For example, ground floor residential use may not be possible on certain areas of the parcel without further mitigation actions. The Environmental Condition of Property assessment to be included in the data pack in Step 2 RFP of this procurement will identify the specific areas of Parcel 1 that are subject to LUCs, and controls that apply in those areas.

AMENDMENT THREE (3) Page 7 of 15 sites for purposes of the proposal and in the executed Lease?

By law, LUCs are to remain in place unless and until contaminant concentrations at the site are removed or reduced to levels appropriate for unlimited use and unrestricted exposure.

However, to reiterate, with the concurrence of the Navy and regulatory agencies, developers are welcome to take additional steps (for example, extra soil excavation, building design features) to allow for uses such as residential in restricted areas. These additional steps would be: 1) conducted by the selected developer, and 2) the financial responsibility of the selected developer.

Flood Zone - The Pacific Midway Community Plan indicates potential for future flooding from a 20-inch sea level rise by 2050 and a 59-inch rise by 2100 and the same level currently for a 100-year storm events for all or part of the OTC 2 site, where the onsite Government Facilities are likely to be located. How does the Government want proposers to consider the flood risk in the SOQ and RFP responses given the critical nature of the Government Facilities?

The Draft Final Environmental Condition of Property (ECP) assessment will be provided as part of the data pack in Step 2 RFP of this solicitation. The ECP provides a review of current and historical environmental notifications at the subject property. OTC is not currently within an identified Flood Hazard Zone as identified by the Federal Emergency Management Agency (FEMA). Current flood zones may be found at:

https://msc.fema.gov/portal/home.

For Flood Design and Mitigation, refer to Uniform Facility Criteria 3-201-01 (including paragraph 2-7.1). Proposer shall determine the flood design by including both the 100-year flood elevations published by FEMA and site specific Government published sea level rise projections.

Statement of Qualifications (SOQs)

12 Is the NAVWAR site open to brokers?

Please reference Solicitation Section E.1.c. for details on Statement of Qualifications’ Submission Requirements regarding the Qualifications, Experience, and Past Performance of Key Project Participants.

How much detail is the Navy looking for at the RFQ stage with regards to the program, phasing, and financing approach for the Government Facilities and Private Development?

The Government has outlined expectations for the Step 1 RFQ of the solicitation process, further identified in Section E of the Solicitation. The Government encourages proposers to review Solicitation Section E in detail, which outlines what the Government is looking to see regarding Concept and Approach for both the Government Facilities and Non-Federal private development.

For example, regarding program and phasing for the Government’s Facilities, the Government is looking for a statement of overall concept and approach to include items such as continuity of mission, and maximization of in-kind https://msc.fema.gov/portal/home

AMENDMENT THREE (3) Page 8 of 15 consideration (IKC) in the form of Government Facilities, etc.

Compatible Use - Does the proposer have to describe anything other than the FAR that will be required (versus the specific private development uses) in its vision statement at the RFQ stage for the Government to assess whether the proposed use is compatible with government functions or the Midway Pacific land use plan?

The proposer shall provide relevant information to "demonstrate the extent, character, tenant mix, and quality of the development envisioned," as stated in Solicitation Section E.1.a.ii" as well as the other requirements of this Section.

Score on Use of OTC site - How will the Government score differences among the SOQs and proposals in the utilization of the OTC site for the Government Facilities versus other sites?

The Government will select the proposal that represents the Best Value to the Government, considering all factors and subfactors.

Financial Capacity - The Solicitation requires that “companies or teams must demonstrate sufficient financial strength to enable them to develop the Government Facilities and develop, operate, and maintain the Leased Premises.” Please confirm that the Solicitation does not require the selected master developer team to operate and maintain the Leased Premises once the parcels are subleased to sub-developers that are selected in concert with the Government. Also, please state the specific cash or cash equivalent required to be evident in the developer balance sheet to be considered to have “sufficient financial strength” to act as a master developer responsible for raising equity and debt.

As stated in Solicitation Section E.2.d, proposers will be evaluated based on the degree of financial strength and evidence that the company or team possesses the financial capability and capacity to carry out the development, operations and maintenance of the Government Facilities and the Leased Premises, as appropriate. Financial capacity requirements are further stated in Factor E, which states that the company possesses the financial capability and capacity to carry out the financial obligations and responsibilities of the development of the Government Facilities and proposed operations on the Leased Premises.

Proposers are encouraged to review this section in detail.

Who prepared the "Onsite Project Program" for Naval Base Point Loma Old Town Campus, included as Appendix 2 in the opportunity solicitation?

The EIS documents dated May 2021 contain numerous development studies, environmental analyses, and other reports. Are the authors of this content precluded from joining a developer's team?

The Government has used and continues to use various consultants/contractors to support development of this solicitation and supporting materials such as environmental documentation.

As noted in the solicitation, the Government reserves the right to determine whether prior or continuing support to the Navy on the OTC revitalization project creates an organizational conflict of interest that precludes participation of a particular firm, or of certain departments or individuals of a firm, on a proposing team.

AMENDMENT THREE (3) Page 9 of 15

If a proposing team elects to partner with a contractor that has worked on the OTC Revitalization, it will be the responsibility of that team to demonstrate to the real estate contracting officer how and why there is no organizational conflict of interest by providing documentation as part of their Statement of Qualifications submitted for Step 1 RFQ to the Government explaining either (1) why there is no organizational conflict of interest (e.g., they did not obtain non-public information that would give them an unfair advantage), or (2) their proposed mitigation plan to avoid or neutralize conflicts.

In each instance, it will be a case-by-case analysis of whether a conflict of interest exists and/or if a proposed mitigation plan is sufficient to protect the integrity of the solicitation process.

Please see Amendment Two (2) to the Solicitation for additional information.

Will any formal teaming and networking events be held as a part of the Solicitation process?

Will a second site visit be provided as part of Stage 2, for short-listed teams?

The Navy held a Pre-Proposal Conference for interested proposers on December 7, 2022 at Naval Base Point Loma Old Town Campus. The Pre-Proposal Conference provided an opportunity for representatives of the government and industry to meet for presentations and a self-guided site tour. Visit the project website at https://NAVWAR- Revitalization.com/development to view: 1) the event recording; 2) Message from City of San Diego Mayor; 3) Message from Assistant Secretary of the Navy, Energy, Installations & Environment; 4) presentation slides; 5) event agenda; and 6) list of companies registered for the event.

At this time, the Government does not plan to provide a second site visit to the shortlisted entities as part of Step 2 – Request for Proposals.

In-Kind Consideration (IKC)

In addition to the In-Kind Contribution, does the Navy also expect to receive annual ground rent from the Private Development?

If all priorities in the provided Scope Ladder are reached and the Government receives its full requirement for all functions, additional value proposed as consideration should be provided as an allowance under Priority 15 of the Scope Ladder, which could be in the form of Furniture Fixtures & Equipment (FFE), moving costs, operations and maintenance, or additional square https://navwar-revitalization.com/development

AMENDMENT THREE (3) Page 10 of 15 footage. Consideration should be in the form of in-kind consideration (IKC) in lieu of cash.

Status of Off-Site Land - If land on another site is proposed for the Government Facilities construction, must that land be transferred to federal ownership and declared a federal installation?

The Navy is open to receiving consideration in the form of facilities constructed on land not currently owned by the Navy, if part of a proposal representing the best value to the Government.

The Navy’s preference is that any land developers propose to bring into the deal as part of their proposal eventually be transferred to Federal ownership. Long term lease of property for Navy use is disfavored, and the Navy would not pay any rent to use non-Navy land. That said, the Navy encourages innovative solutions that will maximize the provision of new facilities for NAVWAR. It will evaluate all proposals using the evaluation factors in the RFQ/RFP, with a focus on which proposal results in the best value to the Government.

Fair Market Value - The Solicitation states that "This IKC must be valued at not less than the fair market value of the leasehold interest." What is the Government’s methodology to validate fair market value of a leasehold?

Furthermore, what are the height, density, and density bonus assumptions (I.e., Floor Area Ratio) that will be allowed under Measure C used in the fair market value determination?

The Government will evaluate fair market value in accordance with the legislation of Title 10 United States Code § 2667 and as stated in Solicitation Section F.2.c. Solicitation Section F.5.b also states, “In order to ensure that the amount of consideration proposed is reasonable, the proposer’s proposed consideration will be compared to the Fair Market Value range determined in the Appraisal of the leasehold interest. The Appraisal is for the sole use of the Government and will not be made available to proposers.”

Solicitation Section D.2 confirms that, “NBPL OTC is located on U.S. Government-owned land.

Therefore, development on NBPL OTC, both on the portion of NBPL OTC retained by the Government and the remainder to be the Leased Premises, is not subject to City of San Diego or other state and local zoning and planning requirements, nor are they subject to the 30’ Coastal Height Limit.” Measure C applies to the removal of the Coastal Height Limit within the Midway-Pacific Highway Community Plan area (see Solicitation Section D.2.b). Solicitation Section D.2.a confirms that NBPL OTC are not subject to adherence to the Community Plan.

Public Benefit Scoring - Will the Government score more favorably non-revenue generating public benefits (versus purely economic benefit to the Government) in the proposed private

As stated in Solicitation Section F.5.b, Subfactor A1 (Technical Approach to Government Facilities) and Factor D (Consideration to Government) are approximately equal in importance and are the most important factors.

AMENDMENT THREE (3) Page 11 of 15 development (I.e., transit, affordable housing, green spaces, community services, Justice 40 (EO 14008))? If so, how does the Government intend to factor qualitative public benefit components into the scoring?

All other factors and subfactors are approximately equal in importance. The amount of consideration proposed to the Government (Factor D) could be given greater weight in the event proposals are approximately equal based on the evaluation of the non-consideration factors and subfactors.

Continuity of Mission - The Solicitation states one of the evaluation factors is that the "Proposed IKC meets the Government’s space, security, and Anti- Terrorism/Force Protection (“AT/FP”) requirements for NAVWAR and ensures continuity of mission." What are the Navy requirements or criteria for ensuring "continuity of mission?"

The requirement for ensuring “continuity of mission” is that the new facilities are constructed, approved, and ready for move-in prior to functions moving out of their existing facilities to allow for little to no downtime of operations during relocation. A relevant example is the new Navy Headquarters at the intersection of Broadway and Pacific Highway: the selected developer helped the Navy consolidate operations into one building, allowing the remaining buildings and parking to be demolished and the new Navy building along with other site improvements to be completed. Once the new Navy building was completed and occupied, the remaining old Navy building was demolished and remainder of the site is currently being redeveloped.

Parking - The parking ratio for the Base scope is roughly 1:272 GSF and 1:240 GSF for Full scope, both of which far exceed industry standards and appear to contradict San Diego’s policy for Transit Priority Areas and the Midway Pacific Community Plan. Will the Government consider a lower parking ratio (in the 1:330 GSF – 1:500 GSF range) given the cost of structured parking and the transit orientation of the new development?

Proposals will be evaluated according to their ability to achieve as much of the Government’s requirement as possible. The Government's objective is to receive the full requirement with all priorities as in-kind consideration. During the period of exclusive negotiations with the Selected Proposer, the Government reserves the right to negotiate changes in the prioritization of the Scope Ladder, scope, amenities, and the like as the final Lease and associated agreements are established.

As stated in Solicitation Section F.2.c.iv of the Solicitation, parking for the onsite facilities may be provided as dedicated spaces on the land retained by the Government or may be provided as part of shared parking on the Leased Premises within the overall development of NBPL OTC. If provided on the Leased Premises, the minimum number of required parking spaces must be reserved for Government use during business hours, Monday through Friday, and the Government desires shared-use parking solutions that are closer to the Government Facilities. The Government is willing to allow for up to 50% of the minimum required Government parking spaces to be paid spaces whereby Government

AMENDMENT THREE (3) Page 12 of 15 contractors working in the Government Facilities would pay a reasonable daily or monthly market rate.

Parking - The Solicitation states that the Government "desires" that all onsite Government Facilities be completed prior to construction on the Leased Premises, with the possible exception of structured parking if sufficient interim parking is provided. Will offerors’ scores be negatively impacted if the permanent structured parking is deferred?

The Government will select the proposal that represents the Best Value to the Government, considering all factors and subfactors.

Market appreciation - The Solicitation will require in the Phase 2 proposal a “description of any Government participation in upside appreciation during the development period and term of the Lease (i.e., material changes to market conditions or revised entitlements), to include estimated amounts, formulas, and particularly, increases in value due to material changes in market conditions or entitlements.” How will the Government score the extent to which Government participation in upside appreciation is proposed?

As stated in Solicitation Section F.3, Factor D:

Consideration to the Government, “the Government will evaluate the price/consideration proposals on the basis of maximizing the value of the proposed Project to the Government.”

O&M - The Solicitation requires "[a] description of the process for acquiring operations and maintenance services for Government Facilities, if provided through Lease, and estimated cost of such services." Please clarify the scope of operations and maintenance of Government Facilities the Government may require and how the Government will score proposed O&M offerings (I.e., cost, energy performance risk, system availability, performance penalties) over the life cycle of the buildings?

Maintenance of Government Facilities should be provided as an allowance as stated in Priority 15 of the Scope Ladder in Solicitation Section F.c.ii.

As stated in Solicitation Section F.3, Factor D:

Consideration to the Government, “the Government will evaluate the price/consideration proposals on the basis of maximizing the value of the proposed Project to the Government.”

Compliance With Land Use Considerations - Compliance with the Regional Planning Considerations in Section D.2 of the Solicitation will limit the density and land value and thus funds available to achieve the Government’s goals in its scope ladder.

Please provide guidance and scoring

The solicitation includes a Requirements Step Ladder of priorities. As described in Solicitation Section F.5.b, Subfactor A1, proposals that provide more of the Government’s requirements (Subfactor A1) and proposals that provide the highest consideration (Subfactor D) are the most important factors. NBPL OTC is U.S.

Government-owned property and local planning

AMENDMENT THREE (3) Page 13 of 15 methodology that will allow proposers to understand how compliance with regional planning considerations should be weighed against land use assumptions exceeding those considerations that may be necessary to accomplish the Government’s financial goals?

and zoning laws would not apply under a long-term leasing arrangement. However, proposers are encouraged to develop a plan for the site that is compatible with surrounding uses and plans to the extent practicable. With recent and anticipated developments (including the Sports Arena and Post Office redevelopments), it is anticipated that the area around OTC will undergo a significant transformation during the life of the OTC project.

Please provide more clarity on the NIWC Warehouse* - unclear if this is slated for a particular off-site location and how that warehouse space differs from the NAVWAR Warehouse space.

Do the two warehouse spaces need to be separate buildings?

As shown in Solicitation Table 6, there are four

(4) different Offsite Requirements. The NAVWAR Warehouse is required to be new construction on a military site provided by the Government. The NIWC Warehouse is intended to be provided by renovation of existing building(s) on military site provided by the Government. As defined in Appendix 2, Offsite Project Program, the NAVWAR Warehouse has a Security Level Intelligence Community Directive (ICD) 705. The NIWC Warehouse has a Security Level of Unclassified.

Solicitation Section F.2.c.i also states that Offsite Requirements, “could be provided offsite at other military property furnished by the Government or property identified by a proposer and approved by Government,” and, “The Government is finalizing locations available for the construction or conversion of existing facilities to accommodate the Offsite Requirements.”

Master Plan of Entire NBPL OTC Parcels

Would the Navy consider a phased land takedown for the Private Development, i.e. a separate ground lease would be executed for a given phase of Private Development?

The Government’s intent is to enter into one long-term lease of the land for private development with the Selected Proposer. The Selected Proposer may phase the private development through multiple, phased subleases to developers of different parcels within the leased premises.

However, the Government is willing to consider a phased land takedown so long as it conforms to the legislation, the Navy receives its requirement up front and continuity of mission is ensured.

Construction

AT/FP - The Solicitation states one of the Government’s objectives is that the "Proposed IKC that meets the Government’s space, security, and Anti- Terrorism/Force Protection (“AT/FP”) requirements for NAVWAR and ensures continuity of mission." Our experience is that AT/FP requirements

The amount of land required for AT/FP compliance depends on the particular design proposed and the application of UFC 4-010-01 DoD Minimum Antiterrorism Standards for Buildings, with Change 2. Proposers are encouraged to have professionals on their team experienced in federal construction and AT/FP requirements.

AMENDMENT THREE (3) Page 14 of 15 are subject to adjustment for construction in urban areas, specifically for setback distances from perimeter fences and roads that can affect the developable land around the Government Facilities. Can the Navy provide details on the AT/FP measures required for the Government Facilities and how much land it is targeting as necessary for AT/FP compliance for the base and full on-site program in Table 5?

Construction Schedule/Phasing

Has the Navy established an outside date for the delivery of the Government Facilities? Will there be performance deadlines for the Private Development?

Regarding performance deadlines, the Government is seeking to execute a potential long-term lease, and as consideration for the lease, receive up front in-kind consideration as mission ready facilities for NAVWAR. For the private development, defer to the selected developer to determine phasing and timing for the private development.

Phasing - Warehouse - Please explain the Government’s rationale in Figure 5 and Table 8 for making relocation of the warehouse Phase 2 (yellow). Early site plans indicated that the current warehouse site was the preferred location of the onsite Government Facilities with the parking structure to the south of the Administration Building, in what is shaded as Phase 1 (green) in Figure 5. Would the Government consider proposals that offered to relocate the warehouse (Priorities 2 and 3) earlier in the scope ladder to make Phase 1 and Phase 2 simultaneously available?

Yes, the Government will consider proposals to relocate functions earlier and make parcels available as soon as possible. The Government encourages innovative solutions to complete its requirements as soon as possible while ensuring continuity of mission and all other requirements in the solicitation.

State Historical Preservation Officer (SHPO)

SHPO - The Solicitation indicates that certain buildings may be determined to require historic preservation and that the developer will be a party to the MOA. When does the Government anticipate having the Section 106 determination and an MOA in place? If not prior to the start of the Step 2 proposal response, please explain how the master planning effort will incorporate the requirements.

Section 106 consultation with the State Historical Preservation Officer (SHPO) began in 2021 and is ongoing. The SHPO has requested site specific design details to better inform the process. The Navy anticipates receiving these details once a master developer has been selected and the design is further along. The design details are essential in completing the Section 106 consultation, the Memorandum of Agreement (MOA), and the Environmental Impact Statement. The Navy and the master developer will collaborate to ensure

AMENDMENT THREE (3) Page 15 of 15 the requirements from these documents are incorporated into the Lease agreement.

Davis-Bacon

Davis-Bacon - The Solicitation states that proposers are required to verify applicability of Davis-Bacon to non- Government facility construction.

Because this is an interpretation of federal law and precedent for EULs, please confirm that compliance with Davis Bacon is only required for the Government Facilities for purposes of the proposal?

As stated in Solicitation Section G.9, "The construction of Government Facilities proposed as IKC resulting from this solicitation process will be subject to Davis-Bacon Act. Any applicable revised wage decisions will be the responsibility of each proposer to ensure that its proposal reflects the most recent wage rates and categories. The wage decision in effect at the time that the Selected Proposer is designated and invited to a period of exclusive negotiations with the Government will be incorporated into the Lease and appropriate subsidiary agreements. It is the Government’s position, based on current Department of Labor policy, that the construction of non-Government Facilities on the Leased Premises, is not subject to Davis-Bacon requirements. Proposers are encouraged to verify applicability of Davis-Bacon to non-Government facility construction.”

Existing Facilities & Assets

Other Federal Property - Does the Government have any federal property other than OTC to offer as a location for the onsite Government Facilities or that can be offered for private development to increase the IKC amount?

All federal property available at this time is listed in the Solicitation.

Pre-Proposal Conference

I attended the pre-bid conference for the Navy Old Town opportunity today. Can I obtain the presentation PowerPoint from the conference today?

Visit the project website at https://NAVWAR- Revitalization.com/development to view: 1) the event recording; 2) Message from City of San Diego Mayor; 3) Message from Assistant Secretary of the Navy, Energy, Installations & Environment; 4) presentation slides; 5) event agenda; and 6) list of companies registered for the event.

OTC - Government Responses to Industry Questions - 19 December 2022

REAL ESTATE DEPARTMENT

750 PACIFIC HIGHWAY

SAN DIEGO, CA 92132-5190

1) Government responses to industry questions as attached hereto on pages 3 through 15.