Solicitation.pdf

SOLICITATION NO. N6247322RP002

DEPARTMENT OF THE NAVY

DEFENSE FUEL SUPPORT POINT (DFSP) SAN PEDRO

MARINE TERMINAL/PIER 12 LEASE AND DEVELOPMENT

OPPORTUNITY, NAVAL WEAPONS STATION SEAL

BEACH, CALIFORNIA

10 February 2021

D. B. BIXLER

Real Estate Contracting Officer

U.S. DEPARTMENT OF THE NAVY

Naval Facilities Engineering Systems Command

Southwest Division San Diego, CA

When referring to this Solicitation, please note that it is Solicitation No. N6247322RP002

TABLE OF CONTENTS

A. INTRODUCTION

1. Enabling Authority

2. Acquisition Process

B. BACKGROUND

C. PROJECT OVERVIEW

D. REQUEST FOR PROPOSALS (RFP)

1. Introduction

2. Project Information

3. Proposal Submission Content and Evaluation Factors

4. Proposal Submission Instructions and Additional Information

5. Evaluation of Proposals

E. SPECIAL CONDITIONS AND LIMITATIONS

F. POINTS OF CONTACT FOR INFORMATION AND CLARIFICATIONS

APPENDICES

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

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

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

D-1. Sample Lease

D-2. Sample Assignment of Permit No. 513

D-3. Sample Assignment of Rights Appurtenant to the San Pedro Fuel Depot and Long Beach Fuel Complex

E. Draft Environmental Condition of Property Report

F. Marine Terminal Future Encumbrance Map

G. Offeror’s Cover Page

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A. INTRODUCTION

1. ENABLING AUTHORITY

The Department of the Navy (“Navy”) proposes to lease non-excess real property under the authority of Title 10 United States Code (U.S.C.) § 2667 and assign its rights in offsite real property related to Navy-owned fuel pipelines, for industrial commercial purposes such as, but not limited to, fueling, warehouse, storage, or parking at the Marine Terminal of Defense Fuel Support Point (“DFSP”) San Pedro, California.

2. ACQUISITION PROCESS

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

Detailed information, including Submission Content and Evaluation Factors, can be found in Section D of this solicitation. The Government will require written technical and financial proposals, potentially followed by oral presentations as needed. Navy officials will review proposals submitted in response to the RFP may meet with any or all offerors, and may request additional information on particular aspects of the material submitted. The Navy reserves the right to amend all of, or portions of, the RFP by one or more formal amendment documents. The Navy may enter into discussions with the offerors upon completion of the initial RFP evaluation and/or oral presentations. Upon completion of discussions with offeror(s), the Navy will select one (1) offeror that, in the Navy’s opinion, would provide the best value to the Government and will designate a period of exclusive negotiations for that offeror.

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

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

An offeror may propose leasing the available property and being assigned none, or one or more, of the available fuel pipelines.

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B. BACKGROUND

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

In February 2016, the Navy moved forward with the partial closure of DFSP San Pedro, and DLA began the process of permanently closing all underground storage tanks (“USTs”) at the Main Terminal. At the same time, the Navy began the process of planning for the long-term utilization of the site and is currently pursuing a lease to a non-federal entity for industrial or commercial purposes such as, but not limited to, fueling, warehouse, storage, or parking at the site.

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

C. PROJECT OVERVIEW

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

The Navy’s fee-owned property available for lease is the 11-acre Marine Terminal, including the Pier 12 fuel pier in Long Beach, CA, (the “Leased Premises”) with its associated fueling infrastructure and onsite pipelines.

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

Offerors may propose lease and assignment of all, or less than all, of the Leased and Assigned Premises available.

A summary of historical facility costs and future cost projection information is available at request during exclusive negotiations.

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Proposed uses of the property that are determined by the Navy to be to be compatible with future and/or current Navy use of the property, will be considered. The environmental impact of commercial fueling and ancillary uses (parking, warehouse, and storage), on the property have been analyzed in draft environmental documentation.

Additional environmental documentation may be required, at the Navy’s discretion, for proposals received outside of the scope analyzed by the Navy’s draft environmental documentation (see Section D.2.E below, Environmental Documentation and Operational Limits, for additional information).

D. REQUEST FOR PROPOSALS

1. INTRODUCTION

Interested parties are invited to submit a proposal in the form of technical and financial proposals which reflect the availability and amount of funding and the manner in which Navy requirements, objectives, and priorities will be met.

Appendices A - F are provided to assist offerors in preparing responses to this solicitation.

A. VISION

The vision of this opportunity is the development, operation, and maintenance of the Marine Terminal of DFSP San Pedro, in support of the sustainment of Navy property to the maximum extent practicable.

B. OBJECTIVES

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

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

• Disturbing only those areas historically used for operations;

• Accommodating the ongoing site cleanup pursuant to both the Comprehensive

Environmental Response, Compensation, and Liability Act (“CERCLA”) and Clean Water Act (“CWA”);

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

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

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

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

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2. PROJECT INFORMATION

A. EXISTING FACILITIES AND LAND

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

Appendix B contains the improvements and more detailed information on the Leased and Assigned Premises available, and Appendix C contains aerials, photos, and condition information.

A sample Navy Lease that addresses the Government’s interest in its land and associated infrastructure is attached as Appendix D-1. The offeror selected for implementation of this solicitation will use, operate, improve, develop, and maintain the Leased Premises in accordance with the sample lease presented in Appendix D-1 to this RFP, after a period of exclusive negotiation, and the Assigned Premises in accordance with the Sample Assignments presented in Appendix D-2 and Appendix D-3 to the RFP (“Sample Assignments”), if applicable (see Section 2.B below).

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

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B. OFFERS ON THE LEASED AND ASSIGNED PREMISES

An offeror may make offers on the Leased Premises (“Marine Terminal Parcel” in the below table), and none, or one or more, of the available fuel pipelines. The Navy in its discretion may reject an offeror’s proposal or counter-propose a combination more beneficial to the Government. The available property and pipelines are as follows:

C. TERM

The term of the lease shall be up to 25 years. In order to enter into leases over 5 years’ duration, the Secretary of the Navy must determine that a lease for a longer period will promote the national defense or be in the public interest. Thus, a lease

PARCEL/PIPELINE SIZE

Marine Terminal Parcel (includes “Pier 12” fuel pier)

11 acres

“G” Pipeline ~.67 miles

“R” Pipeline ~2.49 miles

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

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with a term of more than 5 years is subject to the approval of the Secretary of the Navy. However, the Navy anticipates issuing a lease (and associated assignments of rights of way for the fuel pipelines) for a term of 25 years.

D. CONSIDERATION

A specific price/consideration proposal shall be submitted. Consideration proposed to the Navy will be evaluated against the Fair Market Value rental range determined by an Appraisal completed in 2019 for the sole use of the Navy, not available to offerors, that includes a) a leasehold interest in the Leased Premises

b) easement, permit, and right of way interests of one or more of the fuel pipelines in the Assigned Premises (or portions thereof), and c) use of the Navy-owned pipelines, facilities, and appurtenances on the Leased and Assigned Premises. The Navy requires In Kind Consideration in the form of Long-Term Maintenance projects at Navy installations that may include, but are not limited to, NWS Seal Beach, pursuant to those allowed for the Navy to accept per 10 U.S.C § 2667, and will determine the specific long term maintenance projects to be delivered.

However, at the discretion of the Navy, the selected offeror may be required to pay rent in cash on a quarterly basis in advance, in lieu of conducting long term maintenance projects.

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

E. ENVIRONMENTAL DOCUMENTATION AND OPERATIONAL

LIMITS

An Environmental Condition of Property (“ECP”) Report and Environmental Assessment (“EA”), in compliance with the National Environmental Policy Act (“NEPA”), 42 U.S.C. 4311, are underway and will be completed by the Navy prior to lease execution. The Draft ECP is attached as Appendix E 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 applicable environmental mitigation measures and Land Use Controls (“LUCs”) after lease execution. The environmental mitigation measures and LUCs are scheduled to be finalized prior to lease execution, upon finalization of the ECP Report and EA.

Additionally, maximum allowable operational limits for the purpose of the environmental analysis have been established. The Navy will evaluate operations proposed to determine whether the environmental impacts are fully encompassed by the Draft EA’s analysis. If operations are proposed that would involve anticipated environmental impacts beyond those analyzed by the Draft EA, and if the Navy wishes to consider allowing any such activity or use beyond what has been analyzed by the Draft EA, additional environmental analysis would be

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required before any decision could be made to award a lease that would allow the operations proposed. The maximum operations environmentally studied are captured in the Draft EA.

F. ONGOING GOVERNMENT REPAIR AND REMEDIATION

Beyond the environmental remediation efforts, the Navy and DLA are also conducting facility repair and demolition efforts on the Leased Premises that are anticipated to extend beyond lease execution. The Navy, DLA, and their respective contractors, subcontractors, agents, and officers will require access to the Leased and Assigned Premises during and after lease award for completion of these projects. The work that is anticipated to be completed by the Government is captured in Attachment 1 of Appendix C and is subject to change and update as the efforts progress.

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 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.

The Marine Terminal will not be fully operational for lessee fueling upon lease execution nor upon completion of the Navy and DLA repair and demolition work.

If plans for the property include fueling, the selected offeror will need to perform additional inspections, repairs, and cleaning in order to bring the fuel facilities to operational status in compliance with governing regulations and industry standards.

Appendix C includes information on recommended repairs.

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G. PROHIBITED USES

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

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

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

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

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

• Residential uses.

• Illegal Activities.

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

H. UTILITIES

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

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

I. LAW ENFORCEMENT AND FIRE PROTECTION SERVICES

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

J. 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

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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.

K. LEGISLATIVE JURISDICTION AND REGULATORY AGENCIES

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.

L. PROPERTY MAINTENANCE & MANAGEMENT

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

M. TAXES

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

N. FINANCIAL PROVISIONS

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

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

O. RESTORATION REQUIREMENT

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

P. 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, SOLICITATION NO. N6247321RP006 10

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 having the potential to handle military fuel. In addition, improvements are prohibited in habitat areas, remediation sites, atop monitoring wells, and across the surface of active faults.

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

Q. EASEMENTS AND ENCUMBRANCES

Known third-party current and future real estate encumbrances or constraints existing at the Leased Premises are provided in Appendix F of this RFP. The selected offeror will be responsible for determining and coordinating use of the selected Leased and Assigned Premises, with all third party holders of easements and encumbrances encumbering them.

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

R. 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

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California State Historic Preservation Officer (“SHPO”) who concurred that the buildings and structures comprising DFSP San Pedro are ineligible for listing on the NRHP. Thus, no further action is required under the National Historic Preservation Act.

S. 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.

T. ADMINISTRATIVE FEE PAYMENT

Per 10 U.S. Code § 2695, the Navy may accept amounts from a lessee to cover administrative expenses incurred by the Navy in entering into a lease. Such expenses include appraisals, survey costs, costs for environmental documentation (such as the cost of the updating and completing the NEPA documentation), and other work necessary for preparing and processing the lease and assignments (if any). In this case, the Navy requires the payment of such funds, the amount of which will be determined after lessee selection, in accordance with the scope of the proposed use of the property, and due at the start of the period of exclusive negotiation.

3. PROPOSAL SUBMISSION REQUIREMENTS AND

EVALUATION FACTORS

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

TECHNICAL PROPOSAL

FACTOR A: Development, Operations, and Maintenance

SUBFACTOR A1: Program Statement of Plans

Solicitation Submittal Requirement:

A detailed statement describing the plan for development, construction, operation, management, and maintenance of the Leased Premises (and Assigned Premises, if any). This narrative shall demonstrate compliance with the vision in Section D.1.A and the project objectives in Section D.1.B.

The narrative shall also include the following:

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

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

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

• A development and construction plan and milestone schedule;

• A conceptual site plan;

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

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

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

• Proposed conceptual emergency services plan.

Basis of Evaluation:

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

SUBFACTOR A2: Market Analysis and Feasibility

Solicitation Submittal Requirement(s):

The submitted narrative shall include at least the following:

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

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

Basis of Evaluation:

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

FACTOR B: Lease Schedule

Solicitation Submittal Requirement(s):

Offeror shall describe the approach, activities, and agreements necessary to interact with the Navy and other stakeholders to achieve lease execution and to sustain the proposed operations. Offeror shall provide a corresponding schedule with critical path milestones and projected dates to completion and operations sustainment. Information may include, but not be limited to the following: Federal, state, and local permits and licenses required to operate the facility as proposed, agreements anticipated to be necessary for lease execution such as financing, supplemental environmental analysis, development and updates to plans such as a transportation management plan for commercial truck operations or an emergency access plan or pipeline integrity management plan, etc.

Basis of Evaluation:

The extent to which the offeror demonstrates an understanding of the milestones required to achieve lease execution within a reasonable timeframe.

The offeror must also reasonably demonstrate an understanding of the milestones required to sustain the proposed operations.

FACTOR C: Past Qualifications, Experience, and Performance

Solicitation Submittal Requirement(s):

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

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

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

Basis of Evaluation:

The nature and extent of the qualifications, experience, and past performance of the company or team with respect to development, ongoing management (including asset management) and operation of projects and properties of a similar nature, scope, and scale. Of particular importance will be development experience and past performance with projects involving State or local governmental agencies, DOD, the Navy, or other federal agencies. Also of particular importance will be the financial strength, leasing/operating/management/asset management experience.

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

FINANCIAL PROPOSAL

Please mark financial information “Business Sensitive,” if sensitive and confidential.

FACTOR D: Statement of Project Ownership

Solicitation Submittal Requirement(s):

• 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.

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

Basis of Evaluation:

The basis of evaluation will include the offeror’s demonstrated ability to undertake the proposed terms and conditions of the Sample Lease provided in Appendix D-1, and the terms and conditions of the Sample Assignments provided in Appendix D-2 and Appendix D-3 (if applicable) of the RFP and establish a business structure that functions effectively over the term of the lease and assignments.

FACTOR E: Sources and Uses of Funds

Solicitation Submittal Requirement(s):

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

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

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

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

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

• Offeror shall provide financial statements complete with notes and accompanied by an auditor’s assertion of accuracy or reviewed by Certified Public Accountant for the most recent two (2) complete calendar years, 2018 and 2019, and other documentation, for the offeror and any equity contributors or other team member organizations or entities that will be financially accountable for performance, in order to demonstrate the offeror’s financial

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strength. Sufficient information should be provided to establish the net worth and/or liquid assets available to the company for operations and maintenance of the property. The statements should show assets and liabilities, including contingent liabilities, itemized in accordance with generally accepted accounting principles, together with applicable notes.

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

Basis of Evaluation:

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

FACTOR F: Financial Plan and Pro Forma

Solicitation Submittal Requirement(s):

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

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

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

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

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

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

Basis of Evaluation:

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

FACTOR G: Consideration to Navy

Solicitation Submittal Requirement:

A specific price/consideration proposal shall be submitted.

Basis of Evaluation:

Consideration proposed to the Navy will be evaluated against the Fair Market Value rental range determined by an Appraisal completed in 2019 for the sole use of the Navy, not available to offerors, that includes a) a leasehold interest in the Leased Premises b) easement, permit, and right of way interests of one or more of the fuel pipelines in the Assigned Premises (or portions thereof), and c) use of the Navy-owned pipelines, facilities, and appurtenances on the Leased and Assigned Premises.

The consideration will be paid in the form of IKC.

4. PROPOSAL SUBMISSION INSTRUCTIONS AND ADDITIONAL

INFORMATION

The offeror’s proposal shall consist of the seven (7) sections indicated below. Within each section, factors and subfactors should be clearly labeled.

Section Description of Section

Technical Proposal

A Development, Construction and Operations

B Lease Schedule and Execution

C Past Qualifications, Experience, and Performance

Financial Proposal

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Section Description of Section

D Statement of Project Ownership

E Sources and Uses of Funds

F Financial Plan and Pro Forma

G Consideration to Navy

A. PROPRIETARY INFORMATION

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

B. OFFEROR’S COVER PAGE

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

C. SUBMISSION

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

N6247322RP002” must appear clearly on the proposal. In addition, the package should be labeled with the offeror’s name, address, and contact person.

Proposals must be received No Later Than:

Time: 1:00 PM Pacific Daylight Time

Date: March 10, 2021

Proposals shall be delivered to the following electronic mailing address:

Kimberly Spencer Kimberly.spencer@navy.mil

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

All inquiries concerning any part of this RFP shall be made to Kimberly Spencer at kimberly.spencer@navy.mil, no later than fourteen (14) business days prior to bid due date.

mailto:Kimberly.spencer@navy.mil mailto:Kimberly.spencer@navy.mil

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5. EVALUATION OF PROPOSALS

A. SOURCE SELECTION

It is the intent of the Navy that after a thorough review and evaluation of all responsive proposals received, a single offeror will be selected for negotiation of the lease and assignments (if any), and ultimate award. The selected offeror for the period of negotiations will be that offeror whose proposal provides the best overall value to the Navy and is determined to be most advantageous to the Navy; provided, however, that the Navy may at its option, and without any liability, choose to reject any and all proposals without justification.

B. EVALUATION PROCESS

A Navy evaluation team comprised of civilian employees of the Navy and uniformed military personnel will evaluate each proposal. The team will determine the overall value of the proposal to the Navy, based on the factors set forth in Section D.3, “Proposal Submission Requirements and Evaluation Factors,” and Section D.5.C below, “Proposal Risk Assessments.” Proposals will be evaluated on their own merit, independently and objectively. Factors A through G are approximately equal in importance. The degree of importance of consideration (Factor G) offered to the Navy could become greater depending upon the equality of the proposals for other factors and subfactors evaluated. In order to ensure fair and reasonable consideration, the offeror’s proposed consideration will be compared to the Fair Market Value rental range determined in the Appraisal of the leasehold interest and assignments, completed in 2019. The Appraisal is for the sole use of the Navy and is not available to offerors. Award will be made to the responsible offeror whose offer conforms to the solicitation and represents the best value to the Navy, consideration and non-consideration factors and subfactors considered.

C. PROPOSAL RISK ASSESSMENTS

The Navy will evaluate risk by assessing the likelihood that the offeror will be able to satisfy the requirements of this RFP and be able to carry out the development, maintenance, operations and other plans as proposed. A proposal will be considered to be low risk if there appears to be little likelihood that the offeror will be unable to satisfy the requirements of this RFP or carry out its proposal. Conversely, a proposal will be considered to be high risk if there appears to be a substantial likelihood that the offeror will be unable to satisfy the requirements of this RFP or carry out its proposal.

D. 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

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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.

E. NEGOTIATIONS PERIOD

During the negotiations period, the selected offeror shall: (i) negotiate with the Navy on the lease agreement and pipeline assignments, if any; (ii) pursue local approval, permitting, and develop plans, as applicable, and (iii) pursue additional, required project or environmental documentation, as needed.

Negotiation of the sample lease, provided as Appendix D-1, and the sample assignment documents (as applicable), provided as Appendix D-2 and Appendix D-3, may result in terms and conditions that differ from the terms and conditions originally submitted by the offeror. This does not mean that a new offer has been submitted as the basic framework of the original offer shall remain the same.

The Navy requires the selected offeror to provide adequate and appropriate personnel resources, including supporting firms and organizations, during the negotiations period in order to efficiently and expeditiously carry out the negotiations and related document preparation and development. The decision to implement and execute the lease will be made solely by the Navy at its discretion.

In the event the Navy and the selected offeror cannot agree on implementing the lease or other required documents, or if the lease is not accepted by Navy Headquarters, the Navy, at its sole option, may terminate negotiations with the selected offeror and direct the selected offeror to cease all work on the project.

If the selected offeror’s participation in this leasing opportunity is terminated, the Navy shall not be responsible for the payment of any fees or have any liability, financial or otherwise, to the selected offeror. Additionally, the Navy shall have the right, at no cost to itself, to make full use of the work products and to proceed to negotiate and work with a replacement offeror.

F. LEGAL DOCUMENTATION

To operate on or perform improvements on the Leased and Assigned Premises, certain legal agreements and transaction documents will be necessary or required.

The selected offeror shall prepare and provide all agreements, documents and information requested by the Navy that are reasonably necessary or otherwise required.

G. 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.

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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.

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 F.

H. AMENDMENTS TO THE RFP

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

I. 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.

E. SPECIAL CONDITIONS AND LIMITATIONS

1. NO OBLIGATION

While the Navy intends to enter into a lease and assignments with an offeror selected through the process set forth in this solicitation, the Navy is under no obligation to do so. The Navy reserves the right to cancel this solicitation at any time, or to reject any and all submissions prepared in response to this solicitation.

2. HOLD HARMLESS

By participating in the solicitation process, offerors agree to hold the United States of America, its officers, employees, and advisors harmless from all claims, liabilities, and costs related to all aspects of this RFP. Under no circumstances shall

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the United States of America be liable for any “bid and proposal” costs, real estate brokerage commissions, finder’s fees, or other forms of compensation related in any way to activities undertaken by any person as a result of the submission of the proposal.

3. WAIVER

The Navy reserves the right to waive informalities and minor irregularities in offers received if it is determined that it is in its best interest to do so.

4. RIGHTS RESERVED

The Navy reserves any and all rights in connection with this solicitation, including, but not limited to, the right to hold negotiations with a selected offeror which may result in terms and conditions that differ from those specified in this solicitation and/or from terms and conditions originally proposed by the offeror. Furthermore, the Navy reserves the right to terminate negotiations with the selected offeror, and initiate negotiations with another suitable offeror if the Navy, at its sole discretion, determines that the Navy will be unable to successfully conclude negotiations with the selected offeror. The decision to execute a lease will be made by the Navy at its discretion. In no event will the Navy be responsible for the payment of any fees or have any liability to any offeror for fees or expenses incurred in connection with submitting a proposal in response to this solicitation or during negotiations.

5. NAVY-FURNISHED INFORMATION

The Navy does not warrant the accuracy of any site-related information provided.

Site-related information furnished by the Navy and/or its representatives in support of this solicitation shall be considered as informational only. Such information may include historical utilities usage quantities, locations and capacities of existing utility systems, technical reports and studies, building conditions reports, or other technical information intended to support the offerors’ development applications.

Offerors are expected to verify all site-related information provided by the Navy to avoid unforeseen costs. If additional facility information, records, or documentation is needed, please submit an inquiry in accordance with Section D.4.C of this RFP.

6. DISPUTES

All disputes arising under or related to this solicitation, which are not disposed of by agreement, shall be resolved and decided by the Navy pursuant to the Contract Disputes Act of 1978, as amended, (41 U.S.C. § 601-613).