Smithsonian_NZP_CPF_P3_-_RFQ_T17SOL10015_FINAL.pdf

PUBLIC-PRIVATE-PARTNERSHIP FOR THE DESIGN, CONSTRUCTION,

FINANCING, OPERATION AND MAINTENANCE OF THE NATIONAL

ZOOLOGICAL PARK CENTRAL PARKING FACILITY

REQUEST FOR QUALIFICATIONS

January 26, 2017

RFQ No: T17SOL10015

Smithsonian National Zoological Park CPF P3 RFQ No. T17SOL10015

Public-Private-Partnership for the Design, Construction, Financing, Operation and Maintenance of the National Zoological Park Central Parking Facility

Solicitation Schedule

ISSUER SMITHSONIAN INSTITUTION

RFQ Issuance January 26, 2017

Industry Day / Site Visit February 13, 2017

RFQ Comment Deadline February 22,2016

SOQ Submission Deadline March 10, 2017

Official posting: www.fbo.gov http://www.fbo.gov/

Contents Section I: Introduction & General Information

1.1. Invitation

1.2. Smithsonian Institution

1.3. Two-Stage Procurement

1.4. No Liability

1.5. Definitions

Section II: Project Description

2.1. Background and Objectives

2.2. Anticipated Scope and Transaction Structure

2.2.1. Project Agreement

2.2.2. Design & Construction Scope

2.2.3. Financing Scope

2.2.4. Operations & Maintenance Scope

2.2.5. Compensation Structure

2.2.6. Modifications to Scope & Transaction Structure

Section III: Procurement Requirements and Protocol

3.1. Procurement Process

3.1.1. Phase One RFQ

3.1.2. Phase Two RFP

3.2. Anticipated Procurement Timeline

3.3. No Obligation

3.4. Requests for Information

3.5. Information Memorandum & Available Data

3.6. Teaming and Representation

3.6.1. Right to form Consortia

3.6.2. Exclusivity

3.6.3. Leader Designation and Registered Representative

3.6.4. Changes in Organization

Section IV: Submission Requirements

4.1. Generalities

4.2. Form and Content of the Response

4.2.1. Contents

4.2.2. Placeholders

4.2.3. Additional Materials

4.3. Delivery

4.3.1. Copies and Marking of Responses

4.3.2. Delivery Location

4.3.3. SOQ Submission Deadline

4.3.4. Formatting & Page Limits

Section V: Evaluation and Qualification of Respondents

5.1. Evaluation & Short-Listing Procedures

5.1.1. Minimum Qualifications

5.1.2. Evaluation Procedure

5.1.3. Clarifications and Additional Information

5.1.4. Notifications

5.2. Evaluation Criteria and Weighting

5.2.1. Evaluation Categories and Criteria

5.2.2. Organization and Management (10 points)

5.2.3. Technical Qualifications and Capability (60 points)

5.2.4. Financial Qualifications and Capability (30 points)

5.2.5. Discretion to Disqualify Respondent

Section VI: General Provisions, Statement of Limitations

6.1 Conflicts of Interest

6.2. Public Disclosure

6.3. Reserved Rights

Appendices

Appendix A – Information Memorandum

Appendix B – Submittal Requirements

Volume 1 Experience and Capabilities

Volume 2 - Financial Information

Appendix C – Forms

Form A – Submittal Letter

Form B – Certifications

Form C – Legal Disclosures

Form D – Request for Confidentiality / Proprietary Information

Form E – Major Participant Information

Form F – Technical Experience

Form G – Financial Information

Form H – Safety Performance Questionnaire

Section I: Introduction & General Information

1.1. Invitation

The Smithsonian Institution (“Smithsonian”) hereby requests Statements of Qualification (“SOQ”) for the purpose of shortlisting Respondents that demonstrate the technical, financial and management capacity required to design, build, finance, operate and maintain the National Zoological Park’s Central Parking Facility (“CPF”) under the terms of an anticipated public-private-partnership agreement.

In accordance with its National Zoological Park’s (NZP) 2008 Comprehensive Facilities Master Plan and 20- Year Programmatic Master Plan, the Smithsonian seeks to consolidate and expand current parking facilities into a multi-story Central Parking Facility in order to enhance safety, security and service levels, providing visitors with a centralized, accessible and modern access point. This parking consolidation will also allow the NZP to reclaim acreage for the purpose of expanding animal habitat. The CPF is a structure anticipated to comprise approximately 1300 parking spaces, a new pedestrian access bridge that provides a mid-zoo entry point, a drop-off and turn-around access for buses, and ancillary works.

As currently envisioned, the Developer will be conveyed over the Term of the Agreement exclusive rights and obligations relating to NZP parking facilities and operations in the District of Colombia, including to (i) operate, administer, manage, improve and maintain the NZP parking facilities; (ii) design, engineer, procure, finance, construct, equip, test and complete the CPF, and (iii) collect parking fees and other authorized revenues and income generated by the parking facilities during the Term of the Agreement.

In partial consideration for these rights, the Developer shall pay the Smithsonian a fixed and/or variable Annual Concession Fee, the latter calculated as a percentage of gross revenues.

This Request for Qualifications (“RFQ”) is being issued as part of a two-phase selection procedure.

Shortlisted Respondents will subsequently be invited to submit proposals for the Agreement, in accordance with a Request for Proposals (“RFP”).

Under no circumstances will this RFQ be construed as creating or establishing a partnership, joint venture, agency or employment relationship between the Smithsonian and any recipient of, or Respondent to, this RFQ. Any relationship between the Smithsonian and any entity which considers or participates in the solicitations process described herein will be governed exclusively by the Project Agreement.

1.2. Smithsonian Institution

The Smithsonian Institution is a Washington, D.C.-based complex with 19 museums and galleries, nine research centers, and the National Zoological Park. Created by an act of Congress in 1846, it operates as a section 501(c)3 nonprofit organization. It is privately endowed and has an independent board of regents.

The Smithsonian is a trust instrumentality of the United States and is not an agency of the executive branch of the federal government. Its 17-member board includes the Chief Justice of the United States, the Vice President of the United States, three members of the U.S. Senate, three members of the U.S.

House of Representatives, and nine citizen members. The citizen members are nominated by the Board of Regents and are appointed by a joint resolution of Congress. Citizen members typically serve for six-year terms and are limited to two consecutive terms. The Board meets at least three times a year. As specified in the Smithsonian’s charter, the Chief Justice of the United States (currently John G. Roberts, Jr.) serves as the Smithsonian’s chancellor. The board has adopted various financial policies consistent with receiving federal appropriations. Dr. David J. Skorton is currently serving as the 13th Secretary of the Smithsonian.

The Smithsonian does not charge an admissions fee for its museums and zoo, with the exception of one museum in New York City. Instead, the Institution relies on endowment earnings, gifts, and auxiliary earnings to support special areas beyond those financed by congressional appropriations. The organization reports that each year more people attend Smithsonian museums and the National Zoological Park than any other cultural facility in the United States. Total visitation levels (including the National Zoo) have been close to 30 million since fiscal year 2009. The Smithsonian is also known for its extensive research activities and related publications.

The Smithsonian has two major operating revenue sources:

Federal funds: $840.2million (62% of combined 2016 operating revenue) and

Trust funds: $515.8 million (38% of combined 2016 operating revenue).

Historically, trust operations pay for new exhibits, some programs and salaries of non-federal employees, while federal appropriations pay for capital projects, maintenance and operations, salaries of federal employees, care of the collections, some research, and some programs. Trust fund employees, activities, and financial operations are managed separately from federal funds activities. Only unrestricted trust fund income and assets are pledged to bonded debt repayment. Standard & Poor’s Rating Services recently affirmed its ‘AAA’ long-term rating for debt issued on behalf of the Smithsonian Institution. Trust fund income is diverse, and includes income generated from parking. It is not anticipated that federal funds will be used for or otherwise directed to the National Zoological Park’s CPF Project.

1.3. Two-Stage Procurement

Although no federal funds are anticipated to be used in the delivery or operation of the Project contemplated herein, this Request for Qualifications (“RFQ”) is being issued in accordance with the principles set forth in FAR Subpart 36.3 as part of a two-phase selection procedure.

The Smithsonian is not subject to the Federal Acquisition Regulations, but may be guided by the principles of the FAR, GSAR, or DFAR, or other acquisition regulations. For the avoidance of doubt, determination of eligibility and qualification will be made in accordance with the procedures and criteria established herein.

In the event that the Smithsonian chooses to proceed with the Project, shortlisted Respondents will subsequently be invited to submit proposals for the Agreement, in accordance with a Request for Proposals (“RFP”).

This RFP may contain language and clauses and/or paragraph headings or names which appear similar to, or the same as the Federal Acquisition Regulations. However, the terms herein are different in many respects from the FAR, and may contain provisions which do not appear in the FAR. It is the duty of the Respondent to read and understand the provisions herein, and to ask questions before submitting an SOQ, and/or if shortlisted, a proposal.

1.4. No Liability

Neither the Smithsonian, nor any of its respective agents, representatives, advisors or consultants make, or shall be deemed to have made, any representation or warranty, express or implied, as to the accuracy, reliability or completeness of the information contained herein or in any information otherwise provided, whether orally or in writing, other than such representations or warranties expressly stated as such in duly issued procurement documents or in a definitive contractual agreement executed between Smithsonian Institution and the Developer. Neither the receipt of this RFQ, nor any information contained herein or supplied herewith or subsequently communicated to any Person, whether orally or in writing, in connection with the Project involving the Smithsonian or its representatives, advisors, or consultants shall constitute, or be interpreted as constituting, the giving of financial, legal, technical or other advice.

The issuance of this RFQ does not constitute, and none of the information set forth herein constitutes, a formal offer to enter into a development contract for the CPF or associated parking operations, nor does this RFQ obligate the Smithsonian Institution or any other entity to proceed with the Project.

This RFQ does not commit or otherwise bind the Smithsonian to enter into a contract or proceed with the procurement described in this RFQ. Neither Smithsonian Institution, nor any of its agents, representatives, advisors or consultants shall be held liable or responsible, fiscally or otherwise, to reimburse all or part of the costs incurred or alleged to have been incurred by parties considering a response to or responding to this RFQ or any subsequent RFP, and all such costs shall be borne solely by each Respondent, except to the extent that the Smithsonian decides, in its sole discretion, to expressly provide, in any eventual RFP, for the payment of a stipend to a Proposer.

This RFQ does not purport to contain all of the information that a Respondent may need or desire to make an investment decision. Respondents should conduct their own investigations and analysis of relevant information.

1.5. Definitions

"Affiliate" means in relation to any Person:

a) any other Person having Control of that Person;

b) any other Person over whom that Person has Control;

c) any Person over whom any other Person referred to in (a) above also has Control; or

d) only with respect to the use of the term "Affiliate" in Forms B (Certifications) and C (Legal

Disclosures), any consortium, partnership or joint venture involving such Person, where "Control" of a Person by another Person means that other Person (whether alone or with others, and whether directly or indirectly at any tier): (i) holds the majority of voting rights in the controlled Person; (ii) has the right to appoint the majority of the board of directors (or equivalent) of that controlled Person; and/or (iii) exercises control over that controlled Person’s affairs.

In the case of an Equity Member, if the Equity Member is an investment fund, "Affiliate" includes such Equity Member's general partner and any other investment fund in which its general partner is an equity investor as a general partner.

“Central Parking Facility” (“CPF”) means an approximately 1300-space parking structure built on the Site, as well as a new pedestrian access bridge that provides a mid-zoo entry point, drop-off and turn-around access for buses, and ancillary works, as further detailed in Section 2.1 and section C of Appendix A of this RFQ.

“Conflict of Interest” means:

a) any situation or circumstance where a Respondent or any of its Major Participants:

(i) has other commitments, relationships, financial interests or involvement in ongoing litigation that:

a. could or could be seen to exercise an improper influence over the objective, unbiased and impartial exercise of the Smithsonian’s independent judgment; or

b. could or could be seen to compromise, impair or be incompatible with the effective performance of its obligations under the Project Agreement;

(ii) is under contract with the Smithsonian and/or the NZP to prepare procurement documents for the Project; or

(iii) has knowledge of or access to confidential information (other than confidential information disclosed by the Smithsonian in the normal course of the RFQ or RFP) of strategic or material relevance to the RFQ, the RFP or to the Project that is not available to other Respondents and that could or could be seen to give the Respondent an unfair competitive advantage; and

b) an "organizational conflict of interest" under 23 CFR § 636.103, which is defined as follows:

"Organizational conflict of interest means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the owner, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage."

"Data Room" means the data room that will be created by the Smithsonian to give Proposers access to select information related to the Project during the RFP phase.

"Developer" means the entity identified, or otherwise established, by the Successful Proposer to enter into the Project Agreement. The Developer shall develop, design, finance, construct, operate and maintain the Project for the term of the Project Agreement.

"Equity Member" means each member of a Respondent's team that will contribute equity to the Developer as part of such Respondent's financing plan for the Project.

"Evaluation Criteria" means the criteria set forth in Section 5.2 (Evaluation Criteria and Weighting) that will be used to evaluate and rank the SOQs.

“General Services Building” or “GSB” means the building located on Lot C that contains mission critical spaces such as the central zoo office for Smithsonian Facilities (also called the Office of Facilities, Engineering and Operations or “OFEO” in some documents), the commissary, general support facilities, operations and maintenance shops (such as electrical, HVAC, plumbing, metal working, carpentry, vehicle maintenance, horticulture, etc.).

“Guarantor" means each parent company or other entity (in either case, if any) that is nominated by the Respondent that would support and guarantee the obligations of an Equity Member, Lead Contractor or Lead Contractor Member, Lead Parking Operator or Lead Parking Operator Member.

“Lead Architect” means the entity (whether a single incorporated entity or an incorporated or unincorporated joint venture) with primary responsibility for designing the Project. This role may be combined with the Lead Engineer, as appropriate, for firms with proven in-house engineering capabilities.

“Lead Architect Member” means, where the Lead Architect is an incorporated or unincorporated joint venture, each member or joint venturer in the Lead Architect.

"Lead Contractor" means the entity (whether a single incorporated entity or an incorporated or unincorporated joint venture) with primary responsibility for the performance of construction work for the Project.

"Lead Contractor Member" means, where the Lead Contractor is an incorporated or unincorporated joint venture, each member or joint venturer in the Lead Contractor.

"Lead Engineer" means the entity (whether a single incorporated entity or an incorporated or unincorporated joint venture) with primary responsibility for preparation of the detailed plans and specifications for construction of the Project. This role may be combined with the Lead Architect, as appropriate, for firms with proven in-house architectural capabilities.

"Lead Engineer Member" means, where the Lead Engineer is an incorporated or unincorporated joint venture, each member or joint venturer in the Lead Engineer.

“Lead Member” means the Team member duly designated in the SQQ as the leader and point of contact for the Team for purposes of the procurement, as set forth in section 3.6.3 of this RFQ.

“Lead Parking Operator” means the entity (whether a single incorporated entity or an incorporated or unincorporated joint venture) with primary responsibility for parking operations and maintenance over the term of the Agreement.

“Lead Parking Operator Member” means where the Lead Parking Operator is an incorporated or unincorporated joint venture, each member or joint venture in the Lead Parking Operator.

"Major Participant" means each of the following:

a) each Equity Member;

b) if an Equity Member is an investment fund, the fund’s general partner(s);

c) the Lead Architect;

d) each Lead Architect Member (if any);

e) Lead Engineer;

f) each Lead Engineer Member (if any);

g) the Lead Contractor;

h) each Lead Contractor Member (if any);

i) the Lead Parking Operator;

j) each Lead Parking Operator Member (if any); and

k) each Guarantor.

“National Zoological Park”, “NZP” or “Zoo” means the operating entity of the Smithsonian Institution created by act of Congress in 1889. For purposes of this Project, procurement and RFQ, all references to the National Zoological Park are limited to the 163 acre campus located in Rock Creek Park in northwest Washington D.C.

"Organizational Changes" has the meaning set forth in Section 3.6.4 (Changes in Organization).

“Parking System” means the system consisting of parking garages and surface lots located on the National Zoological Park Washington, D.C. campus, as well as internal roads and parking system assets (such as computer systems and software, payment and access control equipment, operating and maintenance equipment, etc.).

"Person" means an individual, a general or limited partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization or a governmental authority.

"Procurement Process" means the procurement process to select a Successful Proposer to deliver the Project, as outlined in Section 3.1.

"Project" means the design, construction and financing of the CPF and other related and associated works detailed in the Project Agreement, as well as the management, operation and maintenance of NZP parking facilities over the term of the Agreement, and as may be further defined by the Smithsonian during this solicitation.

"Project Agreement" means the contract to design, build, finance, operate and maintain the Project that the Smithsonian will enter into with the Developer upon successful completion of the Procurement Process.

"Project Site" or “Site” means the full site on which the Project will be undertaken, as set forth in section 2.1 and Appendix A (Information Memorandum) of this RFQ.

"Proposal" means a proposal submitted by a Proposer in response to the RFP.

"Proposer" means a Respondent selected by the Smithsonian pursuant to this RFQ to submit a Proposal in response to the RFP.

"Request for Proposals" or "RFP" means the solicitation that may be issued by the Smithsonian to Proposers, and all applicable addenda.

"Request for Qualifications" or "RFQ" means this Request for Qualifications and all attached appendices, addenda and/or attachments referenced herein.

"Respondent" means any company, team or joint venture which submits an SOQ in accordance with this RFQ.

“Smithsonian Institution,” “Smithsonian” or “SI” has the meaning set forth in Section 1.2.

"SOQ Submission Deadline" means 2:00 p.m. Eastern Time on March 10, 2017, as set forth in section

4.3.3 herein.

“Statement of Qualification” or “SOQ” means a qualifications package submitted to the Smithsonian by a Respondent in response to this RFQ.

"Successful Proposer" means the Proposer selected by the Smithsonian, in accordance with the RFP, to deliver the Project.

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Section II: Project Description

2.1. Background and Objectives

The Smithsonian Institution’s National Zoological Park’s 2008 Comprehensive Facilities Master Plan and 20-Year Programmatic Master Plan set out the development of a new Central Parking Facility to:

Facilitate visitation and improve visitor experience by providing visitors with a centralized, accessible, and modern access point to NZP’s main grounds in Rock Creek Park;

Expand on-site parking to better attend to current and projected peak load demand;

Improve pedestrian safety by reducing pedestrian-vehicular conflict;

Repurpose existing parking sites to expand animal habitat acreage; and

Consolidate access points for increased security.

The approved Central Parking Facility (CPF) concept is comprised of an approximately 1300-space parking structure, a new pedestrian access bridge that provides a mid-zoo entry point, drop-off and turn-around access for buses, and ancillary works. The CPF is planned to be constructed on the current site of Lot C, located on the roof of NZP’s General Services Building (GSB), which was originally designed in the 1970’s to accommodate a terraced and stepped-back 3 level parking superstructure.

Upon completion, lots A, B, and D will be decommissioned and repurposed for use as animal habitat and/or visitor amenities, while Lot E will likely be used (at least temporarily) for traffic management and parking overflows.

The CPF is intended to be a landmark site, characterized by architectural excellence and aesthetics aligned with NZP’s central mission. NZP anticipates that the CPF will be designed, constructed and operated in compliance with “Green Garage” standards and will integrate best-in-class technologies to optimize visitor experience and traffic flow. Moreover, NZP expects that the CPF will continue to financially support its core mission through a revenue sharing arrangement with any future Developer. As such, NZP desires that the CPF be designed in a manner that meets both current and future parking needs, as well as offers maximum opportunities for the generation of ancillary revenues.

Lot A: 33,720 sq ft | 100 spaces Lot B: 38,778 sq ft | 115 spaces Lot C: 85,986 sq ft | 255 spaces Lot D: 73,510 sq ft | 218 spaces Lot E: 57,661 sq ft | 171 spaces

The Site of the CPF (Lot C) is positioned atop the roof deck of the General Services Building, which must remain fully functional and operational during the construction of the Project. The GSB houses mission critical spaces like the commissary, which prepares food for all the zoo animals, as well as broader Zoo support facilities. All of these spaces and functions must remain fully operational during the construction of the CFP. It should be noted that the Smithsonian recently completed a $30.7 million structural upgrades project at the GSB, including installing a new retaining wall along North Road, both in preparation for the CPF Project.

In addition to delivering the CPF, it is anticipated that the Developer shall also be granted a comprehensive parking concession for NZP, and to be responsible for the operation and maintenance of the CPF and ancillary facilities over the term of the Agreement.

As a national cultural icon, the Zoo attracts a steady flow of year-round visitors, averaging around 2.3 million visits per year over the past five years.1 Although it can be accessed via a number of public transportation options, parking demand has remained robust and continued to grow over recent years, despite significant capacity constraints during peak demand periods.

The Zoo currently offers 859 parking spaces, dispersed geographically across five surface lots. At present, parking is operated by Smithsonian Enterprises, a division of the Smithsonian Institution. Although parking access control systems (barrier gates) were installed for all lots in 2014, real time parking information is not readily available to assist with demand management during peak hours. The Zoo estimates that it is forced to close its gates to additional vehicles by 10:30 a.m. between 100-130 days a year, as it is unable to attend to demand. This often triggers traffic congestion both within the Zoo, as well as in the surrounding streets and neighborhoods. The Smithsonian anticipates that the new CPF will not only be designed and operated to address current and future demand, but will likewise employ advanced technologies and real-time data to facilitate traffic flows.

1 As there is no charge for visitors to the National Zoological Park, the Smithsonian cannot calculate visitor tallies on the number of ticket sold. The number of visits is estimated on the basis of visual counting of everyone entering the Zoo through public entrances during hours of operation.

The Smithsonian currently charges a flat rate of $22 per vehicle per day for all lots. The estimated average parking duration, however, is three hours, allowing for multiple reuse throughout the day. Occupancy and revenue data registered since the introduction of the access control systems is summarized as follows:

FY 2015 FY 2016

Vehicles 285,957 295,204

Gross Revenue $6,345,037 $7,149,358

Privileges $1,715,447 $1,886,547

Revenues (net of privileges) $4,629,590 $5,262,811

Total revenues having been steadily growing at over 4% per year over the past few years despite the need to turn away vehicles during peak hours. Both cash and automated payments are accepted by the current operator.

NZP has an extensive privilege regime which offers free and discounted parking. Privileges are primarily offered for Friends of the National Zoo (FONZ) members, employees, volunteers, and special event parking. In fiscal year 2016, FONZ was the primary beneficiary, registering approximately $1,324,000 (72%) of the total $1.76 million in privileges. Employee and volunteer parking is currently free, representing nearly 19% of total privileges at an annual value of $346,566.

NZP anticipates that FONZ privileges will be capped at between $250,000-750,000 upon completion of the CPF. Moreover, it is anticipated that approximately 131 employee parking spaces will be made available at the CPF at a significantly discounted fee.

Overall, NZP existing surface parking lots no longer meet the needs of the Zoo’s growing attendance and future programming. The proposed Central Parking Facility is a catalyst to unlocking the Zoo’s Master Plan, enabling NZP to decommission and repurpose some or all of the surface parking lots for mission-critical purposes, such as animal habitats. The CPF will address immediate and long-term parking needs of the NZP by providing a net gain of visitor parking spaces and modernizing and streamlining user experience.

While the NZP has undertaken a great deal of analysis and work to advance the CPF project, including the development of conceptual designs, given the complexity and characteristics of the project, as well as the dynamic nature of the parking sector more generally, NZP is interested in implementing the project through a public-private-partnership model. For this reason, the Smithsonian Institution is seeking to engage a qualified and experienced developer to design, build, finance, operate and maintain the proposed Central Parking Facility at the National Zoological Park under what is anticipated to be a comprehensive leasehold concession agreement. By transferring design, construction, financing, operating and maintenance responsibility to a qualified third party, NZP aims to ensure that the CPF is delivered in the timeliest and most cost-effective manner, while minimizing project delivery risk to the Smithsonian, locking in life-cycle maintenance and performance standards and optimizing revenue for the

NZP.

Key objectives for NZP and the Smithsonian include the following:

Category Objectives

Timeline NZP aims to avoid schedule delays and a protracted construction process, executing the project in a timely manner in order to unlock Master Plan and to facilitate visitor satisfaction, safety and security. NZP aspires to transfer schedule risk to a third party.

Design / Aesthetics

Landmark site requires architectural excellence and an aesthetic alignment with NZP mission, designed to meet current and future multimodal requirements and incorporating sustainable and energy efficient technologies.

Constructability and Integration

The design will need to integrate with existing General Services Building (GSB) and construction must take place without disrupting ongoing GSB operations.

Operability CPF must be fully integrated into NZP traffic management plan and include technologies designed to facilitate traffic flow and maximize revenues.

Life-Cycle Asset Management

Given the criticality of infrastructure, NZP must ensure life-cycle management and durability of CPF by locking in funding for ongoing maintenance and criteria for meeting performance standards.

Cost Ensure that the cost of CPF reflects fiduciary responsibility of Smithsonian vis-à-vis donors.

Avoid cost overruns and secure life-cycle cost efficiencies through innovation and bundling of design and construction with longer-term operations.

Revenue Generation

CPF is key generator of income for Smithsonian/NZP and must contribute to NZP’s bottom line. NZP will require payment by the private partner of an annual concession fee and/or a revenue-sharing arrangement.

Service Levels / Visitor Satisfaction

CPF is gateway to NZP, creating a first and last impression for visitors. Focus must be on visitor satisfaction and quality of service. CPF should be intuitive, facilitating access with real time information and best-in-class amenities and technology.

Asset Stewardship

Maintain the CPF and ancillary facilities in accordance with optimal operating standards to enhance quality of service and protect asset value over the life of the contract.

Continuous Improvement and Technology

Continuously improve the quality of service and the parking experience at NZP by the introduction of new technologies.

Safety Provide safe, secure, efficient parking at NZP.

2.2. Anticipated Scope and Transaction Structure

2.2.1. Project Agreement

The Smithsonian intends to enter into a Project Agreement with the Developer that will set forth, among other things, the obligations of the Smithsonian and the Developer with respect to the design, construction, financing, operation and maintenance of the Project. The term of the Project Agreement is anticipated to allow for an operation and maintenance period of approximately 30 years. The proposed form of the Project Agreement will be included in the RFP, but is currently anticipated to take the form of a leasehold concession.

2.2.2. Design & Construction Scope

The Developer will design and construct the Project in accordance with the Technical Requirements set forth in the RFP and Project Agreement and in compliance with applicable Federal, state and local laws, regulations and policies. The CPF is anticipated to be a Green Business Certification Inc. (“GBCI”)-certified Green Garage. The major elements to be designed and constructed as part of the Project include the following:

2.2.2.1. Central parking facility (approximately 1300 spaces) The CPF is a multi-story parking facility accommodating approximately 1300 spaces to be built atop the existing 60,000 GSF roof top parking Lot C, which was originally designed and built in the mid 1970’s to receive a terraced, and stepped-back 3 level parking structure which was never built. Lot C is the roof deck of the General Services Building, which must remain fully functional and operational during the construction of the proposed CPF as it contains mission critical spaces.

NZP has concept level designs for the new CPF which will be made available to Proposers as part of the RFP process. These design concepts will be provided for information purposes and shall not be binding on Proposers. Proposers will be required to submit their own design concept and subsequently develop a comprehensive design package. The Developer will be required to work with, and prepare submissions on behalf of, the Smithsonian in order to secure all necessary third party approvals for Washington, D.C.

developments of this nature, including the approvals required by the National Capital Planning Commission (“NCPC”), the Commission on Fine Arts, D.C. State Historic Preservation Office (“DCHPO”) and other entities such as the District Department of the Environment (“DDOE”), and District Department of Transportation (“DDOT”) and neighborhood civic associations.

All design solutions shall account for the proper stewardship of the land, overall visitor experience and both animal and human health, safety and welfare. The design is anticipated to be fully aligned with the NZP mission, including incorporation of Green Garage standards. It should be noted that the National Zoo’s 163-acre campus and grounds are on the National Registry of Historic Places. Although the GSB is not considered a contributing building, design options for the proposed addition on top of the GSB must complement the Park’s natural setting adjacent to Rock Creek Park (National Park), minimize any impact to the view shed along Rock Creek’s scenic Beach Drive, and respect the NZP’s architectural and historic significance through use of motifs and materials appropriate to the NZP’s listed and contributing structures.

The CPF must be serviced by at least two high-capacity elevators, restrooms and real-time parking technology.

2.2.2.2. Pedestrian bridge and midpoint entry

The Project requires a pedestrian bridge and mid-point Zoo entry that links the parking facility to the main Zoo. The connection between the CPF and the Park must provide a welcoming, functional, safe, visitor experience compliant with applicable law. The pedestrian bridge foundations over north road will require close coordination with and adaptation around existing soil nails and tie backs of the new retaining wall.

2.2.2.3. Bus services (including drop-off and turn-around)

The CPF must be designed and built to accommodate a bus drop-off and turn-around bay. The bus drop-off and turn-around bay is envisioned to be used for channeling large groups of visitors through the drop-off sequence and up and onto Zoo grounds via the pedestrian bridge. The bus drop-off and turn-around bay must be aligned with general design requirements as a welcoming, functional, safe, ADA compliant / universally accessible visitor experience. The CPF is not envisioned to be utilized for bus parking.

2.2.2.4. Ancillary works

In addition to the core works indicated herein, it is anticipated that the Developer will also be required to design, build, finance, and maintain other ancillary works, including, but not limited to, improvements to the Zoo’s internal road network, demolition/repurposing of existing surface lots A & B, and development of the landing spot on other side of pedestrian bridge to include site utilities, infrastructure, public restrooms and other visitor amenities (such as retail, food and beverage, public programs, etc.). The scope of ancillary works will be further detailed in the RFP. Additionally, the Developer will also be expected to incorporate into its proposed designs ancillary works that may facilitate alternative innovative uses of the CPF during non-peak hours in order to generate additional revenues and/or attract visitors, such as event space, skating rinks, etc.

2.2.3. Financing Scope

As currently envisioned, the Developer will be solely responsible for providing all necessary financing for the Project, whether through debt, equity or any combination thereof.

2.2.4. Operations & Maintenance Scope

2.2.4.1. Operations

The Developer shall provide all services required for the safe and continual operation of the Parking System at prescribed service levels over the term of the Agreement. These services include, amongst others, parking operations, traffic management, parking fee management and operations, managed parking services, financial management and administration, facilities management, marketing and public relations, customer service, enforcement, safety and security, procuring and operating equipment and materials needed for parking operations, procuring and implementing innovative parking or other commercial services at the Site, and continual technology management. The Developer shall also advise NZP on a broad variety of traffic management issues, such as bus management and privilege regimes.

NZP shall retain decision-making authority for parking fees, subject to the terms and conditions set forth in the Agreement.

2.2.4.2. Maintenance

The Developer shall be responsible for all routine and life-cycle maintenance of the Project and will perform such maintenance in accordance with the Technical Requirements set forth in the RFP and Project Agreement, as well as with applicable laws, regulations and policies. The scope of the maintenance work will include maintenance of all elements constructed and/or implemented by the Developer, as well as any other elements identified in the Project Agreement.

2.2.5. Compensation Structure

Subject to the terms and conditions set forth in the Agreement, parking revenue generated by NZP parking will be conveyed to the Developer as compensation for performance of its obligations. The Smithsonian does not anticipate providing any additional guarantees or payments to the Developer as compensation for the performance of its obligations deriving from the Project Agreement. It is anticipated that in exchange for the rights afforded the Developer under the terms of the Agreement, the Developer will pay either a fixed or variable concession fee to the NZP in an amount not less than one million dollars ($1,000,000) annually.

2.2.6. Modifications to Scope & Transaction Structure

The information regarding the anticipated scope and transaction structure set forth herein reflects the Smithsonian’s envisioned scope and structure as of the date of issuance of this RFQ. The Smithsonian reserves the right to modify the proposed transaction structure and/or Project scope in its sole discretion.

The Smithsonian will communicate any modifications made during the Procurement Process in accordance with Section 3.4 (Requests for Information).

Section III: Procurement Requirements and Protocol

3.1. Procurement Process

The Smithsonian intends to follow a two-phased procurement process to select a successful Proposer to design, build, finance, operate and maintain the Project in accordance with the terms and conditions set forth in the Project Agreement.

3.1.1. Phase One RFQ

The first phase commences with the issuance of this RFQ to solicit responses, in the form of SOQs, which the Smithsonian will evaluate to identify which Respondents are most qualified to successfully delivery the Project. The Smithsonian will evaluate the SOQs in accordance with the criteria set forth in this RFQ and will select Proposers to be involved in the second phase. The Smithsonian intends to short-list three to four Respondents as Proposers; however, the Smithsonian may, in its sole discretion, increase or decrease this number.

3.1.2. Phase Two RFP

The second phase will commence when the Smithsonian issues a draft Request for Proposals (“RFP”) to Proposers, including the proposed Project Agreement. There will be one or more opportunities for the Proposers to make comments on the draft RFP and Project Agreement, before the final RFP and Project Agreement are issued. The Smithsonian will evaluate the Proposals submitted in response to the RFP in accordance with the criteria set forth in the RFP and will select the Successful Proposer to be the Developer.

3.2. Anticipated Procurement Timeline

Although not binding, the following timetable outlines the anticipated procurement schedule for the transaction. The timing and sequence of events resulting from this RFQ may vary and shall ultimately be determined by the Smithsonian, in its sole discretion.

Anticipated Procurement Timeline

RFQ Issue January 26, 2017

Industry Day / Site Visit February 13, 2017

RFQ Comment Deadline February 22, 2017

SOQ Submission Deadline March 10, 2017 Respondent interviews (if held) March 27-29, 2017

Proposers announced April 10, 2017

Draft RFP issued May 15, 2017

Proposals Due October / November 2017

Successful Proposer announced December 2017

3.3. No Obligation

The Smithsonian reserves the right to modify or terminate this solicitation at any stage if it determines this action to be in its best interest. The receipt of SOQs, proposals or other documents at any stage of either the RFQ or RFP process will in no way obligate the Smithsonian to proceed with the procurement or enter into any contract of any kind with any party.

3.4. Requests for Information

Prospective Respondents requiring additional information or desiring clarifications with regard to this RFQ must present a written request for additional information to the Smithsonian.

A written request for additional information or clarification must be submitted to the Smithsonian by email at the following address: ErricksonE@si.edu. Please reference “RFQ No. T17SOL10015 Smithsonian NZP CPF P3” in the subject line. The Smithsonian strongly encourages Respondents to consider relevance, brevity and clarity when submitting comments or questions.

Any such comment or request for additional information or clarification must be received by the Smithsonian no later than 2:00p.m. Eastern Time on February 22, 2017. Respondents are encouraged to submit their questions as and when they are ready for submission.

The Smithsonian shall attempt to address all written requests, providing written responses and/or addenda. Each interpretation or correction, as well as any additional RFQ provision or amendment that the Smithsonian may decide to include will be posted on FedBizOpps.gov at www.fbo.gov.2 Any clarification, addendum or amendment issued by the Smithsonian shall be incorporated by reference into this RFQ and must be taken into account by each Respondent in preparation of its response. Only written notices duly issued by the Smithsonian shall constitute binding revisions to this RFQ.

Prospective Respondents may only direct questions in writing and any attempt to arrange individual meetings with Smithsonian or NZP staff, board members, advisors, contractors, vendors or any other relevant official to discuss this RFQ during the procurement period may result in the disqualification of the Respondent. Prospective Respondents are advised that no oral interpretation, information or instruction by any officer, employee or advisor of the Smithsonian related to this procurement shall be binding.

All addenda and amendments to this RFQ shall be posted on www.fbo.gov by 2:00 P.M. on March 01, 2017. Prospective Respondents are solely and exclusively responsible for checking this site for updates.

3.5. Information Memorandum & Available Data

General information regarding the Project and historic Parking System operations has been compiled in the Information Memorandum attached as Appendix A. This Information Memorandum is issued by the Smithsonian for information purposes only and is being provided solely for use by Prospective Respondents to assist them in analyzing the potential opportunity and Project described herein.

Neither the Smithsonian, nor any of its respective agents, representatives, advisors or consultants make, will make, or will be deemed to have made, any representation or warranty, express or implied, as to the accuracy, reliability or completeness of the information contained herein or any information otherwise provided, whether orally or in writing, other than such representations or warranties expressly stated in duly promulgated procurement documents or in a definitive contractual agreement executed between the Smithsonian and a Selected Proposer. In providing materials in connection with the proposed transaction, the Smithsonian does not undertake any obligation to correct, amend or update such materials.

The Smithsonian, as well as any of its agents, representatives, advisors or consultants shall not be held liable or responsible to any Respondent for any cost or expense incurred in association with this Information Memorandum or in any investigation, negotiation or transaction associated therewith. All Prospective Respondents are strongly advised to seek their own independent financial, legal, tax, technical and other advice.

2 Proposers must be registered at System for Award Management (SAM) http://www.sam.gov prior to award by the Smithsonian.

mailto:ErricksonE@si.edu http://www.sam.gov/

Shortlisted Proposers shall be afforded the opportunity to conduct further due diligence through (i) access to Data Room; (ii) meetings with the Smithsonian and its advisors; (iii) presentations about the Project;

(iv) inspections by representatives of the Proposer; and (v) review and discussion of the draft RFP and Project Agreement.

3.6. Teaming and Representation

3.6.1. Right to form Consortia

For purposes of this procurement and the subsequent execution of any contractual agreements, an individual or company, together with other individuals and/or companies, may form a Bidding Consortium (“Team”).

3.6.2. Exclusivity

To ensure a fair and competitive process, Major Participants are prohibited from participating, in any capacity, on more than one Respondent team during the course of the Procurement Process. A violation of this rule may cause the immediate disqualification of the Respondent Teams sharing any Major Participants, as well as of the individual and/or firm(s) involved.

3.6.3. Leader Designation and Registered Representative

In the event a Respondent is a consortium, the Team should designate one of its members as the Leader (“Lead Member”). The Lead Member shall act as the contact point for the Team and shall be authorized by all other Consortium members to act on their behalf for purposes of the procurement. The SOQ shall identify the Registered Representative for the Respondent, who shall be a legally authorized representative of the Respondent or, in the case of a Team, the Lead Member of the Respondent consortium.

3.6.4. Changes in Organization

Respondents may add, delete or substitute Team members and reorganize their Team during the procurement process, unless that change would result in a conflict of interest.

Notwithstanding the foregoing, following submittal of the SOQs, Respondents are prohibited from the following without the Smithsonian’s prior written consent:

a) deleting, substituting or changing the composition of any Major Participant or any other team member identified in its SOQ or change the role or scope of work of such Major Participant or team member; or

b) otherwise reorganize its Team to the extent that such reorganization would render the organizational charts and descriptions provided in their SOQ inaccurate or incomplete, (each an "Organizational Change").

If, during the RFP stage, a Proposer wishes to make any such Organizational Change, a Proposer must submit to the Smithsonian a description of the proposed change and any relevant documentation related to the change.

While the Smithsonian reserves the right to withhold its consent to any Organizational Change in its discretion, the Smithsonian expects that it will base its decision as to whether to accept a proposed Organizational Change on whether the proposed Organizational Change would:

a) render the Respondent materially different from or less qualified than the Respondent originally selected as a Proposer in a way that would have had a material adverse effect on the evaluation of the Respondent's SOQ;

b) result in any Conflict of Interest; or

c) cause the Respondent or Proposer to be in violation of another provision of this RFQ.

Section IV: Submission Requirements

4.1. Generalities

The Smithsonian expects SOQs submitted in response to this RFQ to:

a) outline, in general terms, the Respondent’s qualifications, experience and understanding required for the successful design, construction, financing, operation and maintenance of the Project;

b) concentrate on technical and financial standards and the Respondent's ability to deliver, operate and maintain the Project over the term of the Agreement; and

c) provide enough information about the requested items to allow the Smithsonian to evaluate the Respondents and determine which Respondents are most qualified to submit a Proposal based on the criteria set forth in this RFQ.

The Smithsonian will not be responsible for errors, omissions, inaccuracies or incomplete statements in an SOQ. Please see the attached appendices for a full statement of submittal requirements.

4.2. Form and Content of the Response

4.2.1.