RFP_No_T17SOL10048_-_SI_NZP_CPF_as_amended_2-6_2018_(002).pdf

PDF 3 MB Posted Feb 6, 2018

Attached to: RFP Smithsonian National Zoological Park Central Parking Facility P3 Project
Solicitation number: T17SOL10048
Issued by: Smithsonian Institution Office of the Chief Financial Officer

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Amended RFP dated Feb. 6, 2018

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File	Type	Posted
National_Zoological_Park_Central_Parking_Facility_Parking_Concession_Agr..__(007).docx	DOCX document	May 4, 2018
am_5.pdf	PDF	May 4, 2018
Project_Agreement_Exhibit_G_(Operating_Standards).docx	DOCX document	May 4, 2018
Project_Agreement_Exhibit_C_(Technical_Requirements).docx	DOCX document	May 4, 2018
Amendment_4.pdf	PDF	Apr 17, 2018
am_3.pdf	PDF	Mar 20, 2018
amendment_2.pdf	PDF	Mar 1, 2018
RFP_No_T17SOL10048_-_SI_NZP_CPF_clean_copy__2-6_2018.pdf	PDF	Feb 7, 2018
Exhibit_P_-_NZP_Fee_and_Privilege_Regime_FINAL.pdf	PDF	Feb 7, 2018
Project_Agreement_Exhibit_G_(Operating_Standards)_-_rev_2-2-18.pdf	PDF	Feb 7, 2018
Exhibit_P.pdf	PDF	Feb 7, 2018
National_Zoological_Park_Central_Parking_Facility_Parking_Concession_Agr..__(009).pdf	PDF	Feb 6, 2018
SI_NZP_CPF_-_RFP_T17SOL10048_-_Clarifications_1_of_2_2018-1-23.pdf	PDF	Feb 6, 2018
SI_NZP_CPF_-_RFPT1SOL10048_-_Clarification_-_1_(part_2_of_2)_2018-2-06_(002).pdf	PDF	Feb 6, 2018
Full_Form_G_-_(002).docx	DOCX document	Nov 14, 2017
Form_G_-.docx	DOCX document	Nov 14, 2017

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2/6/2018 1:18 PM2/6/2018 12:00 PM2/6/2018 11:56 AM2/1/2018 12:08 PM1/31/2018 11:02 AM

PUBLIC-PRIVATE-PARTNERSHIP FOR THE DESIGN, CONSTRUCTION,

FINANCING, OPERATION AND MAINTENANCE OF THE NATIONAL

ZOOLOGICAL PARK CENTRAL PARKING FACILITY PROJECT

REQUEST FOR PROPOSALS

November 8, 2017 (as amended February 6, 2018)

RFP No: T17SOL10048

Smithsonian National Zoological Park CPF P3 Project RFP No. T17SOL10048

2/6/2018 1:18 PM2/6/2018 12:00 PM2/6/2018 11:56 AM2/1/2018 12:24 PM1/31/2018 11:02 AM

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

Contents Section I: Introduction & General Provisions

1.1. Introduction

1.2. Contracting Authority

1.3. Request for Proposals

1.4. Definitions

1.5. RFP Compliance

1.6. Communications Protocols

1.7. Improper Conduct

1.8. Changes in Proposer’s Organization and Key Personnel

1.9. Federal and Local Requirements

1.10. Certifications

Section II: Project Description

2.1. Project Background and Objectives

2.2. Project Description

Section III: RFP Process

3.1. Procurement Process

3.2. Process Overview

3.3. Data Room, Site Inspection and Due Diligence

3.4. Clarification and Amendment of RFP Documents

3.5. One-on-One Meetings

3.6. Early Concept Consultations

3.7. Public Disclosure

3.8. Confidential Information

Section IV: Proposal Content and Submission Requirements

4.1. General Submission Requirements

4.2 Requirements to Submit a Responsive Proposal

4.3. Content, Format and Organization

4.4. Proposal Delivery – Due Dates and Location

4.5. Modifications, Withdrawals and Late Submittals

4.6 Proposal Security and Closing Security

4.7. Proposers’ Costs Not Reimbursable

Section V: Evaluation Process

5.1. Evaluation Process and Criteria

5.2. Basis of Award

5.3. Evaluation Procedure

5.4. Clarifications and Additional Information

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5.5. Waiver of Non-Conformities

5.6. No Obligation to Award

5.7. Protests and Appeals

5.8. Award Notice

5.9. Definitive Award Date

Section VI: Post-Award Requirements and Closing

6.1. Formalization and Execution of the Project Agreement

6.1.1. Agreement Execution Deadline

6.2. Transition Period and Conditions Precedent to Agreement Effective Date

Section VII: Smithsonian Rights

7.1. Smithsonian’s Rights

7.2. Smithsonian Disclaimers

Appendices

Appendix A: DEFINITIONS

Appendix B: EXHIBITS AND FORMS

Exhibit A: RFP Schedule

Exhibit B: Summary and Checklist of Proposal Contents

Exhibit C: Technical Proposal

Exhibit C‐1: TECHNICAL PROPOSAL INSTRUCTIONS

Exhibit C‐2: TECHNICAL PROPOSAL EVALUATION CRITERIA

Exhibit D: Financial Proposal

Exhibit D‐1: FINANCIAL PROPOSAL INSTRUCTIONS

Exhibit D‐2: PRICE PROPOSAL EVALUATION CRITERIA

Standardized Proposal Forms

Form A‐1

Form A‐3

Form A‐4

Form A‐5

Form A‐6

Form D.1

Form D-2

Form D-3

Section I: Introduction & General Provisions

1.1. Introduction

1.2. Contracting Authority

1.3. Request for Proposals

1.4. Definitions

1.5. RFP Compliance

1.6. Communications Protocols

1.7. Improper Conduct

1.8. Changes in Proposer’s Organization and Key Personnel

1.9. Federal and Local Requirements

1.10. Certifications

Section II: Project Description

2.1. Project Background and Objectives

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2.2. Project Description

Section III: RFP Process

3.1. Procurement Process

3.2. Process Overview

3.3. Data Room, Site Inspection and Due Diligence

3.4. Clarification and Amendment of RFP Documents

3.5. One-on-One Meetings

3.6. Early Concept Consultations

3.7. Public Disclosure

3.8. Confidential Information

Section IV: Proposal Content and Submission Requirements

4.1. General Submission Requirements

4.2 Requirements to Submit a Responsive Proposal

4.3. Content, Format and Organization

4.4. Proposal Delivery – Due Dates and Location

4.5. Modifications, Withdrawals and Late Submittals

4.6 Proposal Security and Closing Security

4.7. Proposers’ Costs Not Reimbursable

Section V: Evaluation Process

5.1. Evaluation Process and Criteria

5.2. Basis of Award

5.3. Evaluation Procedure

5.4. Clarifications and Additional Information

5.5. Waiver of Non-Conformities

5.6. No Obligation to Award

5.7. Protests and Appeals

5.8. Award Notice

5.9. Definitive Award Date

Section VI: Post-Award Requirements and Closing

6.1. Formalization and Execution of the Project Agreement

6.1.1. Agreement Execution Deadline

6.2. Transition Period and Conditions Precedent to Agreement Effective Date

Section VII: Smithsonian Rights

7.1. Smithsonian’s Rights

7.2. Smithsonian Disclaimers

Appendices

Appendix A: Definitions

Appendix B:

Exhibit A: RFP Schedule

Exhibit B: Summary and Checklist of Proposal Contents

Exhibit C: Technical Proposal

Exhibit C‐1: TECHNICAL PROPOSAL INSTRUCTIONS

Exhibit C‐2: TECHNICAL PROPOSAL EVALUATION CRITERIA

Exhibit D: Financial Proposal

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Exhibit D‐1: FINANCIAL PROPOSAL INSTRUCTIONS

Exhibit D‐2: PRICE PROPOSAL EVALUATION CRITERIA

Standardized Proposal Forms

Form A‐1

Form A‐2

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Section I: Introduction & General Provisions

1.1. Introduction

1.1.1. Introduction

The Smithsonian Institution (the “Smithsonian”) is issuing this Request for Proposals (the “RFP”) to project teams shortlisted in accordance with the Request for Qualifications Number T17SOL10015 (“Proposers”) as the second phase of a dual-stage selection procedure to seek competitive proposals (“Proposals”) for a public-private-partnership for the design, construction, financing, operation and maintenance of the National Zoological Park’s (“NZP”) Central Parking Facility (the “CPF”) Project.

1.1.2. Comprehensive Project

In accordance with the NZP’s 2008 Comprehensive Facilities Master Plan and 20-Year Programmatic Master Plan, the Smithsonian seeks to consolidate and expand current NZP parking facilities into a multi-story consolidated 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 allow the NZP to reclaim acreage for the purpose of expanding animal habitat. The Project will include the following Construction Works: (i) the CPF (a multi-level structure comprising 1285 parking spaces), (ii) a new Pedestrian Bridge, (iii) a Mid-Point Entry Landing Pad connecting the Pedestrian Bridge to the Olmsted Path and (iv) specified Ancillary Works.

1.1.3. Scope of Work

In accordance with the terms and conditions set forth in the Project Agreement, the Developer will be granted by the Smithsonian exclusive rights and will be responsible for the performance of certain obligations relating to the NZP Parking System on its 163-acre campus in Washington, D.C.

during the Term of the Agreement, including to (i) operate, administer, manage, improve and maintain the Parking System; (ii) design, engineer, procure, finance, construct, equip, test and complete Construction Works; and (iii) collect, for deposit into a specified account, parking fees and other authorized revenues and income generated by the Project during the Term of the Agreement. In partial consideration for these rights, the Developer shall pay the Smithsonian an Initial Payment, as well as an Annual Concession Fee.

1.2. Contracting Authority

1.2.1. Smithsonian Institution

The Smithsonian is a Washington, D.C.-based complex with 19 museums and galleries, nine research centers, and the NZP. Created by an act of Congress in 1846, the Smithsonian 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 NZP, with the exception of one museum in New York City. Instead, the Smithsonian relies on endowment earnings, gifts, and auxiliary earnings to support special areas beyond those financed by Congressional appropriations. Each year, more people attend Smithsonian museums and the NZP than any other cultural facility in the United States. Total visitation levels (including the NZP) 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:

(i) Federal funds: $840.2 million in fiscal year 2016 (62% of combined 2016 operating revenue), and

(ii) Trust funds: $515.8 million in fiscal year 2016 (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.

In 2017, Standard & Poor’s Rating Services affirmed its ‘AAA’ long-term rating for debt issued on behalf of the Smithsonian. Trust fund income is diverse, and includes income generated from parking.

1.2.2. Authorizations and Approvals

(a) On January 30, 2017, the Smithsonian Board of Regents approved the Secretary’s request to advance the Project by seeking Congressional authorization to plan, design and construct a central parking facility on the NZP property in Washington, D.C. Authorization bills have been introduced in both the Senate and House (S.1954 and HR.4009). Congressional notification and authorization process is a normal course of practice and in accordance with the Smithsonian’s corporate governance policies; no appropriations have been requested for the Project from Congress.

(b) Pursuant to 40 U.S.C. § 8722(b)(1) and (d), on October 5, 2017, the National Capital Planning

Commission approved comments on the CPF design concepts clarifying that the CPF may include capacity for 1285 vehicles.

1.2.3. Funding

The Developer will hold sole responsibility for all funding and financing associated with this Project. No appropriated funds will be expended or otherwise directed to the Project.

1.3. Request for Proposals

1.3.1. Invitation

The Smithsonian is inviting Proposals in response to this RFP from project teams shortlisted in accordance with the Request for Qualifications Number T17SOL10015 issued on January 26, 2017 (as amended) (the “RFQ”).

1.3.2. Acquisition Regulations

Although no federal funds will used in the delivery or operation of the Project contemplated herein, this RFP is being issued in accordance with the principles set forth in Federal Acquisition Regulation (the “FAR”) Subpart 36.3 as part of a two-phase selection procedure. The Smithsonian is not subject to the FAR, but may be guided by the principles of the FAR, General Services Acquisition Regulation (the “GSAR”), or Defense Federal Acquisition Regulation (the “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.

This RFP may contain language and clauses and/or paragraph headings or names which appear similar to or the same as the FAR; 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 Proposer to read and understand the provisions herein and to ask questions before submitting a Proposal.

1.3.3. Responsibility and Liability

(a) Proposer

Each Proposer is solely and exclusively responsible and liable for:

(i) all investigations and analyses related to the RFP and Project;

(ii) preparation of its Proposal, including all costs associated therewith; and

(iii) any design, construction, operation and facilities maintenance solutions, methods and means that it selects.

(b) Smithsonian

Neither the Smithsonian, nor any of its 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 and/or in the Project Agreement executed between the Smithsonian and the Developer.

Neither the receipt of this RFP, 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 RFP does not obligate the Smithsonian or any other entity to proceed with the Project or otherwise commit or bind the Smithsonian to enter into a Project Agreement with any Proposer.

Neither the Smithsonian, nor any of its 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 RFP and all such costs shall be borne solely by each Proposer.

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

1.3.4. Successful Proposer

The Proposer selected by the Smithsonian in accordance with this RFP to enter into the Project Agreement with the Smithsonian (the “Successful Proposer”) will become the developer (the “Developer”) upon the Execution Date of the Project Agreement.

1.3.5. RFP Documents

(a) This RFP consists of the documents described below and any other documents that may be issued by Addenda (in each case, as such documents may be revised, amended, supplemented or otherwise modified):

(i) this RFP (including all Exhibits and Forms attached to this RFP);

(ii) the Project Agreement (including all exhibits attached to the Project Agreement); and

(iii) the Technical Requirements (which will also be an exhibit to the Project Agreement).

(b) For the purposes of this RFP, if there are any conflicts or inconsistencies among the terms and conditions of any of the documents comprising the RFP, the following shall apply:

(i) with respect to matters of interpretation related to the RFP Process, this main body of the RFP shall have precedence over the documents in any other part of the RFP including the exhibits; and

(ii) with respect to matters of interpretation related to the Project or the Project Agreement, the Project Agreement shall prevail over the documents in any other part of the RFP.

1.3.6. RFP Process

The procurement process to select a Successful Proposer to deliver the Project shall commence with the issuance of the RFP and terminate upon the Effective Date of the Project Agreement or the date that the Smithsonian notifies the Proposers that the procurement or the Project has been terminated, whichever occurs first, and shall include the various steps described in this RFP (collectively, the “RFP Process”).

1.3.7. RFP Schedule

A detailed schedule of the RFP Process is set forth in Exhibit A (the “RFP Schedule”). All dates set forth in the RFP Schedule and elsewhere in the RFP are subject to change, in the Smithsonian’s absolute discretion, by notice to the Proposers.

1.4. Definitions

1.4.1. Definitions of capitalized terms used and not otherwise defined in Appendix A (Definitions) of this RFP are set forth in Article 1 of the Project Agreement.

1.4.2. In the event of a conflict between the definitions contained in this RFP and the definitions contained in the Project Agreement, the definitions stipulated in the Project Agreement shall prevail.

1.5. RFP Compliance

Proposers must comply, and must ensure that each Major Participant complies, with this RFP throughout the RFP Process. Failure by a Proposer or a Major Participant to comply with any of the terms of this RFP may result in:

(a) disqualification of such Proposer, such Major Participant or both such parties from the RFP Process; and

(b) a draw by the Smithsonian on such Proposer’s Proposal Security (as defined below), but only under the circumstances described in Section 4.6.3 (Forfeiture of Proposal Security).

1.6. Communications Protocols

1.6.1. Smithsonian Representative

(a) The Smithsonian has designated the following individual to be its Representative for the purposes of this RFP Process:

Eve Errickson Office of Contracting Smithsonian Institution P.O. Box 37012 MRC 1200 Washington, D.C. 20013-7012 Email: ErricksonE@si.edu

(b) The Smithsonian reserves the right to designate another Representative during the RFP Process, in which case the Smithsonian will notify Proposers of the contact information for the new

Smithsonian Representative.

1.6.2. Proposer Representative

(a) Each Proposer shall designate one individual to be its authorized representative for the RFP Process (the “Proposer Representative”). Unless the Proposer notifies the Smithsonian otherwise in writing, the individual identified as the "Respondent Representative" by the Proposer in its SOQ will be its Proposer Representative.

(b) If a Proposer wishes to replace its Proposer Representative at any time during the RFP Process, the Proposer shall notify the Smithsonian Representative of the name, address, telephone number and email address of the new Proposer Representative, who must be legally authorized to represent and bind the Proposer for purposes of this procurement.

(c) Each Proposer is responsible for ensuring that the name and contact information for its Proposer Representative is accurate and updated at all times during the RFP Process. Failure to do so may mailto:ErricksonE@si.edu result in such Proposer failing to receive important communications from the Smithsonian. The Smithsonian is not responsible for any such failure.

1.6.3. Rules of Conduct

(a) No Improper Influence

Proposers are expected to conduct themselves with professional integrity and shall refrain from all activities aimed at influencing decisions related to the Project, the RFP or the RFP Process.

Any substantiated allegation that a Proposer or any employee, member, agent, consultant, advisor, representative, promoter or advocate of the Proposer has engaged in prohibited communications or attempted to unduly influence the selection process may be cause for the

Smithsonian to disqualify the Proposer, or to disqualify the Proposer employee, member, agent, consultant, advisor, representative, promoter or advocate, from participating with the Proposer, in each case, in the absolute discretion of the Smithsonian.

(b) FedBizOpps

All notices, submissions, approvals and other communications described in this RFP from a

Proposer to the Smithsonian, or from the Smithsonian to a Proposer, shall be in writing and delivered through FedBizOpps.gov at www.fbo.gov1, except as expressly permitted or required to be given orally (in person or by telephone), in hard copy or otherwise, in each case, as designated by the Smithsonian (in the RFP or through a subsequent communication).

From and after the date of issuance of this RFP and ending on the earliest of (x) the execution and delivery of the Project Agreement, (y) rejection of all Proposals by the Smithsonian or (z) cancellation of the RFP:

(i) Communication with other Proposers. No Proposer, nor any of its team members, may communicate with another Proposer or its team members through their employees, agents or representatives with regard to the RFP or either team's

Proposal; provided that (A) subcontractors, financiers or underwriters that are shared between two or more Proposer teams may communicate with their respective team members so long as those Proposers establish a protocol to ensure that such subcontractors, financiers and underwriters (as applicable) will not act as a conduit of information between the teams, and (B) this prohibition does not apply to public discussions regarding the RFP at Smithsonian‐sponsored informational meetings (if any) that are attended by more than one Proposer.

(ii) Proposer Representatives. Each Proposer Representative shall be responsible for contacts with the Smithsonian on behalf of such Proposer and, except at One-on‐One

Meetings, interviews and/or other authorized group discussions with the

1 Proposers must be registered at System for Award Management (SAM) http://www.sam.gov.

http://www.fbo.gov/ http://www.sam.gov/

Smithsonian, each Proposer may only communicate with the Smithsonian regarding the RFP or the Project through its Proposer Representative.

(iii) Ex parte communications. No Proposer or representative of a Proposer through their employees, agents, consultants, advisors or other representatives shall have any ex parte communications regarding the RFP or the Project with the Smithsonian or any

Smithsonian staff, advisors, contractors or consultants involved with the RFP or the

Project, except for communications expressly permitted by the RFP or approved in advance by the Smithsonian Representative, in such person's absolute discretion.

The foregoing restriction does not prohibit or restrict communications with regard to matters unrelated to the RFP or the Project, or participation in public meetings of the Smithsonian or any public or Proposer workshop related to the RFP.

(iv) Smithsonian Representative. Unless specifically authorized elsewhere in this RFP, the Smithsonian Representative shall be the Smithsonian’s sole point of contact and source of information for Proposers throughout the RFP Process.

(v) Stakeholders. Communication by or on behalf of any Proposer with any entity listed below (the “Stakeholders”), including any of the Stakeholder's employees, agents, consultants, advisors or other representatives, regarding the RFP or the Project is prohibited, except for communication expressly permitted by the RFP or approved in advance by the Smithsonian Representative, in the Smithsonian’s absolute discretion:

(a) Smithsonian Institution;

(b) National Zoological Park;

(d) Commission on Fine Arts;

(e) D.C. State Historic Preservation Office (“DCHPO”);

(f) District Department of the Environment (“DDOE”);

(g) District Department of Transportation (“DDOT”);

(h) Friends of the National Zoo (“FONZ”);

(i) neighborhood civic associations; and

(j) environmental, regulatory and permitting agencies.

It is the intent of the Smithsonian that the Smithsonian will provide any necessary coordination during the RFP Process with Stakeholders so that, among other things, the RFP Process may be implemented in a fair, competitive and transparent manner and with uniform information. Information requests concerning Stakeholders should be sent to the Smithsonian Representative, who, in the Smithsonian’s discretion, may arrange for general or separate meetings between one or more of such Stakeholders and the Proposers, or facilitate delivery of responses to such questions by a Stakeholder.

(vi) Any communications in breach of the foregoing clauses (i) – (v) may result in disqualification from the RFP Process, in the absolute discretion of the Smithsonian.

(vii) The Smithsonian will not be responsible for any oral exchange or any other information or exchange that occurs outside of the official process specified in this

Section 1.6 (Communications Protocols).

(viii) For the purposes of this Section 1.6.3 (Rules of Conduct), "contact" and

"communication" includes face‐to‐face, telephone, email, text messaging, social media, other electronic means or formal written communication, either directly by a Proposer or indirectly by an employee, member, agent, consultant, advisor, representative, promoter or advocate of a Proposer.

(d) Conduit Issuers

If any Proposer wishes to propose financing that incorporates tax-exempt financing or similar arrangements and to communicate with any Conduit Issuer regarding its participation in such financing, then such Proposer may communicate regarding such matters with the Conduit Issuer at any time without prior notice to the Smithsonian; provided, that upon Successful Proposer

Selection, no Proposer other than the Successful Proposer shall engage in such communications.

1.7. Improper Conduct

1.7.1 Non‐Collusion

Each Proposer shall submit, together with its Financial Proposal Letter, a Non‐Collusion Affidavit in the form attached as Form A‐3. Neither the Proposer, nor any of its team members, may undertake any of the prohibited activities identified in the Non‐Collusion Affidavit.

1.7.2 Definition of Conflicts of Interest

For purposes of this RFP, “Conflict of Interest” means:

(a) any situation or circumstance where a Proposer 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 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 or any Stakeholder 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 RFP) of strategic or material relevance to the RFP or to the Project that is not available to other Proposers and that could or could be seen to give the Proposer an unfair competitive advantage; and

(b) an “organizational conflict of interest” defined under 23 CFR § 636.103.

1.7.3 Prohibition on Conflicts of Interest

Each Proposer is prohibited from:

(a) directly or indirectly receiving any advice relating to the Project or the RFP from any Person with a Conflict of Interest; or

(b) including as a Major Participant, or contractor, subcontractor or consultant to the Proposer or any Major Participant, any Person with a Conflict of Interest.

1.7.4 Existence of Conflicts of Interest

(a) If a Proposer discovers any perceived, potential or actual Conflict of Interest, the Proposer must promptly disclose the same to the Smithsonian in a written statement delivered by the Proposer Representative to the Smithsonian Representative, including:

(i) the names and contact information of the Persons to which the perceived, potential or actual Conflict of Interest relates;

(ii) a description of the perceived, potential or actual Conflict of Interest; and

(iii) a description of the steps taken or proposed to be taken to mitigate the perceived, potential or actual Conflict of Interest.

(b) If a Conflict of Interest that the Proposer knew, or should have known about, but failed to disclose is determined to exist during the RFP Process, the Smithsonian may, in its discretion, disqualify such Proposer.

(c) The Smithsonian may grant exceptions to the policy set forth in Section 1.7.3 (Prohibition on Conflicts of Interest), upon written request from a Proposer, if it is determined that the relevant party’s involvement is in the best interest of the public and does not constitute an unfair advantage. Proposers seeking such exception are advised to submit a written request as soon as possible because the Smithsonian will not extend, or be responsible for any failure to respond to any such request prior to, the Proposal Submission Deadline, as applicable.

(d) The Smithsonian’s guidelines in this RFP are intended to augment applicable federal, state and local law and rules. Such Applicable Law will also apply to Proposers and may preclude certain firms and their entities from participating on a Proposer team.

Proposers should note that, consistent with 23 C.F.R. § 636.116(a)(2)(v), they must disclose all relevant facts concerning any past, present or currently planned interests which may present an organizational conflict of interest, and must state how their interests, or those of their chief executives, directors, key project personnel, or any proposed consultant, contractor or subcontractor may result, or could be viewed as, an organizational conflict of interest.

1.7.5. Participation on More Than One Proposer Team

Major Participants of a Proposer shall not, directly or indirectly, participate in any capacity on more than one Proposer team. This prohibition includes the participation on different teams by a Major Participant of any Proposer through related corporate entities, such as an entity that directly or indirectly controls another entity, or two entities that are under common control. If any Major Participant fails to comply with this prohibition, all Proposer teams on which it is participating may be disqualified from submitting a Proposal.

1.7.6. Non‐Exclusive Relationships with Monoline Insurers, Lenders and Conduit Issuers

(a) The market for monoline insurers, bank loan financing and Conduit Issuers is small enough that, to establish a fair RFP Process and avoid certain Proposers obtaining a distinct and unfair advantage:

(i) Proposers may not enter into any exclusivity arrangements with any monoline insurer or any bank or other financial institution that provides debt financing in the form of a loan or related guarantees;

(ii) any monoline insurer, bank or other financial institution may provide insurance, guarantees, credit support, financing or other financial products to one or more Proposers;

(iii) Proposers may enter into exclusivity arrangements with one bond underwriter but, if a Proposer wishes to engage additional bond underwriters, such additional bond underwriters must be engaged on a non‐exclusive basis;

and

(iv) Proposers may not enter into any exclusivity arrangements with any Conduit

Issuer, and any Conduit Issuer may accept applications from one or more

Proposers.

(b) The Smithsonian reserves the right, but has no obligation, to engage in bilateral discussions with monoline insurers, potential providers of bank loan financing or

Conduit Issuers to verify their availability to all Proposers.

1.8. Changes in Proposer’s Organization and Key Personnel

1.8.1 Changes in Proposer's Organization

(a) Subject to clause (b) below, Proposers may add, delete or substitute team members and reorganize their teams during the RFP Process, unless the change would result in a Conflict of Interest.

(b) Notwithstanding the foregoing, Proposers must not do any of the following without the Smithsonian’s prior written consent:

(i) delete, substitute or change the identity 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

(ii) 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”).

(c) If a Proposer wishes to make any Organizational Change, a Proposer must submit to the Smithsonian a written request for the change as soon as possible but in no event later than the date and time specified in the RFP Schedule as the deadline for submission for IDC. Such request must include a description of the proposed change and any relevant documentation related to the change, including updated versions of information submitted in the Proposer’s SOQ.

(d) While the Smithsonian reserves the right to withhold its consent to any Organizational

Change under clause (b) in its absolute 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:

(i) result in a Proposer team with lower levels of experience, financial strength and quality compared to those demonstrated in the Proposer’s SOQ;

(ii) result in any Conflict of Interest; or

(iii) cause the Proposer to be in violation of another provision of the RFP.

1.8.2. Changes in Key Personnel identified in an SOQ

If a Proposer wishes to change any of the Key Personnel identified in its SOQ during the RFP

Process, the Proposer must submit to the Smithsonian a written notice of the change as soon as possible. Such notice must include the reason for the proposed change, a resume for the new

Key Personnel (to the same level of detail as the resume submitted with the SOQ for the relevant position) and such other information about the change and the new Key Personnel as the

Smithsonian may reasonably require.

1.8.3 Key Personnel nominated in a Proposal

(a) As part of its Proposal, each Proposer is required to nominate individuals as Key

Personnel in accordance with Exhibit C‐1 (Technical Proposal Instructions).

(b) Prior to the Execution Date, a Proposer must not change any of the Key Personnel nominated in its Proposal, except in accordance with this Section 1.8.3.

Proposal prior to the Execution Date, the Proposer must submit to the

Smithsonian a written request for the Smithsonian to approve such change as soon as possible. The Proposer shall provide the Smithsonian with such information as the Smithsonian may require with respect to any proposed change, including the reasons for the change, the identity and qualifications

(including a resume) of any new individual that is proposed to be a Key Personnel and evidence demonstrating that the changed team is of similar or higher standard. The Smithsonian is under no obligation to approve such requests and may approve or disapprove such a request in its absolute discretion. The

Smithsonian will only consider such requests based on circumstances beyond the

Proposer's control.

(d) Following the Execution Date, any proposed changes to Key Personnel will be governed by the Project Agreement.

1.9. Federal and Local Requirements

The Developer is required to conform to, and require conformance with, all applicable federal and local law, regulations and policies relating to the design, construction, financing, operation and maintenance of the Project.

1.10. Certifications

The Proposer and each Major Participant must sign and submit as attachments to its Technical Proposal the certifications attached in the following forms:

(a) Form A-3 (Non-Collusion Affidavit);

(b) Form A-4 (Equal Employment Opportunity Certification);

(d) Form A-6 (Debarment and Suspension Certificate)

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Section II: Project Description

2.1. Project Background and Objectives

The Smithsonian’s NZP’s 2008 Comprehensive Facilities Master Plan and 20-Year Programmatic Master Plan set out the development of a new CPF to:

(i) 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;

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

(iii) Improve pedestrian safety by reducing pedestrian-vehicular conflict;

(iv) Repurpose existing parking sites to expand animal habitat acreage; and

(v) Consolidate access points for increased security.

The Project concept includes a CPF comprised of a 1285-space parking structure, a Pedestrian Bridge, a Mid-Point Entry connecting the Pedestrian Bridge to the Olmsted Walk, and Ancillary Works. The CPF is 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 1970s to accommodate a terraced and stepped-back three level parking superstructure. Upon completion, Lots A, B and D will be decommissioned, stabilized and returned to the Smithsonian for repurposing by the Smithsonian for use as animal habitat and/or visitor amenities, while Lot E will 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. The CPF will be designed, constructed, operated and maintained in compliance with “Green Garage” standards and will integrate best-in-class technologies to optimize visitor experience and traffic flow. Moreover, the Smithsonian expects that the CPF will continue to financially support its core mission through a revenue sharing arrangement with the Developer. As such, the Smithsonian desires that the CPF be designed in a manner that meets current and future parking needs, as well as offers maximum opportunities for the generation of ancillary revenues. Any proposals for ancillary revenue generation must comply with the NZP’s mission, NZP master planning documents, Smithsonian policy and Applicable Law, and the terms of the Project Agreement.

In addition to delivering the CPF, the Developer will also be granted a comprehensive parking concession for NZP and be responsible for the operation and maintenance of the CPF and designated facilities within the Parking System over the Term of the Project Agreement.

By transferring design, construction, financing, operating and maintenance responsibility to a qualified Developer, the Smithsonian 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

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 life-cycle maintenance and performance standards and optimizing revenue for the NZP. Key objectives include the following:

2.1.1. Timeline

Smithsonian aims to transfer the majority of schedule risk to the Developer in order to avoid delivery delays and a protracted construction process, thereby accelerating Project completion.

2.1.2. Design / Aesthetics

Landmark site requires architectural excellence and an aesthetic alignment with NZP mission. CPF must be designed to meet current and future multimodal requirements and incorporate sustainable and energy efficient technologies. CPF must also reflect NCPC low-impact design considerations, such as green roofing and vegetated walls. Additional detail regarding the design requirements are set forth in the Technical Requirements.

2.1.3. Constructability and Integration

CPF design will need to integrate with existing General Services Building and construction must take place without disrupting ongoing mission-critical GSB operations. The GSB must remain fully functional and operational 24-hours every day throughout the Project. The Developer will be required to undertake any and all activities required to protect the safety of all people and property accessing and located in the GSB during construction.

2.1.4. Operability

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

2.1.5. Life-Cycle Asset Management

Given the criticality of infrastructure, Smithsonian must ensure life-cycle asset management and the durability of CPF at prescribed performance standards.

2.1.6. 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 and long-term maintenance through innovation and bundling of design and construction with longer-term operations and maintenance.

2.1.7. Revenue Generation

Parking is a key generator of income for Smithsonian/NZP and must continue to contribute to

NZP. Developer shall make an Initial Payment to the Smithsonian, as well as pay an Annual

Concession Fee in the form of a percentage of gross revenues generated from parking operations and Smithsonian-approved commercial activities (with a minimum contribution of at least

$1,000,000, as adjusted annually for inflation), as set forth in the Project Agreement.

2.1.8. Service Levels / Visitor Satisfaction

CPF is a 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.

2.1.9. Asset Stewardship

Developer must maintain the CPF and ancillary facilities in accordance with optimal operating and facilities maintenance standards to enhance quality of service and protect asset value over the life of the Project Agreement.

2.1.10. Continuous Improvement and Technology

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

2.1.11. Safety

Provide safe, secure, efficient parking at NZP.

2.2. Project Description

2.2.1. Transaction Structure

In accordance with the terms and conditions stipulated in the Project Agreement, the Smithsonian intends to enter into a concession agreement with the Developer for the design, construction, financing, operation and maintenance of the Project.

2.2.2. Term of the Agreement

Subject to the terms and conditions stipulated in the Project Agreement, the Term of the

Agreement is thirty-five (35) years, commencing on the Effective Date.

2.2.3. Design & Construction Scope

The Developer will design and construct the Project in accordance with the Project Agreement

(including the Technical Requirements) and in strict compliance with applicable Federal and local laws, regulations and policies. The major elements to be designed and constructed as part of the

Project include the following:

(a) Central Parking Facility

The CPF is a multi-story parking facility accommodating 1285 spaces to be built atop the existing 60,000 GSF roof top parking Lot C, which was originally designed and built to receive a terraced and stepped-back 3 level parking structure. The CPF will be required to meet GCBI Green Business Certification or similar and must be serviced by at least two high-capacity elevators, restrooms and real-time parking technology, all as further defined and described in the Technical Requirements. The CPF must also be designed and built to accommodate a bus drop-off and turn-around bay. Lot C is the roof deck of the General Services Building, which must remain fully functional and operational during the construction of the CPF as it contains mission critical spaces such as the central zoo offices for Smithsonian Operations administrative offices, general support facilities, electrical, mechanical, and other trade shops, animal care commissary, and FONZ warehouse operations. The CPF should also reflect NCPC approved low-impact design considerations, such as green roofing and vegetated walls.

(b) Pedestrian Bridge

The Project requires a Pedestrian Bridge that links the CPF to the main Zoo over North

Road. The Pedestrian Bridge must be of adequate width to comfortably accommodate visitors exiting and entering and provide a welcoming, functional, safe, visitor experience while likewise redirecting pedestrian circulation over and away from the

North Road. The Pedestrian Bridge must also be designed in such a manner as to support the operation of light equipment for snow removal and similar service carts and gators. As set forth in detail in the Technical Requirements, the Pedestrian Bridge foundations over North Road will require close coordination with and adaptation around existing soil nails and tie backs of the recently completed retaining wall. The

Pedestrian Bridge is not intended to be load-rated for highway capable passenger busses, trucks or other vehicles, and as such, will not require annual Federal Highway

Administration bridge protocols.

The Project includes a Midpoint Zoo Entry at the Landing Pad that links and integrates the Pedestrian Bridge with the Zoo’s primary pedestrian and visitor circulation spine, the Olmsted Walk. The Pedestrian Bridge, connector pathway and Landing entry must all be designed, constructed, landscaped, and installed in accordance with the

Olmstead Walk Design Guidelines and Technical Requirements, including lighting, signage, and similar requirements.

(d) Ancillary Works

The Developer shall also be required to deliver other works, including the demolition and stabilization with natural habitat of surface Lots A, B and D, as set forth in the

Technical Requirements.

2.2.4. Financing Scope

The Developer shall be solely and exclusively responsible for providing all necessary financing for the Project, whether through debt, equity or any combination thereof.

2.2.5. Operations and Facilities Maintenance Scope

(a) Operations

Over the Term of the Agreement, the Developer shall be responsible for all parking operations within the Parking System and provide all services required for the safe and continual operation of the Parking System at prescribed service levels. These services include, amongst others, parking operations, traffic management, parking fee management and operations, managed parking services, financial management and administration, facilities management, customer service, enforcement, safety and Smithsonian requirements for security and emergency management within

Parking Facilities, 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.

(b) 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 Operating

Standards, Technical Requirements and Project Agreement, as well as with applicable laws, regulations and policies. The scope of the maintenance work will include maintenance and rehabilitation of the Parking System.

2.2.6. Developer Compensation

Subject to the terms and conditions set forth in the Project Agreement, as consideration for its services, the Developer shall have the exclusive right to charge, collect and retain Parking

Revenues generated by the Parking System and Commercial Revenues generated by approved

Commercial Activities.

2.2.7. Smithsonian Compensation

In exchange for the rights set forth in the Agreement, the Developer shall make the following payments to the Smithsonian:

(a) Initial Payment

The Developer shall make a one-time Initial Payment in the amount of seven million dollars ($7,000,000) as a Condition Precedent to the Effective Date of the Project

Agreement, in accordance with the Project Agreement.

(b) Annual Concession Fee

Commencing on the second anniversary of the Effective Date, each year over the

Term of the Project Agreement, the Developer shall pay the Smithsonian an Annual

Concession Fee. As further defined in the Project Agreement,…

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