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					                                                 RFQ Number AFRPA-FY-XXXX
                                     Basename AFB Enhanced Use Lease Project


United States Department of the Air Force



MAJCOMname
Air Force Real Property
Agency (AFRPA)



Enhanced Use Leasing Project
Basename Air Force Base




REQUEST FOR QUALIFICATIONS

RFQ No. AFRPA-FY-XXXX

PROPOSALS ARE DUE NO LATER THAN
5:00 P.M. ET Proposal due date AT:


PRESSNAME
PRESSaddress
PRESScity
Voice: PRESSphone Fax: PRESSfax
Email: PRESSemail
Web site: PRESSwebsite




Generic RFQ 07.22.2009
                                                                                                         RFQ Number AFRPA-FY-XXXX
                                                                                             Basename AFB Enhanced Use Lease Project



                                                            Table of Contents

SECTION 1.0             EXECUTIVE SUMMARY------------------------------------------------------------------ 1

1.1       AUTHORITY ------------------------------------------------------------------------------------------------------------------------------ 1

1.2       PROJECT ---------------------------------------------------------------------------------------------------------------------------------- 1

1.3      EUL GOALS ------------------------------------------------------------------------------------------------------------------------------- 1
   1.3.1 Project Concept --------------------------------------------------------------------------------------------------------------------- 2
   1.3.2.     Lease Term ------------------------------------------------------------------------------------------------------------------------ 3

1.4       PROPOSAL SUBMITTALS AND SELECTION OF OFFEROR -------------------------------------------------------------------- 3

1.5       SMALL BUSINESS ----------------------------------------------------------------------------------------------------------------------- 3

1.6       PROJECT DOCUMENTS --------------------------------------------------------------------------------------------------------------- 3


SECTION 2.0             EXISTING CONDITIONS ----------------------------------------------------------------- 4

2.1       EXISTING CONDITIONS --------------------------------------------------------------------------------------------------------------- 4

2.2     LEASED PREMISES---------------------------------------------------------------------------------------------------------------------- 5
   2.2.1 Leased Land -------------------------------------------------------------------------------------------------------------------------- 5
   2.2.2 Existing Improvements ------------------------------------------------------------------------------------------------------------ 5
   2.2.3 Natural Infrastructure ------------------------------------------------------------------------------------------------------------- 6
   2.2.4 Transportation and Access ------------------------------------------------------------------------------------------------------- 6
   2.2.5 Infrastructure and Utilities ------------------------------------------------------------------------------------------------------- 6
   2.2.6 Community Services --------------------------------------------------------------------------------------------------------------- 7
   2.2.7 Development Considerations---------------------------------------------------------------------------------------------------- 8


SECTION 3.0             PROJECT REQUIREMENTS ------------------------------------------------------------ 10

3.1       GOVERNMENT LEASE CONSIDERATION --------------------------------------------------------------------------------------- 10

3.2       TRANSACTION EXPENSES ---------------------------------------------------------------------------------------------------------- 10

3.3       LEASE TERM --------------------------------------------------------------------------------------------------------------------------- 10

3.4       LEASE EXPIRATION ------------------------------------------------------------------------------------------------------------------ 10

3.5       TAXES ------------------------------------------------------------------------------------------------------------------------------------ 11

3.6       COMMUNITY SUPPORT FACILITIES AND SERVICES ------------------------------------------------------------------------ 11

3.7       INSURANCE REQUIREMENTS ----------------------------------------------------------------------------------------------------- 11

3.8       PAYMENT AND PERFORMANCE BONDS --------------------------------------------------------------------------------------- 11




Generic RFQ 07.22.2009                                                                                                                                i
                                                                                                       RFQ Number AFRPA-FY-XXXX
                                                                                           Basename AFB Enhanced Use Lease Project

3.9      LAND USE RESTRICTIONS ---------------------------------------------------------------------------------------------------------- 12

3.10     ACCESSIBILITY ------------------------------------------------------------------------------------------------------------------------- 12

3.11     MUNICIPAL SERVICES TO BE PROVIDED BY THE GOVERNMENT ------------------------------------------------------- 12

3.12     GOVERNMENT SUPPLIED UTILITIES -------------------------------------------------------------------------------------------- 12

3.13     DEVELOPMENT AGREEMENT ----------------------------------------------------------------------------------------------------- 12

3.14     FINANCING AT [LEASE EXECUTION] -------------------------------------------------------------------------------------------- 13

3.15     LESSEE EQUITY CONTRIBUTION-------------------------------------------------------------------------------------------------- 13

3.16     CROSS COLLATERALIZATION AND CROSS DEFAULT ------------------------------------------------------------------------ 13

3.17     PROJECT FINANCIAL VIABILITY AND SUSTAINABILITY -------------------------------------------------------------------- 13

3.18    SPECIFIC ESCROW ACCOUNTS ---------------------------------------------------------------------------------------------------- 13
   3.18.1    In-kind Consideration Account -------------------------------------------------------------------------------------------- 13
   3.18.2    Demolition Reserve Account ----------------------------------------------------------------------------------------------- 14

3.19     RELATED PARTY FEES --------------------------------------------------------------------------------------------------------------- 14

3.20     ANTI-TERRORISM/FORCE PROTECTION AND DAVIS BACON ACT ------------------------------------------------------ 14

3.21     CONSTRUCTION CONSULTANT --------------------------------------------------------------------------------------------------- 14

3.22     CODES STANDARDS AND REGULATIONS -------------------------------------------------------------------------------------- 14

3.23     PERMITS -------------------------------------------------------------------------------------------------------------------------------- 15

3.24     CERTIFICATE OF COMPLIANCE --------------------------------------------------------------------------------------------------- 15

3.25     PROFESSIONAL CERTIFICATION -------------------------------------------------------------------------------------------------- 15

3.26     CONSTRUCTION CONFERENCES ------------------------------------------------------------------------------------------------- 15

3.27     RELOCATION PLAN ------------------------------------------------------------------------------------------------------------------ 15

3.28     ACCESS AND FENCING -------------------------------------------------------------------------------------------------------------- 15

3.29     HISTORIC PRESERVATION PLAN ------------------------------------------------------------------------------------------------- 16

3.30     DEMOLITION PLAN ------------------------------------------------------------------------------------------------------------------ 16

3.31     DISPOSAL SITE ------------------------------------------------------------------------------------------------------------------------ 16

3.32     PROPERTY OPERATIONS ----------------------------------------------------------------------------------------------------------- 16

3.33     RESTRICTIONS ON FOREIGN PARTICIPATION -------------------------------------------------------------------------------- 16

3.34     ENVIRONMENTAL COMPLIANCE ------------------------------------------------------------------------------------------------ 16



Generic RFQ 07.22.2009                                                                                                                            ii
                                                                                                           RFQ Number AFRPA-FY-XXXX
                                                                                               Basename AFB Enhanced Use Lease Project

   3.34.1        Environmental Due Diligence ---------------------------------------------------------------------------------------------- 17
   3.34.2        Asbestos Containing Material (ACM) ------------------------------------------------------------------------------------ 17
   3.34.3        Lead-Based Paint (LBP)/Lead-Based Paint Hazards (LBPH) -------------------------------------------------------- 17
   3.34.4        Radon----------------------------------------------------------------------------------------------------------------------------- 18
   3.34.5        Underground Storage Tanks (USTs) and Oil Water Separators (OWS) ----------------------------------------- 18
   3.34.6        Soil -------------------------------------------------------------------------------------------------------------------------------- 18
   3.34.7        Environmental Planning and Consultation Laws, Regulations, and Presidential Executive Orders ----- 18

3.35      PORTFOLIO MANAGEMENT REPORTING REQUIREMENTS -------------------------------------------------------------- 19


SECTION 4.0             INSTRUCTIONS TO OFFERORS ------------------------------------------------------- 20

4.1     GENERAL -------------------------------------------------------------------------------------------------------------------------------- 20
   4.1.2 Cancellation of the RFQ by the Government ------------------------------------------------------------------------------ 20
   4.1.3 Hold Harmless --------------------------------------------------------------------------------------------------------------------- 20
   4.1.4 Amendments to RFQ ------------------------------------------------------------------------------------------------------------- 20

4.2       ESTABLISHING EVALUATION RANGE ------------------------------------------------------------------------------------------- 20

4.3       DISCUSSIONS -------------------------------------------------------------------------------------------------------------------------- 20

4.4       ORAL PRESENTATIONS ------------------------------------------------------------------------------------------------------------- 21

4.5       RESTRICTION ON DISCLOSURE AND USE OF DATA ------------------------------------------------------------------------- 21

4.6       CONFLICT OF INTEREST ------------------------------------------------------------------------------------------------------------- 21

4.7     SUBMISSION OF OFFERS ----------------------------------------------------------------------------------------------------------- 22
   4.7.1 Electronic, Telegraphic, or Facsimile Offers ------------------------------------------------------------------------------- 22
   4.7.2 Submittal Due Dates ------------------------------------------------------------------------------------------------------------- 22
   4.7.3 Proposal Packaging --------------------------------------------------------------------------------------------------------------- 22

4.8     SUBMITTAL REQUIREMENTS ----------------------------------------------------------------------------------------------------- 22
   4.8.1 Mandatory Clauses --------------------------------------------------------------------------------------------------------------- 22
   4.8.2 Proposal Presentation ----------------------------------------------------------------------------------------------------------- 22
   4.8.3 RFQ Number ----------------------------------------------------------------------------------------------------------------------- 23
   4.8.4 Volume Sections ------------------------------------------------------------------------------------------------------------------ 23
   4.8.5 Incomplete Submittals ---------------------------------------------------------------------------------------------------------- 23

4.9       EXECUTION OF PROPOSAL -------------------------------------------------------------------------------------------------------- 23

4.10    Late Submissions, Modifications, and Withdrawals of Proposals ----------------------------------------------------- 23
   4.10.1    Late Submissions -------------------------------------------------------------------------------------------------------------- 23
   4.10.2    Withdrawals of Proposals --------------------------------------------------------------------------------------------------- 24

4.11      EVIDENCE OF DATES AND TIMES OF MAILING RECEIPTS ----------------------------------------------------------------- 24

4.12      ELECTRONIC COPIES ----------------------------------------------------------------------------------------------------------------- 24

4.13      FINANCIAL PRO FORMA ------------------------------------------------------------------------------------------------------------ 25

4.14      SUBMITTAL REQUIREMENTS FOR ALL OFFERORS -------------------------------------------------------------------------- 26



Generic RFQ 07.22.2009                                                                                                                                iii
                                                                                                        RFQ Number AFRPA-FY-XXXX
                                                                                            Basename AFB Enhanced Use Lease Project

   4.14.1       Material Changes-------------------------------------------------------------------------------------------------------------- 26

4.15    VOLUME I: PROJECT CONCEPT SUBMITTAL REQUIREMENTS ----------------------------------------------------------- 27
   4.15.1   Part A: Factor 1 – Concept -------------------------------------------------------------------------------------------------- 27
   4.15.2   Part B: Factor 2 - Return to the Government -------------------------------------------------------------------------- 29

4.16    VOLUME II: CAPABILITY AND EXPERIENCE SUBMITTAL REQUIREMENTS ------------------------------------------- 29
   4.16.1   Part A: Factor 3 – Capability and Experience -------------------------------------------------------------------------- 29
   4.16.2   Part B: Factor 3 – Past Performance ------------------------------------------------------------------------------------- 30


SECTION 5.0            BASIS OF SELECTION ------------------------------------------------------------------ 31

5.1       STRATEGY ------------------------------------------------------------------------------------------------------------------------------ 31

5.2       EVALUATION FACTORS AND SUBFACTORS AND THEIR RELATIVE ORDER OF IMPORTANCE ------------------ 31

5.3       PROJECT PROPOSAL RATINGS ---------------------------------------------------------------------------------------------------- 32

5.4       PAST PERFORMANCE --------------------------------------------------------------------------------------------------------------- 33

5.5     FACTOR 1: CONCEPT ---------------------------------------------------------------------------------------------------------------- 34
   5.5.1 Subfactor 1.1: Market Analysis------------------------------------------------------------------------------------------------ 34
   5.5.2 Subfactor 1.2: Land Plan -------------------------------------------------------------------------------------------------------- 35
   5.5.3 Subfactor 1.3: Financing -------------------------------------------------------------------------------------------------------- 35
   5.5.4 Subfactor 1.4: Marketing and Leasing Strategy -------------------------------------------------------------------------- 35
   5.5.5 Subfactor 1.5: Property and Asset Management ------------------------------------------------------------------------ 35

5.6     FACTOR 2: RETURN TO THE GOVERNMENT ---------------------------------------------------------------------------------- 35
   5.6.1 Subfactor 2.1: Value ------------------------------------------------------------------------------------------------------------- 35
   5.6.2 Subfactor 2.2: Risk Mitigation ----------------------------------------------------------------------------------------------- 35

5.7     FACTOR 3: CAPABILITY AND EXPERIENCE ------------------------------------------------------------------------------------- 35
   5.7.1 Subfactor 3.1: Management Team Experience and Financial Capability ------------------------------------------ 35
   5.7.2 Subfactor 3.2: Past Performance --------------------------------------------------------------------------------------------- 35


SECTION 6.0            HIGHEST RANKED OFFEROR EXCLUSIVE NEGOTIATIONS ------------------------ 36

6.1       STRATEGY ------------------------------------------------------------------------------------------------------------------------------ 36

6.2       LEGAL DOCUMENTATION --------------------------------------------------------------------------------------------------------- 36


SECTION 7.0 CONRESSIONAL NOTIFICATION AND REPORTING REQUIREMENTS --------------- 37

7.1       DOCUMENTATION ------------------------------------------------------------------------------------------------------------------- 37

7.2       CLARIFICATIONS ---------------------------------------------------------------------------------------------------------------------- 37




Generic RFQ 07.22.2009                                                                                                                           iv
                                                                         RFQ Number AFRPA-FY-XXXX
                                                             Basename AFB Enhanced Use Lease Project

                                        LIST OF APPENDICES


Appendix A – Legal Description of the Leased Land
Appendix B – Third Party Property Interest
Appendix C – Environmental Baseline Survey
Appendix D – Insurance Requirements
Appendix E – Utility Sales Rates
Appendix F – Non-Disclosure Agreement
Appendix G – Mandatory Clauses
Appendix H – Offerors Cover Page




Generic RFQ 07.22.2009                                                                             v
                                                                                                               RFQ Number AFRPA-FY-XXXX
                                                                                                   Basename AFB Enhanced Use Lease Project

                                                                  LIST OF TABLES


Table 1 – Existing Improvements by Area..................................................................................................... #
Table 2 – Acreage of the Leased Land .......................................................................................................... #
Table 3 – Existing Improvements by Parcel .................................................................................................. #
Table 4 – Volume Submittals for All Offerors ............................................................................................... #
Table 5 – Evaluation Factors and Subfactors – Order of Importance ........................................................... #
Table 6 – Ratings ........................................................................................................................................... #
Table 7 – Subfactor 3.2 Ratings..................................................................................................................... #
Table 8 – Contact(s) for Clarifications ........................................................................................................... #




Generic RFQ 07.22.2009                                                                                                                                      vi
                                                                            RFQ Number AFRPA-FY-XXXX
                                                                Basename AFB Enhanced Use Lease Project



                                                 KEY
The following shows the meaning of each of the different text and highlight colors used throughout the
document and the appendices:


Text or highlight color       Description

Grey-highlighted text         Sections and/or text not to be changed without Government approval.

[Red font text]               General instructions to the RFP editor or generic character fields that must be
                              replaced with project-specific information

Black font text               Standard text that may be replaced with project-specific information, if
                              necessary

Red-highlighted text          Sections and/or text that is pending review

Turquoise-highlighted text    Sections and/or text that demand a cross-check for the most current reference
                              and/or Internet address

Yellow-highlighted text       Specific sectional notes and/or directions that are provided as comments
                              throughout the document




Generic RFQ 07.22.2009                                                                                   vii
                                                                              RFQ Number AFRPA-FY-XXXX
                                                                  Basename AFB Enhanced Use Lease Project

                         SECTION 1.0          EXECUTIVE SUMMARY
1.1     AUTHORITY
      Enhanced Used Leasing (“EUL”) is provided under the authority of Title 10 U.S.C. Section 2667 (the
      “Enabling Statute”), as amended. This authority allows military installations to lease land and
      facilities to private or public entities in exchange for cash or in-kind consideration in an amount
      not less than the fair market value of the Government’s leasehold interest in the Leased Premises
      (as defined in Section 1.2 below).
      Pursuant to this authority, the Department of the Air Force (the “Government”) is issuing a
      Request for Qualifications (the “RFQ”) to solicit proposals from qualified entities (“Offeror(s)”)
      interested in entering into an EUL with the Government by means of a site development lease (the
      “Lease”).
1.2     PROJECT
      The Government has identified certain real property on Basename AFB available for leasing, in
      whole or in part, consisting of XXX parcel(s) of real property as more fully described in the
      attached Appendix A (the “Leased Land”). The Leased Land contains certain Government-owned
      improvements and personal property, as described in Section 1.3.1.1, that will, unless otherwise
      provided in this RFQ, be leased to the Highest Ranked Offeror (the “HRO”; as used herein the term
      “HRO” shall include any successors or assigns of the HRO approved by the Government or, in the
      event that the Government terminates negotiations with an HRO as set forth herein, then the
      term “HRO” shall mean the new HRO (as defined below)) upon execution of the [Lease] [Note: if a
      multi-phased Project substitute “Master Development Agreement”+ (the “Existing
      Improvements”). The term “Leased Premises” includes Leased Land and Existing Improvements, if
      any. The Leased Premises will contain certain additional improvements and personal property to
      be constructed or placed on the Leased Land by the HRO and owned, operated, and maintained
      by the HRO in accordance with the Lease (the “EUL Improvements”). The Leased Premises and
      EUL Improvements are collectively referred to herein as the “Project.”
      The Government is looking to the development community to determine a means of maximizing
      the value of the Leased Premises. Offerors are encouraged to consider all opportunities that
      provide a direct benefit to the Government consistent with the requirements set forth in Section
      3.
      Upon selection, the Offeror will finalize plans for development and operation of the Project in a
      manner that is acceptable to the Government.
1.3     EUL GOALS
      The goals of the Project are to identify the Offeror who can best:
       Develop a successful, long-term, mutually beneficial business relationship with the
        Government;
       Maximize the value of the Project to the Government within the constraints and restrictions
        identified by the RFQ;
       Design and develop the Project in a manner that is compatible with Government uses on land
        located adjacent to the Leased Premises;
       Design, construct, finance, own, operate, maintain and manage the Project consistent with
        best commercial practices as determined by the Government;



Generic RFQ 07.22.2009                                                                                 1
                                                                                  RFQ Number AFRPA-FY-XXXX
                                                                      Basename AFB Enhanced Use Lease Project

       Deliver in-kind consideration to the Government in an amount not less than the fair market
        value of the Government's leasehold interest in the Leased Premises; and
       Maintain positive relations with local governmental authorities and the communities adjacent
        to the Project.
          [Add Project specific goals, if any.]
          1.3.1   Project Concept
                  The Project involves a non-Federal Acquisition Regulation (FAR) real estate transaction
                  with the HRO, under which the Government proposes to lease the Leased Premises as
                  described in Sections 1.3.1.1 and 1.3.1.2 to the HRO ‘as is’/'where is' for the Lease Term
                  as described in Section 1.3.2. The HRO shall obtain any necessary financing, and design,
                  construct, operate, maintain and manage the Project for the Lease Term. The HRO shall
                  provide the Government in-kind consideration in an amount that is not less than the fair
                  market value of the leasehold interest in the Leased Land.
                  1.3.1.1 Existing Improvements
                          At the Lease execution, the Government will lease the Leased Premises,
                          described in this Section and Section 1.3.1.2, including [number of existing
                          facilities] existing facilities located on Parcels [A, B and C] as further described in
                          Section 2.0, Existing Conditions. Any restrictions specific to individual facilities
                          are identified in Sections 2.0 and 3.0.
                          Table 1 below provides a list of the facilities to be leased to the HRO.
                                            Table 1 – Existing Improvements by Area
                               FACILITY              SQUARE FOOTAGE                     YEARS BUILT
                               Facility A                   XXX                           19XX-XX
                               Facility B                   XXX                           19XX-XX
                               Facility C                   XXX                           19XX-XX
                                TOTAL                       XXX


                          [Describe here any personal property that may be leased with the facilities listed
                          in Table 1.]
                  1.3.1.2 Leased Land
                          At Lease execution, the Government will lease approximately XXX acres of land
                          to the HRO consisting of XXX parcel(s) as identified in the following table:




Generic RFQ 07.22.2009                                                                                         2
                                                                              RFQ Number AFRPA-FY-XXXX
                                                                  Basename AFB Enhanced Use Lease Project

                                          Table 2 – Acreage of the Leased Land
                             LAND AREA                             APPROXIMATE ACRES
                               Parcel A                                     XXX
                               Parcel B                                     XXX
                               Parcel C                                     XXX
                                TOTAL                                       XXX


        1.3.2. Lease Term
                  The maximum term of the Lease is 50 years (the “Lease Term”). The Offeror may
                  propose a Lease Term of less than 50 years. [Note: If a multi-phased Project add the
                  following: The maximum term of a Site Development Lease for each portion of the
                  Development Agreement is 50 years (the “Lease Term”). The Offeror may propose a
                  Lease Term of less than 50 years.]
1.4     PROPOSAL SUBMITTALS AND SELECTION OF OFFEROR
        Existing conditions, Project requirements and additional information are included in Sections 2.0
        and 3.0. Offerors should use this information when developing their proposals, but need not
        submit all items specified in Section 3.0. Specific proposal submittal and evaluation
        requirements are outlined in Sections 4.0 and 5.0. After evaluating all Offerors’ proposals, the
        Government will determine the proposal most advantageous to the Government and identify
        the HRO using the factors and sub-factors described in Sections 4.0 and 5.0. After identification
        of the HRO, the Government will enter into exclusive negotiations with the HRO to address all of
        the requirements set forth in Sections 3.0 and 6.0.
1.5     SMALL BUSINESS
        No evaluation credit will be provided for small business participation.
1.6     PROJECT DOCUMENTS
        The Air Force Real Property Agency (ARFPA) EUL Website (http://www.airforceeul.com) contains
        template legal documents that reflect terms and conditions essential to the Government.
        Offerors are encouraged to familiarize themselves with those templates to gain an
        understanding of these essential terms and conditions. Absent Government agreement to the
        contrary during negotiations with the HRO, (i) such terms and conditions will be included in the
        final Project Documents, as defined below, and (ii) the format of the final Project Documents
        will be substantially similar to the template legal documents. The Project Documents necessary
        to implement the Project shall include, but are not necessarily limited to, the following:
           Lease;
           Development Agreement, including, but not limited to, the following plans and agreements:
               Land Plan;
               Organization Plan;
               Pro Forma;
               Marketing and Leasing Plan;



Generic RFQ 07.22.2009                                                                                 3
                                                                              RFQ Number AFRPA-FY-XXXX
                                                                  Basename AFB Enhanced Use Lease Project

               Property and Asset Management Plan;
               Risk Mitigation Plan;
               Construction management Plan;
               In-kind Consideration Plan;
               Development Agreement Site Plan;
               Relocation Plan;
               Historic Preservation Plan;
               Police and Fire Plan;
               Utilities Plan;
               Demolition Plan;
           UCC-1 Financing Statement(s) and other security agreements;
           Escrow Agreement; and
           Legal Opinion Letters (Government and HRO).
                     SECTION 2.0              EXISTING CONDITIONS
2.1     EXISTING CONDITIONS
        To the best of the Government's Actual Knowledge, the Government is not aware of any existing
        conditions that would prevent development on the Leased Land, except as can be reasonably
        inferred from the information on the environmental conditions and constraints as disclosed or
        made available to the Offerors. The Government will provide Offerors with access to all relevant
        environmental documentation concerning the Leased Premises known, to the best of the
        Government’s Actual Knowledge, to be in the Government’s possession. Prior to executing a
        lease, the Government will complete an Environmental Baseline Survey (EBS) of the Leased
        Premises and deliver a copy of the EBS to the HRO. The EBS sets forth, in a manner consistent
        with relevant American Society for Testing and Materials (ASTM) due diligence standards, those
        environmental conditions and matters known, to the best of the Government’s Actual
        Knowledge, to be on and affecting the Leased Premises as determined from the records and
        analyses reflected therein, and existing as of the date stated in the EBS. As used in this RFQ, the
        term "Actual Knowledge" means the knowledge actually known to the installation's
        environmental office or that could be reasonably inferred to have been known to the
        installation's environmental office after commercially reasonable investigation.
        [Option 1:       The HRO shall be responsible, at its own expense, for preparing an
        environmental analysis to the satisfaction of the Government of the reasonably foreseeable
        environmental impacts associated with the Project, as required by the National Environmental
        Policy Act, regulations published by the Council on Environmental Quality at 40 C.F.R. Parts 1500
        to 1508, and regulations published by the Government at 32 C.F.R. Part 989. The HRO must
        complete the environmental analysis prior to [Lease execution] (Note: if a multi-phased Project
        substitute “Master Development Agreement execution”)]; or
        [Option 2:     If the Air Force will conduct NEPA, insert instead: The Government shall
        conduct, at the Government’s expense, the environmental analysis of the reasonably
        foreseeable environmental impacts associated with the Project, as required by the National
        Environmental Policy Act, regulations published by the Council on Environmental Quality at 40


Generic RFQ 07.22.2009                                                                                   4
                                                                                RFQ Number AFRPA-FY-XXXX
                                                                    Basename AFB Enhanced Use Lease Project

        C.F.R. Parts 1500 to 1508, and regulations published by the Government at 32 C.F.R. Part 989.
        The HRO will provide information as requested by the Government in the preparation of the
        analysis.]
        The HRO and Government shall reach an agreement with respect to the physical appearance
        and condition of the Existing Improvements on the Leased Land as shown in Table 1, and shall
        prepare and execute a Physical Condition Report evidencing their agreement.
        The Leased Premises will be leased to the HRO “as-is/where-is” without any warranties,
        representations or guarantees, either expressed or implied, of any kind, nature or type
        whatsoever, from or on behalf of the Government. The Government is leasing the Leased Land
        subject to both recorded and unrecorded third party property interests in the Project. To the
        best of the Government's Actual Knowledge, a list of third party property interests in the Project
        is attached hereto as Appendix B.
2.2     LEASED PREMISES
        2.2.1   Leased Land
                The Leased Land is generally shown on Appendix A. Refer to Table(s) 1 and 2 in Section
                1.0 for summaries of the Existing Improvements and Leased Land.
                The Leased Land consists of approximately XXX acres on XXX Parcels (Parcels X and X)
                located [generally describe the location and surrounding uses]. The topography of the
                Leased Land includes [generally describe topography and site features]. The description
                of the Leased Land set forth in 2.2.1 is only intended to be a general description of the
                Leased Land and it shall be the responsibility of the HRO to perform any due diligence
                investigations necessary to ascertain a more accurate description of the Leased Land.
        2.2.2   Existing Improvements
                The Leased Land is improved with the Existing Improvements described in Table 3
                below. The table describes the Existing Improvements on the Leased Land, including, to
                the best of the Government's Actual Knowledge, approximate square feet, type of
                construction, year constructed, current tenants, date of last major renovations, and
                whether or not any facilities are designated as listed or eligible for listing in the National
                Register of Historic Places. The description of the Existing Improvements set forth in
                Table 3 is only intended to be a general description of the Existing Improvements and it
                shall be the responsibility of the HRO to perform any due diligence investigations
                necessary to ascertain a more accurate description of the Existing Improvements.




Generic RFQ 07.22.2009                                                                                      5
                                                                                   RFQ Number AFRPA-FY-XXXX
                                                                       Basename AFB Enhanced Use Lease Project

                                     Table 3 – Existing Improvements by Parcel
           FACILITY         SQUARE        TYPE OF         YEAR         CURRENT        LAST
PARCEL                                                                                             HISTORIC
            TYPE             FEET      CONSTRUCTION    CONSTRUCTED     TENANTS     RENOVATION

  A         Office           XXXX          XXXX           XXXX          None          XXXX           None
          Warehouse          XXXX          XXXX           XXXX          None          XXXX           None
            Parking
                             XXXX          XXXX           XXXX          None          XXXX           None
            Garage
   B        Office           XXXX          XXXX           XXXX          None          XXXX           None
          Warehouse          XXXX          XXXX           XXXX          None          XXXX           None
            Parking
                             XXXX          XXXX           XXXX          None          XXXX           None
            Garage
   C        Office           XXXX          XXXX           XXXX          None          XXXX           None
          Warehouse          XXXX          XXXX           XXXX          None          XXXX           None
            Parking
                             XXXX          XXXX           XXXX          None          XXXX           None
            Garage
 TOTAL                       XXXX



         2.2.3        Natural Infrastructure
                      The following is a general description of the appurtenances and natural features
                      associated with the Leased Premises.
                      [Identify any natural infrastructure assets available on the property including, but not
                      limited to, water rights, air credits, mineral rights, timber, wetland bank credits, and
                      utility-related rights. (Refer to base Natural Infrastructure Plan).]
                      The description of the appurtenances and natural features set forth in 2.2.3 is only
                      intended to be a general description and it shall be the responsibility of the HRO to
                      perform any due diligence investigations necessary to ascertain a more accurate
                      identification and description of the appurtenances and natural features associated with
                      the Leased Land.
         2.2.4        Transportation and Access
                      The following is a general description of the permitted transportation means and ingress
                      and egress to and from the Leased Premises:
                      [Describe transportation and access for the Leased Land.]
         2.2.5        Infrastructure and Utilities
                      The following is a general description of the infrastructure and utility systems, (e.g.,
                      roads, water, sewer, electric, natural gas, and steam) associated with the Leased
                      Premises. Utility systems as they currently exist may not be capable of supporting
                      Project development. The description of the infrastructure and utility systems set forth
                      in 2.2.5 is only intended to be a general description of such infrastructure and utility
                      systems and it shall be the responsibility of the HRO, at its sole cost and expense, to
                      construct, expand or otherwise alter utility systems necessary to support Project
                      development. The Government does not make any representations or warranties of
                      any kind, express or implied, relating to the condition, merchantability or fitness for a
                      particular purpose of such infrastructure and utility systems, including, without
                      limitation, their suitability for the HRO's development of the Leased Premises or the
                      status of such infrastructure's and utility systems' maintenance or operation.




Generic RFQ 07.22.2009                                                                                        6
                                                                              RFQ Number AFRPA-FY-XXXX
                                                                  Basename AFB Enhanced Use Lease Project

                2.2.5.1 Electrical
                         *Indicate “not applicable” or identify the entity(s) that owns, operates, or
                         services these systems.        Provide system information, i.e., describe
                         overhead/underground distribution, primary/secondary lines, transformers,
                         street lighting, capacity and constraints, construction dates, renovations,
                         demarcation points for lease and general condition.]
                2.2.5.2 Natural Gas
                         *Indicate “not applicable” or provide system information.+
                2.2.5.3 Steam/Chilled Water
                         *Indicate “not applicable” or provide system information.+
                2.2.5.4 Water
                         *Indicate “not applicable” or provide system information.]
                2.2.5.5 Sewer
                         *Indicate “not applicable” or provide system information.+
                2.2.5.6 Storm Drainage
                         *Indicate “not applicable” or provide system information.+
                2.2.5.7 Telephone
                         *Indicate “not applicable” or provide system information.+
                2.2.5.8 Computer Network Lines
                         *Indicate “not applicable” or provide system information.+
                2.2.5.9 Cable TV
                         *Indicate “not applicable” or provide system information+
                2.2.5.10 Pavements
                         *Indicate “not applicable” or provide system information.+
        2.2.6   Community Services
                [Identify any community services (e.g., police and fire, security, refuse and recycling,
                grounds maintenance) currently supporting this asset and whether these services will be
                available for the Project once leased.]
                2.2.6.1 Police and Fire Protection Services
                         *Indicate “not applicable” or describe the services that are provided and
                         whether they would be available on a reimbursement basis for the Project once
                         leased.]
                2.2.6.2 Security Services
                         *Indicate “not applicable” or describe the services that are provided and
                         whether they would be available on a reimbursement basis for the Project once
                         leased.]




Generic RFQ 07.22.2009                                                                                 7
                                                                               RFQ Number AFRPA-FY-XXXX
                                                                   Basename AFB Enhanced Use Lease Project

                2.2.6.3 Refuse and Recycling
                         *Indicate “not applicable” or contract information, e.g., refuse collection and
                         recycling services are currently performed by [Company Name] pursuant to a
                         contract that expires on [period of performance]. State that these contracts will
                         be terminated as to the Project upon execution of the [lease]. (Note: if a multi-
                         phased Project substitute “Master Development Agreement”)]
                2.2.6.4 Snow and Ice Removal
                         *Indicate “not applicable” or contract information, e.g., snow and ice removal
                         services are currently performed by [Company Name] pursuant to a contract
                         that expires on [period of performance]. State that these contracts will be
                         terminated as to the Project upon execution of the [lease] (Note: if a multi-
                         phased Project substitute “Master Development Agreement”)].
                2.2.6.5 Grounds Maintenance
                         *Indicate “not applicable” or contract information, e.g., ground maintenance
                         services are currently performed by [Company Name] pursuant to a contract
                         that expires on [period of performance]. State that these contracts will be
                         terminated as to the Project upon execution of the [lease] (Note: if a multi-
                         phased Project substitute “Master Development Agreement”)+.
                2.2.6.6 Other Contracts
                         [Indicate base-specific information.]
        2.2.7   Development Considerations
                2.2.7.1 Security
                         The following is a general description of the security and force protection
                         considerations associated with the Project.
                         [Option 1        If the EUL Improvements are to be located within the
                         boundaries of the Installation’s perimeter fence, the Government will provide
                         law enforcement, fire, and other emergency services to the Project on a
                         reimbursable basis in accordance with Section 3.11 below. Access to the Base is
                         generally limited to military members and retirees, their dependents, and
                         Basename AFB civilian Government employees. The Government reserves the
                         right to establish criteria for entry of personnel, vehicles, and equipment onto
                         Basename AFB to include the processing and issuance of entry credentials and
                         vehicle passes for contractors, subcontractors, commercial deliveries, residents
                         and guests.]; or
                         [Option 2        Note: Before using Option 2, confirm that Leased Land is not
                         subject to exclusive federal jurisdiction and that municipal providers will provide
                         emergency services to the Project. If the EUL Improvements are to be located
                         outside the boundaries of the Installation’s perimeter fence, law enforcement,
                         fire, and other emergency services are to be provided to the Project by
                         municipal providers. Access to the Base is generally limited to military members
                         and retirees, their dependents, and Basename AFB civilian Government
                         employees. The Government reserves the right to establish criteria for entry of
                         personnel, vehicles, and equipment onto Basename AFB to include the



Generic RFQ 07.22.2009                                                                                    8
                                                                               RFQ Number AFRPA-FY-XXXX
                                                                   Basename AFB Enhanced Use Lease Project

                         processing and issuance of entry credentials and vehicle passes for contractors,
                         subcontractors, commercial deliveries, residents, and guests.]
                2.2.7.2 Environmental Considerations
                         An Environmental Baseline Survey (EBS) was completed and revealed [briefly
                         describe the EBS findings in the Executive Summary, e.g., asbestos, lead-based
                         paint, and chlordane in and around the Project site; however, the survey did not
                         reveal any environmental conditions that would delay leasing of the Leased
                         Premises. Note any issues by parcel as appropriate]. See Appendix C.
                2.2.7.3 Historical, Cultural, and Archeological Resources
                         [Identify and discuss any assets designated for the Project either listed or
                         eligible to be listed on the National Register of Historic Buildings, if applicable.
                         Identify the federal, state, or local historic preservation organizations that have
                         regulatory authority over historic properties. Also identify any known cultural
                         or archeological resources associated with the asset.]
                2.2.7.4 Regulatory Issues
                         The Leased Premises is subject to all applicable federal and state environmental
                         laws and regulations, including but not limited to, the National Environmental
                         Policy Act, Executive Order 11990 Protection of Wetlands, and Executive Order
                         11988 Floodplain Protection. The HRO shall be responsible for ensuring
                         compliance with all applicable federal and state environmental laws and
                         regulations. The HRO shall also comply with the Basename AFB Integrated
                         Natural Resource Management Plan (INRMP) and Basename AFB Cultural
                         Resource Management Plan (CRMP). The Government will provide the HRO a
                         reasonable opportunity to review and comment on any proposed revisions to
                         the INRMP or CRMP that may affect the Leased Land. [Note: Delete either or
                         both of the foregoing plans if the Base does not have such a plan or such plan
                         does not pertain to the Leased Land.]
                         [Insert other specific Base environmental management plans, but only when the
                         HRO's compliance with such plans is required, as a matter of law, to satisfy
                         environmental laws and regulations applicable to the Air Force.]
                2.2.7.5 Zoning
                         To the best of the Government's Actual Knowledge, the zoning classification for
                         the off-base area adjacent to the Leased Land is [_______]. It is the
                         Government's intent that any EUL development be compatible with the
                         adjacent zoning classifications and land uses as is commercially practicable.
                         Plans inconsistent with adjacent zoning classifications and municipal master
                         land use plans, including, but not limited to, reasonable transition and buffer
                         zones, must be approved by the Government.
                         [Discuss any regulations that are unique to the development of the asset, e.g.,
                         CZMA restrictions.]
                2.2.7.6 Legislative Jurisdiction
                         The legislative jurisdiction of the Project property is [_____]. [Note: If exclusive
                         or concurrent Federal jurisdiction, add the following: “The Government reserves



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                                                                              RFQ Number AFRPA-FY-XXXX
                                                                  Basename AFB Enhanced Use Lease Project

                         the right to seek the retrocession of jurisdiction of the Leased Land. By
                         proceeding with negotiations with the Government, the HRO acknowledges and
                         agrees that such retrocession may not be a basis for a claim by the HRO
                         pertaining to property taxes or other costs resulting from such retrocession.”]
                2.2.7.7 Municipality
                         The Project [is/is not] within the City/Township/Village name municipal limits.
                   SECTION 3.0              PROJECT REQUIREMENTS
This Section 3.0 addresses Project requirements. Although Offerors shall use this information when
developing their proposals, not all items specified in this Section 3.0 are submittal requirements.
Offerors should expect these Project requirements to be reflected in the Project Documents. Specific
proposal submittal requirements and evaluation standards are outlined in Sections 4.0 and 5.0.
3.1     GOVERNMENT LEASE CONSIDERATION
        The Government shall receive rent in the form of in-kind consideration in a total amount not
        less than the fair market value of the Government's leasehold interest in the Leased Premises.
        The HRO’s payment of consideration to the Government may be in the form of Project revenue
        and/or profit sharing. It is anticipated that a [Insert type of in-kind consideration under 10 USC
        2667(c) (1): [construction] [service]] Project will be the preferred form of in-kind consideration
        although the Government reserves the right to request any of the allowable forms of
        consideration as contemplated by the Enabling Statute.
        During exclusive negotiations, the Government and the HRO will develop and agree to the
        processes by which the HRO will deliver the in-kind consideration to the Government. In
        general, the HRO will be required to enter into an escrow or other trust arrangement, which
        may name the HRO as an account holder/owner, for the benefit of the Government, and it is
        contemplated that all proceeds to be used to provide the in-kind consideration shall be
        deposited into such escrow or trust account. The Government will not be the account
        holder/owner of any such account. Withdrawals and disbursements from the escrow or trust
        account shall be at the sole discretion of the Government.
3.2     TRANSACTION EXPENSES
        The HRO shall be required to make a cash payment to the Government at [Lease execution]
        [Note: if a multi-phased Project substitute “Master Development Agreement execution”] in an
        amount equal to the Government’s direct costs of the Project transaction. The Government
        estimates the amount of this payment to be $XXX. The Government shall provide the HRO
        notice of the actual amount of this payment, as determined by the Government, prior to [Lease
        execution] [Note: if a multi-phased Project substitute “Master Development Agreement
        execution”].
3.3     LEASE TERM
        The Lease Term shall be the minimal period necessary to support the financing of the Project or
        other development considerations, but in no event shall the Lease Term exceed 50 years.
3.4     LEASE EXPIRATION
        Upon the expiration or earlier termination of the Lease, the HRO shall, at no cost to the
        Government and to the reasonable satisfaction of the Government, demolish or remove all or a
        portion of, as designated by the Government, the Existing Improvements, EUL Improvements


Generic RFQ 07.22.2009                                                                                     10
                                                                              RFQ Number AFRPA-FY-XXXX
                                                                  Basename AFB Enhanced Use Lease Project

        and/or other structures or improvements located on the Leased Land; abandon, vacate or
        remove utilities from the Leased Land; restore the Leased Land; and surrender and deliver
        exclusive possession of the Leased Premises to the Government. Alternatively, the Government,
        in its sole discretion, may elect to exercise either of the following two options:
           The parties may negotiate an extension of the Lease, provided that all of the following
            conditions are true: (i) the Project has been and is being properly maintained and managed
            in accordance with Project Documents; (ii) the HRO is not then in default of any of its
            obligations under the Project Documents; and (iii) the Government determines, in its sole
            discretion, that extension of the Lease is in the best interest of the Government; or
           The Government may, subject to applicable law, elect to retain all or a portion of the EUL
            Improvements located on the Leased Land, without compensation to the HRO, in lieu of
            requiring the demolition or removal of all or a portion of such improvements.
           The Government may, subject to applicable law, elect to dispose of the Leased Premises,
            offering the successful Offeror the first right to purchase the Leased Premises for fair market
            value.
3.5     TAXES
        The HRO shall be solely responsible for the payment of any property taxes, personal property
        taxes and assessments, including special assessments, utility rents, any charges imposed in lieu
        of ad valorem taxes, and all other taxes or charges levied against the Project (including the costs
        of contesting such taxes), or assessments levied against the HRO’s leasehold interest or against
        its activities or operations on the Leased Premises.
3.6     COMMUNITY SUPPORT FACILITIES AND SERVICES
        The Project shall comply with the requirements of 10 USC 2667(b) (6). If the proposed
        development activities on the Leased Premises will, as determined by the Government, provide
        merchandise or services in direct competition with “covered entities” (as such term is defined in
        10 USC 2667), the HRO must either provide covered entities with (i) the right to operate a
        community support facility or provide community support services, or (ii) equitable
        compensation in lieu of the operation of such a facility or the provision of such services.
3.7     INSURANCE REQUIREMENTS
        The HRO shall ensure that insurance policies are obtained and maintained for the Project in
        accordance with the requirements set forth in Appendix D.
3.8     PAYMENT AND PERFORMANCE BONDS
        Prior to the commencement of any phase of construction, the HRO shall deliver to the
        Government payment and performance bonds in amounts and subject to conditions deemed
        acceptable to the Government. At a minimum, all payment and performance bonds must: (i) be
        issued by a Qualified Surety; (ii) be in a form satisfactory to the Government and run in favor of
        the Government as a Dual Obligee; (iii) be in the amount of the total cost of construction per
        phase of development and/or construction; and (iv) guarantee the performance of the
        construction. The HRO may propose the use of alternative forms of surety instruments, such as
        irrevocable letters of credit, to secure its payment and performance obligations for construction
        of commercial portions of the Project. Any proposed alternative to payment and performance
        bonds shall only be acceptable if the Government determines it provides better protections of
        the Government’s interests than payment and performance bonds.



Generic RFQ 07.22.2009                                                                                  11
                                                                               RFQ Number AFRPA-FY-XXXX
                                                                   Basename AFB Enhanced Use Lease Project

3.9     LAND USE RESTRICTIONS
        The following uses are prohibited on the Leased Premises due to security and operational
        incompatibility:
           Any use that adversely affects the health, safety, morals, welfare, morale, or discipline of
            the Armed Forces.
           Any ultra-hazardous activities involving the storage, treatment, transportation, disposal or
            manufacture of hazardous materials, hazardous substances or hazardous wastes.
           [Residential] use conflicting with [the Military Housing Privatization Initiative] or otherwise
            incompatible with environmental, operational or land use constraints.
           Any Basename specific restrictions.
3.10    ACCESSIBILITY
        Common areas such as walks, streets, parking and play areas, and common entrances to
        facilities must be designed and built to be accessible. “Accessible” means the common areas
        can be approached, entered, and used by physically handicapped people and comply with the
        accessibility standards set forth in Section 4 of the Americans with Disabilities Act Accessibility
        Guidelines (ADAAG) for Buildings and Facilities, the relevant provisions of the Uniform Federal
        Accessibility Standards (UFAS) dealing with accessibility, as well as any other applicable laws and
        regulations pertaining to accessibility
3.11    MUNICIPAL SERVICES TO BE PROVIDED BY THE GOVERNMENT
        The Government may provide fire, law enforcement services, and other emergency services to
        facilities located within the Basename boundaries, unless the Project is severable from the
        remainder of the Basename and a state or local government is available to provide such
        services. These costs shall be reflected in the operating budget. The HRO will reimburse the
        Government for all actual costs incurred for these services. The Government's current annual
        estimate for the aforementioned services is $XXX. The Government will invoice for the actual
        costs when requesting reimbursement. The Government requires payment to be made by
        electronic funds transfer.
3.12    GOVERNMENT SUPPLIED UTILITIES
        If the Government agrees to furnish any utilities, the HRO shall be charged the non-DoD non-
        federal rate. Current utility rates are included in Utility Sales Rates (Appendix E). The Offeror
        shall pay a single bill to the Government monthly for all Government Supplied Utilities.
3.13    DEVELOPMENT AGREEMENT
        An Offeror’s ability to properly organize, market, finance, design, construct and operate the
        proposed Project is critical to the long-term Project viability. The HRO’s final plans, as described
        in Section 4.15 (and in this Section 3.0), shall be incorporated into a Development Agreement.
        The Development Agreement shall, among other things, describe the anticipated Project
        business arrangements with the Government, and govern the development activities as well as
        the day-to-day Project operations.
        [Note: If a multi-phased Project add the following: Contemporaneously with the Development
        Agreement, the HRO and the Government will enter into an easement agreement (the
        “Easement”). The Easement will grant the HRO sufficient access over the entire Project site (the




Generic RFQ 07.22.2009                                                                                   12
                                                                              RFQ Number AFRPA-FY-XXXX
                                                                  Basename AFB Enhanced Use Lease Project

        “Development Agreement”) to permit development planning by the HRO, and facilitate access
        for the due diligence and/or infrastructure development activities associated with the Project.
        The Development Agreement shall be planned, developed and constructed according to a
        Development Agreement Plan approved by the Government. The HRO and the Government will
        enter into a Site Development Lease for each portion of the Development Agreement as it is
        identified, demised, and leased by the HRO. Upon the execution of each Site Development
        Lease, the premises so leased will be removed from the Development Agreement subject to the
        Easement.]
3.14 FINANCING AT [LEASE EXECUTION] [NOTE: IF A MULTI-PHASED PROJECT SUBSTITUTE
“MASTER DEVELOPMENT AGREEMENT EXECUTION”]
        The Government requires that all debt financing be in place for a simultaneous financial closing
        and [Lease execution] [Note: if a multi-phased Project substitute “Master Development
        Agreement execution”] [subject to the in-kind payment arrangement agreed to by the parties].
3.15    LESSEE EQUITY CONTRIBUTION
        [Insert equity contribution requirement required by Government, if any.]
3.16    CROSS COLLATERALIZATION AND CROSS DEFAULT
        This Project is expected to “stand alone;” thus the HRO will be prohibited from cross
        collateralization and cross default of the Project with any other assets. [Note: If a multi-phased
        Project add the following: HRO may cross collateralize and cross default other Project assets.]
        Moreover, the HRO will be prohibited from assigning, pledging, hypothecating or otherwise
        transferring its interest in the net cash flows or ownership of the Project in part, or in its
        entirety, without prior written approval of the Government, which will not be unreasonably
        withheld.
3.17    PROJECT FINANCIAL VIABILITY AND SUSTAINABILITY
        The Offeror must disclose its proposed fee structure, including related party fees. The Offeror
        must have a clear approach to: 1) balancing initial development costs and long-term asset
        preservation; 2) ensuring a fair and reasonable financial return while minimizing Project risk;
        and 3) ensuring that the Government receives in-kind consideration in an amount not less than
        the fair market value of the Government's leasehold interest, to be paid in priority to debt
        service, any and all related party fees, and any investment returns to equity contributors.
        Offerors must have a quantifiable approach to capital repair and replacement over the entire
        Lease Term, and to ensuring that all structures and improvements located on the Leased
        Premises are preserved and that end-user service levels are maintained in accordance with
        commercially reasonable standards over the entire Lease Term.
3.18    SPECIFIC ESCROW ACCOUNTS
        The Government requires the establishment and maintenance of the following reserve and
        escrow accounts:
        3.18.1 In-kind Consideration Account
                The HRO will be required to own, establish and maintain an In-Kind Consideration
                Account (ICA), into which all in-kind consideration due and payable to the Government
                shall be deposited. The ICA shall be an escrow or other account, bearing interest and
                held in trust for the benefit of the Government that will be used to fund the delivery of


Generic RFQ 07.22.2009                                                                                 13
                                                                               RFQ Number AFRPA-FY-XXXX
                                                                   Basename AFB Enhanced Use Lease Project

                in-kind consideration to the Government. The HRO, its lender, equity contributors,
                investors, members and partners shall provide written acknowledgement to the
                Government that each such entity or person that, regardless of the fact that the HRO
                may be listed as the owner of the ICA, the funds in the ICA are held for the benefit of the
                Government and that the Government shall have an automatic, continuing collateral
                first lien security interest in the ICA and all funds deposited (including future deposits of
                funds) in such account and any interest earned on such funds, subject to no other liens
                or security interests regardless of: (i) the date such funds are deposited into the ICA; and
                (ii) priority of liens principles.
        3.18.2 Demolition Reserve Account
                The HRO shall establish and maintain a Demolition Reserve Account to fund the
                demolition of all facilities, Existing Improvements, EUL Improvements on the Leased
                Land and to restore the Leased Land to the reasonable satisfaction of the Government
                upon the expiration of the Lease and any extensions thereof.
3.19    RELATED PARTY FEES
        Offerors shall disclose all construction management, development management, property
        management, and any other fees that are accrued or paid to the Offeror or related parties
        during the life of this Project.
3.20    ANTI-TERRORISM/FORCE PROTECTION AND DAVIS BACON ACT
        If the Offeror proposes to provide construction as the in-kind consideration, that construction of
        any Government building(s) or structures must comply with Anti-terrorism/Force Protection and
        Davis Bacon Act requirements in addition to other Governmental construction requirements.
3.21    CONSTRUCTION CONSULTANT
        Upon the completion of exclusive negotiations, the HRO shall retain, at no cost to the
        Government, an independent construction consultant (“Construction Consultant”) to provide
        certain professional consulting services, including, but not limited to, construction supervision
        and quality assurance, for the benefit of the Government. The Construction Consultant shall be
        approved in advance by the Government. The Construction Consultant shall, among other
        things, conduct reviews of construction plans and specifications, conduct basic and engineering
        site reviews, independently verify all processes, procedures, cover up inspections and material
        tests that are carried out under the HRO’s quality control program, review and approve as-built
        plans, and certify to the Government that each phase of the Project has been completed in
        accordance with the requirements of the final Project Documents and applicable Federal, State,
        City and County codes, standards and regulations. The Construction Consultant shall provide
        the Government with written evidence that it maintains malpractice insurance coverage for the
        benefit of the Government under terms and in an amount reasonably satisfactory to the
        Government.
3.22    CODES STANDARDS AND REGULATIONS
        All development activities shall be in accordance with [Basecity, Basecounty, or Basestate]
        building codes, standards, regulations and applicable federal laws and regulations, as they may
        be amended from time to time, that would apply to similar development activities outside
        Basename and within the city or county in which Basename is situated. The Government desires
        that local authorities provide approvals on issues involving local building requirements. If local



Generic RFQ 07.22.2009                                                                                    14
                                                                               RFQ Number AFRPA-FY-XXXX
                                                                   Basename AFB Enhanced Use Lease Project

        authorities are unable or unwilling to provide such services, such services shall be provided by
        the Construction Consultant.
3.23    PERMITS
        The HRO shall, at its sole expense, obtain all required permits and approvals and pay all required
        fees in connection with its development of the Project.
3.24    CERTIFICATE OF COMPLIANCE
        The [Government] will provide the HRO a Certificate of [Compliance] once the HRO has
        completed construction of each phase in compliance with the final design and construction
        plans (“Final Plans”) to the Government’s satisfaction.
3.25    PROFESSIONAL CERTIFICATION
        All drawings, specifications and engineering calculations shall be certified by a licensed architect
        or professional engineer currently licensed by the State of Basestate. Any facilities received as
        in-kind consideration must be LEED certified.
3.26    CONSTRUCTION CONFERENCES
        The Government may require HRO participation in periodic conferences, both before and after
        construction commencement. Topics for discussion may include, among other topics, the
        following:
           Phasing of [demolition and] construction
           Provision of and location of field offices and fenced material and/or storage yards
           Utility cutovers and extensions, including storm water drainage
           Location for Project signage
           Coordination and approval of haul routes
           Leased Premises security and access
           Construction schedules
           Landscaping plans
           Required Easements, if any
3.27    RELOCATION PLAN
        In the event current occupants are located in the Existing Improvements, the Offeror must
        prepare and provide the Government with a schedule and plan for the relocation of current
        occupants.
3.28    ACCESS AND FENCING
        The selected Offeror is responsible for ensuring the Leased Premises can be accessed under
        elevated security levels consistent with Government security requirements. The HRO is
        responsible for any construction of fencing and roadways needed for the HRO to implement this
        requirement. The Government will have no responsibility for any costs associated with
        implementation of alternative access or relocation of fencing.




Generic RFQ 07.22.2009                                                                                   15
                                                                              RFQ Number AFRPA-FY-XXXX
                                                                  Basename AFB Enhanced Use Lease Project

3.29    HISTORIC PRESERVATION PLAN
        The Offeror shall establish a Historic Preservation Plan for the long-term preservation of the
        historic property at Basename.
        [Insert requirements and information about SHPO agreements.]
3.30    DEMOLITION PLAN
        The Offeror shall establish and implement a Demolition Plan for any Existing Improvements to
        be demolished in connection with Project development. The Demolition Plan shall clearly
        establish the approach to demolition of existing facilities and infrastructure.
3.31    DISPOSAL SITE
        All debris must be hauled to approved off-base disposal sites. The Offeror must submit all
        proposed off-base disposal sites and haul routes to the Government for approval prior to the
        commencement of any demolition activities.
3.32    PROPERTY OPERATIONS
        The HRO must maintain the infrastructure, EUL Improvements and grounds in a commercially
        reasonable manner and, at a minimum, in a manner comparable to surrounding Government
        facilities throughout the Lease Term.
3.33    RESTRICTIONS ON FOREIGN PARTICIPATION
        Unless a waiver is granted by the Secretary of Defense, should the government of a terrorist
        country have a significant interest in an Offeror (or a subsidiary of the Offeror), then such
        Offeror or subsidiary of Offeror: (a) shall not be selected for the Project; and (b) shall not
        participate in connection with the Project. This restriction is in accordance with Government
        policies and 10 U.S.C. § 2327.
3.34    ENVIRONMENTAL COMPLIANCE
        Offerors shall be responsible for complying with all applicable laws and regulations, including
        environmental laws and regulations, compliance orders, and interagency agreements between
        the Government and environmental regulatory agencies with respect to the Leased Premises.
        Offerors shall also comply with any environmentally-related land use restrictions deemed
        necessary by the Government to protect human health and the environment. Offerors shall be
        responsible for the payment of any fines and assessments by regulators resulting from the
        failure of the Offerors, contractors and guests to comply with applicable law and regulations.
        Offerors shall either pay upfront or reimburse the Government for any civil or criminal fines or
        penalties levied against the Government for any environmental, safety, and occupational health
        infractions caused by activities of Offerors and/or parties associated with Offerors. Additionally,
        Offerors shall pay upfront or reimburse the Government for the cost of any environmental
        restoration undertaken by the Government to respond to releases caused by the activities of
        Offerors and/or any parties associated with Offerors. The Government shall have the discretion
        on whether to require Offerors to provide upfront payment or reimbursement after the
        necessary actions or payments by the Government have been taken. Offerors shall notify the
        Government if any parties associated with the Offerors’ proposal receive a fine or enforcement
        action from any local, state, or federal environmental agency. If fines or enforcement actions
        are received, Offerors shall provide copies of official notices, descriptions of corrective actions
        taken, and proof of payment, waiver, or withdrawal of fine and satisfactory compliance.
        Offerors shall not communicate with the enforcement agency without prior consultation with


Generic RFQ 07.22.2009                                                                                  16
                                                                               RFQ Number AFRPA-FY-XXXX
                                                                   Basename AFB Enhanced Use Lease Project

        and consent of the Government if the enforcement action includes the Government as a named
        respondent party to the enforcement action.
        Condition 10 of the Generic Site Development Lease sets out terms and conditions regarding the
        HRO’s environmental liabilities and responsibilities. Offerors must review the Generic Site
        Development Lease prior to submitting an RFQ. The Generic Site Development Lease is
        available for downloading at http://www.airforceeul.com.
        3.34.1 Environmental Due Diligence
                The Government will provide Offerors with access to all relevant environmental
                documentation concerning the Leased Premises known, to the best of the
                Government’s Actual Knowledge, to be in the Government’s possession. The
                Government makes no representation or warranty, whether express or implied, of the
                accuracy or completeness of information contained in such environmental
                documentation. The HRO shall be responsible for conducting its own independent
                environmental due diligence prior to entering into a lease of the Leased Premises.
        3.34.2 Asbestos Containing Material (ACM)
                Offerors are warned that the Leased Premises may contain Existing Improvements, such
                as buildings, facilities, equipment, and pipelines, above and below the ground that may
                contain ACM. Offerors are responsible for inquiring as to whether the Government has
                records of the location, type, quantity, and characteristics of asbestos in any leased
                improvements prior to renovation, maintenance, repairs, or construction that may
                disturb suspect materials. If the Government does not have adequate records to
                substantiate the status or presence of ACM, Offerors will be required to obtain the
                necessary confirmatory samples and obtain analysis by a State of Statename certified
                laboratory for the analysis of bulk materials for asbestos. The Government shall not be
                responsible for any handling, removal or containment of asbestos or ACM (to include
                any ACM found on subsurface utility lines on the Leased Premises), or to the extent
                consistent with applicable law, for any liability related thereto. Offerors will perform any
                and all asbestos work in accordance with all applicable laws and regulations. Offeror
                personnel will be trained and certified as required in accordance with the State of
                Statename’s asbestos regulations and policies. Upon selection, the HRO will be
                responsible for removal and disposal of all ACM on the Leased Premises and will
                incorporate an asbestos disposal plan in the plans for demolition of the improvements
                to be submitted to the Government. The asbestos disposal plan will identify the
                proposed disposal site for the asbestos. Removal and disposal of ACM must be carried
                out in compliance with all applicable federal, state, and local laws, rules, regulations,
                and standards.
        3.34.3 Lead-Based Paint (LBP)/Lead-Based Paint Hazards (LBPH)
                3.34.3.1 Inquiry
                         Offerors are responsible for inquiring as to whether the Government has
                         records of the location of LBP in any leased structures or soil in the Leased
                         Premises prior to undertaking any work that might disturb or uncover such LBP.
                         If additional information is required to substantiate the status or presence of
                         LBP, Offerors will perform, at their sole expense, such necessary sampling and
                         analysis in accordance with applicable law.



Generic RFQ 07.22.2009                                                                                   17
                                                                               RFQ Number AFRPA-FY-XXXX
                                                                   Basename AFB Enhanced Use Lease Project

                3.34.3.2 Management and Abatement
                         In its day-to-day management of the Leased Premises, the HRO will comply with
                         all applicable laws and regulations regarding the management and abatement
                         of LBP in improvements and soil.
        3.34.4 Radon
                The HRO will take all necessary measures consistent with the Air Force Radon
                Assessment and Mitigation Program (RAMP) to ensure that levels of radon within all
                facilities are lower than the Air Force action level of 4 Pico curies per liter. In all new
                construction and renovation, the HRO shall implement prudent radon reduction
                measures consistent with the latest building practices.
        3.34.5 Underground Storage Tanks (USTs) and Oil Water Separators (OWS)
                Offerors will be responsible for inquiring whether the Government has records of the
                location and the number of USTs and OWS located in or on the Leased Premises. Should
                USTs or OWS be located such that development activities will disturb such items, then
                the HRO shall be responsible for removing the USTs and OWS prior to beginning any
                development. The HRO shall not use any pre-existing USTs and OWS located on the
                Leased Premises unless the Government has provided written consent to such use by
                the HRO. Any soil contamination testing associated with the tanks, and any remediation
                of any underlying contaminated soil, shall be the responsibility of the HRO.
        3.34.6 Soil
                Should the environmental studies or discovery by the HRO during development
                activities indicate that the soil beneath the Leased Land is contaminated, the HRO will
                immediately notify the Government for further instructions on how to proceed, and
                take care during demolition and renovation to disturb as little of this soil as possible. Of
                particular concern would be earthmoving activities such as grading or leveling. The HRO
                shall not remove any soil from the site without appropriate environmental testing and
                written consent from the Government. Prior to occupancy of renovated or newly
                constructed improvements where soil was disturbed, the HRO will be responsible for
                having a competent risk assessor carry out a representative sampling of soil immediately
                surrounding the improvements. If the results indicate the soil presents a risk in excess of
                the U.S. EPA or State acceptable risk range, or a screening value set under the Federal
                and state law, the HRO will conduct a complete risk assessment. The results of any
                required sampling or risk assessment shall be provided to the Government for
                coordination prior to construction or occupancy as applicable.
        3.34.7 Environmental Planning and Consultation Laws, Regulations, and Presidential
               Executive Orders
                The HRO, at its sole cost and expense, must undertake all actions required by the
                National Environmental Policy Act (“NEPA”) (42 USC Section 4321 et Seq.) and 32 CFR
                Part 989 in close cooperation with the Government to ensure compliance with
                Government legal obligations. The HRO must complete the necessary NEPA-related
                analyses, which is subject to review, acceptance, and adoption by the Government prior
                to lease execution. The HRO, in cooperation with the Government, will also need to
                complete, at its sole cost and expense and in consultation with the Government, all
                actions required to satisfy Government obligations for environmental planning and



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                                                                             RFQ Number AFRPA-FY-XXXX
                                                                 Basename AFB Enhanced Use Lease Project

                consultation laws and regulations, to include, but not limited to, the Endangered Species
                Act (including, without limitation, compliance with DoD and Air Force policy), cultural
                resources laws and regulations, Presidential Executive Orders 11988 (Floodplain
                Management) and 11990 (Protection of Wetlands), Clean Air Act conformity
                requirements, and Coastal Zone Management Act. This would include preparation for
                Government approval of the Finding of No Practicable Alternatives (FONPA) for required
                under Executive Orders 11988 and 11990 for locating development in the 100-year
                floodplain or development activities that could adversely affect wetlands.
3.35    PORTFOLIO MANAGEMENT REPORTING REQUIREMENTS
        To satisfy its portfolio management responsibilities, the Government requires the HRO to
        provide certain information on a periodic basis. The required Project reports may include the
        following:
           Quarterly Income Statement with Comparison Budget;
           Annual Income Statement with Comparison Budget and Pro forma;
           Annual Balance Sheet;
           Annual Cash Flow Statement;
           Quarterly In-Kind Consideration Cash Flow Activity Analysis;
           In-Kind Consideration Account Draw Request Schedule and Budget;
           Quarterly Required Reserve Accounts Activity Analysis;
           Quarterly Debt Service Coverage Ratios;
           Annual Debt Service Coverage Ratios;
           Annual Capital Expenditures with Comparison Budget;
           Annual Project Tax Returns;
           Annual Insurance Policy Certificates;
           Quarterly Maintenance Budget;
           Quarterly Rent Roll and Delinquency Reports;
           Quarterly Occupancy and Absorption Report;
           Leasing and Marketing Activity Report;
           Details of Development Scope, Schedule and Costs;
           Details of In-Kind Consideration Scope, Schedule and Costs;
           Details of Loan Financings;
           Any Notices of Default from Lender and corrective action details;
           Extraordinary Costs or Expenditures Report;
           Copies of Executed Tenant Leases;
           Annual certifications for environmental compliance; and
           Annual certifications for compliance with Davis-Bacon Wage Act (for buildings constructed
            as in-kind consideration to be owned by the Government).


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                                                                               RFQ Number AFRPA-FY-XXXX
                                                                   Basename AFB Enhanced Use Lease Project

        The above list is not exclusive. The Government may request additional information. Such
        additional requests may include, but are not limited to, support for the summary reports listed
        above; rent rolls, and other reports that are generated by standard property management
        software packages.
                SECTION 4.0             INSTRUCTIONS TO OFFERORS
4.1     GENERAL
        4.1.1 Offerors are required to comply with the following provisions while developing their
        proposals. Where instructions conflict and no order of precedence is specified, the most
        stringent requirement applies. A reference to, or direction to comply with, a particular Section
        shall include, as appropriate, all subsections thereunder. Any information concerning the RFQ
        given to any prospective Offeror will be furnished promptly to all other prospective Offerors. If
        the information is necessary in submitting offers, or if the lack of it would be prejudicial to any
        other prospective Offerors, the information will be furnished as an amendment to the RFQ.
        4.1.2   Cancellation of the RFQ by the Government
                While the Government intends to enter into an enhanced use lease with the HRO, it is
                under no obligation to do so and reserves the right to cancel this RFQ and reject all
                submissions at its sole discretion. The Government reserves the right to suspend and/or
                amend all provisions of the RFQ and to waive informalities and minor irregularities in
                offers received where it is in the Government’s best interest to do so.
        4.1.3   Hold Harmless
                By participating in the RFQ process, Offerors agree to hold the United States, its officers,
                employees, and consultants harmless from all claims, liabilities, and costs related to this
                RFQ. Under no circumstances will the Government be liable for any real estate
                brokerage commissions, finder’s fees, or other forms of compensation related in any
                way to activities undertaken by any person as a result of this RFQ. This includes any and
                all activities related to exclusive negotiations with the HRO.
        4.1.4   Amendments to RFQ
                This RFQ may be amended by formal amendment, document, letter, facsimile, or
                electronic mail. If this RFQ is amended, then all terms and conditions that are not
                amended remain unchanged. Offerors shall acknowledge receipt of any amendments to
                this RFQ by the date and time specified in the amendment(s). Acknowledgement shall
                be made by signing and returning the transmittal page/letter, or sending a letter via
                electronic, telegraphic, or facsimile transmission.
4.2     ESTABLISHING EVALUATION RANGE
        In order to promote an efficient competition and to avoid the unnecessary expenditure of
        resources by Offerors, the Government reserves the right to establish a competitive range at
        any point in the evaluation process and to remove from the competitive range any Offeror
        whose proposal, in the judgment of the Government, stands no reasonable likelihood of being
        selected as the HRO.
4.3     DISCUSSIONS
        The Offeror’s initial proposal should contain the Offeror’s best terms and be complete in
        accordance with this RFQ. The Government may, at its sole discretion, conduct discussions with



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                                                                                RFQ Number AFRPA-FY-XXXX
                                                                    Basename AFB Enhanced Use Lease Project

        Offerors, typically through evaluation notices (ENs) any time after Offeror submissions and prior
        to selection of a HRO. Any EN responses become part of the Offeror submission and will be
        considered by the Government in making its HRO selection.
4.4     ORAL PRESENTATIONS
        The Government may require Offerors to make oral presentations after submittal of written
        proposals to exhibit their understanding of the RFQ requirements. The Privatization Real Estate
        Support Services (PRESS) contractor, PRESSname, will attempt to schedule and coordinate oral
        presentations within two (2) months after submittals are due.
        The oral presentations shall include a formal Offeror presentation which shall not exceed fifty
        (50) minutes and a question and answer period which shall not exceed three (3) hours. Only the
        Offeror’s key personnel (including team members’ key personnel) may participate in oral
        presentations. Offerors shall provide a list of participants and their written presentation
        materials to the PRESSname two (2) work days prior to the oral presentations. Offerors should
        bring ten (10) copies of the presentation slides to the oral presentations.
        The Government may submit ENs to Offerors shortly prior to oral presentations to which the
        Government requests answers at the oral presentations. The Q-A sessions are intended to
        permit an active dialogue between the Government and Offerors regarding each Offeror’s
        approach to its proposed Project in addition to an opportunity to answer those ENs.
        The Government will not consider the oral presentations, including the accompanying handouts,
        in the evaluation process. Offerors shall have an opportunity to revise their proposals following
        oral presentations. The Government will only evaluate the revised written proposals submitted
        by Offerors following oral presentations.
4.5     RESTRICTION ON DISCLOSURE AND USE OF DATA
        Offerors who include in their proposals data that they do not want disclosed to the public for
        any purpose or used by the Government except for evaluation purposes, shall mark the title
        page with the following legend: “This proposal includes data that shall not be disclosed outside
        the Government and its representatives and shall not be duplicated, used, or disclosed in whole
        or in part for any purpose other than to evaluate this proposal.” Mark each page of restricted
        data with the following legend “Use or disclosure of data contained on this page is subject to the
        restriction on the title page of this proposal.” If, however, a lease is signed with this Offeror as a
        result of or in connection with the submission of this data, the Government shall have the right
        to duplicate, use, or disclose the data to the extent provided in the resulting Lease or as needed
        for Environmental Documentation or the Freedom of Information Act. This restriction does not
        limit the Government’s right to use information contained in this data if it is obtained from
        another source without restriction. Offerors should be aware, however, that the Government
        may share financial information with Congressional committees, if requested by the committees
        as part of their oversight function. PRESSname shall prepare and return the Non-Disclosure
        Agreement (Appendix F) to each Offeror following the receipt of their proposal for the
        Basename AFB Project.
4.6     CONFLICT OF INTEREST
        The PRESS Contractors, their successors, and their respective team members, subcontractors,
        and subcontractors’ successors are all precluded from proposing on any Government military
        housing privatization or enhanced use leasing projects, and from acting as subcontractors,
        consultants or team members to a development phase contractor for a period of up to ten (10)



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                                                                              RFQ Number AFRPA-FY-XXXX
                                                                  Basename AFB Enhanced Use Lease Project

        years. Accordingly, prospective Offerors shall not include these firms as part of their teams or
        request their assistance with proposal preparation. It is incumbent upon each Offeror to ensure
        that its team does not include any of the PRESS Contractors or their respective team members
        and subcontractors. The PRESS Contractors are Alvarez and Marsal Real Estate Advisory
        Services, LLC; Jones Lang LaSalle; MWH Americas Inc.; and FPS Advisory Group, LLC. Proposals
        including a prohibited team member or subcontractor will be rejected. PRESS Contractor teams
        have signed Non-Disclosure Agreements such as the one included in Appendix F.
4.7     SUBMISSION OF OFFERS
        Offerors shall submit their offers, proposals, and amendments in sealed envelopes or packages
        addressed to the office as specified in the RFQ cover letter. Offerors shall also show the time
        specified for receipt, the RFQ number, and the Offerors’ names and addresses.
        4.7.1   Electronic, Telegraphic, or Facsimile Offers
                Electronic, telegraphic, or facsimile transmissions of initial offers proposals will not be
                considered.
        4.7.2   Submittal Due Dates
                Offerors are required to submit their proposals no later than 5:00 p.m. ET on [proposal
                due date].
        4.7.3   Proposal Packaging
                Proposals shall be delivered as follows:
                FROM: Offeror’s Return Address
                TO:      PRESSname
                         PRESSaddress
                         PRESSaddress
4.8     SUBMITTAL REQUIREMENTS
        4.8.1   Mandatory Clauses
                Offerors shall submit a statement acknowledging receipt of the Mandatory Clauses
                Required by Federal Law (Appendix G) and indicating their compliance with these
                requirements during the preparation of their proposals. Compliance with these clauses
                shall be required during the Lease Term.
        4.8.2   Proposal Presentation
                Each Volume as described in Section 4.8.4 (“Volume”) shall be submitted in a loose-leaf
                3-ring binder. The page size of the Offeror’s proposal shall not exceed 8 ½” by 11” with
                a minimum 10-pitch font. A page is defined as the single-spaced, single side of one 8 ½”
                by 11” sheet of paper or one printed side of a foldout page. Foldout pages shall fold
                entirely within the Volume. Each printed side of a foldout counts as one page. Page
                limits as specified in this RFQ do not include drawings, cost estimates, mandatory
                clauses, legal documents, resumes, financial statements, pro formas, engineering
                calculations, catalog cuts, or specifications. The original proposal shall be provided on
                white paper with any changes made during the RFQ process submitted on different
                colored paper for each change. Changes shall be submitted on a replacement page
                basis. Offerors are cautioned to ensure that any changes are reflected in all supporting
                tables and Volumes.


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                                                                               RFQ Number AFRPA-FY-XXXX
                                                                   Basename AFB Enhanced Use Lease Project

        4.8.3   RFQ Number
                All Volumes shall be marked with the RFQ number. Every page in the proposal shall
                have the RFQ number, the Volume number, and the consecutive page number (using
                Arabic numerals 1, 2, 3). All Volumes shall include the Offeror’s identity and the Volume
                number on the cover page. Each Volume shall have a transmittal cover letter (refer to
                Appendix H, Offeror’s Cover Page) of no more than one page. This page will not count
                against the page count for the Volumes.
        4.8.4   Volume Sections
                During proposal evaluation, each Volume will be reviewed separately. Therefore, each
                Volume shall be a stand-alone document requiring no referral to other Volumes for full
                understanding. Referrals to other sections of the same Volume shall also be kept to a
                minimum. Each Volume must contain both a detailed table of contents for the Volume
                and an overall table of contents covering all Volumes.
        4.8.5   Incomplete Submittals
                Proposals that fail to furnish required submittals or that reject any of the required terms
                and conditions of this Solicitation may be rejected by the Government. Any Offeror
                whose proposal is rejected for being incomplete will be notified by the Government of
                the material deficiencies in its proposal. Proposals that are rejected will not be
                evaluated by the Government in its assessment of the most advantageous proposal.
4.9     EXECUTION OF PROPOSAL
        Offerors shall submit a signed cover letter as shown in Appendix H, Offeror’s Cover Page. A
        copy of this cover letter shall accompany each Volume submitted. Each proposal must contain
        the full address of the Offeror and be properly executed. A proposal executed by an attorney or
        agent on behalf of the Offeror shall be accompanied by two authenticated copies of the power
        of attorney or other evidence of authority to act on behalf of the Offeror. If the Offeror is a
        corporation, a corporate officer authorized to bind the corporation must execute the corporate
        certificate. In lieu of the certificate, include with the proposal those copies of the record of the
        corporation showing official charter and authority of the vice president or a higher officer to
        bind the corporation. The corporation record must be signed and duly certified by the Secretary
        or Assistant Secretary, under the corporate seal, as true copies. If the Offeror is a Partnership,
        Limited Liability Company or any other entity, the Offeror must provide evidence that the party
        signing the offer has the authority to sign or bind the entity.
4.10    LATE SUBMISSIONS, MODIFICATIONS, AND WITHDRAWALS OF PROPOSALS
        4.10.1 Late Submissions
        Any proposal received at the office designated in the RFQ after the exact time specified for
        receipt will not be considered unless it is received before selection is made and it was:
           Sent by the U.S. Postal Service or any other means (i.e., Federal Express, UPS, etc.) and it is
            determined by the Government that the late receipt was due solely to mishandling by the
            Government or PRESSname after receipt at the evaluation office;
           Sent by U.S. Postal Service Express Mail Next-Day Service, Post Office to Addressee, not later
            than 5:00 p.m. at the place of mailing, at least two (2) business days prior to the date
            specified for receipt of proposals. The term “business day” means any day other than a




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                                                                              RFQ Number AFRPA-FY-XXXX
                                                                  Basename AFB Enhanced Use Lease Project

            Saturday, a Sunday, or a day which the federal Government is generally closed by statute,
            regulation, or executive order; or
           The only proposal received.
        4.10.2 Withdrawals of Proposals
                Proposals may be withdrawn by written notice or telegram (including mailgram)
                received by the Government at any time before HRO selection. Proposals may be
                withdrawn in person, by an Offeror or an authorized representative, if the
                representative’s identity is made known and the representative signs a receipt for the
                proposal before Government notification of selection. Proposals may not be withdrawn
                by facsimile or electronic mail.
4.11    EVIDENCE OF DATES AND TIMES OF MAILING RECEIPTS
        The only acceptable evidence to establish the date of a proposal or modification sent either by
        U.S. Postal Service registered or certified mail is the U.S. or Canadian Postal Service postmark
        both on the envelope or wrapper and on the original receipt from the U.S. or Canadian Postal
        Service. Both postmarks must show a legible date, or the proposal or modification shall be
        processed as if it were mailed late. “Postmark” means a printed, stamped, or otherwise placed
        impression (exclusive of a postage meter machine impression) that is readily identifiable
        without further action as having been supplied and affixed by employees of the U.S. or Canadian
        Postal Service on the date of mailing. Therefore, Offerors shall request the postal clerk to place
        a legible, hand-cancellation bull’s-eye postmark on both the receipt and the envelope or
        wrapper.
        The only acceptable evidence to establish the date of mailing of a late proposal, modification, or
        withdrawal sent by Express Mail Next Day Service-Post Office to the Addressee is the date
        entered by the post office receiving clerk on the “Express Mail Next Day Service-Post Office to
        Addressee” label and the postmark on both the envelope or wrapper and on the original receipt
        from the U.S. Postal Service. “Postmark” has the same meaning as defined above, excluding
        postmarks of the Canadian Postal Service. Therefore, Offerors shall request the postal clerk to
        place a legible hand cancellation bull’s eye postmark on both the receipt and the envelope or
        wrapper.
        The only acceptable evidence to establish the time of receipt at the evaluation office is the
        time/date stamp of that evaluation office on the proposal wrapper or other documentary
        evidence of receipt maintained by the evaluation office.
4.12    ELECTRONIC COPIES
        Electronic copies shall be submitted on a CD-ROM or DVD, in a protective sleeve. Each disk and
        protective sleeve shall be clearly marked with the Volume number, title, RFQ number, and the
        Offeror’s name. All disks will be included with the “original” paper copies of each Volume as
        identified in the RFQ. The information submitted must be checked and determined to be virus-
        free prior to submission. The electronic submittals shall be compatible with the following
        equipment and software products:
           Intel/AMD processor compatible PCs
           Microsoft Office 2003 or 2007 (Excel, Word, PowerPoint)
           Microsoft Project ‘03 or ‘07
           Adobe Acrobat Reader 8


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                                                                              RFQ Number AFRPA-FY-XXXX
                                                                  Basename AFB Enhanced Use Lease Project

           AutoCAD format for all drawings.
        The electronic copy of the proposal shall be an exact duplicate of the original paper proposal.
        The CD-ROMs will be used for proposal evaluation. MS Excel spreadsheets shall be submitted in
        a format that allows all formulas within the spreadsheet to be reviewed and manipulated. If
        there are discrepancies between the electronic proposal and the original paper proposal,
        however, the paper original shall be deemed to govern.
4.13    FINANCIAL PRO FORMA
        A financial pro forma model, developed using Microsoft Excel software and including all of the
        financial data specified in Section 4.15.1, Subfactor 1.3 Financing, shall be submitted in
        electronic format on CD-ROM. The pro forma shall include worksheets containing the following
        elements:
           Assumptions Worksheet – which shall be linked to all other worksheets within the pro forma
            model, and wherein all financial assumptions (i.e., square footage, rental rates, interest
            rates, etc.) can be manipulated to produce varying results during the evaluation of
            submittals.
           Project Construction Budget – A line item construction budget that reflects all expected
            construction costs, by major trades/milestones, and that are detailed for each month of the
            construction period through completion. This budget should also reflect drawdowns on the
            construction loan(s) and equity contributions as they occur and shall be linked to the
            Assumptions Worksheet, and shall contain formulae so that cell references and calculations
            can be verified.
           Project Sources and Uses Statement – A statement that reflects all expected transaction
            costs (i.e., construction, lender and closing fees, etc.), and the sources to fund these costs
            (i.e., loan proceeds, equity contributions, etc.). This statement shall be linked to the
            Assumptions Worksheet, and shall contain formulae so that cell references and calculations
            can be verified.

           Project Annual Cash Flow Statement (for each year of the lease term) – A statement that
            reflects line item Project revenues and expenses for each year of the proposed Lease term.
            This statement shall be linked to the Assumptions Worksheet, and shall contain formulae so
            that cell references and calculations can be verified. Specifically, the statement provided
            shall include the following on an annual basis:
               Line item description and dollar amount for each source of revenue
               Line item description and dollar amount for each charge (deduction) against Project
                revenue (e.g., vacancy loss, credit/collection loss, etc.)
               Line item description and dollar amount for each Project expense item
               Net Operating Income projection for year of the Lease Term based on items above
               Line item description and dollar amount of all debt service payments
               Line item description and dollar amount of all deposits to Project reserve accounts to
                include the demolition reserve account
               Line item description and dollar amount of all capital costs, including but not limited to:
                1) capital repairs and replacements; 2) tenant improvement allowance(s); 3) leasing
                commissions; 4) demolition; and 5) Etc.


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                                                                                 RFQ Number AFRPA-FY-XXXX
                                                                     Basename AFB Enhanced Use Lease Project

                Line item description and dollar value of the ICA
           In-Kind Consideration Worksheet – which shall be linked to the Project Annual Cash Flow
            Statement, and shall contain formulae so that cell references and calculations can be
            verified. This worksheet should detail the dollar value of the in-kind consideration that the
            Government would receive for each year of the lease term. It should indicate the amount
            and priority of distributions from Project cash flows. If the Offeror is proposing that some or
            all of the in-kind consideration will be paid as a result of revenue or profit sharing, this
            worksheet should indicate that proposed relationship (as a percentage and as a dollar
            amount).
        All Financial pro forma models shall be submitted in a format compatible with MS Excel 2003 or
        2007. In addition, five hard copies of the financial pro forma data shall also be provided.
4.14    SUBMITTAL REQUIREMENTS FOR ALL OFFERORS
        The submittal requirements are shown in Table 4 below.


                              Table 4 – Volume Submittals For All Offerors

 VOLUME              DESCRIPTION                    NUMBER OF SUBMITTALS                     PAGE LIMIT1
Volume I: Project Concept (Factors 1 and 2)
                                          One original, four copies, and one electronic
   Part A       Factor 1 – Concept                                                          [__] pages
                                          copy2
                Factor 2 – Return to the One original, four copies, and one electronic
   Part B       Government                                                                  [__] pages
                                         copy
Volume II: Capability and Experience      One original, four copies, and one electronic
                                                                                            [__] pages
(Factor 3)3                               copy2
   Part A       Subfactor 3.1 – Management Team Experience and Financial Capability         [__] pages
   Part B       Subfactor 3.2 – Past Performance                                            [__] pages
NOTES:
1. Any pages exceeding the limits set above will be destroyed and not evaluated. Supporting data, such
   as mandatory clauses, resumes, financial statements, cost estimates, engineering calculations,
   drawings, and catalog cuts that are attached or appended to Volume I, does not count against the
   page limits indicated above. Such items that are included within the text of Volume I do count
   against the page limits.
2. Volumes I and II may be submitted on the same CD-ROM. See Section 4.12 for additional
   instructions on electronic copies.


The contents of Offeror submittals are described in detail below.
        4.14.1 Material Changes
                 Throughout the RFQ process, the Offeror shall provide to the Government any material
                 changes to Volume II, Subfactor 3.1 Management Team Experience and Financial
                 Capability, or Volume II, Subfactor 3.2, Past Performance, and a written description



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                                                                                RFQ Number AFRPA-FY-XXXX
                                                                    Basename AFB Enhanced Use Lease Project

                explaining the reason for the change, not later than five (5) business days after the
                change. Failure to disclose any material or receipt of adverse information changes may
                result in disqualification from consideration for this Project. Upon receipt of a written
                description of a material change, the Government reserves the right to request
                additional information relating to said material change. Material changes include, but
                are not limited to:
                   Bankruptcy or reorganization of any of the entities or individuals identified in
                    Volume II of the Offeror’s proposal;
                   Default on any loans or any other type of debt instrument;
                   Twenty percent (20%) decrease in net worth/owner’s equity;
                   Twenty percent (20%) decrease in assets;
                   Twenty percent (20%) increase in liabilities;
                   A sale of a portion or all of the Offeror’s or participating entities’ interest in said
                    assets;
                   Litigation actions, pending or threatened, that may materially affect the Offeror’s
                    ability to successfully complete the transaction;
                   Judgment or lien against the Offeror imposed by any federal, state or local taxing
                    authority;
                   Other material events that may affect the Offeror’s ability to complete the
                    transaction;
                   Changes in commitments in the Project team;
                   Changes or departures of individuals who are managing members, general partners,
                    the CEO, CFO, CIO or Project manager (“Project Leadership”); and
                   If material changes occur resulting in a change of Project Leadership, the Offeror
                    shall submit all required information in both paper and electronic copies per Table 4
                    for all new team members no later than five (5) business days after the Offeror
                    notifies the Government of this material change.
4.15    VOLUME I:        PROJECT CONCEPT SUBMITTAL REQUIREMENTS
        For each Factor and Subfactor provide a narrative describing how each is consistent with the
        mission of Basename AFB and the EUL Goals.
        4.15.1 Part A: Factor 1 – Concept
                4.15.1.1 Subfactor 1.1: Market Analysis
                         Offerors shall provide:
                            A narrative, including supporting data, which clearly demonstrates the
                             market rationale for the Project.
                            A description of the Project impact(s), if any, on surrounding communities,
                             local government, governmental authorities and the Government proposed
                             Project.




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                                                                               RFQ Number AFRPA-FY-XXXX
                                                                   Basename AFB Enhanced Use Lease Project

                4.15.1.2 Subfactor 1.2: Land Plan
                         Offerors shall provide:
                            A land plan (graphic and narrative) identifying portions of the available
                             acreage that the Offeror intends to lease and describing the proposed
                             Project’s facilities, infrastructure and phasing (if applicable).
                4.15.1.3 Subfactor 1.3: Financing
                         Offerors shall provide:
                            A description of the strategy for financing the proposed Project including
                             total Project costs, percentage of debt versus equity, anticipated financing
                             costs, anticipated interest rate, and a description of the risks and benefits of
                             the proposed financing structure.
                            A financial pro forma model as detailed in Section 4.13. The pro forma
                             model shall depict the entire Lease Term and shall include appropriate line
                             items from the following sections of the Solicitation: Sections 3.1
                             Government Lease Consideration; 3.2 Transaction Expenses; costs
                             associated with the requirements in 3.4 Lease Expiration; 3.5 Property
                             Taxes; 3.7 Insurance Requirements; 3.8 Payment and Performance Bonds;
                             and 3.18.1 In-Kind Consideration. The pro forma shall also show the
                             amounts and timing of equity and debt financing in accordance with
                             Sections 3.14 Financing at [Lease execution] [Note: if a multi-phased Project
                             substitute “Master Development Agreement execution”] and 3.15 Lessee
                             Equity Contribution. In addition, any reserve and escrow accounts as
                             specified in Section 3.18 as well as proposed deposits and priority of
                             deposits into these accounts should be included in the pro forma.
                            A narrative addressing the timing for execution of financing (financing
                             closure will occur no later than transaction closure).
                            Letter(s) of interest from prospective lender(s).
                            A description of its proposed fee structure, including related party fees, and
                             the priority and timing of those fees.
                4.15.1.4 Subfactor 1.4: Marketing and Leasing Strategy
                         Offerors shall provide:
                            A narrative detailing the marketing [and leasing] strategy for the proposed
                             Project.
                            A description of how the Offeror has satisfied the requirements of Section
                             3.6 with respect to the rights of “covered entities.”
                4.15.1.5 Subfactor 1.5: Property and Asset Management
                         Offerors shall provide:
                            A narrative describing its proposed property management plan.
                            A narrative of its proposed facilities maintenance plan, to include capital
                             repair and replacement, and grounds maintenance.




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                                                                               RFQ Number AFRPA-FY-XXXX
                                                                   Basename AFB Enhanced Use Lease Project

        4.15.2 Part B: Factor 2 - Return to the Government
                4.15.2.1 Subfactor 2.1: Value
                         Offerors shall provide:
                            A narrative detailing the total amount and present value of all proposed in-
                             kind consideration to be paid to the Government and demonstrate how its
                             proposed in-kind consideration is at least equal to the fair market value of
                             the Government's leasehold interest in the Lease.
                            A narrative describing additional non-monetary benefits, if any, that may
                             accrue to the Government, including potential benefits to Basename AFB
                             and its mission or members, as a result of the proposed Project.
                            A description of its proposed approach to using funds deposited to the In-
                             kind Consideration Account to maximize the delivery of in-kind
                             consideration to the Government. In other words, how will the HRO ensure
                             services or facilities provided to the Government as in-kind consideration
                             maximize the value of the in-kind consideration account (e.g., constructing
                             the Government building itself at significantly less than the Government’s
                             cost of construction, etc.)?
                            If the Offeror is proposing that some portion or all of the in-kind
                             consideration to be paid to the Government will result from some form of
                             revenue sharing arrangement: A narrative detailing the proposed
                             participation percentages, resulting dollar amounts, and the priority of
                             payments for any in-kind consideration.
                            A description of the timing of all proposed payments of in-kind
                             consideration.
                4.15.2.2 Subfactor 2.2: Risk Mitigation
                         Offerors shall provide:
                            A narrative describing the Offeror’s strategy to mitigate any risks to the
                             Government returns on the proposed project.
4.16    VOLUME II:       CAPABILITY AND EXPERIENCE SUBMITTAL REQUIREMENTS
        For each Factor and Subfactor provide a narrative describing how each is consistent with the
        mission of Basename AFB and the EUL Goals.
        4.16.1 Part A: Factor 3 – Capability and Experience
                4.16.1.1 Subfactor 3.1: Management Team Experience and Financial Capability
                         Offerors shall:
                            Provide a narrative detailing its proposed organizational structure, including
                             levels of management interaction, extent to which the proposed team has
                             worked together in the past, legal form of ownership, and relationship of
                             team members who are financially accountable for Project performance.
                            Provide an explanation of its ability to field a qualified, experienced Project
                             team with the experience and workload capacity necessary to manage all
                             the disciplines required to develop and manage the property.


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                                                                              RFQ Number AFRPA-FY-XXXX
                                                                  Basename AFB Enhanced Use Lease Project

                            Identify the key personnel who will represent the Offeror in all negotiations
                             with the Government throughout both the exclusive negotiations, and
                             during the transaction and financial closing process.
                            Identify its proposed approach to successfully close the transaction,
                             including schedules reflecting meetings with the Government, major
                             milestones, and delivery of transaction documents to the Government.
                            Provide evidence of their Payment and Performance (P&P) Bonding Capacity
                             and show how the bond amount(s) are derived. In the event that an
                             alternative to bonding is being proposed, provide information on the
                             alternative and explain how it better protects the Government’s interests
                             versus P & P bonds.
                            Provide evidence of a source of sufficient equity to support the proposed
                             Project.
                            Provide Financial Statements complete with notes and accompanied by an
                             auditor’s assertion of accuracy or reviewed by Certified Public Accountant
                             for the most recent two years, and other documentation as required for all
                             equity contributors in order to demonstrate the Offeror’s financial strength.
                             Financial statements must have been audited in accordance with Generally
                             Accepted Accounting Principles.
                            If Financial Statements are not available, provide an individual’s Internal
                             Revenue Service ("IRS") tax filings that have been executed and submitted
                             to the IRS by the individual or a certified preparer.
                            If any Financial Statements and submitted information note any litigation,
                             disputes, claims, UCC filings or similar circumstances, provide the current
                             status of each matter in full detail.
        4.16.2 Part B: Factor 3 – Past Performance
                4.16.2.1 Subfactor 3.2: Past Performance
                         Offerors shall provide:
                            Documentation, including a narrative of relevancy, of the five most recent
                             and relevant projects completed or in progress by key team members in
                             each of the following areas: (i) design, (ii) construction, (iii) asset
                             management, and (iv) portfolio management. The submittal shall include
                             information describing cost, schedule and performance. Relevant projects
                             are those for which the magnitude of the effort and the complexity of the
                             past project(s) are similar to the Offeror’s proposed Project.
                            For all projects, for each key team/company, provide the following
                             information:
                                Company/Division Name;
                                Program/Project Title;
                                Customer/Contracting Agency/Company;
                                Contract Number/Request for Qualifications Number (if applicable);



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                                                                                  RFQ Number AFRPA-FY-XXXX
                                                                      Basename AFB Enhanced Use Lease Project

                                Description of the Project Effort;
                                Period of Performance;
                                Project Value at Time of Selection/Closing;
                                Type, Source and Amount of Financing;
                                Originally Scheduled and Actual Completion Dates, and if not complete,
                                 Percentage of Completion;
                                Complexity of the Project;
                                Specific role of the prospective Offeror and those persons and
                                 organizations identified as participants in the proposed Project; and
                                Location (street address, city, state) of each project
                            Offerors may also submit information on significant achievements or explain
                             past problems with the corrective actions taken that they consider relevant
                             to the proposed effort.
                         SECTION 5.0            BASIS OF SELECTION
5.1     STRATEGY
        This is not a Federal Acquisition Regulation (FAR) acquisition of goods and services. It is a non-
        FAR real estate development, financial and management business transaction that uses a one-
        step proposal process that encourages maximum flexibility in proposal development within the
        parameters set forth in this RFQ.
        The Government will determine the most advantageous proposal and thereby identify the HRO
        using an integrated assessment of the factors/subfactors described and defined below.
        Proposals will be ranked in order of preference based on the results of such evaluations. The
        Government will notify Offerors of its determination and then enter into exclusive negotiation
        with the HRO as described in Section 6.
5.2  EVALUATION FACTORS AND SUBFACTORS AND THEIR RELATIVE ORDER OF
IMPORTANCE
        The Government will select the most advantageous proposal based upon an integrated
        assessment of the evaluation factors and subfactors described below. Three (3) factors will be
        used to evaluate Proposals: Factor 1 (Concept), Factor 2 (Return to the Government), and Factor
        3 (Capability and Experience). Factors 1 and 3 are of equal importance. Factor 2 is significantly
        more important than Factors 1 and 3. Subfactors within Factors 1 and 3 are of equal
        importance. Subfactor 2.1 within Factor 2 is significantly more important than Subfactor 2.2.
        Factors 1, 2 and 3 will be assigned an overall evaluation rating. The evaluation factors and
        subfactors are shown in Table 5 below.




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                                                                                  RFQ Number AFRPA-FY-XXXX
                                                                      Basename AFB Enhanced Use Lease Project



                        Table 5 – Evaluation Factors and Subfactors – Order of Importance
                          FACTORS/SUBFACTORS                             ORDER OF IMPORTANCE
      Factor 1: Concept
                                                             Factors 1 and 3 are of equal importance. Factor
         Subfactor 1.1:    Market Analysis
         Subfactor 1.2:    Land Plan                         2 is significantly more important than Factors 1
         Subfactor 1.3:    Financing                         and 3.
         Subfactor 1.4:    Marketing and Leasing Strategy
         Subfactor 1.5:    Property and Asset Management
      Factor 2: Return to the Government                     Subfactors within factors 1 and 3 are of equal

         Subfactor 2.1:    Value                             importance.
         Subfactor 2.2:    Risk Mitigation
      Factor 3: Capability and Experience
                                                             Subfactor 2.1 within Factor 2 is significantly more
       Subfactor 3.1:      Management Team Experience and
                           Financial Capability              important than Subfactor 2.2
         Subfactor 3.2:    Past Performance

5.3     PROJECT PROPOSAL RATINGS
        Section 3 of this RFQ identifies the basic requirements (thresholds) associated with this Project.
        Offerors must satisfy all such requirements in order to be considered for selection as HRO.
        Offerors are encouraged to be innovative and to propose approaches they believe will exceed
        the Project requirements in a manner that enhances the Project and provides value or
        advantage to the Government. As is reflected in Table 6 below, the Government may give
        evaluation credit (in the form of a higher rating at the applicable subfactor level) to Offerors
        when the Government finds that the proposed approach exceeds basic Project requirements in
        a manner that enhances the Project and provides added value to the Government consistent
        with the EUL Goals.
        In the context of evaluating whether an Offeror’s proposal meets or exceeds the basic Project
        requirements and assigning color ratings at the subfactor level, the Government will also
        evaluate the risk associated with each proposed approach. The Government will evaluate
        proposal risk by assessing the likelihood that the Offeror will be able to satisfy Project
        requirements and/or to carry out its Project as proposed. The Government will consider a
        proposed approach to be low risk if it there is little likelihood that the Offeror will be unable to
        satisfy the Project requirements or carry out its Project as proposed. Conversely, the
        Government will consider an approach to be high risk if there is a substantial likelihood that the
        Offeror will be unable to satisfy the Project requirements or carry out its Project as proposed.
        The color ratings assigned to each Offeror’s proposal at the subfactor level will reflect the
        Government’s integrated assessment of: (1) the Offeror’s apparent ability to satisfy the basic
        Project requirements; (2) the extent to which the Offeror’s proposed approach will exceed the
        basic Project requirements in a manner that enhances the Project and provides added value to
        the Government consistent with the EUL Goals; and (3) the nature and extent of any risks
        associated with the Offeror’s proposed approach. The color ratings to be used by the evaluators
        in rating subfactors 1.1-1.5, 2.1, 2.2, and 3.1 are shown in Table 6 below.




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                                                                                        RFQ Number AFRPA-FY-XXXX
                                                                            Basename AFB Enhanced Use Lease Project

                                                  Table 6 – Ratings
       COLOR           RATING                                         DEFINITION
                                    The Offeror’s proposal satisfies all applicable basic Project requirements and
                                    addresses the elements of the subfactor in a manner that enhances the
      Blue          Exceptional
                                    Project and provides overall added value or advantage to the Government
                                    consistent with the EUL Goals while presenting a low proposed Project risk.
                                    The Offeror’s proposal satisfies all applicable basic Project requirements and
                                    either (a) addresses the elements of the subfactor in a satisfactory manner
                                    while presenting a low to moderate proposed Project risk; or (b) addresses
      Green         Acceptable
                                    the elements of the subfactor in a manner that enhances the Project and
                                    provides overall added value or advantage to the Government consistent
                                    with the EUL Goals but presents a moderate to high proposed Project risk.
                                    The Offeror’s proposal satisfies all applicable basic Project requirements but
      Yellow        Marginal        does not address the elements of the subfactor in a satisfactory manner
                                    and/or presents a high proposed Project risk.
                                    The Offeror’s proposal fails to satisfy all applicablebasic Project
      Red           Unacceptable
                                    requirements.

5.4          PAST PERFORMANCE
             In conducting this assessment, the Government reserves the right to use both data provided by
             the Offeror and data obtained from other sources. Under Subfactor 3.2, the Government will
             evaluate each Offeror’s present and past work record, focusing on performance which is
             relevant to Subfactors 1.1, 1.2, 1.3, 1.4, 1.5, 2.1, 2.2 and 3.1, to assess each Offeror’s ability to
             successfully perform the Project as proposed. The Government will evaluate each Offeror’s
             demonstrated record of contract compliance, including adherence to cost and schedule targets.
             The Government may consider relevant efforts performed for agencies of the federal, state, or
             local governments and commercial customers. The relevancy of performance information will
             be assessed on the basis of the relationship of the magnitude of the effort and complexities of
             past projects to the requirements of this RFQ. More recent and relevant performance will be
             given greater weight in the assessment than less recent or relevant effort. Although the past
             performance evaluation will focus on performance that is relevant to Subfactors 1.1, 1.2, 1.3,
             1.4, 1.5, 2.1, 2.2 and 3.1 of the RFQ, the resulting assessment will be a color rating (as described
             below in Table 7) made at the Subfactor 3.2 level, representing an overall evaluation of each
             Offeror’s past performance, and will be integrated within the overall Factor 3 color rating
             assessment. The assessment will also consider things such as the Offeror’s history of controlling
             costs, adhering to schedules, reasonable and cooperative behavior, commitment to customer
             satisfaction, and generally, the Offeror’s business-like concern for the interest of the customer.
             Where a relevant performance record indicates performance problems, the Government will
             consider the number and severity of the problems and the appropriateness and effectiveness of
             any corrective actions taken (not just planned or promised). The Government may review more
             recent contracts or performance evaluations to ensure corrective actions have been
             implemented and to evaluate their effectiveness. Performance information may be obtained
             through the Contractor Performance Assessment Reporting Systems, similar systems of other
             Government departments and agencies, questionnaires tailored to the circumstances of this
             RFQ, Defense Contract Management Agency channels, interviews with program managers and
             contracting officers, and other sources known to the Government, including commercial
             sources.


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                                                                                      RFQ Number AFRPA-FY-XXXX
                                                                          Basename AFB Enhanced Use Lease Project

             The Government will exercise due diligence to validate performance information and may
             conduct further inquiry into the information provided by the Offeror during the evaluation. Due
             diligence on one Offeror may not be exactly the same as due diligence on another Offeror.
             However, the overall purpose and focus of due diligence will be consistent among Offerors. Any
             adverse past performance information the Offeror has not had a prior opportunity to address
             will be submitted to the Offeror for comments, rebutting statements or additional information.
             The Government may physically visit sites where the Offeror is performing the requisite
             services. If the Government deems necessary, these visits may include visits to customer sites of
             any subcontractor that the Offeror will use in performance of this Project, customer sites of any
             key personnel that will be involved in this Lease, and if the Offeror is a combination of firms (for
             example, a partnership or joint venture), customer sites of any companies that make up the
             Offeror. During the customer site visits, the Government may interview customers and
             Offeror’s employees working on the site, as well as survey the location and the services the
             Offeror is providing. Furthermore, the Government may have teleconferences with the
             Offeror’s other customers if the team deems necessary.
             Each offeror will receive one of the color ratings described below in Table 7 for Subfactor 3.2.
             As set forth in Table 7, color ratings for Subfactor 3.2 will correspond to the Government’s
             assessment of its confidence in the Offeror’s ability to successfully perform the proposed
             project. The Government reserves the right to exclude any Offeror receiving either a Yellow
             (Little Confidence) or Red (No Confidence) ratings from consideration in the HRO determination.
                                           Table 7 – Subfactor 3.2 Ratings
       COLOR            RATING                                       DEFINITION

                     High            Based on the Offeror’s performance record, the Government has high
      Blue
                     Confidence      confidence the Offeror will successfully perform the Project as proposed.

                                     Based on the Offeror’s performance record, the Government has confidence
      Green          Confidence
                                     the Offeror will successfully perform the the Project as proposed.

                     Little          Based on the Offeror’s performance record, the Government has doubt that
      Yellow
                     Confidence      the Offeror will successfully perform the Project as proposed.

                                     Based on the Offeror’s performance record, the Government has substantial
      Red            No Confidence
                                     doubt that the Offeror will successfully perform the Project as proposed.


5.5          FACTOR 1:        CONCEPT
             For Factor 1, each Offeror’s Proposal will be evaluated at the subfactor level and each subfactor
             will be assigned an evaluation rating.
             5.5.1    Subfactor 1.1: Market Analysis
                      The Government will use this subfactor to evaluate whether the Offeror has conducted
                      a robust market analysis and that its analysis demonstrates both that there is a market
                      need for the proposed Project and that the market need can be satisfied in a manner
                      that is both consistent with the Basename mission and maintains positive relations with
                      local governmental authorities and the communities adjacent to the Project.



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                                                                               RFQ Number AFRPA-FY-XXXX
                                                                   Basename AFB Enhanced Use Lease Project

        5.5.2   Subfactor 1.2: Land Plan
                The Government will use this subfactor to evaluate whether the Offeror’s proposed land
                plan is reasonable, robust, and well thought out.
        5.5.3   Subfactor 1.3: Financing
                The Government will used this subfactor to evaluate whether the Offeror’s strategy for
                financing the proposed Project clearly supports the project concept and is consistent
                with accepted commercial practices for large, complex leasing arrangements.
        5.5.4   Subfactor 1.4: Marketing and Leasing Strategy
                The Government will use this subfactor to evaluate whether the Offeror’s strategy for
                marketing the Project property is robust and well thought out and is likely to have the
                effect of maximizing its potential and creating optimal absorption.
        5.5.5   Subfactor 1.5: Property and Asset Management
                The Government will use this subfactor to evaluate the Offeror’s ability to maintain and
                manage the proposed project in a manner consistent with accepted commercial
                property management practices.
5.6     FACTOR 2:        RETURN TO THE GOVERNMENT
        For Factor 2, each Offeror’s proposal will be evaluated at the subfactor level and each subfactor
        will be assigned an evaluation rating.
        5.6.1   Subfactor 2.1: Value
                The Government will use this subfactor to evaluate the Offeror’s ability to maximize the
                value of the proposed Project to the Government within the constraints and
                constrictions of the RFQ and to deliver in-kind consideration to the Government in an
                amount not less than the fair market value of the Government's leasehold interest in
                the Leased Premises.
        5.6.2   Subfactor 2.2: Risk Mitigation
                The Government will use this subfactor to evaluate whether the Offeror’s proposal
                demonstrates a realistic approach to mitigating the risks to the Government’s returns
                on the proposed Project.
5.7     FACTOR 3:        CAPABILITY AND EXPERIENCE
        For Factor 3, each Offeror’s proposal will be evaluated at the subfactor level and each subfactor
        will be assigned an evaluation rating.
        5.7.1   Subfactor 3.1: Management Team Experience and Financial Capability
                The Government will use this subfactor to evaluate the Offeror’s management,
                technical, and financial capabilities and qualifications to develop a successful, long-term,
                mutually beneficial relationship with the Government within the constraints and
                requirements of the RFQ.
        5.7.2   Subfactor 3.2: Past Performance
                The Government will use this subfactor to evaluate the Offeror’s demonstrated record
                of performance on past projects of similar magnitude and complexity in order to assess
                the degree of confidence the Government will have in the Offeror’s ability to
                successfully perform the Project as proposed.


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                                                                              RFQ Number AFRPA-FY-XXXX
                                                                  Basename AFB Enhanced Use Lease Project

       SECTION 6.0              HIGHEST RANKED OFFEROR EXCLUSIVE
                                    NEGOTIATIONS
6.1     STRATEGY
        Exclusive negotiation with the HRO shall commence upon notification from the Government.
        During the period of exclusive negotiations, the HRO will work in good faith with the
        Government to finalize the term sheet. The term sheet shall summarize the key business terms
        of the Project, including the financing strategies, lease terms and conditions, development
        scope, use restrictions, property and asset management procedures, payment of in-kind
        consideration to the Government, and other matters that will later be incorporated into the
        transactional documents. After finalizing the term sheet, the Government and PRESSname will
        work closely with the HRO as it develops its Project Documents describing all relevant
        characteristics of the Project and defining all business terms and conditions, schedules and
        financial arrangements between the parties. Exclusive negotiations may result in Project
        Documents with terms and conditions that differ from those specified in the RFQ, the
        appendices to the RFQ, the selected proposal, and the term sheet. At [Lease execution] [Note:
        if a multi-phased Project substitute “Master Development Agreement execution”] the HRO will
        be required to make a cash payment to the Government in an amount equal to the
        Government’s direct costs of the Project transaction.
        If at any time during exclusive negotiations, the Government and HRO are unable to make
        satisfactory progress as determined by the Government, the Government, at its sole discretion,
        has the right to terminate negotiations with the HRO and select the next Higher Ranking Offeror
        to engage in exclusive negotiations or cancel the RFQ.
        Prior to entering into negotiations with the next Higher Ranking Offeror, that Offeror (the “new”
        HRO) shall provide a written affirmation that material changes to their proposal have not
        occurred. Failure to provide such written affirmation will disqualify an Offeror from selection as
        the new HRO. In the event a new HRO is selected, neither the former HRO nor the Government
        will be entitled to reimbursement of costs or other indemnification from the other party.
6.2     LEGAL DOCUMENTATION
        Template legal documents reflecting terms and conditions important to the Government are
        available to Offerors by contacting PRESSname. Absent Government agreement to the contrary
        during exclusive negotiations with the HRO, the terms and conditions of the final Project
        Documents will be substantially identical to the template legal documents. At [Lease execution]
        [Note: if a multi-phased Project substitute “Master Development Agreement execution”] legal
        counsel for the HRO shall issue to the Government a legal opinion respecting the due execution,
        authority and enforceability of each of the final Project Documents. This opinion letter is
        required to be in a form acceptable to the Government.




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                                                                             RFQ Number AFRPA-FY-XXXX
                                                                 Basename AFB Enhanced Use Lease Project

                          SECTION 7.0
            CONRESSIONAL NOTIFICATION AND REPORTING
                         REQUIREMENTS
OFFERORS SHOULD NOTE THAT THE GOVERNMENT HAS SEVERAL POTENTIAL
CONGRESSIONAL NOTIFICATION AND REPORTING REQUIREMENTS UNDER 10 U.S.C. §§ 2667
AND 2662 THAT MUST BE ACCOMPLISHED PRIOR TO EXECUTING THE FINAL TRANSACTION
DOCUMENTS. THE ABILITY OF THE GOVERNMENT TO EXECUTE THE FINAL TRANSACTION
DOCUMENTS IS SUBJECT TO SUCCESSFUL CONGRESSIONAL NOTIFICATION AND REPORTING
WITHOUT CONGRESSIONAL OBJECTIONS.

7.1     DOCUMENTATION
        Documents     relevant   to     this   Project    are     available   for    downloading      at
        http://www.airforceeul.com.
        Prospective Offerors are also encouraged to visit the AFRPA EUL Web page for additional
        information at http://www.airforceeul.com.
7.2     CLARIFICATIONS
        If further clarification is needed after accessing the information source above, contact the
        following individual(s):
                                 Table 8 Contact(s) for Clarifications

          OFFICE               NAME                      ADDRESS                     PHONE, EMAIL
            XX                   XX                         XX                             XX




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DOCUMENT INFO