REQUEST FOR QUALIFICATIONS OUTSIDE LEGAL COUSEL GREAT HALL PROJECT

Transcription

1 REQUEST FOR QUALIFICATIONS OUTSIDE LEGAL COUSEL GREAT HALL PROJECT The Denver City Attorney is seeking the services of outside legal counsel ( Special Counsel ) to support the City and County of Denver s Department of Aviation in negotiating and drafting a long-term development agreement between the City and County of Denver and a yetto-be-identified private partner, for the planned redevelopment of the Jeppesen Terminal (the Terminal ) at Denver International Airport ( DEN ). This redevelopment is referred to as the Great Hall Project (the Project ). 1. Great Hall Project The City has identified the following goals for the Project: Improve the safety and efficiency of the Passenger Screening Process Distinguish DEN among top international airports Optimize the terminal facility for efficiency, flexibility, and to extend its useful life Leverage private sector expertise in: o Terminal planning and optimization o Financing o Operational expertise; and o Creation of a vibrant concession program Structure a deal to optimize risk transfer between the parties Maintain competitive cost structure for our airline partners and the Department s overall fiscal health Optimize the revenue potential of the Terminal Provide an expanded opportunity for participation within the local community The City expects that the financially-prudent and most expedient means of achieving these programmatic goals is to enlist a private developer with financial resources and expertise in the redevelopment of structures like the Jeppesen Terminal. The City has established a Project team comprised of both internal members and outside consultants, which over the past year has worked to facilitate the procurement of a private developer to fulfill that role. An RFQ for the Project was issued on January 28, 2015, which resulted in the shortlisting of four teams eligible to participate in the remainder of the procurement process. Following an iterative process that included multiple interactive sessions with the qualified Proposing teams, the City issued the final Project RFP on February 24, Proposals were due back to the City on May 18, 2016, and are currently being evaluated by the City s evaluation committee. Once the City has selected a private partner, the parties will execute a Predevelopment Agreement which will govern the predevelopment phase of the relationship, anticipated to extend six months. The predevelopment phase will consist of design and preconstruction activities, as well as the negotiation of the final Development Agreement. The Predevelopment Agreement has already been drafted and circulated to the four teams. 1

2 It is during this predevelopment phase that the City envisions enlisting Special Counsel to assist with negotiating and drafting the final Development Agreement. The term of the engagement will be limited to the period between execution of the Predevelopment Agreement and financial close of the Development Agreement. The City reserves the right to alter or abandon the Great Hall Project at any time. To account for the possibility of a fundamental change in the Project, the City is prepared to contractually commit to legal counsel only through financial close of the Development Agreement. Once the agreed-upon work is complete, the City may (i) amend the contract with Special Counsel, (ii) initiate a new procurement for Special Counsel, or (iii) take no action. 2. Scope of Services Special Counsel will work under the direction of and in a supporting role to the General Counsel and Assistant General Counsel for the Airport. Special Counsel will be expected to work closely and collaboratively with the attorneys and staff of the Denver City Attorney s Office, Airport Legal Services Section, the Department of Aviation, and other consultants on the Great Hall Project. Services to be performed by Special Counsel include the following: 1. Advise the City on all aspects of the Development Agreement, including the structure of the Agreement and the implications of various deal points and proposed terms. 2. Assist the City in negotiations with the private developer, which may include participating in face-to-face meetings with the private developer and its counsel. 3. Assume primary drafting responsibility for the final, long-term Development Agreement, which is anticipated to be a comprehensive document including design, construction, finance, operation and maintenance of the Project. 3. Qualifications Statement Please respond to this request by submitting a written Qualifications Statement setting forth your firm s qualifications and addressing the following: 1. Describe the nature of the firm s practice in the areas of public-private partnerships for airport and other transportation projects, public finance, and infrastructure development. You may provide relevant marketing materials in response to this request. 2. Describe the firm s relevant experience in advising and assisting in negotiation and drafting of a public-private partnership, concession, or other similar agreements in the context of a large-scale infrastructure project in the past five years. Highlight any work that was done in connection with a large hub commercial service airport. 2

3 3. Identify the specific individual(s) who would provide legal services to the City and specify which individual would be the principal contact. Identify the nature of the work each individual would perform together with a brief description of the individual's relevant experience in areas covered by the scope of services. Address experience, if any, in airport law, municipal law, and federal, state, and City laws and regulations as each may relate to the Great Hall Project and airport matters. You may provide attorney biographies to assist in the response to this request. The selected firm must notify the General Counsel before reassigning any of the key staff involved with the engagement Describe the firm s ability to respond quickly and efficiently to the City s needs. For example, there may be instances in which the City requires Special Counsel s attendance at a meeting on short notice, or a redraft of a document or portions thereof in a short amount of time. 5. The City has identified a fee cap of $600,000 for the services outlined above. Please specify individual hourly fees for legal services and other costs, and the extent to which such fees and costs are discounted for government clients. Alternative fee arrangements will also be considered. No increase in fees or costs shall be allowed during the engagement. Describe how the firm would manage the work set forth in the scope of services to achieve the best value for the City. In addition to the Qualifications Statement, please submit the required questionnaire found at the link below: Also, please fill out the W-9 form enclosed with this RFQ. The information on the form will only be used if your firm is selected as Special Counsel for the Great Hall Project. 4. Term of the Engagement and Agreement The term of the engagement period will be from the date of appointment through the earlier of financial close of Development Agreement and December 31, 2017, cancelable with or without cause, by either party, upon thirty (30) days written notice to the other in the manner allowable by and in accordance with the Colorado Rules of Professional Conduct. A Professional Services Agreement will be executed at the beginning of Special Counsel s engagement. The Professional Services Agreement will (a) reflect the fees and expenses set forth in the Qualifications Statement unless otherwise approved by the City Attorney; (b) require the firm to certify that it will not take any engagement which could result in a potential conflict of interest without receiving prior informed consent, confirmed in writing, of the City Attorney; (c) state that fees and expenses are billable as agreed to in writing by the City Attorney; and (d) require execution of a Certification relating to compliance with Article 17.5 of title 8, Colorado Revised Statutes (Employment of Illegal Aliens). The standard form of Professional Services Agreement

4 currently used by the City is attached as Exhibit A. By submitting a Qualifications Statement your firm confirms that the standard form is acceptable. If there is contention(s) with the contract, a brief explanation and alternative language, if any, should be included in your Qualifications Statement. Any exceptions to the terms and conditions will be taken into consideration when evaluating Qualifications Statements submitted. The City reserves the right to reject any or all of your proposed modifications. Modifications to sections of the contract entitled: Insurance, Defense and Indemnification, Colorado Governmental Immunity Act, No Employment of Illegal Aliens to Perform Work Under the Agreement, No Discrimination in Employment, and Governing Law; Venue will render your Qualifications Statement non-responsive. 5. Administrative Items The City requests that you limit your Qualifications Statement to 15 pages or less, plus exhibits and appendices, for a combined total of no more than 30 pages. Include on the first page the name, title, address, , and telephone number of the firm s principal contact person. The City shall have the right at its sole discretion to waive any deficiency in any Qualifications Statement and to reject any or all Qualifications Statements. The issuance of this Request for Qualifications in no way constitutes a commitment by the City to select any firm. The City complies with open record statutes and so proprietary information should be identified as such. Costs of responding to this request are solely the responsibility of the firm. Firms may be invited for an interview. Persons who will be assigned to perform legal services for the City must attend any such interview. The City reserves the right to engage Special Counsel without interviews or further discussion of the Qualifications Statements. By submitting a Qualifications Statement, the firm certifies that it has fully read and understands this request and has full knowledge of the scope, terms and conditions of services to be provided and the contract to be executed. Five (5) copies of your Qualifications Statement must be submitted by 4:00 p.m. prevailing Mountain Time, on Friday, June 10, 2016 to: T. Shaun Sullivan Acting City Attorney City and County Building 1437 Bannock Street, Room 353 Denver, Colorado Selection The following criteria will be used to evaluate the Qualifications Statements submitted in response to this RFQ. The criteria are listed in descending order of importance: 4

5 1. Experience in the areas of law associated with negotiating and drafting a long term, master developer agreement which includes design, construction, financing, operation, and maintenance. 2. Experience and demonstrated success in providing legal services of the kind identified in the scope of services. 3. Extent to which the firm s cost proposal provides the best value to the City for the work performed under the scope of services. 4. Demonstrated ability to respond quickly and efficiently to the City s requests, and to be available upon short notice to participate in-person in meetings. For additional information about this request, please contact: Daniel S. Reimer Assistant General Counsel Denver International Airport 8500 Pena Boulevard, Room 9810 Denver, Colorado (303) dan.reimer@flydenver.com 5