A REQUEST FOR PROPOSALS (RFP) DENVER UNION STATION HISTORIC BUILDING RE-USE REGIONAL TRANSPORTATION DISTRICT (RTD) 1600 BLAKE STREET

Transcription

1 A REQUEST FOR PROPOSALS (RFP) DENVER UNION STATION HISTORIC BUILDING RE-USE REGIONAL TRANSPORTATION DISTRICT (RTD) 1600 BLAKE STREET DENVER, COLORADO RFP NO. 11DH014 August 5, 2011

2 REQUEST FOR PROPOSALS TABLE OF CONTENTS PART 1 - INSTRUCTIONS TO PROPOSERS ( ITP ) INTRODUCTION AND PROJECT DESCRIPTION PROCUREMENT PROCEDURES SUBMISSION REQUIREMENTS EVALUATION CRITERIA NOTICE OF AWARD DEBRIEFING AND PROTESTS LEGAL NOTICES TO PROPOSERS RTD RESERVATION OF RIGHTS RTD DISCLAIMERS PART 2 - TECHNICAL PROPOSAL/BUSINESS PLAN INTRODUCTION RTD S BUSINESS OBJECTIVES REQUIREMENTS FOR THE TECHNICAL PROPOSAL/BUSINESS PLAN A. PROJECT CONCEPT AND STRATEGY B. FINANCIAL PRO FORMA C. MANAGEMENT APPROACH PART 3 - FRAMEWORK FOR THE EXCLUSIVE NEGOTIATION AGREEMENT INTRODUCTION PROCEDURES AND SCHEDULE NON-NEGOTIABLE TERMS OF THE ENA AND/OR SUBSEQUENT TRANSACTIONS18 4. NEGOTIABLE TERMS PART 4 - ATTACHMENTS ATTACHMENT A: PRO FORMA STATEMENT REQUIREMENTS/ASSUMPTIONS ATTACHMENT B: FEDERAL REQUIREMENTS ATTACHMENT C: OPERATIONS AND MAINTENANCE OF DUS HISTORIC BUILDING ATTACHMENT C-1: IGA FOR DUS HISTORIC ZONE AT-GRADE PUBLIC IMPROVEMENT OPERATION AND MAINTENANCE ATTACHMENT C-2: DECLARATION OF COVENANTS AND EASEMENTS FOR THE DUS HISTORIC ZONE AND RELATED AREAS, WITH EXHIBITS Page i

3 ATTACHMENT D: SPACE REQUIREMENTS AT DUS HISTORIC BUILDING ATTACHMENT D-1: AMTRAK AGREEMENTS ATTACHMENT D-2: IGA BETWEEN RTD AND DIA ATTACHMENT E: REQUIRED CERTIFICATIONS ATTACHMENT F: RFQ NO. 11-DH-014 FOR DENVER UNION STATION HISTORIC BUILDING RE-USE PART 5 - REFERENCE MATERIALS APPENDIX A: 2008 OPERATING COSTS FOR DUS HISTORIC BUILDING APPENDIX B: EXISTING PUBLIC FUNDING FOR DUS HISTORIC BUILDING APPENDIX C: ENVIRONMENTAL CONDITIONS APPENDIX C-1: RTD DOCUMENTS PERTAINING TO HAZARDOUS MATERIALS.. 36 APPENDIX C-2: PROJECTS WITHIN DUS HISTORIC BUILDING THAT PREVIOUSLY REQUIRED ABATEMENT BY RTD APPENDIX D: ADDITIONAL REFERENCE MATERIALS Page ii

4 PART 1 - INSTRUCTIONS TO PROPOSERS ( ITP ) 1. INTRODUCTION AND PROJECT DESCRIPTION RTD is seeking proposals from firms interested in serving as the developer of the Denver Union Station ( DUS ) Historic Building Re-Use in Denver s Lower Downtown district ( Project ). This Request for Proposal ( RFP ) is being issued to a list of developers ( Proposers ) based on the qualifications demonstrated in their responses to the Request for Qualifications ( RFQ ), which is attached hereto and incorporated herein as Attachment F. The extensive background information and requirements for the Project provided in the RFQ are not repeated herein but should nonetheless be considered in responding to this RFP. Responsive proposals to this RFP must demonstrate a workable planning and business framework for developing the property, consistent with the vision and other principles described in the RFQ. This RFP is a competitive proposal process. After reviewing the responses to this RFP and potentially interviewing parties who have submitted responsive submittals, RTD anticipates selecting one responding team ( Preferred Developer ). The process and criteria that will be used to make the selection are described herein. RTD and the Preferred Developer will negotiate in good faith to reach agreement on an Exclusive Negotiation Agreement ( ENA or Contract ) that sets out the terms for the parties to move forward. The ENA represents a first step in defining business terms as well as the process by which RTD and the Preferred Developer will work collaboratively to formulate a fully articulated development and financing plan. The ENA will establish the terms and conditions for exclusive negotiations, clarify the parties respective roles and responsibilities, set out pre-development activities and budgets, and provide key terms and conditions of lease and/or potential sale of the property. Other related development and financial considerations will be addressed in the ENA as well. During the ENA period, RTD expects that the Preferred Developer will undertake, at a minimum, the following tasks at its own expense: Prepare detailed marketing and prospective pre-leasing studies; Develop a detailed leasing plan and schedule; Prepare detailed design and cost studies for the improvements to the DUS historic building required to accommodate future uses within the building; Refine the preliminary pro forma presented in the RFP response, in consultation and collaboration with RTD, to provide a sound basis for business terms in the lease and/or sale of the property; Refine the financing plan, including the use of historic tax credits, private debt and equity, bridge financing and other elements; and Page 1

5 Negotiate business terms with RTD for the long-term lease and/or purchase of building. This RFP is made up of five Parts (collectively, the RFP Documents ). Part 1 sets out the Instructions to Proposers ( ITP ) for the RFP. Part 2 identifies the requirements for the Technical Proposal/Business Plan and defines RTD s Business Objectives that must be addressed in the Technical Proposal/Business Plan. Part 3 provides a framework for the ENA. Part 4 incorporates the attachments referenced throughout this RFP. Part 5 includes various reference materials that may be used by Proposers in responding to this RFP. Parts 2 through 4 are documents that will be part of the ENA ( Contract Documents ). Parts 1 and 5 are not Contract Documents and will not form part of the ENA that will be executed by RTD and the Preferred Developer. 2. PROCUREMENT PROCEDURES A. Procurement Schedule. RTD anticipates adhering to the following schedule. 08/05/2011 RFP advertised and mailed to prospective Proposers. 8/19/2011 Inquiry Period: Written questions from prospective Proposers are to be received by close of business. Questions must be directed to Bob Brown. 8/29/2011 RTD sends responses to written questions, if any, to all prospective Proposers. 10/03/2011 3:00 p.m. Week of 10/24/2011 Week of 10/31/2011 Proposals due: Written proposals must be received by Contracts and Procurement, RTD, 1600 Blake Street, Denver, Colorado If necessary, oral presentations by selected finalists will be held at RTD, 1600 Blake St., Denver, Colorado If necessary, public presentation on development concept at a location to be determined. 11/14/2011 RTD selects Preferred Developer and initiates negotiations of the ENA. February 2011 Execution of ENA. B. Addenda to RFP. In the event that it becomes necessary to revise any part of this RFP, or if additional information is necessary to enable the Proposer to make an adequate interpretation of the provisions of this RFP, an addendum to the RFP will be provided to each recipient of this RFP. Page 2

6 C. Inquiries. Questions about RTD and this RFP shall be directed, in writing, to: Bob Brown, Contract Negotiator Regional Transportation District 1600 Blake Street Denver, CO FAX (303) (1) From the issuance date of this RFP until RTD selects a Preferred Developer, Bob Brown, Contract Negotiator, is the sole point of contact for RTD and RTD s project team members concerning this RFP. Any violation of this condition may be cause for RTD to reject the offending Proposer s Proposal. If RTD later discovers that the Proposer has engaged in any violations of this condition, RTD may reject the offending Proposer s Proposal or rescind its Contract award. Proposers must agree not to distribute any part of their Proposals beyond RTD. A Proposer who shares information contained in its Proposal with other RTD personnel, RTD project team members, RTD board members, and/or competing Proposer personnel may be disqualified. (2) Proposers questions must be submitted in writing, whether hard-copy, facsimile or submission. All requests for clarifications and/or changes to the form of the Contract must be made during the Inquiry Period. RTD has no obligation to respond to questions or requests for clarifications or amendments that are not submitted in writing, nor to those submitted outside of the Inquiry Period. Except as provided below, RTD s responses to all inquiries properly submitted will be answered in the form of an addendum that will be provided to all recipients of this RFP. D. Reference Materials. Part 5, Reference Materials contains various Appendices; Appendices A - C are specifically referenced herein and Appendix D contains other reference materials referenced in Section of the RFQ. Each Proposer is expected to carefully examine each Part of the RFP and to conduct such further due diligence review of information or investigation as it considers necessary before submitting a Proposal. By submitting a Proposal, each Proposer will be deemed to have made such examination and to have satisfied itself as to the conditions to be encountered in negotiating an ENA. The Reference Materials and information provided in the RFQ have been provided solely for the convenience of the Proposers. RTD makes no representation or guarantee as to the accuracy, completeness, or fitness of the Reference Materials. RTD takes no responsibility for the Reference Materials and Proposers are responsible for any conclusions they may draw from the Reference Materials. RTD is making the Reference Materials available to the Proposers for the sole purpose of providing information in the possession of RTD, whether or not such information is accurate, complete, pertinent, or of any value. E. Small or Disadvantaged Business Enterprises (SBE/DBE). (1) RTD Policy. RTD's policy is to ensure non-discrimination in the award and administration of RTD contracts and in the procurement of common goods Page 3

7 and services. It is RTD's intention to create a level playing field on which DBEs can compete fairly for federally and locally funded contracts and subcontracts. RTD's commitment to the SBE/DBE Goals is not intended to, and shall not be used as a justification to, discriminate against any qualified company or group of companies. (2) SBE/DBE Goals. RTD has not yet specified a SBE/DBE participation goal for the work to be performed under an ENA or any subsequent agreement with the Preferred Developer. However, RTD reserves the right to set contractspecific SBE/DBE goals in future agreements if RTD s Small/Disadvantaged Business Enterprise (SBE/DBE) program deems that a goal can be narrowly tailored to the subcontracting opportunities identified. (3) Other SBE/DBE Opportunities. RTD encourages and expects Proposers to pursue subcontracting, mentoring, joint venturing, teaming and partnering opportunities with SBE/DBE firms in the ordinary course of its business/teaming strategies. To date, RTD has achieved greater than 20% SBE/DBE participation on its overall FasTracks SBE/DBE Program. Proposers are encouraged and expected to create a level playing field to the maximum practical extent consistent with the objectives and requirements of the RTD SBE/DBE Programs based on federal regulations codified at 49 CFR Part 26 and RTD s SBE Program Policy. Proposers are also expected to document how they intend to utilize and/or to encourage subcontracting, mentoring, joint venturing and/or partnering opportunities with SBE/DBEs for the Project. Furthermore, Proposers are to submit a general workforce breakdown for their company (including affiliates) and the Project specifically. RTD is interested in hearing about creative strategies and approaches to include DBEs/SBEs in all phases of subcontracting and RTD is interested in the diversity of the Proposer itself that demonstrates the inclusion of minorities and women in the workforce. RTD is an equal opportunity employer and also operates a Small Business Opportunity Office. 3. SUBMISSION REQUIREMENTS A. General Requirements (1) Any alteration, interlineation, or erasure by the Proposer in the form of the RFP documents as originally prepared by RTD shall render the accompanying proposal non-responsive and may constitute cause for rejection. Conditional proposals or those that take exception to the RFP documents may be treated as non-responsive. (2) Proposal Submission. RTD s Contract Negotiator must receive fifteen (15) copies of your Proposal. Your Proposal must be received no later than the time and date set forth in the RFP Schedule. Proposals received by RTD after the time and date specified shall be considered non-responsive and shall be returned unopened to the Proposer. Page 4

8 (3) Signatures. Proposals must be signed by a duly authorized official of the firm. Proposals submitted by consortiums, joint ventures, or teams, will not be considered responsive unless it is established that all contractual responsibility rests solely with one contractor or one legal entity which shall not be a subsidiary or affiliate with limited resources. Each submittal should indicate the entity responsible for execution on behalf of the consortium, joint venture, or team. B. Proposal Format. (1) Limitations on size may be specified further herein. One page is defined as one standard 8½ x 11 inch sheet of paper in a font similar to Times New Roman, in no less than twelve-point font. All charts, graphic displays, etc., must be of readable size. Foldouts to illustrate particular items are permitted, but will be included in page count. (2) The Proposal shall be bound, with tabs at the beginning of each section. (3) Submission of standard promotional material and corporate literature not specifically requested by RTD is discouraged. Any such information may not be fully considered in the evaluation. C. Required Elements. All proposals shall contain and will be evaluated based on the following elements (collectively, the Proposal ): (1) Cover letter (maximum two pages) briefly describing the firm or firms (including subcontractors, if any) on the proposed project team, referencing the RFP by name and number. (2) Detailed Technical Proposal/Business Plan (maximum 60 pages) with the content and attachments specified in Part 2 of this RFP. (3) Appendix that includes the following: (a) (b) Description, including name of client, of at least two recent projects that demonstrate successful completion of projects of similar nature and scope. Clients may be contacted for references. An organizational chart for each firm on the proposed team and résumés for all staff listed on the organizational chart, including key personnel. (4) Completed certifications and forms provided in Part 4, Attachment E. (5) Information demonstrating to RTD that the Proposer has the necessary financial resources to perform an ENA and reach financial close on subsequent related deals. This information should include: Page 5

9 (a) (b) (c) (d) Financial statement for the last three years (or since the entity commenced operations, if less than three years). The most recent financial statements must include either an Auditor s Report Letter or an Accountant s Review Letter. The financial statements shall include Balance Sheets, Statements of Income and Stockholder s Equity, and a Statement of Change in Financial Position. If the Proposer is a parent or subsidiary of another entity, consolidated financial statements are also required. Un-audited balance sheets of the Proposer and un-audited balance sheets of Proposer and its subsidiaries, if any, for interim quarterly periods since the close of its last fiscal year. Names of banks or other financial institutions with which the Proposer conducts business with specific projects identified and the level and type of financing for the project summarized; and Letter of credit commitments (if any). 4. EVALUATION CRITERIA RTD is interested in comprehensive and clear responses. The overall evaluation will consider the completeness and clarity of the information as well as the potential to meet RTD s Business Objectives as described in Part 2 of this RFP. Criteria for evaluation of the Proposals will include the following (although RTD reserves the right to apply additional criteria as it deems appropriate): PROJECT CONCEPT AND STRATEGY (35%) Compliance with vision for the DUS historic building re-use articulated through the Master Planning and Community processes. Description and quality of development concept and approach. Soundness of development and phasing strategy. Well-defined preliminary development and phasing approach. Well-developed marketing and tenanting strategies. FINANCIAL PRO FORMA (35%) Input on financial challenges associated with the timing of funding for core and shell renovations to the building. Complete preliminary funding strategy, including specific sources of funding, approximate return requirements for equity and other financing sources, and description of pre-development and potential gap funding. Page 6

10 Complete project financial pro forma demonstrating a feasible project. Income projections to RTD including ground lease payments and upside participation. MANAGEMENT PROPOSAL (20%) Organizational structure and decision-making process among team members and within development entity. Ability to provide corporate guarantees or other security for performance from parent organizations. Firmness of commitment of key individuals. Specific experience and expertise with similar projects of project principals and team members, including consultants. Specific experience and expertise with similar projects of day-to-day project managers. Commitment to maintaining local, on-site presence during all phases of project development. Specific strategies to provide consistent public relations and community outreach for each phase of the Project. SMALL BUSINESS COMMITMENT (10%) Specific strategies and commitment to seeking diversity in the Proposer team to include certified small and disadvantaged businesses; and Demonstration of established relationships with small and disadvantaged businesses on the project team. 5. NOTICE OF AWARD A. No Obligation to Award. RTD is under no obligation to select any Proposal or to enter into an ENA with any Proposer. B. Notice of Award. Unless RTD rejects all Proposals or cancels the RFP process, and subject to the other provisions in this Part 1 and hereafter in Part 3, RTD will select a Preferred Developer and will deliver notice of such award to the Preferred Developer. If RTD and the Preferred Developer fail to reach an agreement on an ENA, RTD may engage in negotiations with another Proposer. Page 7

11 6. DEBRIEFING AND PROTESTS A. Pre- and Post-Award Notices of Exclusion. The Contract Negotiator shall notify unsuccessful Proposers in writing of exclusion from award. Requests for a debriefing must be submitted to the Contract Negotiator within three days of receipt of such notice. Debriefings requested for and provided prior to Contract award shall address only the requesting Proposer s proposal; post-award debriefings may address all proposals submitted. Only one pre-award or post-award debriefing shall be provided per Proposer. B. Protests. Protests related to this RFP must be submitted in writing to the Contract Negotiator and will only be accepted from Proposers whose direct economic interest would be affected by the award of a Contract or failure to award a Contract. Copies of RTD s protest procedures are available upon request to the Contract Negotiator. Proposers must exhaust all administrative remedies prescribed by RTD s protest procedures before proceeding to court. 7. LEGAL NOTICES TO PROPOSERS A. Background Investigations. Any Proposer awarded a Contract with RTD shall be required to perform background investigations on all employees selected to perform under this Contract and shall be required to certify to RTD that it has performed and evaluated such background investigations. B. Prohibition on Employment of Illegal Aliens. The Proposer is hereby notified that any contract for services resulting from this RFP is a Public Contract for Services under C.R.S If applicable, a provision concerning this requirement will be included in the contract and certification must be provided. C. Organizational Conflict Of Interest. By submitting a Proposal under this RFP, Proposer certifies, to the best of its knowledge and belief, that it is not aware of any information bearing on the existence of any potential organizational conflict of interest, as defined in the Federal Acquisition Regulation (FAR) Subpart 9.5. If the Proposer cannot so certify, it shall provide a disclosure statement with its proposal that describes all relevant information concerning any past, present, or planned interests bearing on whether it (including its chief executives and directors, or any consultant or subcontractor) may have a potential organizational conflict of interest. If RTD determines that a potential conflict exists, the Proposer shall be excluded from award unless the conflict can be avoided or otherwise resolved through the inclusion of a special Contract provision or other appropriate means. D. Insurance Requirements. It is highly recommended that Proposers confer with their insurance carriers or brokers in advance of proposal submission to determine the availability of insurance certificates and any endorsements prescribed therein. E. News Releases. RTD s written approval is required prior to any communication with the press or any public disclosure relating to this RFP or any subsequent awards. Page 8

12 F. Pre-Award Audit. RTD reserves the right to conduct a pre-award audit to verify labor rates, overhead rates, etc. should RTD determine that such an audit is required prior to negotiation or award of an ENA. G. Cost of Proposal Preparation. RTD shall not reimburse Proposers for costs incurred for preparation of proposals or required documentation. H. Materials Submitted. All materials submitted shall become the property of RTD and will not be returned to the Proposer. I. Confidentiality. RTD is a public entity subject to the provisions of the Colorado Open Records Act and all materials submitted may become public records subject to inspection by the public at any time after contract is executed. Any confidential or proprietary information that the Proposer discloses to RTD with respect to this RFP must be clearly designated as confidential or proprietary at the time of disclosure. RTD shall hold such information confidential unless such information: (a) was in RTD s possession prior to disclosure by the Proposer; (b) becomes public knowledge through no fault of RTD; (c) was lawfully acquired by RTD from a third party not under an obligation of confidentiality to RTD; or (d) is required to be disclosed by law or court order. In the event of a legal challenge to the confidentiality of records so designated by the Proposer RTD shall notify the Proposer and tender to it the defense of any action filed. By submitting a proposal under this RFP, Proposer hereby agrees to accept such tender of defense. RTD cannot and does not guarantee that the confidentiality of records so designated will be upheld by a reviewing court. J. Prohibited Interests. No director, officer, employee, or agent of the Regional Transportation District shall be interested in any contract or transaction with the District except in his or her official representative capacity. K. Competition in Subcontracting. Proposers shall select subcontractors (including suppliers) on a competitive basis to the maximum practical extent consistent with the objectives and requirements of any Contract awarded. 8. RTD RESERVATION OF RIGHTS In connection with this procurement, RTD reserves to itself all rights (which rights must be exercisable by RTD in its sole discretion) available to it under applicable law, including without limitation, with or without cause and with or without notice, the right to: (a) (b) (c) modify and otherwise revise the procurement schedule, including in relation to the submission of and response to RFP comments; develop the Project in any manner that RTD, in its sole discretion, deems necessary; alter or amend the scope of the Project, including the requirements therefor; Page 9

13 (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) investigate the qualifications of any Proposer under consideration, require confirmation of information furnished by a Proposer, require additional information concerning a Proposal, require additional evidence of qualifications to perform the work, and seek or obtain data from any source that has the potential to improve the understanding and evaluation of any Proposal; enter into a contract and/or ENA with any Proposer based upon the Proposal or on the basis of a Best and Final Offer ( BAFO ) without conducting written or oral discussions; reject all proposals; accept or reject a proposal that is not responsive; issue a new RFP with respect to the Project; cancel, modify, revise or withdraw the RFP in whole or in part at any time prior to the execution of the ENA by RTD, including adding or deleting Proposer responsibilities contained in the RFP; modify all dates set or projected in the RFP, including this ITP; issue Addenda; disqualify any Proposer who changes a Proposal, its Proposer or key personnel without RTD approval, or otherwise violates any provision of this ITP; appoint an Evaluation Committee to review Proposals and seek the assistance of outside technical experts and consultants in evaluating Proposals; waive minor irregularities in Proposals received where such is merely a matter of form and not substance, and the correction or waiver of which is not prejudicial to other Proposers. Minor irregularities are defined as those that will not have an adverse effect on RTD's interest and will not give a Proposer an advantage or benefit not enjoyed by other Proposers; suspend and terminate the procurement process at any time; proceed to the next highest rated Proposer or terminate this procurement and pursue other development or solicitations relating to the Project as it deems appropriate if the selected Preferred Developer does not execute an ENA; and/or exercise any other right reserved or afforded to RTD under this ITP and applicable law. Page 10

14 9. RTD DISCLAIMERS This RFP does not commit, or imply Board authorization for, RTD to enter into any agreement, nor does it obligate RTD to pay any costs incurred in preparation and submission of proposals or in anticipation of the ENA, including but not limited to: (a) the preparation or presentation of qualifications or a proposal; (b) any supplements or modifications to this RFP; or (c) negotiations with RTD or other party arising out of or relating to this RFP or the subject matter of this RFP. RTD will not pay a Finder s or Broker s fee in connection with this RFP. All expenses and liabilities incurred by Proposers in connection with this RFP shall be at the sole risk of the Proposer, and RTD shall not have any liability to any Proposer or other party in connection with such expenses or liabilities. By submitting a proposal, a Proposer disclaims any right to be paid for such costs. The selection of a Preferred Developer shall not imply acceptance of the Proposal, including the proposed uses, configuration or design of the Project. All items will be subject to further negotiation before execution of the ENA or other agreement(s) with RTD. During the negotiations, RTD may expand or contract the scope of the Project and/or alter the Project concept for any reason, including responding to new information, community or environmental issues, or opportunities to improve the financial strength of the Project. In no event will RTD be bound by, or be liable for, any obligations regarding the work or the Project until such time (if at all) as RTD has executed any agreement authorizing such work. In submitting a proposal in response to this RFP, the Proposer is specifically acknowledging these disclaimers. Page 11

15 1. INTRODUCTION PART 2 - TECHNICAL PROPOSAL/BUSINESS PLAN This Part 2 sets out the requirements for the Technical Proposal/Business Plan. Failure to address these requirements may deem the Proposal non-responsive. 2. RTD S BUSINESS OBJECTIVES RTD has six essential Business Objectives that will be incorporated into the ENA and must be satisfied in the Technical Proposal/Business Plan. Address each Business Objective separately: (i) indicating the Proposer s willingness to confirm to the objectives and (ii) demonstrating how the Proposer will achieve the Business Objective. The Technical Proposal/Business Plan also must identify any necessary terms or conditions that are essential to meet each Business Objective, as well as any exceptions or alternative proposals. A. Pre-development Costs. The Preferred Developer shall fund all pre-development costs. Pre-development costs include, but are not limited to, any costs associated with or necessary to perform any of the following: due diligence; planning, design, marketing and cost studies; negotiations with RTD; and obtaining necessary approvals or permits. The Preferred Developer incurs these costs at its own risk. If no agreement is reached, RTD will not be liable for any such costs as damages or otherwise. The scope and preliminary budget of predevelopment activities will be specified further in the ENA. B. Building Rehab and Improvement Costs. The Preferred Developer shall fund all building improvements needed to accommodate future tenants in the DUS historic building. In addition, if the sale of Parcels A and B is delayed, the Preferred Developer may arrange for gap financing to fund core and shell improvements. Information on public funding available for building rehabilitation and improvements is attached hereto and incorporated herein as Appendix B. (1) Environmental Costs. Asbestos and lead-based paint may be present in the building. Appendix C-1 has all documents (total of 22) that RTD has produced concerning the facility and the site that pertain to hazardous materials. Appendix C-2 lists all projects within the facility that previously required abatement. These Reference Materials are being provided for informational purposes; Proposers shall not solely rely on the Reference Materials provided by RTD but should conduct their own due diligence as they deem appropriate. In any proposed scope of work Proposers shall be responsible for conducting their own due diligence including asbestos and lead-based paint assessment required for renovation. Additionally, the Proposer shall be responsible for conducting asbestos and lead-based paint abatement required for renovation. Abatement work shall be in accordance with all applicable federal, state and local requirements. If RTD retains ownership or management responsibility of the facility and if any asbestos or lead-based paint remains in place after renovation, an asbestos and leadbased paint management plan shall be developed for RTD s review and Page 12

16 approval. The Technical Proposal/Business Plan must identify the Preferred Developer s assumptions regarding remediation and include a plan to address asbestos and lead-based paint in any building rehabilitation and improvements. C. Operations and Maintenance. The Preferred Developer shall provide operations and maintenance of the DUS historic building and surrounding areas as required of RTD in the Intergovernmental Agreement for DUS Historic Zone At-Grade Public Improvement Operation and Maintenance and of the Station Owner in the Declaration of Covenants and Easements for the DUS Historic Zone and Related Areas, both of which are attached hereto and incorporated by reference herein in Attachment C. It is expected that the commercial leasing program established by the Preferred Developer must generate sufficient revenue, over and above the costs of debt service and other development costs borne by the developer, to cover annual operating and maintenance costs. Information on the operating costs of the building for 2008 is available at Appendix A. During the ENA period, the Preferred Developer must perform an analysis of the updated operations and maintenance costs. D. Building Lease Payments. To the extent that revenues are sufficient to cover operating and maintenance costs and provide a market rate return to the Preferred Developer, RTD must receive annual lease payments for occupancy of the DUS historic building. The Technical Proposal/Business Plan must identify the proposed terms of such lease payments along with the proposed methods for determining such lease payments. E. Building Space and Parking. Any planned use of the DUS historic building must accommodate certain transit-related uses as well as be viable without on-site parking. No on-site parking will be associated with the DUS historic building. The Technical Proposal/Business Plan must describe how those constraints will be addressed with future uses. (1) Transit-Related Uses. Amtrak, RTD, Denver International Airport ( DIA ), and Denver Transit Partners ( DTP ) will or may require space. Section of the RFQ provides the details currently available about the specific space and use requirements. The agreements and other documents concerning some of the transit uses of the DUS historic building are attached hereto and incorporated by reference herein as Attachment D. F. Exclusive Negotiation Agreement. The Preferred Developer must be willing to enter into an ENA according to the terms and schedule set out in Parts 1 and 3 of this RFP and as otherwise determined by RTD. The Preferred Developer must engage in timely, goodfaith negotiations with RTD on other terms and conditions of the ENA. 3. REQUIREMENTS FOR THE TECHNICAL PROPOSAL/BUSINESS PLAN In addition to specifically addressing RTD s Business Objectives as stated above, the Technical Proposal/Business Plan must present the information described below in as much detail as possible according to the following content and format: Page 13

17 A. Project Concept and Strategy. This section of the Technical Proposal/Business Plan should correspond with the financial projections discussed in Section B, Financial Pro Forma, and must include, at a minimum, the following elements: (1) Concept. Using tables, narratives, maps and other graphics, this section should focus on describing the development concept for the DUS historic building and surrounding area. (a) (b) (c) (d) Graphic depictions of proposed building improvements that clearly indicate the configuration of spaces within the train room and their relationship to the new train hall, as well as spaces for destination commercial tenants, transit serving commercial uses, and transportation-related uses. Graphic depictions of suggested project improvements to the public realm surrounding the DUS historic building and the interface between the DUS historic building, transit infrastructure and the Wynkoop Plaza. A tabular summary of the mix and distribution of proposed tenancies and uses within the DUS historic building, which may include retail, restaurant, hotel, bar, office, transportation agency spaces, and public spaces. Any perspectives, graphics, and/or images, with supporting text that help articulate the development concept and strategy, such as building character, and key identity elements, amenities, or other features. (2) Strategy. The development strategy should, as specifically as possible, describe how the Proposers would implement the Concept as described in Section A(1). Proposers must include implementation actions that they will take to program, market, and execute development of the DUS historic building and the projected timelines for those actions. (a) Pre-development Period. A schedule and narrative of the key steps that the selected developer intends to take to complete the predevelopment process, including but not limited to the following: (1) attainment of all entitlements, approvals, and agreements with third parties (all such parties should be listed); (2) finalization of design and engineering; (3) refinement of budgets and cost projections; and (4) the attainment of funding commitments. This section must make clear which activities will take place sequentially and which shall take place contemporaneously. Page 14

18 (b) (c) (d) (e) Development Approach and Phasing. Describe and illustrate, as applicable, the sequence and timing of (1) development and leasing of the DUS historic building and (2) integration of the building with transit facilities and the adjoining public realm. Also illustrate any connections to surrounding uses, or off-site components of the proposed development program, as appropriate. Construction delivery method and sequencing information is desirable, if known. Infrastructure Approach and Costs. Identify any anticipated infrastructure requirements, other than the transit facilities, that will need to be built or upgraded to support the Project. Describe the proposed preliminary recommendations concerning approaches to infrastructure given site conditions, cost considerations, and sustainability goals, as well as the basis for those recommendations. Tenanting Strategy. Identify any key anchor tenants for destination uses, at least by type, if not by specific name. Please describe your approach to establishing lease rates for RTD and other public agencies within the Project. Marketing Strategy. Describe the marketing initiatives you, as the Preferred Developer of the DUS historic building, intend to put in place to attract end users. Also describe the programs and approaches you plan to use to activate the building and public plazas. (3) Departures from Vision. Include a section that clearly describes any elements that differ from the vision for the Project as described in the RFQ and a fully articulated rationale for any such differences, including reference to market, financial, cost, and/or other data, as well as design and community considerations, as appropriate. B. Financial Pro Forma. This section provides an opportunity for Proposers to illustrate how to maximize development feasibility while meeting RTD s Business Objectives and to illustrate key issues and challenges in the economics of the Project. This section must include, at a minimum, the following elements: (1) Development Funding Strategy. Explain the likely financial structure of the Project. At a minimum, include the following: Potential sources and amounts of equity and debt financing; Recommended use of the public financing that has already been identified; Strategies for bridge financing or other approaches to compensating for potential delays in the sale of Parcels A and B; Page 15

19 Any minimum preferred return requirements for Proposers as well as financing partners; and How the pre-development costs and any required additional infrastructure investments will be funded. (2) Pre-development Budget. The Proposer must state its commitment to fund all pre-development expenditures. Describe the pre-development budget, including, but not limited to, an estimate of total pre-development costs by activity type and by year. Identify the anticipated source of the Proposer s up-front funding. (3) Asset Management. Specify the asset management program that will be undertaken to secure and maintain the conveyed property during development and thereafter, including the annual budget by line item. These costs should be reflected in the project Pro Forma Statement, along with identified funding sources. (4) Pro Forma Statement. A pro forma statement is a preliminary forecast of the revenues and expenses of the Project, and must adhere to the requirements and format specified in Attachment A, which is attached hereto and incorporated by reference herein. The purpose of the pro forma is to allow RTD to more fully understand the Proposer s approach to maximizing the feasibility of the Project, the potential returns to all parties, and the key conditions/assumptions required. Proposers also should use the pro forma statement to indicate changes in specific assumptions that could significantly improve/ enhance project returns to all parties. (5) Projected RTD Financial Impacts. Based on the pro forma cash flow, provide projections that illustrate any projected lease revenue to RTD after accounting for the costs of annual operations and maintenance of DUS historic building covered by cash flow. C. Management Approach. A management plan should identify the composition of the management team, including the roles of key personnel and the percentage of their time devoted to this Project, as well as the decision-making process within the organization. This section of the Technical Proposal/Business Plan must include, at a minimum, the following: (1) Key Personnel. (a) (b) Identify the specific personnel who will be committed to the management of each phase of the Project: design, construction and property management. For each key person identified above, describe their experience with projects associated with historic building renovation/re-use, public Page 16

20 private partnerships, and other types of innovative development. Attach their personal résumés. (c) (d) Describe the percentage of time devoted to this Project for each key person. Identify the roles and responsibilities for consultants, attorneys, and other team members, as well as staff. (2) Property Management. (a) (b) (c) (d) Describe the Proposer s commitment and approach to on-site property management, including ongoing maintenance and operation of the historic building and the public plaza space in front of the building. Describe RTD s role in on-site property management, including ongoing maintenance and operation of the historic building and the public plaza space in front of the building. Specifically address each obligation of RTD and/or the Station Owner as identified in Attachments C-1 and C-2. Describe your approach to programming of the public plaza space in front of the building, clarifying the roles for the Proposer, RTD and other entities such as the Downtown Denver Partnership and Lower Downtown Development, Inc. (3) Community Interaction. Describe in detail how ongoing interaction with the community and other key stakeholders will be accomplished over the course of the development, including each phase of the design, construction and on-going operation of the historic building. Describe in detail the specific public relations and community outreach strategies that will be used, such as public meetings, advisory committees, community events, use of the internet or other methods to provide consistent and effective interaction with the public. Page 17

21 PART 3 - FRAMEWORK FOR THE EXCLUSIVE NEGOTIATION AGREEMENT 1. Introduction Upon completion of the RFP process, RTD will select a preferred development partner ( Preferred Developer ) to enter into an Exclusive Negotiation Agreement ( ENA ). As discussed in Part 1, the ENA will set forth the terms and conditions for a period of exclusive negotiation on a long-term lease and/or other agreements governing the development and use of the DUS historic building. 2. Procedures and Schedule The Preferred Developer shall take the following actions: A. Within 5 days after receipt of the Notice of Award, the Preferred Developer must make a payment to RTD in the amount of Fifty Thousand Dollars ($50,000) ( Deposit ). Each Proposer acknowledges and agrees that the Deposit is non-refundable if the Preferred Developer decides not to go forward with the Project. The Deposit is intended to be, and shall constitute, liquidated damages to compensate RTD for costs incurred relating to the Procurement Process. Each Proposer acknowledges the difficulty in ascertaining the amount of actual damages that would be incurred by RTD if the parties are unable to reach agreement on an ENA. By submitting a Proposal, the Proposers agree to make the Deposit if selected as the Preferred Developer. B. Within 15 days after receipt of the Notice of Award, the Preferred Developer will create a single entity that will enter into the ENA with RTD. C. To ensure RTD that the project is feasible, final schematic design is required to execute an ENA and must be complete, as determined by RTD, within 60 days after receipt of the Notice of Award. RTD will determine whether any additional work is needed to reach final schematic design and will notify the Preferred Developer of the changes necessary to reach final schematic design. D. RTD anticipates reaching agreement on the terms of an ENA within 90 days after receipt of the Notice of Award. E. Within 120 days after receipt of the Notice of Award, RTD intends to seek approval of an ENA from its Board of Directors. RTD reserves the right to modify these milestones according to the circumstances, as well as to suspend or terminate negotiations for an ENA at any time. 3. Non-Negotiable Terms of the ENA and/or Subsequent Transactions Specific contractual terms and conditions for the long-term disposition and development of DUS will be negotiated subsequent to the signing of an ENA, provided, however, that the Preferred Developer is expected to agree to the following key lease terms in the ENA, as a condition of entering into lease negotiations: Page 18

22 A. The term of any long-term lease of the DUS historic building shall not exceed 60 years. B. The DUS historic building shall not be subject to any lien, mortgage, or other claim. Any conveyance of the DUS historic building is likely to be subject to certain deed restrictions. C. RTD s Business Objectives, as provided in Part 2 of this RFP, must be addressed to the satisfaction of RTD. D. At the time of execution of the ENA, RTD, in its sole discretion, may require the Preferred Developer to make an additional, nonrefundable deposit. E. The Federal Requirements and federally required certifications, attached hereto and incorporated by reference herein as Attachment B, will be included in the ENA. Special considerations for use of federal funds include clauses for Buy America, Davis-Bacon, and DBE participation. In the event that federal funds will not be pursued, contemplated, or used during the life of the Project, RTD in its sole discretion may waive the Federal Requirements as terms and conditions in the ENA. In addition, the Preferred Developer must cooperate with RTD on any procedures and approvals required by the National Environmental Policy Act ( NEPA ) and related laws and regulations if any federal funds or assistance is used on this Project. The Proposer must specifically state any objection to these key terms in the Proposal and explain why such term is unacceptable. 4. Negotiable Terms The following is a non-exhaustive list of terms subject to negotiation between RTD and the Preferred Developer. A. Term over which the ENA will be valid and the Preferred Developer will have exclusive rights. A procedure for extending the ENA may also be described. B. Earnest money deposits made by the Preferred Developer to RTD and the terms for which they are either refunded or kept. C. Associated terms for any property transaction, such as a long-term lease and/or conveyance. D. RTD s participation in any revenues generated from the building (if applicable). Any deal on revenue sharing would need to address hurdle rate of return for the Preferred Developer (if any) and splits above that rate. E. Conditions that need to be met before any property conveyance, for example: Evidence that financing has been secured; Regulatory approvals and entitlements in place; and Page 19

23 Tenant commitments (if applicable). F. Cost breakdown and responsibilities: Costs for which RTD will be responsible; Costs for which the Preferred Developer will be responsible; and Cap on RTD s costs. G. Submittal of a final development plan that addresses issues such as: Financing sources and uses; Pro forma with unleveraged internal rate of return ( IRR ); Phasing, implementation, and schedule; Transition plan detailing how redevelopment work on the DUS historic building will be coordinated with other DUS construction efforts and/or RTD service provision; A property management plan that defines responsibilities related to leasing, management, marketing, and maintenance of the DUS Historic Building and tenant space; and Full scope of environmental studies and risk abatement, including risk transfer and liability concerning hazardous materials. H. Penalties for the Preferred Developer s failure to meet agreed schedule. I. Proposed plan for participation in RTD s Workforce Initiative Now (WIN) Program. J. Coordination on any potential NEPA studies. Page 20

24 PART 4 - ATTACHMENTS Page 21

25 ATTACHMENT A: PRO FORMA STATEMENT REQUIREMENTS/ASSUMPTIONS (Included in Disk 1) Page 22

26 ATTACHMENT B: FEDERAL REQUIREMENTS (Included in Disk 1) Page 23

27 ATTACHMENT C: OPERATIONS AND MAINTENANCE OF DUS HISTORIC BUILDING Page 24

28 ATTACHMENT C-1: IGA FOR DUS HISTORIC ZONE AT-GRADE PUBLIC IMPROVEMENT OPERATION AND MAINTENANCE (Included in Disk 1) Page 25

29 ATTACHMENT C-2: DECLARATION OF COVENANTS AND EASEMENTS FOR THE DUS HISTORIC ZONE AND RELATED AREAS, WITH EXHIBITS (Included in Disk 1) Page 26

30 ATTACHMENT D: SPACE REQUIREMENTS AT DUS HISTORIC BUILDING Page 27

31 ATTACHMENT D-1: AMTRAK AGREEMENTS (Included in Disk 1) Page 28

32 ATTACHMENT D-2: IGA BETWEEN RTD AND DIA (Included in Disk 1) Page 29

33 ATTACHMENT E: REQUIRED CERTIFICATIONS (Included in Disk 1) Page 30

34 ATTACHMENT F: RFQ NO. 11-DH-014 FOR DENVER UNION STATION HISTORIC BUILDING RE-USE (Included in Disk 1) Page 31

35 PART 5 - REFERENCE MATERIALS Page 32

36 APPENDIX A: 2008 OPERATING COSTS FOR DUS HISTORIC BUILDING (Included in Disk 3) Page 33

37 APPENDIX B: EXISTING PUBLIC FUNDING FOR DUS HISTORIC BUILDING (Included in Disk 3) Page 34

38 APPENDIX C: ENVIRONMENTAL CONDITIONS (Included in Disk 2) Page 35

39 APPENDIX C-1: RTD DOCUMENTS PERTAINING TO HAZARDOUS MATERIALS (Included in Disk 2) The following is a list of documents included in Appendix C 1, and a summary of each: 01013s96 Summary of Work.REV pdf: This Summary of Work was generated for removal and proper disposal of asbestos contaminated soils within crawlspace areas of the Denver Union Station UnionStationsummaryofwork.final pdf: This Summary of Work was generated for the removal of Lead Based Paints from the base stone facia on the south side (Wynkoop facing side) of the east wing (wing closest to Coors Field) of Denver Union Station, and was to be used in conjunction with the RTD Master Lead Based Paint Abatement Specifications (included with Summary of Work in document RTD Union Station Lbp Spec Final pdf) Crawlspace Contamination Letter of Clarification Final pdf: This letter was generated in response to a request from RTD to submit clarification as to requirements for personal protection for employees or subcontractors working in the crawlspace areas of the Denver Union Station DUT East Wing Asb & Pb Bulk Sample Report Final pdf: This Asbestos and Lead Paint survey report was generated in anticipation of carpeting replacement in the 2nd floor hallway of the East wing of the Denver Union Station. The survey was limited to floor tiles and associated adhesives present in the hallway, and paints on floors and walls immediately adjacent to the flooring in the hallway DUT Gift Shop and Railcar Diner Asb_Pb Rpt.Final pdf: This Asbestos Inspection and Lead Based Paint Survey was performed within the Gift Shop and Railcar Diner areas in anticipation of demolition of interior finishes and remodel activities RTD.DUT.Air Monitoring Report Final pdf: This report was generated upon completion of removal and proper disposal of asbestos containing materials and lead paints associated with interior finishes slated for disturbance due to carpeting replacement in the 2nd floor of the east wing of Denver Union Station RTD.DUT.Gift Shop Air Monitoring Report.Final pdf: This report was generated upon completion of removal and proper disposal of asbestos containing floor tiles from the Gift Shop area within Denver Union Station RTD_DUT Main Lob Win LBP Screen Ltr Rpt.Final.pdf: This Lead Based Paint Screening was performed on the main atrium transom windows prior to planned stripping of paints in anticipation of returning the window frames to their original varnish finish RTD.DUT ACM_Pb Roof Inspection FINAL.pdf: This report was generated upon completion of a limited asbestos and lead paint survey of the roof of Denver Union Station in anticipation of roof replacement Summary of Work.DUS.final pdf: This summary of work document was prepared to address the removal and proper disposal of asbestos containing floor tiles present in suites 238, 239, 244 & 245 of the east wing of Denver Union Station RTD DUS Air Monitoring Report FINAL pdf: This asbestos abatement and air monitoring report was generated upon completion of removal and proper disposal of asbestos containing floor Page 36