A (RFQ) FOR DENVER UNION STATION HISTORIC BUILDING RE-USE REGIONAL TRANSPORTATION DISTRICT (RTD) 1600 BLAKE STREET DENVER, COLORADO 80202-1399 RFQ NO. 11DH014 MAY, 2011 DENVER UNION STATION BUILDING RE-USE
STATEMENT OF QUALIFICATIONS DUE: June 20, 2011 TABLE OF CONTENTS 1.0 INTRODUCTION... 1 1.1 PROCUREMENT PROCESS... 3 1.2 PROJECT GOALS... 4 1.3 SUBMITTER RESPONSIBILITIES... 6 2.0 BACKGROUND INFORMATION, RFQ PROCESS... 6 2.1 PROJECT DESCRIPTION, SCOPE OF WORK... 6 2.1.1 DENVER HISTORIC BUILDING RE-USE... 7 2.1.2 Project Background... 9 2.3 RFQ SCHEDULE... 10 2.4 RTD CONTACT... 10 2.5 QUESTIONS AND CLARIFICATIONS - ADDENDA... 11 2.6 MAJOR PARTICIPANT AND SPECIFIED TEAM MEMBERS... 11 2.7 ORGANIZATIONAL CONFLICTS OF INTEREST... 11 2.8 CHANGES TO ORGANIZATIONAL STRUCTURE... 12 3.0 CONTENTS OF SOQ... 12 3.1 INTRODUCTION... 12 3.2 SUBMITTER EXPERIENCE... 13 3.3 PROJECT UNDERSTANDING... 13 3.3.1 Submitter s Experience... 13 3.3.2 Current and Projected Workloads... 14 3.4 LEGAL AND FINANCIAL... 14 3.4.1 Acknowledgment of Clarifications and Addenda... 14 3.4.2 Organizational Conflicts of Interest... 14 3.4.3 Legal Structure... 14 4.0 SOQ SUBMITTAL REQUIREMENTS... 15 4.1 DUE DATE, TIME AND LOCATION... 15 4.2 FORMAT... 15 4.3 QUANTITIES... 15 5.0 EVALUATION PROCESS... 16 5.1 SOQ REVIEW... 16 5.2 INTERVIEW... 16 5.3 SOQ EVALUATION... 16 5.4 DETERMINING SHORT LISTED SUBMITTERS... 17 5.5 NOTIFICATION OF SHORT LISTING... 17 6.0 REQUEST FOR PROPOSALS (RFP) PHASE... 17 6.1 REQUEST FOR PROPOSALS... 17 6.2 RFP CONTENT (FOR INFORMATION ONLY)... 17 6.2.1 RFP Structure... 17 DENVER UNION STATION BUILDING RE-USE
6.2.2 RFP Information... 18 6.3 PROPOSAL EVALUATIONS... 18 APPENDIX Appendix A Background Materials Appendix B DUS Historic Building Lease and Occupancy Data Appendix C - Building Owner Improvements FORMS FORM A FORM B Submitter and Major Participant Information Addenda/Clarification Acknowledgement DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page ii
1.0 INTRODUCTION The Regional Transportation District ( RTD ) is a political subdivision of the State of Colorado. RTD is statutorily authorized to operate the mass transportation system for the Denver metropolitan region ( District ). RTD is governed by a 15-member, publicly-elected Board of Directors ( Board ). All contracts above a minimal value are subject to approval by the RTD Board. RTD is requesting a Statement of Qualifications (SOQ) from entities ( Submitters ) interested in serving as development partner with RTD for the Historic Building at Denver Union Station (DUS). Formerly Denver Union Terminal, DUS is Denver s historic train station originally built in 1881 and rebuilt in 1894 after a fire destroyed the original structure. The historic building will continue to serve as the central building within the $500 million multimodal hub for the RTD FasTracks program. The development partner will work with RTD to help activate the Historic Building and execute a redevelopment proposal that reflects the goals identified by various stakeholders and members of the public, and were approved by RTD s Board of Directors in April 2011. The planning steps leading up to this RFQ are summarized below: 2001 - RTD purchased DUS for $50 million in accordance with an Intergovernmental Agreement among the DUS Partners: RTD, the City and County of Denver (CCD), Colorado Department of Transportation (CDOT) and the Denver Regional Council of Governments (DRCOG). 2004 The DUS Master Plan was completed by the DUS Partners to serve as a blueprint for identifying historic aspects of the building, redeveloping the 19.5 acres of surrounding land, preparing an Environmental Impact Statement, and rezoning the site for transit oriented development (TOD). 2006 Denver Union Station Neighborhood Company (USNC) was selected as the master developer for the DUS master plan project as outlined in the DUS Master Plan Update. 2008 The DUS Master Plan Supplement was completed by the DUS Partners and included updated information about the location of the light rail, commuter rail and bus terminal transportation components and the private real estate joint developments to be built by USNC on the 19.5- acre DUS site. 2008 The DUS Environmental Impact Statement was completed addressing the overall function of land use factors and transportation improvements around the site but not specifically identifying future uses of the historic building other than meeting a transportation function. 2008 - A development agreement was signed with USNC outlining public/private partnership responsibilities as well as setting forth interim dates for land purchase and development of the surrounding land, but not the historic building itself. DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 1
2009 The Denver Union Station Project Authority (DUSPA) was formed as an intergovernmental transportation authority to manage the construction and financing of the DUS project. 2010 - USDOT approved over $300 million in Railroad Rehabilitation and Improvement Financing (RRIF) and Transportation Infrastructure Finance and Innovation Act (TIFIA) loans to ensure that the transit infrastructure will move forward on schedule for completion in 2014. Major construction activity on the light rail, regional bus, commuter rail, road, and public realm elements of the project is initiated. This RFQ is being issued to select a Development Partner for the Historic Building in this updated context and execute a redevelopment proposal based upon the work RTD has partnered on with various stakeholders and members of the public. Beginning in 2010, RTD commissioned a Stakeholder Committee to identify potential uses for the rehabilitation and reuse of the DUS Historic Building. The Stakeholder Committee developed building reuse goals, considered alternative reuse scenarios, evaluated the ability of the reuse scenarios to meet community goals, and discussed the process for selecting a developer to complete the building restoration and reuse. Given the high profile nature of DUS s iconic setting in the community, the study process was designed to provide an opportunity for targeted involvement from stakeholders and the general public to allow the RTD Board to efficiently incorporate public input into their decision-making process. More detailed information on this process is provided in Appendix A, Background Materials. Four basic elements were studied: Existing setting informing partners, stakeholders, and the general public of physical and functional parameters presented by DUS Historic Building redevelopment Types of Uses understanding the context in which potential types of uses should be analyzed; i.e., possible configurations, sizes, relationship to other uses, economics, etc. Financial consideration of sources/uses of existing funds, market conditions for various redevelopment scenarios, rate of return and other measures of feasibility Management, operation and maintenance options for future uses The agency also recruited an Expert Panel of real estate development and finance experts to advise RTD, as owner of the historic station building, on real estate development and financing issues including supportable uses, financial feasibility and risks, and developer selection. The Expert Panel stressed that this project is a challenging undertaking both from a perspective of the improvements needed to restore the building to historic preservation standards and from a financial perspective given the uncertain timing of project financing. The project has $17 million in funding dedicated to building restoration and renovation. The anticipated capital structure and timing, is shown in Table 1. The primary funding DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 2
sources for the building s core and shell improvements are anticipated to be $3.0 million from RRIF/TIFIA federal loans, a $4.0 million Funding Advancements for Surface Transportation and Economic Recovery (FASTER) grant, and the land sales executed by the USNC for Blocks A and B in the rear (west) of the building. Theses blocks are estimated to sell for $10.0 million each ($20.0 million total), with $14.0 million allocated to the building budget. As shown, total potential sources exceed potential uses by $4.0 million, or the amount of the recently secured FASTER grant. However, due to current economic and market conditions, the anticipated land sales may or may not take place on the current schedule. The total financing therefore has some uncertainty that will need to be addressed in the proposal by the successful submitter. Description Total Committed Deferred 2010 2011 2012 2013 2014 2015 Uses (Millions) Minimum Core and Shell $7.0 $7.0 $0.0 $4.5 $2.5 Additional Core and Shell $10.0 $0.0 $10.0 $10.0 Total Capital $17.0 $7.0 $10.0 $0.0 $4.5 $2.5 $0.0 $10.0 $0.0 Sources (Millions) RIF/TIFIA Federal Loans $3.0 $3.0 $0.0 $3.0 Land Sales Sale Price Block A $10.0 $5.0 $0.0 $5.0 $5.0 Block B $10.0 $5.0 $0.0 $5.0 $5.0 Subtotal $20.0 $10.0 $0.0 $10.0 $10.0 Grants $4.0 $4.0 $0.0 $1.5 $2.5 Total Sources $17.0 $7.0 $10.0 $0.0 $4.5 $2.5 $0.0 $10.0 $0.0 Difference (Shortfall/Surplus) $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 Source: RTD; Economic & Planning Systems H:\20886-Denver Union Station Feasibility Analysis\Models\[030311 EPS Draft Alt. Feasibility.xls]Sources and Uses Table 1. Planned improvements intended to address DUS Historic Building restoration and core and shell deficiencies will be accomplished by RTD and DUSPA as part of the $4 million FASTER grant. The intent of these basic renovations is exterior maintenance and rehabilitation to preserve the historic façade and structural integrity of the building as well as upgrades to the main train room interior for current and future use by AMTRAK and transit passengers. A general timeline and scope of improvements is shown in Appendix C, more details will be provided at the RFP stage. The selected Development Partner will be responsible for additional building modifications and tenant improvements needed to accommodate the future uses. 1.1 PROCUREMENT PROCESS RTD will use a two-phase RFQ/RFP procurement process to select development partners to deliver the Project. Submitters responding to this Request for Qualifications must first provide a Statement of Qualifications (SOQ). The Submitter is defined as the entity, joint venture, or individual that tenders an SOQ. RTD will evaluate the SOQs to determine which Submitters are the most qualified to successfully deliver the Project. RTD is anticipating to short list a maximum of four of the most qualified Submitters. DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 3
After short listing the most qualified Submitters, RTD will issue a Request for Proposals ( RFP ) for the Project to the short-listed Submitters as defined in Section 6. RTD reserves the right to not move forward to the RFP phase if it deems RFQ submittals to be insufficient. RTD intends to engage in an exclusive negotiation agreement (ENA) with the successful firm offering the best value at RTD s sole discretion. RTD intends to procure the Denver Union Station Re-use project as a Small Business Commitment project. The specific details related to this process will be advanced during the RFP stage. If Federal funding were to subsequently become available, submitters must be able to comply with all applicable local, state, and federal requirements, including but not limited to: Americans with Disabilities Act (ADA), Buy America Act, RTD Small Business Enterprise (SBE) participation requirements, Equal Employment Opportunity (EEO) policies, laws, rules and regulations, and Davis Bacon Act requirements. 1.2 PROJECT GOALS In concert with the recently completed re-use study described earlier, the following goals have been established for the Project: New destination uses must activate the building during peak and non-peak transit times. - Uses should draw in visitors, residents and workers in Lower Downtown, the Commons neighborhood and downtown Denver, as well as create a destination for people everywhere in the Denver region. - A majority of new uses should be destination-oriented uses which meet the needs of transit users in peak and non-peak times and the needs of Lower Downtown, the Transit District and adjacent areas at all times. - Uses should draw in travelers on bus, light rail and commuter lines and enhance the transit/traveler experience: o o o o Those who will move quickly through the station to catch a train or bus and those who travel to the station and then move quickly through the station to their downtown destination Those who will use their limited time in the building on the way to or from a transit trip for a quick bite to eat or a cup of coffee or to get a piece of information about their travel Those who arrive and have time to shop, eat a leisurely meal, or walk through an exhibition that entertains, instructs or inspires. Those who will be there for arriving or departing travelers. - New uses should give the building life day and night, seven days a week. New uses will energize Union Station as the regional transportation hub. - The central train room, as an integral part of the public realm that connects Wynkoop Plaza and the new train hall, needs to be accessible at all hours of transit operations (5 am 2 am). DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 4
- Uses in the train room should relate to the new train hall and create a visual connection through the historic central train room on the new train hall side of the building. - New first floor uses should activate the central train room, including accommodating Amtrak s needs with sufficient square footage in appropriate locations. - Suggested uses must recognize that the Union Station Project as a whole is a transportation project, and new uses must be compatible with FasTracks and Amtrak customers. New first floor uses will give life to the adjacent public realm and vice versa. - Uses on the first floor of the north and south wings must relate to and take full advantage of the public plazas on the Wynkoop side of the building, drawing users into and out of the building and creating east-west pedestrian movement. - New uses on the ground floor of the historic building and in the new wing buildings offer an opportunity to activate the plaza space and should complement each other. The central train room must remain the focal point of the building and adjacent public realm. - The central train room should not be substantially divided and the volume of space should maintain visual access to both sets of grand windows to the east and the west. Users should perceive the central train room as a singular space. - While the integrity of the central train room is important, this should not exclude the possibility of using the mezzanine as an integral part of the space and making it publically accessible. - Uses adjacent to the central train room (on both first and second floors) are critical to help activate the space, provide natural surveillance (eyes on the space) and provide a visual connection from the exterior to and from the central train room. Redevelopment must preserve the historic integrity of the building. - Individual architectural features identified as original throughout the Historic Structures Assessment, regardless of their construction date, and the various finishes and materials that make up the walls, floors, and ceilings should be given every consideration for retention prior to planning for modifications. - Critical deficiencies, as outlined in the Historic Structures Assessment, should be addressed in any plan going forward and repairs to serious deficiencies should be given careful consideration when choosing any use or layout. - The central train room restoration should make the train room active while utilizing and preserving some or all of the benches in some configuration (repositioning, relocating or making them moveable). - The uses must fit the physical constraints of the building envelope. DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 5
The new uses should serve the neighborhood and the station district area. - The uses should support and complement the development program in the rest of the station district, Commons and Lower Downtown neighborhoods. - It is important to encourage uses unique to Denver, the transit district, Commons, Lower Downtown. The new uses must, in the aggregate, allow the building to be financially independent, or the uses should have a dedicated funding source. - Using historic preservation tax credits, even though that could require selling the building to a private interest for at least some period of time, should be considered in financing the restoration and revitalization of the building. - Public/private partnerships should be encouraged as a way to meet the dual need for the building to serve the citizens of Denver, and to be financially self sustaining. - Uses must generate revenue for building renovation and cover building operations. - Uses must support tax generation in the project area which is essential to repay project debt. 1.3 SUBMITTER RESPONSIBILITIES Each Submitter is solely responsible for ensuring that RTD s Contract Negotiator, as described in Section 2.4, has the contact person s name and e-mail address. If an entity intends to submit a proposal as part of a team, the entire team is required to submit a single SOQ as a single Submitter. The Submitter must keep its contact information current. RTD is not responsible for forwarding addenda or other information to incorrect or non-current addresses. Each Submitter shall provide qualifications and express an interest in the DUS Historic Building Re-use project. 2.0 BACKGROUND INFORMATION, RFQ PROCESS 2.1 PROJECT DESCRIPTION, SCOPE OF WORK The DUS Historic Building Reuse Project is a challenging project requiring the Developer Partner to complete required building improvements using public funds under a public private partnership. This entity is also expected to develop, lease and manage the reuse of the building for revenue generating uses consistent with the Project Goals outlined in Section 1.2 above, and in association with the suggested financial structure to be requested in the RFP stage business proposal. As owner of the building, RTD intends to retain a property interest (unspecified as to form) on the premises for transit purposes. DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 6
2.1.1 DENVER HISTORIC BUILDING RE-USE The DUS Historic Building Re-use project must take into account the following elements: Structural characteristics may limit specific uses; e.g., walls that stay in place limit availability of contiguous space. Existing costs to maintain/operate the building are approximately $1 m/year. Estimated funds needed to improve the building are tied to uncompleted land sales, funds cannot be diverted from existing transit improvements. - $7 million committed - $10 million dependent upon future land sales Amtrak will require similar size space upon return in May, 2014. Future uses must be self-sustaining as there are no funds in RTD s budget to fill any gap between revenue and operating costs. Most pedestrian activity from transit will occur around the building, not inside, therefore uses cannot rely solely on transit riders for viability. A LEED EB certification will be required for the facility. No on-site parking has been designated, redevelopment options will need to take parking into account. Asbestos and lead base paint is present in the building. Current leasable space within the DUS Historic Building is 41,598 sq. ft. as follows: 5,146 sq. ft. under 30-day licenses/lease agreements that may be terminated with 30- day written notice 5,661 sq. ft. under lease agreements that may be terminated with prior written notice at least 90 days before the effective termination date (includes USNC space) 5,550 sq. ft. (Suite 200) under a 10-year lease agreement with options to extend expiring December 31, 2019 and may be terminated with 180-day prior written notice only if RTD intends to redevelop the entire Building, change the nature or character of the entire Building or all of the tenants in the Building or lease the entire Building to a single tenant DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 7
7,975 sq. ft. occupied by Kiewit Western Company under a 3-year lease agreement with options to extend that expires May 31, 2014 and may be terminated with 90-day written notice only if the Design Build Agreement between DUSPA and Kiewit is terminated by DUSPA or Kiewit 6,004 sq. ft. occupied by RTD DUS Project, DUS Management, and DUSPA, first floor security office; no agreements in place 11,262 sq. ft. currently vacant Exclusions from this total include: Basement and attic spaces 7,723 sq. feet committed to Amtrak in May 2014 Two model railroad operations occupy 7,539 square feet in the basement, one with 1,339 sf under a 30-Day License Agreement that may be terminated with 30-day written notice and one with 6,200 sf under a 1-year lease that may be terminated with a 120-day written notice Specific lease and occupancy data is contained in Appendix B. Future space commitments to the building include: Amtrak Comparable space for existing Amtrak operations similar to what they had before they were temporarily relocated-- ticketing, bag storage, offices, locker rooms and other required facilities will be required. It is expected that the selected Development Partner will be required to work cooperatively with RTD and Amtrak to address the location and configuration of Amtrak s future space needs. Under RTD s agreement with Amtrak, RTD is required to space available for Amtrak by May 2014. Regional Transportation District (RTD) RTD will require space for operational needs such as ticketing, train operations, and other potential uses. These space needs have not been fully defined and will require the Development Partner to work with RTD staff to determine the location and configuration of RTD s future space needs. DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 8
Denver International Airport (DIA) RTD has committed to DIA to provide space at DUS for potential remote baggage service for airport passengers. DIA has developed a conceptual model for how this function may work at DUS, but has not defined a specific space requirement. The selected Development Partner will be required to work with RTD and DIA to address this issue. Denver Transit Partners (DTP) 800 sq. feet for transportation staff facilities (small kitchen, rest area, office and reporting areas) and operations control equipment (back-up control center, computer equipment, work stations) for commuter rail operations has been identified by DTP. Future re-use opportunities for DUS should respond to the evaluation criteria defined within this RFQ. RTD is flexible and will consider alternative real estate business structures by development partner teams. RTD s ultimate goal is to make sure that the Historic Building serves as a transportation hub for the Denver region and, in conjunction, the building is a unique, active and lively place that serves as a regional destination. 2.1.2 Project Background The following reports, plans, and documents will be provided to the short-listed Proposers: Amtrak Memorandum of Agreement Denver Union Station Master Plan and EIS DUSPA background documents (e.g., LOI, Master Developer agreements, etc.) Denver Union Station Re-use study materials, presentations, memos Landmark Preservation Guidelines Existing Condition Floor Plans Denver Union Station Historic Structure Assessment Value Market Appraisal 2008 2.1.3 Zoning and Land Use The Historic Building resides in a Transit Mixed-Use District (T-MU-30). According to the City and County of Denver s zoning code: DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 9
T-MU-30 Transit Mixed-Use District. The T-MU-30 district provides for urban development proximate to a mass transit railway system station to promote a mix, arrangement, and intensity of uses that support transit ridership and use of other transportation modes, especially walking. The arrangement of uses allows residents, workers, and shoppers to walk to transit and other destinations within the district. The T-MU-30 district allows the broadest range of uses and most development intensity. The T-MU-30 district is intended for station areas with adequate land to create a viable transit oriented development (TOD) and to transition to the surrounding community.at-mu-30 district must be proximate to a mass transit railway system station and have a direct pedestrian connection to that station. That point of a T-MU-30 district that is nearest to a mass transit railway system station shall be located no more than 1500 feet from the intersecting center lines of the tracks and adjacent passenger loading platforms. T-MU-30 zoning allows for most uses otherwise permitted in the City and County of Denver. For more specific information on allowable uses, refer to section 59-303 in the Denver Zoning Code. 2.1.4 Historic Designation The DUS Historic Building is on the National Register of Historic Places. Because of this eligibility, the building is subject to the rules and regulations of the Secretary of the Interior regarding modifications or changes to the physical structure. The building may also be eligible for Federal and State Historic Tax Credits for commercial investments. 2.3 RFQ SCHEDULE The deadline for submitting RFQ questions and the SOQ due-date stated below apply to this RFQ. RTD also anticipates the following additional project milestone dates. This schedule is subject to revision by addenda to this RFQ. Issue RFQ May 27, 2011 Deadline for submitting written RFQ questions 3:00 pm June 6, 2011 RTD response to RFQ questions June 10 2011 SOQ due date 3:00 pm June 20, 2011 Notify short-listed Submitters July 15, 2011 2.4 RTD CONTACT Bob Brown is the RTD Contract Negotiator for this solicitation. As the Contract Negotiator, Bob Brown is RTD s sole contact person and addressee for all communications regarding the Project. All inquiries and comments regarding the Project, and the procurement thereof, must be sent in writing by e-mail or letter with pre-paid postage to: Bob Brown, Contract Negotiator Regional Transportation District DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 10
1600 Blake Street Denver, Colorado 80202 Phone 303-299-2228, Fax 303-299-2010 E-mail bob.brown@rtd-denver.com During the Project procurement process, commencing with issuance of this RFQ and continuing until award of a contract for the Project or cancellation of procurement, no employee, member, or agent of any Submitter shall have ex parte communications regarding this procurement with any member of RTD or any contractors or consultants involved with the procurement, except for communications expressly permitted by this RFQ, or subsequent to issuance of the RFP, except for communications expressly permitted by the RFP. Any Submitter engaging in such prohibited communications may be disqualified at the sole discretion of RTD s Contract Negotiator. 2.5 QUESTIONS AND CLARIFICATIONS - ADDENDA Questions and requests for clarification regarding this RFQ must be submitted in word format via E-mail to RTD s Contract Negotiator, as described in Section 2.4. To be considered, all questions and requests must be received by 3:00 pm, on the date indicated in Section 2.3. RTD reserves the right to revise this RFQ at any time before the SOQ is due. Such revisions, if any, will be announced by addenda to this RFQ. All questions must be addressed to RTD s Contract Negotiator. RTD will provide written responses to all questions and requests for clarification. RTD will send an e-mail notification to the contact person for every Submitter as soon as each addendum or clarification is issued. The notification will include an electronic copy of the addendum or clarification, when possible. 2.6 MAJOR PARTICIPANT AND SPECIFIED TEAM MEMBERS As used herein, the term Major Participant means any of the following entities: all general partners or joint-venture members of the Submitter; all individual(s), person(s), any other specified team member, proprietorship(s), partnership(s), limited-liability partnership(s), corporation(s), professional corporation(s), limited-liability company(ies), business association(s), or other legal entity, however organized, holding (directly or indirectly) a 15% or greater interest in the Submitter. Form A (attached) is required to be completed by the entity who will redevelop the building, e.g., whether it is a contractorsubcontractor relationship, joint venture, partnership, or other legal entity. Form A is also required to be completed by all Major Participants and specified team members as defined above. 2.7 ORGANIZATIONAL CONFLICTS OF INTEREST The Submitter s attention is directed to 23 CFR Section 636 Subpart A, and in particular to Subsection 636.116 regarding organizational conflicts of interest. Section 636.103 defines organizational conflict of interest as follows: Organizational conflict of interest means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 11
owner, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. The Submitter agrees that if, after award, an organizational conflict of interest is discovered, the Submitter must make an immediate and full written disclosure to RTD that includes a description of the action the Submitter has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, RTD may, at its discretion, cancel the bidder s participation in this Project. If the Submitter was aware of an organizational conflict of interest prior to the award of the contract and did not disclose the conflict to RTD, RTD may terminate the contract for default without liability. 2.8 CHANGES TO ORGANIZATIONAL STRUCTURE Major Participants and key personnel identified in the SOQ may not be removed, replaced, or added without the written approval of RTD. RTD may revoke an awarded contract if any Major Participant(s) or key personnel identified in the SOQ is removed, replaced, or added to without RTD s written approval. To qualify for RTD s approval to remove, add or replace key personnel, the written request must document that the proposed removal, replacement, or addition will be equal to or better than the Major Participant or key personnel provided in the SOQ. RTD will use the criteria specified in this RFQ, and the qualification submitted by the Submitter in the SOQ, to evaluate all requests. Requests for removals, replacements, and additions must be submitted in writing to RTD s Contract Negotiator as described in Section 2.4. 3.0 CONTENTS OF SOQ This section describes specific information that must be included in the SOQ. The SOQ must follow the terms of this Section 3. Submitters shall provide brief, concise information that addresses the requirements of the Project consistent with the evaluation criteria described in this RFQ. Documents submitted pursuant to this RFQ will be subject to the Colorado Open Records Act, C.R.S. 24-72-201, et. seq.; all information will be considered to be property of RTD for its use to evaluate proposals. 3.1 INTRODUCTION Provide a letter of introduction that includes the business name, address, business type (e.g., corporation, partnership, and joint venture), business information, and roles of the Submitter and each Major Participant. Submitter and Major Participant information must be provided on Form A attached to this RFQ. Separate forms must be provided for each Major Participant. The Submitter must identify one contact person and his or her address, telephone and fax numbers, and e-mail address. RTD will send all Project-related communications to this contact person on behalf of the Submitter during the procurement process. Authorized representatives of the Submitter organization and Major Participants must sign Form A. If the Submitter is a joint venture, all joint venture members must sign Form A. If the Submitter is not yet a legal entity, the Major Participants must sign Form A. Each joint venture member must certify the truth and correctness of the contents of the SOQ. The introduction of the SOQ must include a Title Page and Table of Contents. DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 12
The contractor shall have the ability to obtain the appropriate contractor license from the jurisdictional authority. 3.2 SUBMITTER EXPERIENCE RTD will evaluate at its sole discretion the capabilities of the Submitter to effectively deliver the Project. Describe the experience that the Submitter (if the Submitter is not yet existing or is newly formed, please explain) and each Major Discipline Leader and Key Personnel have in similar projects regarding the redevelopment of a historic structure. For projects in which several of the proposed Major Participants were involved, the Submitter may provide a single project description. Highlight experience relevant to the Project that the Submitter / Major Participants and Key Personnel have gained and cite projects of similar size and scope to that anticipated for the Project. Desired focus areas include: complex development projects using public/private sector funds; access to private equity and commercial debt financing for these types of projects; reuse or redevelopment of historic buildings for mixed and/or commercial uses; and use of innovative public/private financing to complete projects with a public use or purpose. Describe the experience of the Submitter and team members, including the lead developer, and any subsequent developer team member. Describe completed projects of a similar size or scale on schedule and within a designated budget, and any projects completed for RTD or its Partner agencies in DUS: the City and County of Denver, CDOT or DRCOG. The submittal of qualifications and experience for non-developer team members including architects, designers, economists, engineers, legal representation, is optional at this point in time. RTD is specifically interested in the background, experience, and financial capacity of the entity of the Submitter as well as its equity and financial partners. 3.3 PROJECT UNDERSTANDING 3.3.1 Submitter s Perspective and Relevant Experience Submitters should demonstrate their understanding of the goals for the DUS Historic Building redevelopment as well as the development and financial constraints by submitting a short three-four page narrative describing their overall concept and methodology for the project. This should include a general vision for the project describing type and mix of uses, and how that vision achieves the goals set out for the project. Due to significant development constraints in the project, the Submitter should also describe any innovative bridge financing techniques or other strategies to achieve this vision in a reasonable time frame. Short-listed submitters will be given the opportunity to describe these concepts in more detail at the RFP stage. Please also include references, an audited annual financial report or an independent accountant review of annual financial statements of the Submitter s company or partnership, and if an LLC, an audited financial report or accountants opinion of financial conditions of the all participating companies, individuals, or partnerships. DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 13
3.3.2 Current and Projected Workloads Provide a summary of current and projected workloads for the Submitter and Equity Partners through 2014 giving estimates of the number of Projects and approximate value of work under contract. Provide a summary of current and projected workloads for the Major Participants and key personnel. 3.4 LEGAL AND FINANCIAL 3.4.1 Acknowledgment of Clarifications and Addenda Identify all clarifications and addenda received by number and date by completing Form B (attached). 3.4.2 Organizational Conflicts of Interest Identify all relevant facts relating to past, present or planned interest(s) of the Submitter s team (including the Submitter, Major Participants, proposed consultants, contractors and subcontractors, and their respective chief executives, directors, and key project personnel) which may result, or could be viewed as, an organizational conflict of interest in connection with this RFQ (see Section 2.7). The Submitter shall disclose: (a) all current contractual relationships with RTD, CDOT, DRCOG, and the CCD (by identifying the contract number and project manager); (b) present or planned contractual or employment relationships with any current RTD, CDOT, DRCOG, and the CCD; and, (c) any other circumstances that might be considered to create a financial interest in the contract for the Project by any current RTD, CDOT, DRCOG, and the CCD employee if the Submitter is awarded the contract. The Submitter must also disclose any current contractual relationships with RTD s development advisor Economic & Planning Systems (EPS). The above disclosures are for informational purposes only and shall not constitute a limitation on the Submitter s ability to submit. For any fact, relationship, or circumstance disclosed in response to this Section 3.4.2, identify steps that have been or will be taken to avoid, neutralize, or mitigate any organizational conflicts of interest. If Major Participants in different Submitter teams belong to the same parent company, each Submitter must describe how the participants would avoid conflicts of interest between the different Submitter teams. 3.4.3 Legal Structure If the Submitter organization has already been formed, provide complete copies of the organizational documents that allow, or would allow by the time of contract award, the Submitter and Major Participants to conduct business in the State of Colorado. If the Submitter organization has not yet been formed, provide a brief description of the proposed legal structure or draft copies of the underlying DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 14
agreements. The information requested in this paragraph refers not only to the registration and/or licenses of the Major Participants to do business in Colorado, but also requests a description of the relationship of the entity that will redevelop the building, including the equity interest of each owner of a joint venture or partnership, or an estimate if the entity has not yet been formed. 4.0 SOQ SUBMITTAL REQUIREMENTS The following section describes requirements that all Submitters must satisfy in submitting SOQs. Failure of any Submitter to submit its SOQ as required in this RFQ may result in rejection of the SOQ. 4.1 DUE DATE, TIME AND LOCATION All SOQs must be received by 3:00 pm, on the SOQ due date indicated in Section 2.3, and must be delivered to: Bob Brown, Contract Negotiator Regional Transportation District 1600 Blake Street Denver, Colorado 80202 RTD will not accept SOQs by email, facsimile or electronic transmission. Any SOQ that fails to meet the deadline or delivery requirement will be rejected without opening, consideration, or evaluation. 4.2 FORMAT The SOQ must not exceed 30 single-sided pages (including the Title Page and Table of Contents but not including section dividers and appendices). Copies of Forms A, and B are also not included in the 30 page limit. SOQs must be presented in two-ring (D-ring) binders, indexed and with tabs. Except for charts, exhibits, and other illustrative and graphical information, all information must be printed on 8.5 by 11 paper. Charts, exhibits, and other illustrative and graphical information may be on 11 by 17 paper but must be folded to 8.5 by 11, which will be counted as one sheet and must be limited to 8 sheets. Drawings may be presented in half size. All printing, except for the front cover of the SOQ and Forms A and B must be Times New Roman, 12-point font, single space 1 margins. All dimensional information must be shown in English units of measure. Submitters are strongly encouraged to be concise but comprehensive. The front cover of each SOQ must be labeled Denver Union Station Historic Building Reuse, RFQ# 11DH014 and Statement of Qualifications along with the date of submittal. 4.3 QUANTITIES Each Submitter must provide RTD with fifteen bound copies of the SOQ and an electronic copy on CD or DVD. Each copy must be identified on its front cover, in the upper righthand corner, as Copy of 15 Copies. DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 15
All copies must be packed together in one sealed package for delivery to RTD. The outside of the sealed package must be clearly identified, labeled, and addressed as follows: 1. Return address: Submitter s name, contact person s name, mailing address; 2. Date of submittal; 3. Contents labeled as [text] and Statement of Qualifications ; RFQ [number], and 4. Addressee (RTD) as specified in Section 4.1. 5.0 EVALUATION PROCESS 5.1 SOQ REVIEW RTD will initially review the SOQs for responsiveness to the requirements of this RFQ. The information in the SOQ will then be measured against the evaluation criteria stated in Section 5.3. 5.2 INTERVIEW RTD reserves the right to conduct interviews with all Submitters prior to development of a short list. RTD may conduct interviews during its evaluation of the overall SOQ submittal process and scoring. RTD may determine the schedule for interviews following receipt of the SOQs. 5.3 SOQ EVALUATION RTD will evaluate all responsive SOQs and measure each Submitter s response against the criteria set forth below. Prior experience developing complex public/private sector financed projects including demonstrated experience as a lead developer working alongside the public sector to plan and execute redevelopment projects (50%) A demonstrated and cohesive vision for the DUS Historic Building that adheres to the goals laid out in this RFQ (20%) Experience redeveloping or revitalizing a historic property, balancing rules and regulations regarding historic preservation and innovative ideas to activate the building (10%) Experience managing development projects with a variety of concerned stakeholders (10%) Qualifications/Experience of project team members and key personnel (10%) DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 16
5.4 DETERMINING SHORT LISTED SUBMITTERS RTD, at its sole discretion, will evaluate each responsive SOQ and intends, if appropriate, to short list up to four of the best Submitters. RTD s determination of the short list is not subject to challenge, claim, protest or appeal. RTD reserves the right, in its sole discretion, to cancel this RFQ, issue a new request for qualifications, reject any or all SOQs, request interviews of one or more Submitters, seek or obtain data from any source that has the potential to improve the understanding and evaluation of the responses to this RFQ, seek and receive clarifications to an SOQ and waive any deficiencies, irregularities, or technicalities in considering and evaluating the SOQs. RTD s procedures in evaluating the SOQs are not subject to challenge, claim, protest or appeal. This RFQ does not commit RTD to enter into a contract or proceed with the procurement of the Project. RTD assumes no obligations, responsibilities or liabilities, fiscal or otherwise, to reimburse all or part of the costs incurred by the parties responding to this RFQ. All such costs shall be borne solely by each Submitter. 5.5 NOTIFICATION OF SHORT LISTING Upon completion of the evaluation, scoring, and short-listing process, RTD will notify all Submitters of the short list status. 6.0 REQUEST FOR PROPOSALS (RFP) PHASE This Section 6.0 is provided for informational purposes only, and is subject to change, so that each Submitter has information that describes the second phase of the Project Procurement Process, including a summary of anticipated RFP requirements. RTD reserves the right to make changes to the following, and the short-listed Submitters must rely only on the actual RFP when and if it is issued. This Section 6.0 does not contain requirements related to the SOQ. 6.1 REQUEST FOR PROPOSALS The Submitters on the short list will be eligible to receive an RFP. While RTD may make the RFP available to the public for informational purposes, only short-listed Submitters will be allowed to submit a proposal to the RFP. If any short-listed firm withdraws its proposal, RTD may solicit additional firm(s) to complete the short list. 6.2 RFP CONTENT (FOR INFORMATION ONLY) 6.2.1 RFP Structure The RFP will be structured as follows: A. Instructions to Proposers. B. Contract Documents. General Contract Terms and Conditions Technical Requirements DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 17
List of Applicable Standards Design and Performance Criteria Utilization of Certified Small Businesses Compliance with the Small Business Commitment requirements C. Reference Documents 6.2.2 RFP Information The RFP will elicit information that will allow RTD to evaluate each proposer s approach to the development and implementation of the DUS Historic Building Reuse, and the financial parameters and expectations of each of the proposing developers. The financial information provided in the RFP will provide a starting point for negotiation of business terms during the Exclusive Negotiation Agreement period. Specific Information that will be required in response to the RFP includes the following. Additional information may be required based on issues that arise during the RFQ stage of the process. A narrative and graphic description of the reuse and redevelopment concept Phasing and timing of development A marketing and leasing strategy, including any specific key tenants Plan for integrating commercial, transportation and public uses Development strategy, including pre-development activities, entitlement and coordination among public agencies, financing strategy, and implementation schedule A financial proforma, including the timing of development costs, lease up and revenue production, sources and uses of public and private capital, and required developer returns Key business terms for long term lease of DUS Historic Building It is expected that the Proposers will have 60 days maximum to respond to the RFP. It is expected that the Proposers will submit a proposed schedule of work that satisfies project implementation milestones and Small Business requirements. 6.3 PROPOSAL EVALUATIONS RTD has determined that the award of the Project will be based on a best value determination under local policies, rules and regulations. RTD is expected to factor in both initial and long term considerations into its decision making. RTD anticipates using but not DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 18
limiting the following list of criteria to evaluate proposals: Financial costs or impacts to RTD Project Concept and Strategy, including quality of development and leasing strategy, thoughtful integration of transportation, commercial, and public uses, and conformance of end product with RTD and stakeholder goals for DUS Historic Building Financial Proforma and Business Terms, including soundness of financing and implementation plan, quality of marketing and tenanting strategy, commitment of developer to financial obligations, level of public funding required, developer return expectations, allocation of risk between RTD and developer, and overall feasibility of project. Management Proposal, including the organizational and decision making structure of the development entity, the level of corporate or other financial guarantees, and the firmness of commitment of key individuals, approach to community outreach and interaction, use of Small Business enterprises, and compliance with the Small Business Commitment requirements. DENVER UNION STATION BUILDING RE-USE MAY 06, 2011 Page 19
APPENDIX A BACKGROUND MATERIALS
APPENDIX B DUS HISTORIC BUILDING LEASE AND OCCUPANCY DATA
APPENDIX C BUILDING OWNER IMPROVEMENTS Preliminary Priority List Exterior rehab: Maintenance and rehabilitation of the exterior to preserve the historic building façade and structural integrity. Interior train hall upgrades: Painting of the hall ceiling, flooring, etc. Steam boiler installation: The existing Xcel district steam service runs through the private North wing property and will be cut once the construction for that building begins, slated early 2012. Code upgrades within the building: As indicated in the Historic Structures Assessment (HSA) architectural, structural, mechanical and electrical items are not compliant with the current code. Cooling for the train hall/new cooling for the north wing of the building: The existing train hall is not provided with any means of cooling. The north wing of the building is cooled by a cooling tower that is located on the North wing property. This cooling tower will need to be removed before completion of the building on the North wing property. A centralized cooling system for the entire historic building is desired that would address these two issues and have the ability accommodate the future cooling needs of the building. Fire protection (train hall smoke control/sprinkler and fire alarm system): As part of the building code upgrade and life safety issues identified in the HSA, the train hall needs a smoke control system, which will likely require a generator for emergency power use. The HSA also recommends that the entire building be provided with a sprinkler and fire alarm system. Currently only certain parts of the building have these systems. Proposed Schedule for Improvements Notice to Proceed (IGA) July 01, 2011 Request for Proposal (Design) November 2011 Design Completion and Ready for Advertisement November 2012 Notice to Proceed (Construction) March 2013 Construction Completion March 2014