The attached DRAFT Request for Qualifications (RFQ) to develop the Northside Area at Los Angeles International Airport will be an opportunity for

Transcription

1 The attached DRAFT Request for Qualifications (RFQ) to develop the Northside Area at Los Angeles International Airport will be an opportunity for interested and qualified developers to compete for a major development opportunity at Los Angeles International Airport (LAX). Los Angeles World Airports (LAWA) is soliciting comments from qualified developers to help deliver a successful project. Qualified developers are those that can submit to LAWA a case study where their company was the lead developer for a development project of at least $100 million in the last five years. Please submit comments to Daniel Osztreicher at dosztreicher@lawa.org by May 1, If you are interested in meeting with the LAWA team to discuss your comments, please indicate that in your response. LAWA will arrange meetings with development teams qualified to respond to the RFQ. 1

2 REQUEST FOR QUALIFICATIONS TO DEVELOP THE NORTHSIDE AREA AT LOS ANGELES INTERNATIONAL AIRPORT DRAFT Release Date March 21, 2018 Comments Due to LAWA May 1, 2018 Meetings held with Qualified Developers May 14-May 25, 2018

3 SECTION 1 INTRODUCTION Through the issuance of this Request for Qualifications (RFQ), Los Angeles World Airports (LAWA), a department of the City of Los Angeles (City), requests Statements of Qualifications (SOQs) from qualified development teams to develop and maintain facilities for a variety of uses, including office, research and development and recreation uses in Areas 1 and 2 of the Los Angeles International Airport (LAX) Northside Area under a long term ground lease. The development team will also be responsible for the implementation of all necessary parking, pedestrian walk ways, buffers, and other project amenities that will support the LAX Northside Area. This solicitation will consist of two phases: this RFQ phase followed by a Request for Proposals (RFP) phase. Based on its evaluation of the SOQs, LAWA intends for the RFQ process to result in the identification of the most qualified potential respondents (Respondents), to respond to the RFP, which will be issued at a later date. LAWA s primary objective is to develop Areas 1 and 2 of the LAX Northside Area to their full potential consistent with all applicable zoning and design guidelines. This RFQ provides instructions to Respondents to the RFQ regarding the format and other requirements applicable to SOQs. Relevant data about LAX and the project area are also included. Definitions of capitalized terms used in this RFQ are provided in Exhibit A. Terms and disclosures governing this procurement process are outlined in Exhibit B, which must be reviewed by and are binding on all Respondents. A. Background Information LAWA is a financially self-sufficient, proprietary department of the City, which owns, operates, maintains, and develops LAX and other local airports and land holdings. LAWA is governed by the Board of Airport Commissioners (Board), a seven-member body whose members are appointed by the Mayor and approved by the Los Angeles City Council. LAX is the largest commercial service airport in Southern California and handled approximately 84.6 million air passengers in LAX is also the world s busiest origin and destination airport, with more passengers beginning and ending their trip at LAX rather than connecting to another flight. Project Area The LAX Northside Area is located immediately adjacent to LAX and in proximity to high-quality educational institutions and world-class tech hubs. The LAX Northside Area as a whole is comprised of approximately 340 acres north of LAX and south of the Westchester-Playa del Rey community. The LAX Northside Plan Update allows a maximum of 2,320,000 square feet of total development and consists of 13 separate Areas, designated as Areas 1 through 13, arranged north and south along the length of Westchester Parkway between Sepulveda Blvd and South Pershing Drive. The LAX Northside Plan consists of three planning regions: (1) the LAX Northside Campus District: Areas 1-3, located west of Lincoln Blvd and north of Westchester Parkway; (2) the LAX Northside Center District: Areas11-13, located east of Lincoln Blvd and north of Westchester Parkway; and (3) the Airport Support District Areas 4-10, located south of Westchester Parkway. The Project Area for this RFQ includes Areas 1 and 2 of the LAX Northside Campus District. 1

4 Project Description The Project is an opportunity to transform under-utilized land to better serve the Westchester and Playa del Rey communities, the people of Los Angeles, and LAX. Development contemplated by the Plan would complement community efforts to revitalize and support local businesses, provide more jobs, meet the needs of the airport and of local groups, and address the growing demand for recreation and amenities for the surrounding communities. The Project is defined as new development in Areas 1 and 2 of up to 775,000 net square feet of a range of uses specified in the Plan and further detailed in the LAX Northside Design Guidelines and Standards. Allowable uses include campus-like office and research and development facilities, community and civic uses, along with open space and recreational uses for the community and a secured landscaped buffer zone. Area 1 Area 1 is entitled for office, research and development as well as park and recreational uses intended to serve the surrounding communities. LAWA and the City of Los Angeles Bureau of Sanitation are in the final stages of executing a lease to utilize a portion of Area 1 to construct a joint below-grade stormwater treatment and groundwater injection facility to capture and clean stormwater runoff from the Argo Drain Sub-Basin into the Santa Monica Bay. The below-grade location of the stormwater treatment facility will enable the at-grade surface area of the facility to be used as recreational open space, which may include athletic fields, a dog park, and/or parking for these uses. Per the Memorandum of Understanding with the Alliance for Regional Solutions to Airport Congestion (ARSAC) community group, the Developer of Area 2 will be required to provide $4.2 million to help offset development costs of these recreational uses. Pursuant to the lease agreement, the Bureau of Sanitation is responsible for operation and maintenance of the recreational uses. The Developer may also have an opportunity to redevelop the existing improvements found on Area 1. Existing improvements include Jet Pets Animal Transportation Facility. All new buildings in this Area are restricted to a height of 45 from grade and a minimum setback of 38 from Pershing Drive and Westchester Parkway, 30 from Falmouth Avenue, and 80 from the northern edge of this District. In addition, a 20-foot landscaped buffer along the northern edge of this Area is required to enhance the compatibility of uses with the existing multi-family residential development to the north. 2

5 Area 2 Area 2 is entitled to be a low-density, landscaped campus of office, research and development buildings up to a height of 45 from grade with surface parking. Most buildings should be located along the southern portion of Area 2, closer to Westchester Parkway, and all buildings will have vehicular and pedestrian access solely from Westchester Parkway and Loyola Boulevard. All buildings are required to be a minimum setback of 38 from Westchester Parkway. In addition, the westernmost portion of this Area is designated as recreational open space intended for additional community playing fields and associated parking, to be developed in conjunction with other commercial uses in Area 2. A 100-foot wide secured landscaped buffer, which prohibits public access, is required along the entire northern edge of this Area to help maintain separation between any future development and existing residences along 91 st Street. In addition, all buildings in Area 2 are required to be located adjacent to the required setback area on Westchester Parkway and have a minimum of 65% of the ground floor located within 250 of the property line on Westchester Parkway. Cum Laude Avenue, located along the western edge of Area 2, will be vacated to allow for the St. Bernard High School to develop and use additional fields adjacent to the existing school. B. Entitlements and Approvals Pursuant to the California Environmental Quality Act (CEQA), all projects must comply with the LAX Northside Plan Update Environmental Impact Report Project (EIR), including Project Design Features, LAX Master Plan Commitments, and Mitigation Monitoring and Reporting Program (MMRP) through all phases of the proposed Project. The designated environmental monitor will track and document compliance, notify the appropriate parties of any non-compliance and work with such parties to correct any non-compliance. LAWA will manage the LAX Northside Plan compliance review and maintain MMRP records. The status of the measures applicable to LAWA will be summarized each year in the annual LAX MMRP Progress Report, which is accessible to the public on LAWA s website ( All development within the LAX Northside Plan Area is governed by the LAX Specific Plan (the Plan) and LAX Northside Design Guidelines and Standards. The Plan currently limits the total amount of vehicle trips that can be generated by land uses within the LAX Northside Area. The Plan identifies the maximum amount of development in each District and allowable land uses as well as standards addressing building heights, massing and setbacks. In order to provide flexibility for development to respond to future market demands, the Plan allows for density to be transferred between areas within each District, as long as the maximum is not exceeded and there is compliance with development restrictions. Additionally, LAWA will coordinate all necessary communication and approval with the Federal Aviation Administration (FAA) including but not limited the update to the LAX Airport Layout Plan, environmental clearances pursuant to the National Environmental Policy Act (NEPA), and all Form 7460 applications. 3

6 C. Anticipated Agreement LAWA intends to enter into a ground lease for the property with the Developer to permit, finance, and develop the property with the intended uses consistent with the LAX Northside Plan at the conclusion of the Request for Proposal (RFP) phase, as described below. The Agreement will set forth, among other things: (a) the obligations of the Developer, including the design, construction, financing, operation and maintenance of the Project; (b) requirements for coordination between the Developer and LAWA during both the design and construction and operation periods; and (c) the terms and conditions relating to compensation. LAWA expects the term will be for a period not less than 30 years. The Developer will be responsible for obtaining all financing necessary to develop the property. SECTION 2 PROCUREMENT PROCESS A. Request for Qualifications Phase 1) Pre-SOQ Conference LAWA anticipates convening a Pre-SOQ conference on the date set forth on the cover page to provide information regarding the RFQ and the procurement process. Attendance at the Pre-SOQ conference is recommended for all Respondents (i.e., at least one representative from each Respondent should attend). Respondents should RSVP to laxlandside@lawa.org no later than [Date]. Due to the venue s size constraints, Respondents are encouraged to limit their participation to a maximum of five representatives. 2) SOQ Submission and Evaluation Process Generally Respondents must prepare and submit an SOQ meeting the requirements of this RFQ. LAWA will review and evaluate the SOQs pursuant to the process set forth in Section 4 below. Based on that evaluation, LAWA anticipates that it will identify up to 7 top ranked Respondents to participate in the RFP Phase of the process as Qualified Proposers. The scores of the Qualified Proposers from the SOQ evaluation process will not be carried forward to the RFP Phase. Each of the Qualified Proposers will enter the RFP Phase with equal standing, considered to have sufficient qualifications and experience to propose to be the Developer. B. RFP Phase Following the identification of the Qualified Proposers, at LAWA s discretion, LAWA may provide one or more drafts of the RFP to the Qualified Proposers for review and comment. LAWA may schedule confidential one on-one meeting(s) to exchange ideas and to discuss issues raised by Qualified Proposers. Following consideration of comments, LAWA expects to release a final RFP to the Qualified Proposers. LAWA anticipates that it will select a Developer for the Project based on its evaluation of proposals submitted by the Qualified Proposers in response to the final RFP. SECTION 3 RESPONDENT S STRUCTURE A. Respondent Entity LAWA does not intend to limit the type of entity that may pursue the Project opportunity. LAWA recognizes that it is common to create special-purpose entities for development projects such as the Project. By way of example, Respondents may be individuals, corporations, partnerships, limited liability corporations, joint ventures or unincorporated consortia or teams. If the Respondent is not an incorporated legal entity at the time of its SOQ submission, it is required to submit its teaming arrangement information and confirmation of joint and several liability in accordance with Exhibit K. 4

7 B. Inclusivity Los Angeles is one of the most diverse cities in the world. LAWA seeks a Developer whose team make-up reflects the unique diversity of our city. LAWA is committed to creating and values an environment that provides all individuals and businesses open access to business opportunities available at LAWA. LAWA s policy is to ensure diversity in the award and administration of all LAWA contracts. Consistent with this policy, the Agreement will be subject to inclusivity requirements that include mandatory Small Business Enterprise (SBE), Local Business Enterprise (LBE) and Local Small Business Enterprise (LSBE) participation goals. LAWA anticipates that the Agreement will require the Developer to engage in significant outreach efforts so as to achieve meaningful participation by SBE, LBE, LSBE, diverse and other businesses in all aspects of the Project, including design, construction, finance, operations and maintenance work. In addition, LAWA anticipates that the Agreement will include a robust monitoring program regarding the Developer s compliance with inclusivity requirements. It is LAWA s intention to create a level playing field on which SBEs, LBEs, LSBEs, diverse and other businesses can compete fairly for LAWA contracts. LAWA encourages and expects Proposers to pursue subcontracting, mentoring, joint venturing, teaming and partnering opportunities with the types of firms described in this Section in the ordinary course of its teaming/business strategies for all aspects of the Project. In addition, LAWA is committed to providing meaningful employment opportunities to underrepresented residents who live within the airport impact area. LAWA anticipates that the Agreement will include local hire provisions as well as provisions requiring the establishment of workforce development programs to identify and provide educational and training opportunities for local underrepresented residents to enable them to effectively compete for the long-term operations and maintenance opportunities associated with the Project. For reference, information on LAWA s existing SBE program and the recently adopted LBE and LSBE program (adopted by the Board on April 21, 2016, and approved by the Los Angeles City Council on September 28, 2016) is included as Exhibit H to this RFQ. The RFP will provide further detail regarding the Agreement s inclusivity requirements. C. Changes in Members and Key Personnel Following SOQ submission, the following actions may not be undertaken by a Respondent or Qualified Proposer, as applicable, without LAWA s prior written consent, in LAWA s sole discretion: 1) Deletion, substitution or change in the composition of any Member identified in the SOQ or a change in the role or scope of work of a Member; 2) Deletion or substitution of Key Personnel or a change in the role or position of such Key Personnel; and 3) Deletion or substitution of a Guarantor or any other entity that will bear financial responsibility or provide credit or other support for the performance of the Qualified Proposer. LAWA s written consent for any of the actions set forth in clauses (1) through (3), above, must be promptly requested, and LAWA must be provided with sufficient details of the proposed change (including, among other things, the information that is required in this RFQ) so as to facilitate LAWA s consideration thereof. LAWA may, in its sole discretion, accept, reject, or seek additional information regarding such request. For Qualified Proposers, LAWA will base its decision on whether the Qualified Proposer as a whole still meets the minimum criteria contained in this RFQ and whether LAWA would still have selected the Respondent as a Qualified Proposer if the change had occurred before the Qualified Proposer submitted its SOQ. 5

8 If a Respondent is not selected to be a Qualified Proposer as part of the SOQ evaluation process, the Members of the unsuccessful Respondent are thereafter free to become Members of Qualified Proposers, subject to the requirements in this RFQ or the RFP and LAWA s written consent as described above, as applicable. Key personnel must include the following: 1. Developer s Project Executive as defined in Section 5.B Developer s Project Manager as defined in Section 5.B Architect as defined in in Section 5.B Property Manager as defined in Section 5.B Leasing Manager as defined in Section 5.B.8. D. Guarantors Proposers who are qualified partially based on the support of one or more Guarantors must maintain such Guarantor support throughout the RFP process and through the securitization vehicle provided in connection with the Agreement. SECTION 4 SOQ EVALUATION A. Evaluation Process Overview LAWA s evaluation of each SOQ will be based on (a) a review of Administrative Requirements and RFQ responsiveness; and (b) evaluation of scored criteria. Evaluations of SOQs are subject to the discretion of LAWA. LAWA will appoint an evaluation panel to review and evaluate the SOQs using the scored criteria described later in this document. The evaluation panel may seek assistance from external advisors. LAWA may hold interviews with some or all of the Respondents at the option of the evaluation panel. SOQs will be scored and ranked by each member of the evaluation panel. Respondents are liable for all errors and omissions in the SOQ. Respondents will not be allowed to alter SOQ documents after the SOQ Due Date unless approved by LAWA in writing. As part of the SOQ evaluation process, LAWA may consider information in the SOQs, reference checks, interviews with Respondents, past performance on City of Los Angeles projects and publicly available information. In addition, LAWA reserves the right to, at any time following submission of an SOQ, request additional information or clarification from a Respondent regarding its SOQ or request that a Respondent verify or certify certain aspects of its SOQ. B. Responsiveness and Responsibility Review Each SOQ will be reviewed (i) for responsiveness to the requirements set forth in this RFQ, (ii) to determine if the SOQ is complete, (iii) for conformance to the RFQ instructions regarding organization and format and (iv) for minor informalities, irregularities and apparent clerical mistakes which are unrelated to the substantive content of the SOQ. Respondent s failure to comply with the instructions contained in this RFQ or to submit a complete SOQ may result in the SOQ being deemed not responsive. C. Administrative Requirements LAWA will determine whether the Respondent has provided each of the forms and other information required by Exhibit L (Administrative Requirements Package) duly executed and completed in full in accordance with the applicable instructions. 6

9 D. Evaluation Criteria LAWA has established specific evaluation criteria to assist in the evaluation of the SOQs. The criteria listed below will be used by the evaluation panel to score and rank SOQs. Criteria 1. Financial Qualifications and Capacity of the Equity Members of the Lead Developer 2. Design, Planning and Development Experience and Capabilities 3. Leasing, Property Management, and Business Operating Experience 4. Organization and Team Experience 5. Inclusivity Experience and Approach 6. Community Engagement Experience Total Points E. Scoring LAWA will use a Must System to score the SOQs. Under this system, after evaluating all SOQs, each member of the evaluation panel must award the maximum potential points designated for each evaluation criterion to at least one Respondent that best meets the requirements of the criterion. Each evaluation panel member, however, may also award the maximum potential points for that evaluation criterion to other Respondent(s) that, in the opinion of the evaluation panel member, demonstrate comparable quality for that criterion. Alternatively, an evaluation panel member may give other Respondent(s) less than the maximum potential points to reflect lesser quality for that evaluation criterion. Once each evaluation panel member has completed scoring of the evaluation criteria listed in Section 4-D using the Must System, the evaluation panel member s overall score for each Respondent will be converted to rankings (i.e., 1 st, 2 nd, 3 rd, etc.). These rankings among evaluation panel members will then be averaged to determine the overall ranking by the evaluation panel. Evaluation panel member rankings will be averaged to the first decimal place. If the best average ranking results in a tie to the first decimal place, total points assigned by evaluation panel members will be used to break such a tie. F. Interviews LAWA reserves the right to conduct interviews. The purpose of interviews, if conducted, would be to allow Respondents the opportunity to clarify and expand upon aspects of their SOQ. They also present an opportunity for LAWA to evaluate Key Personnel and discuss and clarify SOQs. Respondents(s) (either all or a short list) may be subsequently re-interviewed for final evaluation. The evaluation panel reserves the right to interview only a short list of Respondents or to select Qualified Proposers without conducting interviews. If LAWA elects to establish a short list of the Respondents for interviews, the evaluation panel will determine the number of Respondents to short list. The evaluation panel members scores ahead of short listing will not be carried forward to final scoring of the SOQs. 7

10 SECTION 5 - INSTRUCTIONS TO RESPONDENTS A. General Instructions Respondents must read, review and understand this RFQ, including all attachments and exhibits, and any addenda to the RFQ issued by LAWA. Each Respondent must submit a SOQ in accordance with the instructions given in this RFQ. SOQs will be time stamped by LAWA staff upon receipt. LAWA must receive delivery of the full SOQ at the address specified on the cover page of this RFQ no later than the SOQ Due Date. LAWA will not accept any SOQs received after the SOQ Due Date. Any SOQs received after the SOQ Due Date will be rejected and not considered. Each Respondent is solely responsible for ensuring that LAWA receives its SOQ by the SOQ Due Date. LAWA will not be responsible for delays in delivery caused by weather, difficulties experienced by couriers or delivery services, misrouting of packages by courier or delivery services, improper, incorrect, or incomplete addressing of deliveries and other occurrences beyond the control of LAWA. Each Respondent must submit its proposal containing one original and seven copies of the proposal. The original must be marked original on its front page or cover and must contain original signatures and must be signed by a duly authorized representative(s) of the proposer. The original and copies must be enclosed in a single sealed package, with the name and address of the Respondent in the upper left hand corner, and marked, SOQ Northside Area Development at Los Angeles International Airport. Each Respondent should, consistent with applicable page limits, provide as much information as it feels is necessary to properly convey its ideas and, when applicable, provide any relevant additional information. SOQs must be written in the English language only and must provide any monetary amounts in United States of America dollar denominations (unless explicitly required to be provided in another currency). For purposes of the evaluation, the Respondent should include information about any and all relevant Members of its team to assist LAWA in its evaluation. B. Instructions for the Submittal Responses to the requests this section should be in full and complete answer form, numbered consecutively, and with all requested information enclosed and all listed page limits and sizes honored. SOQs must consist of the following sections in the sequence shown below. A set of tabs to identify each part of the SOQ should be inserted to facilitate quick reference. Where page limits are set, failure to follow guidelines may prevent the SOQ from being evaluated and the SOQ being removed from further consideration. Each Respondent must list the specific items that the Respondent claims are confidential, a trade secret or proprietary information protected from public disclosure under the California Public Records Act (California Government Code Section 6250 et seq.). Each entry must identify the specific provision of the California Public Records Act that the Respondent believes would protect that item from public disclosure. Blanket designations that do not identify specific information are not acceptable. Notwithstanding the foregoing, the list required under this Section is intended to provide input to LAWA as to the confidential nature of a Respondent s SOQ, but in no event will such list be binding on LAWA or determinative of any issue relating to confidentiality. The validity of 8

11 each identified exemption will be the sole responsibility of the Respondent to determine and assert, and LAWA specifically disclaims any and all related responsibility including, without limitation, any responsibility to analyze a claimed exemption or supporting authority. For purposes of the evaluation, the Respondent should include information about any and every relevant member of their team to assist LAWA in its evaluation. Please use the following outline for your SOQ. Tab Title 1. Table of Contents 2. Cover/Transmittal Letter 3. Executive Summary 4. Official Proposal Statement 5. Business References 6. Financial Qualifications and Capacity of the Equity Members of the Lead Developer 7. Design, Planning and Development Experience and Capabilities 8. Leasing, Property Management and Business Operating Experience 9. Organization and Team Experience 10. Inclusivity Experience and Approach 11. Community Engagement Experience 12. Business Ethics Disclosure Respondents must prepare SOQ submittals in loose-leaf three-ring binders on 8-1/2 x 11 sized, double-sided white paper, except for forms and organizational charts, which Respondents must present on 11 x 17 white paper, folded to letter size. Respondents must separate each section of its SOQ submittal from other sections with a divider tab. Respondents must prepare the SOQs using a minimum of 11-point font size. Each printed side of double-sided pages will count as one page for the purpose of page limits. Where page limits are set, failure to follow guidelines may prevent the SOQ from being evaluated. Respondents may not include standard corporate brochures, awards, licenses, and marketing materials in an SOQ and LAWA will not evaluate such materials. 1. Table of Contents List elements (listed above), indicating section headers and pages, and identify any additional materials included, (e.g., CDs, etc.). 2. Cover/Transmittal Letter (3 page maximum) The cover letter must include the Respondent s name, address, telephone number, facsimile number, address, primary contact, secondary contact and any pertinent facts or details of the SOQ that the Respondent desires to emphasize subject to the page limitation. If a partnership, state the full name, address and other occupation (if any) of each and every partner; whether he or she is full time or part time; whether each partner is a general or limited partner; and the proportionate share of the business owned by each partner. Respondents must provide a copy of the partnership agreement in an appendix. 9

12 If a joint venture or limited liability company, state the names of the entities or individuals participating in the joint venture or limited liability company and the principal officers in each entity or names of the members of the limited liability company; indicate the proportionate share of the business owned by each joint venture, or the number of shares held by each member of the limited liability company. Include a copy of the joint venture agreement or limited liability company agreement in an appendix. If a corporation, state the full name and title of each of the corporate officers. Also, include a copy of the Articles of Incorporation and Bylaws in an appendix. If the Respondent is wholly owned by another entity or entities, provide copies of corporate and/or business documents which show evidence of the ownership chain, along with a supplemental ownership chart outlining the connection between each owner for LAWA to get a clear understanding of the ownership interest of the Entity. 3. Executive Summary (3 page maximum) The Executive Summary must highlight the features of the proposal and contain sufficient information to become familiar with the Respondent s SOQ and Respondent s ability to satisfy the financial and technical requirements of the project Official Proposal Statement (Exhibit I) Respondent must include a properly executed Official Proposal Statement. Alterations, additions or modifications to this form will not be accepted and may be cause for rejection of the proposal. 5. Business References For each development team entity, provide at least three professional references (e.g. lenders, investors, major accounts), with full names, relationships to the team member, address, telephone number and address. LAWA, in its sole discretion, reserves the right to contact and verify all references, and to request additional supporting information from the Respondent as LAWA deems necessary. 6. Financial Qualifications and Capacity of the Equity Members of the Lead Developer (5 page maximum, excluding forms) Respondent s response to this section should demonstrate that the Respondent has the capability to both finance and manage a $100 million development project. Together, these requirements comprise the Minimum Financial Capability requirement for this RFQ. Responses by the Respondent will be used by LAWA to determine, on a preliminary basis, whether the Respondent meets the Minimum Financial Capability to be a Qualified Proposer. LAWA will determine, in its sole discretion, if the Respondent, together with the Guarantor, if applicable, has demonstrated it meets the Minimum Financial Capability of a [Northside Developer] under this RFQ. Each Qualified Proposer will be required to demonstrate on an ongoing basis that it meets the Minimum Financial Capability. LAWA reserves the right to at any time require any and all Qualified Proposers to revalidate that it each meets the Minimum Financial Capability. The Minimum Financial Capability is not necessarily indicative of the final amount to be financed and constructed. Respondents should expect that LAWA may require that a Qualified Proposer demonstrate a specific financial capability greater than the Minimum Financial Capability in any RFP, depending on the obligations to be included in a proposal responding to a RFP. 10

13 The Respondent must: Provide financial statements including the elements described below. All financial statements must either be audited and certified by a licensed public accountant or, if unaudited, then accompanied by a notarized statement from the Chief Financial Officer certifying the accuracy of the financial information contained in such statements. If the financial information was originally prepared using a currency other than U.S. Dollars, then it must be converted to U.S. Dollars using the conversion rate(s) in place as of the applicable date or period to which the financial information applies. (a) Audited financial statements including a consolidated balance sheet, income statement and statement of cash flows, prepared in accordance with generally accepted accounting principles (GAAP) or International Financial Reporting Standards (IFRS), for the most recent three complete fiscal years. Footnote disclosures and the accountant s audit report must accompany the financial statements. If the most recent audited statements are for a period ending more than six months prior to the due date for the proposal, then supplement your response by submitting unaudited year-to-date financial statements. If audited statements are not available for the Respondent, then so state and submit unaudited statements for the equivalent time periods, accompanied by a notarized statement from the Respondent s Chief Financial Officer certifying the accuracy of the financial information contained in such statements and also submit financial statements for the Guarantor (if applicable) for such periods. (b) A signed statement from the Chief Financial Officer stating that there has been no material change in the financial condition of the company subsequent to the financial statements submitted in response to this RFQ. If such a statement is not possible, enumerate the material changes that have occurred, if any, in lieu of this statement. (c) If the Respondent intends to organize as a partnership, limited liability partnership, joint venture, Limited Liability Company, corporation or subsidiary entity, then the above-referenced financial information of each general partner, joint-venture member, or LLC member, respectively, must be submitted. Individuals required to provide financial information must submit their three most recent previous consecutive years personal tax returns and a current statement of net worth. (d) LAWA reserves the right to require guarantees. Any person or entity providing a guaranty must provide a written statement indicating the level of commitment together with the financial information detailed in this section as if the Guarantor were the Respondent. Provide a statement indicating any pending, active, or previous legal action that could reasonably prevent the Respondent from fulfilling its obligations under the Agreement. Provide a list of projects financed and completed by the development team in the past 10 years. The listing must include the total project cost, amount of equity placed, and the source of the equity, amount financed and the source of the financing. The development team must complete Form s C, D & E of Exhibits D, E & F. 11

14 Submit one or more letters of interest from an equity/financial partner (if different from the developer) who can demonstrate experience with at least three projects where the equity/financial partner was primarily responsible for providing the funds necessary to complete projects of similar size and nature to that which is proposed in the SOQ. If the Respondent is shortlisted to participate in the RFP phase, the Respondent will be required to select a specific equity/financial partner. If applicable, explain the relationship between the different firms involved in the SOQ and the extent to which they have an equity interest in the Respondent. If Respondent submits financial statements of an entity other than Respondent (e.g., a parent company) to demonstrate financial capability to provide the service covered by this RFQ, Respondent must provide an executed guaranty between the Respondent and the Guarantor in the form of Exhibit G - Guaranty. LAWA reserves the right to request additional information from Respondents in order to determine if the Respondent has the financial capability to meet the obligations of the Agreement. If LAWA, in its sole discretion, determines that a Respondent experiences a change in its financial condition that would materially or adversely affect its ability to perform the work contemplated in the RFQ, such Respondent may be disqualified from further consideration. 7. Design, Planning and Development Experience and Capabilities This section of the Respondent s response to the RFQ should provide LAWA with a description and understanding of the proposed development team structure, the experience of the team in designing, planning and developing projects over the last 10 years and the capabilities of the team to provide the services covered by this RFQ. The Respondent must: Include a complete but brief description of the proposed development team including the identification of the primary developer and development partners that make up the key members of the development team. Provide clear identification of the project lead for the day-to-day management of the project as well as key contacts for each development partner and consultants who will be responsible for implementing the project including contact name, address, phone number and address for each. Provide clear identification of which entities make up the development team and which would be parties to the development agreement and/or ground lease with LAWA. At a minimum, the submittal must identify the lead development firm, joint venture partner firms, financial partners, lead planning and design firms, and other proposed partners or consultants. Each member of the development team should complete Form B in Exhibit C. 12

15 Identify a minimum of three projects within the last 10 years where the lead developer was primarily responsible for the development of projects, which are of similar nature to that which is envisioned in the RFQ. o At least one project listed must include a project with the development value over $100 million. o At least one project listed must be a LEED Gold or Platinum certified (or equivalent) project of similar nature to that which is envisioned in the RFQ. Identify a minimum of three projects within the last 10 years where the architectural team was primarily responsible for the design of projects which are of similar nature to that which is envisioned in the RFQ. o At least one project listed must include a project with the development value over $100 million. o At least one project listed must be a LEED Gold or Platinum certified (or equivalent) project of similar nature to that which is envisioned in the RFQ. Identify project related examples of the Respondent s experience in the past 10 years specifically related to the scope of development envisioned in the RFQ Respondents are encouraged to provide examples where team members have collaborated on the same project. Respondents are limited to a maximum of 10 projects in the aggregate per respondent team. Individual project examples must not exceed one page, for a total of 10 pages in aggregate. Project-related examples must include, but are not limited to: 1. Name of the project 2. Location (address) of project 3. Firm s role on Project 4. Project Executive and Project Manager including name(s) and contract information 5. Project description 6. Mix of uses included in the project 7. Size of the Project: a. Total square feet b. Total acreage c. Total number of stories d. Total number of units/rooms/parking spaces/square footage allocated to each use 8. Type of Construction 9. Construction start and completion date Construction Type 10. Total project cost 11. Any LEED or LEED equivalent certifications 12. Date of acquisition 13. Date of disposition (if relevant) 13

16 Identify the following personnel: o Project Executive. The Project Executive must be an individual with the authority to make binding decisions on behalf of the lead developer through the design and construction phases of the project and have the overall responsibility for ensuring the project is delivered in accordance with the development agreement. The Project Executive should demonstrate at least 10 years of experience as a project executive on a minimum of three projects, which are of similar nature to that which is envisioned in the SOQ. At least one project must be a project listed in the Respondent s list of qualifying project examples. o Project Manager. The Project Manager must be an individual with authority to make binding decisions on behalf of the lead developer through the design and construction phases of the project and be responsible for managing and coordinating the entire development process, including budgeting, scheduling, planning, design, construction, FF&E and any other processes related to the design and construction of the project. The Project Manager should demonstrate at least 10 years of experience as a project manager on a minimum of three projects, which are of similar nature to that which is envisioned in the SOQ. At least one project must be a project listed in the Respondent s list of qualifying project examples. o Architect. The Architect should demonstrate at least 10 years of experience as a lead designed/architect on a minimum of three projects which are of similar nature to that which is envisioned in the SOQ. At least one project must be a project listed in the Respondent s list of qualifying project examples. 8. Leasing, Property Management, and Business Operating Experience This section of the response to the SOQ will give the Evaluation Panel an understanding of the Development Team s process and strategies in leasing, property management and business operations. The Respondent must: Identify the Property Manager and other key property management personnel working on site; list all certifications and unique qualifications, including at least one specific project example for each individual person. Identify the Leasing Manager and include at least one project they have been involved in that is similar in scope to the one in this SOQ. List all certifications and unique qualifications for this person. Identify key personnel at other locations who will oversee, supervise and/or manage personnel and activities of the project. 14

17 9. Organization and Team Experience This section of the Respondent s SOQ should provide LAWA with an understanding of the Respondent s overall team structure, including all Members, and identifies the proposed role/function of each Member. The Respondent must submit the following: An organizational chart, which sets forth the Respondent s overall team structure, including all Members, and identifies the proposed role/function of each Member. o On the organizational chart, highlight firms that are SBE certified, and those that meet all of the criteria for a Local Business Enterprise or a Local Small Business Enterprise, as described in Exhibit H. A written narrative describing Respondent s management structure, listing the Members identified in the organizational chart. o o Include assignment of roles and responsibilities. Describe teaming arrangements, including how any joint venture would be structured, if applicable. A detailed functional organizational chart identifying Key Personnel, with positions and individual s names, which Respondent anticipates will be required for successful delivery of the Project. For the Key Personnel identified in the functional organizational chart, provide a brief description of each Key Person s background, highlighting his or her experience on recent projects of similar scope and complexity. Resumes should be provided as described in Exhibit J. The Respondent should provide sufficient information to demonstrate the following: How the team is uniquely qualified to perform the scope of work for the Project; and When and where the team members have previously worked together on a similar project. 10. Inclusivity Experience and Approach This section of the Respondent s SOQ should provide LAWA with an understanding of the Respondents experience with achieving SBE or other equivalent small business or inclusivity program goals and the approach to inclusivity. The Respondent must: Provide the inclusivity information requested in Forms C and Exhibit K. Describe the approach and methodology for achieving meaningful participation by LBEs, LSBEs and SBEs in the make-up of the Respondent team for all aspects of the scope of this SOQ, including the use of innovative techniques to maximize this participation. Identify ways that the Respondent will achieve participation in financing, design, construction, and development. 15

18 Describe how the Respondent will work with the local community to provide employment opportunities to underrepresented residents who live within the airport impact area, including how the Respondent will establish a workforce development program focused on the identification and training of underrepresented local residents to allow them to compete for short term and, if applicable long term, employment opportunities, associated with the Project. 11. Community Engagement Experience In this section Respondents should explain their experience in engaging with the local residential community throughout a project to maintain an open working relationship and lines of communication. Respondents must: Provide an example of a project comparable to the scope of this RFQ that the Respondents team has been the lead on which had an active and involved community. Provide the types of community outreach involved with a timeline of the outreach process, the types of communication, the process for the community to request information and the contact person/people that the community had access to. Include samples of outreach materials used. Provide an example of reporting compliance to accompany planning requirements. Provide an example of communication experience with project implementation. 12. Business Ethics Disclosure Disclose any circumstances where the conduct of the Respondent, or any officer, partner, major (greater than five percent interest) shareholder, proposed guarantor, or other related party is currently being investigated by any governmental, administrative, or law enforcement agency or entity. Also disclose any adverse decision against the Respondent or such related parties (including but not limited to judgments entered by any court whether state or federal) or settlement with any such legal or administrative body in the past five years. If Respondent or any of its principals, officers, directors, or members or any proposed guarantor has been involved in any bankruptcy proceedings in the past seven years, information or documentation as to the current status of any such bankruptcy must be provided in this Section. If the Respondent or any related parties have other business interests or relations that could cause a conflict of interest in its business with LAWA, the details of such conflicts should be stated here. If no conflicts exist, that fact should also be stated here. THIS IS A SOLICITATION FOR PROPOSALS ONLY. LAWA IS NOT OBLIGATED TO ACCEPT ANY PROPOSAL OR NEGOTIATE WITH ANY RESPONDENT. THE DEPARTMENT OF AIRPORTS RESERVES THE RIGHT TO REJECT ANY OR ALL PROPOSALS WITHOUT CAUSE OR LIABILITY. ALL PROPOSALS ARE SUBJECT TO THE FINAL REVIEW BY THE BOARD OF AIRPORT COMMISSIONERS. 16

19 CEQA California Environmental Quality Act LAWA Los Angeles World Airports LAX Los Angeles International Airport LBE Local Business Enterprise LSBE Local Small Business Enterprise RFP Requests for Proposals RFQ Requests for Qualifications SBE Small Business Enterprise SOQ Statements of Qualifications EXHIBIT A Acronyms and Definitions Affiliate(s) Any of the following: (a) (b) Any person or entity which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the relevant Member or any of its shareholders, members, partners or joint venture members; Any entity for which 10 percent or more of the equity interest in such entity is held directly or indirectly, beneficially or of record by (i) the relevant Member, (ii) any of the members, partners or joint venture members of the relevant Member, or (iii) any Affiliate of the relevant Member under clause (a) of this definition; and (c) Any entity for which 10 percent or more of the equity interest in such entity is held directly or indirectly, beneficially or of record by any of the relevant Member s shareholders other than shareholders whose only interest in the Member is in the form of publicly traded stock. For purposes of this definition, the term control means the possession, directly or indirectly, of the power to cause the direction of the management of an entity, whether through voting securities, by contract, family relationship or otherwise. Board Has the meaning given to this term in Section 1-A. City- The City of Los Angeles Equity Member An entity that will directly make equity contributions to the Developer (in cash or through use of shareholder loans, letters of credit or other instruments) as a part of the financial plan for the Project and will directly hold an ownership interest (legal and beneficial) in the Developer (whether as a member, partner, joint venture member, or otherwise). Financing Party(ies) Bond underwriters, lead arrangers, commercial bank lenders and/or other providers of debt financing. Guarantor(s) An entity that intends to provide financial, human resources, and other support to an Equity Member or a Major Participant to assist in delivering the Project and has submitted the Financial Officer s Certificate (Form D-1) and related attachments pursuant to Exhibit D. Key Personnel The positions and corresponding individuals that are essential to Project delivery, as identified by Respondent pursuant to Section 5-G. 17

20 LAX Northside Plan- Design guidelines and development standards/regulations for future development within the Northside area of LAX. The LAX Northside Plan guidelines, standards and regulations comprise of the following documents: the LAX Specific Plan, the LAX Northside Design Guidelines and Development Standards, and the LAX Northside Plan Update EIR. The guidelines, standards and regulations are intended to create a vibrant, sustainable center of employment, retail, restaurant, office, hotel, research & development, education, civic, airport support, recreation, and buffer uses that support the needs of the surrounding communities. Lead Contractor The Member(s) of Respondent, whether a single entity, a joint venture or group of entities, primarily responsible for the construction of the Project. Lead Designer The Member(s) of Respondent, whether a single entity, a joint venture or group of entities, primarily responsible for the design and engineering of the Project. Local Business Enterprise A business entity that occupies work space within the County of Los Angeles, is in compliance with all applicable City of Los Angeles and County of Los Angeles licensing and tax laws, and can demonstrate one of the following: (i) it is headquartered in the County and physically conducts and manages all of its operations from a location in the County; (ii) that at least 50 of its full-time employees perform work within the boundaries of the County of Los Angeles at least 60% of their total regular hours worked on an annual basis; or (iii) that at least half of the full-time employees (50%) of the business perform work within the boundaries of the County at a minimum of 60% of their total, regular hours worked on an annual basis. A business entity with multiple locations within the County can aggregate 50 of its full-time employees working at least 60% of their regular hours from its different locations within the County to qualify as a Local Business Enterprise. Local Small Business Enterprise A business enterprise that is a Local Business Enterprise and is also a Small Business Enterprise. Member An Equity Member, Major Participant or any other entity identified in Respondent s SOQ that makes up a Respondent. Northside Developer The entity that executes the Northside RFQ with LAWA, which may be the Qualified Proposer selected by LAWA under the RFP or a new entity established by the selected Qualified Proposer for this purpose Project Has the meaning given in Section 1-B. Qualified Proposer Selection Date The date LAWA approves the Qualified Proposers. Qualified Proposers The Respondents submitting SOQs who are approved by LAWA as most qualified to advance to the RFP Phase of the procurement process and submit Proposals in response to the RFP. Request for Proposals The request for proposals issued by LAWA, if any, used to solicit proposals for the Project and to provide the requirements for preparation of the proposal. Request for Qualifications This request for qualifications issued by LAWA. Respondent A company, team, joint venture, partnership or consortia that submits a SOQ in response to this RFQ. 18

21 Small Business Enterprise An independently-owned and operated business that meets the criteria set forth by (i) the Federal Small Business Administration (SBA) 8(a) Business Development Program, or (ii) the State of California Small Business (SB) Program. LAWA will apply the larger of the Federal SBA 8(a) Business Development Program or the State of California SB Program size standard. Statement of Qualifications The statement of qualifications submitted by a Respondent in response to this RFQ. SOQ Due Date The date and time for the Statement of Qualifications Due Date listed on cover page. 19

22 EXHIBIT B ADDITIONAL TERMS AND DISCLOSURES BY SUBMITING A RESPONSE TO THE RFQ, THE RESPONDENT AGREES TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, DISCLAIMERS, AND REQUIREMENTS SET FORTH IN THIS EXHIBIT AND ELSEWHERE IN THIS RFQ. 1. CPRA: All SOQs submitted in response to this RFQ shall become the property of the City of Los Angeles and LAWA and subject to the State of California Public Records Act (California Government Code Section 6250 et seq.). If a Respondent believes that certain information in its SOQ is confidential, a trade secret or proprietary information exempt from the California Public Records Act, the Respondent shall comply with the procedure set forth in Section 5-B. If a request is made for the disclosure of information that Respondent claims is exempt, LAWA will endeavor to provide any Respondent who submits any portion of the SOQ claimed as exempt with reasonably timely notice of any demand for inspection or copying of such information under the California Public Records Act to allow any such Respondent to seek protection from disclosure by a court of competent jurisdiction. LAWA will endeavor to limit distribution of information that Respondent claims is exempt only to those individuals within LAWA and other third-party advisors and consultants that LAWA determines are reasonably necessary to participate in the review and evaluation of SOQs. LAWA shall not be, under any circumstances, responsible or liable to any Respondent or any other person for the disclosure of any information claimed as exempt whether such disclosure is required by law, by an order of court, or as a result of inadvertence, mistake or negligence on the part of LAWA, or its elected or appointed officials, officers, employees, agents, contractors, representatives or consultants. LAWA, by issuance of this RFQ or the receipt of SOQs, shall not, nor be deemed to, undertake or assume any obligation for protection or to seek protection for a Respondent s claim that information is exempt and LAWA cannot and does not purport to determine whether any information claimed as exempt is in fact exempt from disclosure under the California Public Records Act. Absent the granting of a court order prohibiting LAWA from releasing the requested information, LAWA may release the requested information as required by applicable law. In the event of litigation concerning the disclosure of any material submitted by the submitting party, LAWA s sole involvement will be as a stakeholder retaining the material until otherwise ordered by a court and the submitting party shall be responsible for otherwise prosecuting or defending any action concerning the materials at its sole expense and risk. The submitting party shall reimburse LAWA for any expenses it incurs in connection with any such litigation. In the event a Respondent claims an exemption from the California Public Records Act, the Respondent is required to state in the SOQ the following: The Respondent will indemnify the City of Los Angeles and its officers, employees and agents, and hold them harmless from any claim or liability and defend any action brought against them for their refusal to disclose copyrighted material, trade secrets or other proprietary information to any person making a request therefore. Failure to include such a statement shall constitute a waiver of a Respondent s right to exemption from this disclosure. 20

23 2. EXPENSE, OWNERSHIP AND DISPOSITION: LAWA shall not be responsible in any manner for any costs associated with the preparation or submission of any documents or materials purchased, prepared or presented during any interviews or any additional documentation provided or requested by LAWA pursuant to this RFQ. All documents, including all drawings, plans, photos, and narrative material, submitted pursuant to this RFQ shall become the property of LAWA upon receipt by LAWA. LAWA shall have the right to copy, reproduce, publicize, release or otherwise dispose of each submittal in any way that LAWA selects. LAWA shall be free to use as its own, without payment of any kind or liability therefore, any idea, scheme, technique, suggestion, layout, or plan received during the RFQ process. 3. RIGHT OF REJECTION AND WAIVER OF INFORMALITY: LAWA and/or City reserves the right to reject any and all submittals and/or to waive any deficiencies, informalities or omissions in the submittals when to do so would be to the advantage of LAWA and/or City. The receipt of any submittal shall not in any way obligate LAWA to enter into an agreement, concession agreement, lease, or any other type of contract of any kind with any Respondent. 4. RIGHT TO RECEIVE ADDITONAL INFORMATION AND VERIFICATION OF REFERENCES: LAWA reserves the right to request any additional information at any time to assist in its evaluation. LAWA reserves the right to verify all submitted information, including all references and to contact third parties for additional references and information as it deems advisable. If any information stated in the SOQ is found to be misrepresented in any manner, this may be grounds for disqualification of the Respondent. 5. RESPONDENT QUESTIONS AND ADDENDA: If any Respondent finds lack of clarity, discrepancies or omissions of any type of kind in this RFQ or there is doubt as to the true meaning of any part of this RFQ, written request for a clarification or interpretation should be clearly presented and transmitted by to the address set forth on the cover page. The deadline for submittal of questions is set forth on the cover page. Responses to written questions, corrections and clarification to this RFQ will be made in writing and made available to all prospective Respondents on the Los Angeles Business Assistance Virtual Network (LABAVN) website ( as a RFQ addendum. Only questions pertaining to this RFQ will be answered. LAWA is not responsible for any explanation, clarification, interpretation or approval made or given in any manner except by addendum. Prospective Respondents shall not rely upon any explanation, clarification, interpretation, or approval that is not contained in an addendum to the RFQ. Any addenda so issued are to be considered part of this RFQ. All prospective Respondents that submit a response to this RFQ are deemed to understand the contents of the RFQ and any addendum thereto. 6. CONTACT WITH CITY/LAWA PERSONNEL: Respondent may only rely upon written information provided by LAWA. Respondent shall not rely upon, and LAWA shall not be responsible for, any oral information or instructions provided in reference to this RFQ. Neither a Respondent nor its respective agents and consultants are permitted to contact, directly or indirectly, any City of Los Angeles elected official, member of the Board of Airport Commissioners, or LAWA administration, staff or consultants regarding the Project, except as specifically permitted hereby or approved in advance by the LAWA in writing. The foregoing restriction shall not, however, preclude Respondent participation in public meetings or any public or LAWA workshops related to the Project. Any verified allegation that a Respondent or Member or an agent or consultant of the foregoing has made such contact or attempted to influence the evaluation, ranking, and/or agreement award may be cause for LAWA to disqualify Respondent from submitting a proposal, to disqualify the 21

24 Member from participating in the procurement and/or to discontinue further consideration of such Respondent. 7. PROTEST PROCEDURES: The procedures and time limits set forth in this Exhibit are the Respondent s sole and exclusive remedy in the event of a protest. Failure to comply with these procedures shall constitute a waiver of any right to further pursue the protest; including filing a government code claim or any legal proceeding. These procedures are for the benefit of the City. The purpose of the following procedures is to provide a method for resolving protests regarding this RFQ process, including LAWA s identification and selection of Qualified Proposers to participate in the RFP Phase of the Project procurement. The procedures will enable the Board to ascertain all of the facts necessary to make an informed decision regarding the protest. A protest, and all required copies, must be submitted in detail, in writing, signed by the protestor or by a representative of protestor, and received in the offices of the Los Angeles City Attorney s Office, Airport Division and the office of the Board, at the addresses below. The protest shall contain a full and complete statement specifying, in detail, the factual ground and legal basis of the other document which forms the basis for the protest. The protest must include the name, address, and telephone number of the protestor and protestor s representative. All protests must be addressed to the Office of the City Attorney, Airport Division, One World Way, Room 104, Los Angeles, California with a copy to the Secretary of the Board of Airport Commissioners at One World Way, Los Angeles, California and a copy to the Bureau or Division of the Department of Airports responsible for issuing this RFQ. Any protests regarding the content of the RFQ, including the procurement process described in this RFQ (except protests described in following paragraph), must be received before 3:00 p.m. on the tenth business day after LAWA s issuance of this RFQ. Notwithstanding the prior sentence, any protest related to an addendum to the RFQ must be received before 3:00 p.m. on the sooner of (i) the fifth business day after LAWA s issuance of the addendum or (ii) the SOQ Due Date. Any protests regarding LAWA s identification and selection of Qualified Proposers to participate in the RFP Phase of the Project procurement must be received before 3:00 p.m. of the fifth (5 th ) business day after the Qualified Proposer Selection Date. The party filing the protest must, at the same time as delivery to the City Attorney s office and the secretary of the Board as set forth above, deliver a copy of the protest and any accompanying documentation to all other parties with direct financial interest that may be adversely affected by the outcome of the protest. Such parties shall include all other Respondents. The Respondent that is protesting and potentially affected parties will be notified of the time and date that the protest will be discussed in a public session of the Board. Protesting parties will be given an opportunity to present their arguments at the public session. If the Board determines that the protest was frivolous, the party originating the protest may be determined by the Board to be irresponsible and that party may be determined to be ineligible for future contract awards. 22

25 8. ADEQUACY OF INFORMATION: The information presented in this RFQ is provided solely for the convenience of Respondent and other interested parties. It is the responsibility of the Respondent and other interested parties to assure themselves that the information contained in this package is accurate and complete. LAWA provides no assurances pertaining to the accuracy of the data in this RFQ. 9. ADDITIONAL DISCLAIMERS AND RESERVATIONS: Failure by LAWA to object to an error, omission, or deviation in the submittal package will in no way modify this RFQ or excuse Respondent from full compliance with the requirements of this RFQ. Neither the Board nor LAWA shall be obligated to respond to any submittal nor shall they be legally bound in any manner whatsoever by the receipt of a submittal. All information stated in the submittal should be factual, truthful and should not be fabricated, embellished, extended or misrepresented. LAWA reserves the right to postpone the SOQ Due Date, cancel this competitive process, issue an addenda to this RFQ, issue a new RFQ or other solicitation document, add or delete Respondent responsibilities from the information contained in this RFQ or any subsequent RFP, or exercise any other right reserved or afforded to LAWA under this RFQ and applicable law when it is in LAWA s best interests to do so. LAWA reserves the right to reject any SOQ from a Respondent who was previously delinquent or unfaithful in the performance of any contract with the City of Los Angeles. Each Respondent must not have any pending, active or previous legal action or conflict of interest that would, in LAWA s sole judgment, prevent the Respondent from fulfilling its obligations under the Agreement. 23

26 EXHIBIT C FORM B Form B Information Regarding the Respondent, Major Team Members, Financially Responsible Parties and Certifications INSTRUCTIONS FORM B 1. Form B shall be utilized to complete the Respondent Team Summary as required in Section 7 of this RFQ. 2. Fill in all necessary information in order to complete Form B. 3. Form B, in Word format, is available at: [insert website] and must be used to complete Form B. Do not include the instruction page in the SOQ. 4. A separate Form B should be completed for each Major team member and financially responsible partner. This should include, at a minimum, the: a. Developer/Builder(s) b. Equity/Financial Partners c. Architect and Design Firm d. Facilities Manager 24

27 FORM B INFORMATION REGARDING RESPONDENT, MAJOR TEAM MEMBERS, FINANCIALLY RESPONSIBLE PARTIES AND CERTIFICATIONS Name of Respondent: Name of Firm: Role of Firm on Respondent Team: _ Developer Equity Member Major Non-Equity Member Financially Responsible Party Year Established: _ Individual Contact: Individual s Title: Firm s CEO/Chairman: _ Federal Tax ID No. (if applicable): _ Telephone No.: _ North American Industry Business Organization (check one): Corporation (If yes, then indicate the State/Country/Province and Year of Incorporation and complete Sections A-C and the Certification form (Form B) for the entity.) Partnership (If yes, complete Sections A-C and the Certification form (Form B) for each member.) Joint Venture (If yes, complete Sections A-C and the Certification form (Form B) for each member.) Limited Liability Company (If yes, complete Sections A-C and the Certification form (Form B) for each member.) Other (If yes, describe and complete Sections A-C and the Certification form (Form B)) 2

28 A. Business Name: B. Business Address: Headquarters: Office Performing Work: Contact Telephone Number: C. If the entity is a Joint Venture, Partnership or Limited Liability Company, indicate the name and role of each member firm in the space below. Complete a separate Information form (Form B) for each member firm and attach it to the SOQ. Also indicate the name and role of each other financially liable party and attach a separate form. D. If the firm is the Lead Contractor, provide California general contractor license number (if available): 1. CERTIFICATION 1. Does the firm or any affiliate, or any current officer, director or employee of either the firm or any affiliate, have ground lease experience? Yes No If yes, please explain: Date Jurisdiction Type Explanations 3

29 2. Has the firm or any affiliate, or any current officer, director or employee of either the firm or any affiliate, been indicted or convicted of bid (i.e., fraud, bribery, collusion, conspiracy, antitrust, etc.) or other contract related crimes or violations or any other felony or serious misdemeanor within the past 10 years (measured from the date of issuance of this RFQ)? Yes No If yes, please explain: Date Jurisdiction Type Explanations 3. Has the firm or any affiliate ever sought protection under any provision of any bankruptcy act within the past 10 years (measured from the date of issuance of this RFQ)? Yes No If yes, please explain: Date Jurisdiction Type Explanations 4. Has the firm or any affiliate ever been disqualified, removed, debarred or suspended from performing work for the federal government, any state or local government, or any foreign governmental entity within the past 10 years (measured from the date of issuance of this RFQ)? Yes No If yes, please Jurisdiction 4

30 Type Explanations 5. Has the firm or any affiliate ever been found liable in a civil suit or found guilty in a criminal action for making any false claim or other material misrepresentation to a public entity within the past 10 years (measured from the date of issuance of this RFQ)? Yes No If yes, as to each such inquiry, state the name of the public agency, the date of the inquiry, the grounds on which the public agency based the inquiry, and the result of the inquiry. Date Jurisdiction Grounds Result 6. Has any construction project performed or managed by the firm or, to the knowledge of the undersigned, any affiliate involved repeated or multiple failures to comply with safety rules, regulations, or requirements within the past 10 years (measured from the date of issuance of this RFQ)? Yes No If yes, please identify the team members and the projects, provide an explanation of the circumstances, and provide owner contact information including telephone numbers and addresses. Date Project Explanation Contact Name Contact Phone Contact 7. Has the firm or any affiliate been found, adjudicated or determined by any federal or state court or agency (including, but not limited to, the Equal Employment 5

31 Opportunity Commission, the Office of Federal Contract Compliance Programs and any applicable California governmental agency) to have violated any laws or Executive Orders relating to employment discrimination or affirmative action within the past 10 years (measured from the date of issuance of this RFQ), including but not limited to Title VII of the Civil Rights Act of 1964, as amended (42 U.S.C. Sections 2000 et seq.); the Equal Pay Act (29 U.S.C. Section 206(d)); and any applicable or similar California law? Yes No If yes, please explain: Date Jurisdiction Type Explanations 8. Has the firm or any affiliate been found, adjudicated, or determined by any state court, state administrative agency, including, but not limited to, the California Department of Industrial Relations (or its equivalent), federal court or federal agency, to have violated or failed to comply with any law or regulation of the United States or any state within the past 10 years (measured from the date of issuance of this RFQ) governing prevailing wages (including but not limited to payment for health and welfare, pension, vacation, travel time, subsistence, apprenticeship or other training, or other fringe benefits) or overtime compensation? Yes No If yes, please explain: Date Jurisdiction Type Explanations 9. With respect to each of Questions 1-7 above, if not previously answered or included in a prior response on this form, is any proceeding, claim, matter, suit, indictment, etc. currently pending against the firm that could result in the firm being 6

32 found liable, guilty or in violation of the matters referenced in Questions 1-7 above and/or subject to debarment, suspension, removal or disqualification by the federal government, any state or local government, or any foreign governmental entity? Yes No If yes, please explain and provide the information requested as to such similar items set forth in Questions 1-7 above. Date Jurisdiction Type Explanations 10. Has the developer, or joint venture partner, including their parent corporation(s) or subsidiary(s) or affiliated corporation(s) as well as any of the development team s officers, principal members, shareholders or investors been involved in litigation relating to a development project, either voluntary or involuntary, within the last 10 years? Yes No If Yes, provide the following information. If more room is necessary use a separate sheet and indicate as such in the description. Date Jurisdiction Type Explanations Current Status 11. Total amount of development work completed by the developer during the last 0 years. Complete Exhibit D Form C and list the total number of projects and the Total project cost below: 7

33 Total Number of Projects Completed Total Project Cost 12. Total amount of development work currently under development. Complete Exhibit E Form D and list the total number of projects and the total project cost below: Total Number of Projects Total Project Cost 13. Total amount of development work currently in the pipeline. Complete Exhibit F Form E and list the total number of projects and the total project cost below: Total Number of Projects Total Project Cost 14. Does the developer, or joint venture partner, including their parent corporation(s) or subsidiary(s) or affiliated corporation(s) as well as any of the development team s officers, principal members, shareholders or investors have a known relationship, as it relates to this proposal, with any member of LAWA, either elected officials or staff? Yes No If Yes, provide the following information. If more room is necessary use a separate sheet and indicate as such in the explanation. Explanation: I certify that the foregoing is true and correct, and that I am the firm s Official Representative: By: Print Name: 8

34 Title: Date: Yes No If yes, please explain: Date Jurisdiction Type Explanations 9

35 10 Request for Qualifications

36 11 Request for Qualifications