request for proposals batching lease opportunity pier 94 ... · accommodate a concrete batching...

Request for Proposals Batching Lease Opportunity

Pier 94 / Seawall Lot 352

OPTION A: CONCRETE BATCHING LEASE OPPORTUNITY

City and County of San Francisco

Gavin Newsom, Mayor San Francisco Port Commission

Project Manager, Brad Benson Phone: (415) 274-0498

E-mail: [email protected]

INTRODUCTION ............................................................................................................................................................ 1

I. OVERVIEW........................................................................................................................................................... 1

II. THE SITE............................................................................................................................................................... 3 Physical Condition.......................................................................................................................................4

III. THE LEASING OPPORTUNITY........................................................................................................................ 4 Market Conditions .......................................................................................................................................5 Sidewalk, Curb, Gutter and Street Subbase Applications............................................................................5 Environmental Impacts of Concrete Production .........................................................................................5 SFPUC Sunol Quarry Operation.................................................................................................................6

IV. PROJECT OBJECTIVES..................................................................................................................................... 6

V. PROJECT APPROVALS ..................................................................................................................................... 7 Port of San Francisco..................................................................................................................................7 Environmental Review .................................................................................................................................7 Marine Transportation Security Act of 2002 ...............................................................................................8 Business Licenses.........................................................................................................................................8 Permits/Registration ....................................................................................................................................8 Board of Supervisors ...................................................................................................................................8

VI. KEY LEASE TERMS............................................................................................................................................ 9

VII. SELECTION PROCESS AND CRITERIA ........................................................................................................ 9 Request for Proposals..................................................................................................................................9 Advisory Panel...........................................................................................................................................10 Port Commission Determination ...............................................................................................................10 Selection Criteria.......................................................................................................................................10 Evaluation and Determination...................................................................................................................12 Negotiations...............................................................................................................................................13 Approval of Transaction ............................................................................................................................13 Schedule.....................................................................................................................................................13 Contact for Information.............................................................................................................................14

VIII. WHAT YOU SHOULD SUBMIT ...................................................................................................................... 14 Submittal Format .......................................................................................................................................14 Submittal Deadline ....................................................................................................................................19

IX. OTHER TERMS AND CONDITIONS.............................................................................................................. 19

X. POLICY OF NONDISCRIMINATION ON THE BASIS OF DISABILITY AND EQUAL EMPLOYMENT OPPORTUNITY STATEMENT.......................................................................................... 22

FIGURES Figure 1: Site Plan

Figure 2: Area Context Page 3

APPENDICES Appendix A: Concrete Market Conditions

Appendix B: The City’s Sunol Quarry Operation

Appendix C: Recent California Environmental Quality Act (CEQA) Review of Seawall Lot 352 & Mitigation

Measures Required Pursuant to the Southern Waterfront FSEIR

Appendix D: Statement of Ability to Comply with City and Other Governmental Requirements and Agreement

to Conditions & Key Lease Terms

Appendix E: Disclosure Questionnaire

INTRODUCTION The San Francisco Port Commission owns approximately 4.7 acres of property in its southern waterfront portfolio on a site known as Seawall Lot 352. In June, 2008, the Port Commission authorized Port staff to issue and advertise a batching opportunity at this site. This competitive solicitation is unusual in that it combines two separate solicitation opportunities: one for concrete batching and one for asphalt production. Respondents may bid on one or both opportunities. Respondents bidding on both opportunities should provide two separate submittals. This document describes submittal requirements for companies proposing a concrete batching opportunity at Seawall Lot 352. Please refer to the Port’s website to download a copy of the RFP for asphalt batching. www.sfport.com/swl352/optionb-asphalt The Port Commission, in its sole discretion, will decide whether to lease the Seawall Lot 352 Premises for concrete batching or asphalt production. The Port Commission may opt to use responses to this RFP as a basis for negotiating a subsequent batching lease opportunity on the Port’s nearby Piers 90-94 Backlands. As discussed further in Section VII. SELECTION PROCESS AND CRITERIA, proposals for concrete batching will only be scored against other concrete batching proposals; proposals involving asphalt batching will be scored separately. I. OVERVIEW The Port of San Francisco (“Port”) is soliciting proposals from qualified respondents (“Respondents”) for the development and operation of a concrete batching facility within 204,688 square feet, located at Seawall Lot 352 (“the Site”).

Figure 1: Site Map

The Port’s Final Southern Waterfront Supplemental Environmental Impact Report (FSEIR) and subsequent addenda to this FSEIR have treated concrete and asphalt batching opportunities on Port property similarly in the context of annual production limits for batching facilities that govern the area, including the environmental impacts that arise from such operations and the mitigation measures designed to minimize these impacts to acceptable levels. While further environmental review will likely be required prior to lease execution for a new batching opportunity, the FSEIR contemplates additional batching capacity in this area of the Port’s jurisdiction, in addition to the two current concrete batching tenants of the Port (Bode Sand and Gravel, Inc. and Cemex, Inc.). The Port will select a qualified Respondent (the “Operator”) that has the demonstrated ability to develop and operate a concrete batching facility on the Site, with the goal of negotiating a maritime industrial lease and related documents for the lease of the Site. The Operator must have experience in the financing, development and operation of a concrete and/or asphalt batching facility and preferably should possess experience with the start-up of new operations, as well as an exemplary record of environmental facility design, operations, regulatory compliance and community relations. The Port will require that the Operator operate a marine bulk cargo terminal to receive aggregate materials from marine vessels at the Pier 94 maritime berth (or other identified berth) and operate a batching facility at the Site.

II. THE SITE The Site consists of a 204,688 square foot parcel of open land, located at Seawall Lot 352 in the Southern Waterfront Maritime Industrial Complex. The Site is currently vacant; however, it has been partially developed with a foundation and various infrastructure improvements to accommodate a concrete batching plant. The Site is located in the Southern Waterfront on Seawall Lot 352, within the Port’s 278 acre Piers 80-96 Maritime Industrial Complex. The Site is situated south of the Islais Creek Channel and north of India Basin, within the Port’s 44-acre area known as the “Backlands”. The Southern Waterfront has experienced considerable economic investment and development over the past decade. This investment has occurred in both the public and private sectors, as evidenced by the construction of the MUNI T-Line and the ongoing development of Mission Bay. As shown in Figure 2 below, the Site enjoys some of the best industrial transportation access in San Francisco, with easy access to water, road and rail transport. The Site is adjacent to the Port’s bulk cargo terminals at Piers 92-94 and the Port’s freight rail facilities. The Port’s breakbulk facility is located across Islais Creek at Pier 80. The location is close to I-280 and US 101, as well as to major local truck routes. The Site is immediately adjacent to the two major concrete producers in the City.

Figure 2: Port Southern Waterfront Area Context

Physical Condition The Port will require the Operator to execute a lease agreement and to accept the Site in its existing “AS IS” state and condition. The Port will make available for review all available environmental and geotechnical studies to all RFP Respondents. The Site is located within the footprint of a former landfill containing a variety of debris extending to as much as 30 feet below the present ground surface. Soft bay mud and sand deposits then underlie the landfill. The bay fill condition of the Site requires that a number of geotechnical issues be considered in assessing the feasibility of project alternatives, including most notably the total and differential settlement due to consolidation, settlement of landfill debris, and liquefaction. The Port will make available its existing environmental and geotechnical data to Respondents during a review period further described in Section VII. SELECTION PROCESS AND CRITERIA. This information is provided as background only; the Port’s selected Respondent must independently verify site conditions during a due diligence period provided during the period of Exclusive Negotiations. The site is served by numerous underground utilities in the area, including domestic water, fire water, storm drain, sewer, and electrical lines. As described in Section VII. SELECTION PROCESS AND CRITERIA below, after the Port Commission selects a prospective Respondent for exclusive negotiations (“Exclusive Negotiations”), the prospective Respondent may conduct an engineering survey of the Site during a two month “Due Diligence Period,” coordinated through the Port’s Chief Harbor Engineer, Mr. Ed Byrne. III. THE LEASING OPPORTUNITY Port staff has received multiple expressions of interest regarding a proposed concrete and/or asphalt batching plant facility with a bulk cargo marine terminal component at Pier 94. The opportunity is for the lease and development of a concrete batching facility and maritime bulk cargo terminal with the following characteristics:

• 204,688 square feet of land (Parcel A) within 1,200 feet of the waterside. • 5,967 square feet of land (Parcel B) to accommodate a conveyor system to move

aggregate materials from the Pier 94 berth to the concrete batching facility (use of this area may be non-exclusive).

• Non-exclusive use of a deep-water berth at Pier 94 for unloading of aggregate materials, subject to scheduling berthing with the principal user of this berth (Hansen Aggregates, Inc.) and servicing of other maritime tenants as needed.

The Port seeks proposals that incorporate the operation of a concrete batching facility with the marine import of aggregate, sand or other bulk construction materials. Such an operation would serve the needs of various City departments and private entities and maximize revenue for the Port. This opportunity would provide economic opportunities for City businesses and residents and balance existing uses of the Pier 80-96 Maritime Complex.

Market Conditions Since 1995, private building construction in San Francisco has averaged $1.6 billion per year, with relatively little fluctuation (except for the mid-1990s). As described further in Appendix A, the City has major development projects underway or in various stages of planning at Mission Bay, Hunters Point, Treasure Island, Seawall Lot 337 and Pier 70. Construction activity in public projects in San Francisco has averaged $811 million per year since 1995. The highest total occurred in 2006, when $1.96 billion in public construction occurred; the high total for that year was due to the letting of a $1.4 billion contract for Bay Bridge reconstruction. As described Appendix A, the City and County of San Francisco has adopted a 10-Year Capital Plan (“Capital Plan”) enumerating funded (and unfunded) capital projects of City departments scheduled for development in the next ten years, representing the bulk of public works projects contemplated by the City during the next decade. Furthermore, in light of the current economic climate, the federal government is contemplating major infrastructure investment to bolster the nation’s economy. Sidewalk, Curb, Gutter and Street Subbase Applications Department of Public Works (“DPW”) DPW has recently adopted specifications that allow the use of recycled aggregate in sidewalk, curb and gutter applications and in subbase for City streets1. The Capital Plan programs $179 million over ten years for sidewalk and curb ramp projects that would be eligible projects for this use. The Port has approved an agreement with Sustainable Crushing Ventures, Inc. for a Construction Materials Recycling Center for waste concrete and asphalt on the adjacent Backlands property. If approved, such a facility or other regional supplier could supply recycled aggregate for these applications. On May 12, 2009, Mayor Gavin Newsom and Board of Supervisors President David Chiu proposed placing a $368 million bond measure on the November 2009 ballot to repair streets, improve stairways and sidewalks, and construct curb ramps accessible to people in wheelchairs. Submission of the measure to the ballot requires the support of eight of the eleven members of the Board of Supervisors; passage of the measure would require a 2/3 vote of voters. A copy of the bond report for the proposed measure can be found at: www.sfport.com/swl352 Environmental Impacts of Concrete Production The City is mindful of the impacts of quarry operations, shipping aggregates and (particularly) cement production on the environment. In their submittals, Respondents should emphasize the environmental benefits of their plant design, operations and material supply. The following City policies may impact the design or operation of an Operator’s plant:

1 City Concrete Specifications with Recycled Content. Please see: www.sfport.com/swl352.

• Waste Reduction. The City's Board of Supervisors adopted Resolution No. 679-02 setting a zero waste goal for 2020. The City has recently adopted Ordinance 53-07 amending the Public Works Code that requires the use of recycled materials in City construction projects. DPW has recently approved the use of recycled aggregate in sidewalk, curb and gutter applications and in sub-base for City streets. One of the Port’s existing concrete batching tenants has installed a system to recycle aggregate, sand and cement from waste concrete returned from job sites.

• Dust Control. In 2005, the City adopted a Dust Control Ordinance which requires

applicants for a building permit for a project over a half acre to submit a Dust Control Plan for approval by the San Francisco Department of Public Health.

• Greenhouse Gases. In 2004, the City adopted San Francisco adopted this plan

committing the city to reducing greenhouse gas emissions by 20% below 1990 levels by 2012. According to industry estimates, cement production represents 5-7% of greenhouse gas emissions. The City is interested in promoting safe and effective alternatives to Portland cement, including but not limited to flyash or slag.

• Stormwater. The Port and the San Francisco Public Utilities Commission (“SFPUC”)

are coordinating to publish state-of-the-art stormwater management guidelines governing industrial operations on Port property (and elsewhere in San Francisco). The Port’s existing concrete batching tenants have designed facilities to enable collection, storage and recycling of stormwater into concrete rather than relying on discharge to the City’s combined sewer system. The Port’s plan also emphasizes the expansion and use of natural-based stormwater management swales to treat stormwater before discharge to the Bay.

• Truck Trips. Finally, concrete batching operations result in truck trips to and from job

sites. California ports are under increasing scrutiny to minimize toxic air contaminants arising from their operations – particularly those generated from diesel engines. Port staff is investigating further lease-based requirements, such as a requirement to operate fleets on biodiesel or other alternative fuels, to minimize environmental impacts on nearby San Francisco neighborhoods. The Port will encourage use of maritime bulk terminals and freight rail to reduce truck trips associated with raw materials.

SFPUC Sunol Quarry Operation The San Francisco Public Utilities Commission is currently negotiating a lease for the operation of its quarry in Sunol, CA. Appendix B contains information related to this operation. The City is interested to understand if there are cost-effective means of transporting this material from Sunol to San Francisco, preferably by water or rail. As described in Section VIII. WHAT YOU SHOULD SUBMIT, Respondents are asked to submit proposed methods of transporting aggregates from Sunol to San Francisco and projected associated costs. IV. PROJECT OBJECTIVES This RFP has the following objectives:

• Secure an experienced, high quality concrete batching facility operator;

• Increase bulk cargo shipped into the Port of San Francisco;

• Provide for the construction of a well-designed industrial facility and physical upgrades

to the Site including site beautification;

• Maximize Port revenue;

• Minimize unnecessary truck trips;

• Promote City environmental policies, including those related to landfill diversion, construction materials recycling, and use of recycled materials in public works projects;

• Provide employment and contracting opportunities; and

• Provide a project consistent with City and Port land use policies.

The Port believes that well-designed industrial architecture can improve the appearance of its property. V. PROJECT APPROVALS The Operator’s specific plans for the Site will require various regulatory permits and approvals, and each Respondent is solely responsible for determining permits and approvals that will be required for the construction and operations proposed at the Site and for obtaining such permits and approvals. The following information is intended to help Respondents in this determination, but is not a complete summary of all required permits or approvals or a representation that any required permits or approvals will be issued to an Operator. Port of San Francisco The Port Commission, acting in its proprietary capacity as landlord, has authority to approve an agreement to enter into exclusive negotiations with the selected Respondent and must approve any final lease and related documents for the lease of the Site and any improvements thereto. The Port, acting in its regulatory capacity, will issue the building permits for any required project construction, including site preparation, infrastructure and utility improvements, and architectural and signage design review and approvals. The Operator must follow all the Port's specific building requirements. The Port follows its own Building Code, which is available on the Port’s web site (www.sfport.com). Environmental Review The Project is subject to review for potential environmental impacts under the California Environmental Quality Act (CEQA). The time required to complete CEQA review and approvals will depend, among other factors, on the extent to which the proposed operation

continues the previous type and intensity of use. The Site was previously used as a container handling facility, but has undergone CEQA analysis for a concrete batching use that is described further in Appendix C. The regulatory review process will include compliance with planning policies and/or permit requirements administered by the San Francisco Bay Conservation and Development Commission (BCDC). Pier 94 and Seawall Lot 352 are included within BCDC's Seaport Plan, which is focused on designating facilities around San Francisco Bay for specified types of cargo maritime and port operations. The selected Respondent’s proposal will be subject to review by BCDC for compliance with Seaport Plan and other BCDC planning policies, and permitting requirements. Marine Transportation Security Act of 2002 The Operator will be responsible for a security threat assessment and authorship of a Facility Security Plan (FSP) for the used Site, gaining U.S. Coast Guard authorization for said FSP and maintaining all staffing, fixtures and duties required to remain in compliance with the regulations of Marine Transportation Security Act of 2002 and future amendments or revisions thereto, and will be responsible for all penalties and remedies for non-compliance. Business Licenses Operator will be solely responsible for obtaining required licenses associated with its proposed use of the Site, including, but not limited to, those from the City’s Department of Public Health and Treasurer/Tax Collector. Permits/Registration Operator will be responsible for obtaining and maintaining permits for its operations, including but not limited to permits from the San Francisco Bay Regional Water Quality Control Board, an air quality permit from the Bay Area Air Quality Management District, registration with the Department of Public Health Hazardous Materials Unified Program Agency if hazardous materials will be used, stored, or generated, registration as a maritime terminal operation, and, if applicable, the California Portable Equipment Registration Program (PERP) program. Board of Supervisors Maritime leases such as that proposed for the Pier 94 / Seawall Lot 352 Site are not subject to approval by the City and County of San Francisco’s Board of Supervisors (“Board of Supervisors”) pursuant to San Francisco Charter Section 9.118.

VI. KEY LEASE TERMS Subject to Port Commission approval and upon successful completion of negotiations with the selected Respondent, the Port anticipates entering into a lease for the Site with an Operator. Appendix D contains terms (“Key Lease Terms”) that will be incorporated in the lease. Respondents should review the Port of San Francisco’s boilerplate lease, which is posted on the Port’s website under the RFQ/P link. Respondents must indicate acceptance of these Key Lease Terms and the boilerplate lease by completing the form in Appendix D and must make a lease proposal that is consistent with the Key Lease Terms and the boilerplate lease. Actual terms of the lease will be negotiated with Port staff and are subject to approval by the San Francisco Port Commission in its sole discretion. The documents governing the approval, development, and operation of a concrete and/or asphalt batching facility at the Site will contain time and performance benchmarks, including provisions for payment of liquidated damages, and termination for non-performance. VII. SELECTION PROCESS AND CRITERIA The Port of San Francisco will conduct the evaluation and selection process. The Port Commission is the sole decision-maker regarding this selection, and the Port Commission reserves the right to reject any or all proposals or to terminate development or lease negotiations at any time. Request for Proposals Interested parties are requested to make the required submittals described in this RFP within the relevant time frames. A voluntary Pre-Submittal Conference will be held on July 14, 2009 at 1:00 P.M. Pacific Daylight Time at the Port’s offices in Pier 1, San Francisco, California. This Pre-submittal Conference will be followed by a tour of the Site. Questions from potential Respondents may be addressed to Port staff at this conference. Questions may be answered orally at the conference, or in writing. Written responses will be sent to all potential Respondents who registered at the Pre-Submittal Conference or who received the RFP. During the period from July 13-17, 2009, potential Respondents may schedule an appointment with Port staff to review environmental and geotechnical pertaining to the Site. Respondents may schedule an interview by contacting Richard Berman at (415) 274-0276. A complete response to the RFP is required. Respondents must deliver complete written submittals by the deadline indicated herein, accompanied by a signed Statement of Ability to Comply with City Requirements and Other Terms and Conditions of the RFP, and by providing the $25,000.00 Earnest Money Deposit. Earnest Money Deposits will be refunded after the Port Commission selects a Respondent, except that the Port will retain the Earnest Money Deposit provided by the selected Respondent to pay the Port for an initial period of Exclusive Negotiations.

Advisory Panel The submittals will be reviewed and evaluated by an advisory panel consisting of up to five individuals with experience in real estate economics, public works construction, maritime terminal operations and environmental regulatory compliance (“Advisory Panel”), with the assistance from Port staff and/or independent consultants. Port or City staff and/or other appropriate parties with relevant experience may serve on the Advisory Panel. The Advisory Panel, Port staff, or their consultants may, at their discretion, contact references and industry sources, investigate previous projects and current commitments, interview some or all of the Respondents and Respondent teams, and/or take any other information into account in their evaluation of the responses. The Port reserves the right to request clarification or additional information from individual Respondents and to request that some or all Respondents make presentations to Port staff, the Port Commission, community groups, or others. Please note that this due diligence – in addition to written materials provided by Respondents in response to this RFP – may be taken into account during the Advisory Panel’s deliberations. Port Commission Determination As described below, the Advisory Panel will make a recommendation to Port staff. Port staff will make a final recommendation to the Port Commission, which may differ from the recommendation made by the Advisory Panel. The Port Commission, in its sole discretion, will determine whether to enter into negotiations for a concrete batching facility, an asphalt plant, or a proposal combing both. The Port Commission, in its sole discretion, will determine whether to authorize negotiations with a Respondent, and may direct staff to enter an exclusive agreement between the Port and the selected Respondent providing for a series of lease negotiation and facility design and permitting benchmarks (“Exclusive Right to Negotiate Agreement”). Selection Criteria Each Respondent must have a minimum of five years’ experience operating a concrete batching facility as a company, or minimum individual team member professional experience operating a concrete batching facility of 10 years, or comparable experience. Respondent’s team must have maritime terminal operations experience. Proposals that fail to demonstrate the requisite experience will be rejected as non-responsive. As described in the introduction, proposals for concrete batching will only be scored against other concrete batching proposals, and proposals involving asphalt production will be scored separately.2

2 If one or more Respondents propose a facility that combines concrete batching and asphalt production within the same footprint, such a proposal or proposals will be scored separately.

As described above, the Port Commission may select a Respondent with whom to enter negotiations. The selected Respondent must have the demonstrated ability to deliver and operate a concrete batching facility that meets the Port’s Project Objectives. The Advisory Panel will use the following criteria in evaluating the responses to this Request for Proposals: Lease Opportunity A. Quality of the development and operations concept, based on the specified use, type of

materials to be handled, source and means of transportation of raw materials, equipment, staffing, and markets for products. (10 points)

B. Financial capacity of the Respondent, based on ability to raise and commit funds for start

up operations, facility development and continuing operations and maintenance. (10 points)

C. The regulatory compliance record of the Respondent. (10 points) D. Environmental performance plans, capability to produce recycled content concrete (and

projected percentage of recycled content), dust control measures, emissions profile of proposed plant(s) and fleets serving the facility, fuel efficiency of fleets, and best management practices. (10 points)

E. Experience, organization and reputation of the Respondent’s team, overall qualifications

and availability of key individuals of the Respondent’s team, economic success of similar ventures, relationships with contractors and operators, ability to implement development and operations of a concrete batching facility quickly and effectively, and ability to work constructively with City and community representatives. (10 points)

F. The proposed layout and design of the concrete batching facility, including materials

handling equipment, throughput capacity, resource-efficient building plans, environmental mitigation features, energy-efficiency of facilities, landscaping and stormwater management plans, and compatibility with the Southern Waterfront area. (10 points)

G. The local economic benefits of the Respondent’s proposal, including local job training

and hiring plans, participation by Human Rights Commission-Certified Small and Local Economically Disadvantaged Business entities (e.g., ownership and/or partnership interests), and subcontracting opportunities for Human Rights Commission-Certified Small and Local Economically Disadvantaged Business entities. (10 points)

H. Economic return to the Port, based on anticipated Wharfage and Dockage fees, Base Rent

and Percentage Rent (25 points) I. Financial viability of the proposal, based on adequacy of projected revenues to support

the investment, reasonableness of the cash flow analysis, and proposed capital investment for improvements. (5 points)

Evaluation and Determination Following the Port’s receipt of submittals in response to this RFP, the Port will implement the following evaluation process. 1. An Advisory Panel of up to five people consisting of Port staff and/or other appropriate

parties will evaluate the required written submittals of each Respondent based on the Selection Criteria.

2. Port staff may conduct independent investigation of Respondents, including research

regarding regulatory compliance, financial capacity and credit history, and interviews of third parties, including regulatory agencies. Port staff may share this information with the Advisory Panel and the Advisory Panel may consider such information in its scoring.

3. The Advisory Panel will score and rank submittals according to the Selection Criteria.

Respondents proposing a concrete batching facility will be ranked compared to other respondents proposing a concrete batching facility. Respondents proposing asphalt production facilities or facilities that combine concrete batching and asphalt production will be ranked separately.

4. The Advisory Panel will choose a number of selected Respondents for interviews

(“Selected Respondents”) based on scoring. Alternately, the Advisory Panel may decide to interview all Respondents or not interview any Respondents.

5. The Advisory Panel may interview the Selected Respondents and revise scores and

rankings of the Selected Respondents according to the Selection Criteria. The Advisory Panel will submit its final rankings to Port staff.

6. Based on its review of the Advisory Panel recommendations as they relate to the

Selection Criteria and other available information, including information obtained from sources other than Respondents’ submittals, Port staff will recommend a single Respondent to the Port Commission. This recommendation may differ from the recommendation made by the Advisory Panel.

7. The Port Commission, in its sole discretion, will determine whether it prefers concrete

batching or asphalt production as the lease opportunity to pursue at the Site or nearby Port property.

8. The Respondent recommended by Port staff will be requested to make an informational

presentation, or presentations, to the Port’s Southern Waterfront Advisory Committee, community groups and/or others.

9. The Port Commission, in its sole discretion, will determine whether to authorize

negotiations with the Port staff recommended Respondent or another Respondent, and it may authorize Port staff to enter into an Exclusive Right to Negotiate Agreement.

Negotiations Upon Port Commission authorization of negotiations, the selected Respondent’s $25,000 earnest money deposit will be retained by Port as payment for the initial period of Exclusive Negotiations. The Port Commission may or may not direct Port staff and the Selected Respondent to enter an Exclusive Right to Negotiate Agreement during the period required to complete lease negotiations. The negotiation period will last up to four (4) months. During the negotiation period, the following events are anticipated to occur:

• A lease agreement and related documents for the lease and development of the Site in a final form approved by the City Attorney’s Office will be negotiated incorporating specific terms including, but not limited to, the Port’s and lessee’s responsibilities (including an Operations Plan), the economic parameters, development standards and requirements, and a performance schedule;

• Subject to a license agreement with the Port, the selected Respondent will complete its

due diligence review of the Site, finalize financial projections, and complete preliminary Site plans including, but not limited to elevations and renderings for the Site;

• The selected Respondent will complete the project approval processes and any required

supplemental environmental review. The selected Respondent’s Earnest Money Deposit will be deposited by the Port as payment for the initial four month period of Exclusive Negotiations. The period of negotiations may be extended solely at the Port Commission’s discretion for an extension period determined by the Commission. The selected Respondent will pay the Port $10,000 per month for each month of negotiations beyond the initial four month period, payable in advance of any extension period. Approval of Transaction Upon completion of any required environmental review and negotiations by Port staff, the Port Commission may, but is not required to, approve the lease and any related documents. Schedule The schedule for selection is as follows:

Issuance of RFP May 29, 2009 Voluntary pre-submittal conference and site tours July 14, 2009 Review environmental and geotechnical data July 13-17, 2009 Respondents' Submittal deadline September 17, 2009 Selection of Respondent(s) for additional review September 2009

Presentation(s) by selected Respondent(s) October 2009 Port Commission approval of selected Respondent November 2009 Commence lease negotiations November 2009 Port Commission approval of lease Date dependent on required

regulatory approvals Contact for Information Any questions from potential Respondents regarding this Request for Proposals should be submitted in writing to: Brad Benson, Port of San Francisco, Pier 1, San Francisco, CA 94111; email to [email protected]; or to fax number (415) 732-0498. Such written questions will be responded to either orally at a pre-submittal conference or, if received after a pre-submittal conference, in writing with copies to all potential Respondents who register at a pre-submittal conference. Oral inquiries will not be accepted, except at a pre-submittal conference. VIII. WHAT YOU SHOULD SUBMIT The information requested below will be submitted to the Port in five (5) duplicate, double-sided sets, each numbered, with the exception of Financial Capacity materials (Item F below), two (2) copies of which are to be submitted to the Port under separate cover. In accordance with the Sunshine Ordinance (Administrative Code Section 67.24(e)), responses and other communications from interested parties will be open to inspection by the public upon request immediately after a contract is awarded. Proprietary financial information submitted by a person or entity in response to this RFP will not be disclosed until and unless that person or entity is awarded the lease. Submittal Format Information requested must be prepared and submitted in an organized and efficient manner. Information must be double-sided and submitted in the format below. No page limitation is imposed, but brevity is appreciated. The Port prefers submittals on 100% postconsumer recycled content paper. Information requested must be submitted in writing and in pdf electronic format as well. Financial pro formas should be provided in Excel or a similar spreadsheet format. Failure to provide any of the categories of information requested below may result in the Port determining the proposal to be non-responsive. The Port reserves the right to request, in its sole discretion, that a Respondent submit additional clarifying information after the submittal deadline.

A. Experience of Respondent’s Team A.1 Identify the legal entity that would contract with the Port, including any and all joint

venture/limited partners and percentage interests and capital/equity committed to the entity.

A.2 Describe the intended role of each partner in the development of the concrete batching

facility and in day-to-day operations and ongoing property management. A.3 Identify the project manager and key members of Respondent’s team who would

implement this project including their duties, years of experience, names of projects where they have worked and any other relevant information. Resumes may be included. Give the name, telephone number and address for three (3) business references for the project manager and key members. The Port may, but is not obligated to, contact any or all of these references. Respondents may not list any current Port employee as a reference.

A.4 Identify key consultants and their relevant experience, including, but not limited to,

financial, marketing, engineering, and environmental expertise. A.5 Describe local job training and hiring plans, participation by Human Rights Commission-

Certified Small and Local Economically Disadvantaged Business entities in the ownership or partnerships of the Respondent, and subcontracting opportunities for Human Rights Commission-Certified Small and Local Economically Disadvantaged Business entities.

A.6 Identify, describe, and provide photographs of no more than three (3) other similar

concrete batching facilities, including the financial and other types of participation of each member of the Respondent’s team in each facility over time (include location, size, type of operation, project cost, sources of capital, success over time, current management/owner).

A.7 Describe no more than three (3) comparable sites owned, leased or operated by the

Respondent. Describe each site’s use, size, and type of operation, location (address); gross annual revenues received over time; years of operation; ownership interest; and any other relevant information. Provide photographs if available.

B. Concept B.1 Describe the uses and type of operation proposed, such as:

Development and operation of a concrete batching facility; non-exclusive access to and operation of the maritime bulk cargo terminal at Pier 94; shipping, receiving, storage and handling of construction materials required for concrete batching, including delivery by barge, rail and truck; and general administrative purposes related thereto and for no other purpose.

Please provide the number of estimated vessel calls and size of vessels; anticipated employment opportunities from the operation; an overview of a sample environmental, health and safety plan; estimated potential truck and/or rail moves on average; anticipated hours of operation; and details on how the facilities will be used. Respondents must be specific about commodities, including recycled materials, that Respondent proposes to use in its operation.

B.2 Describe the proposed operations plan. What products will be moved, and in what

volumes and proportions? Who are the likely end users of these products? If the City, through its construction contracts, is a likely end user, what products (and in what amounts) would the Operator intend to sell to the City or its contractors? Are there any City engineering specifications that should be changed in order to make the proposed operation more feasible?

B.3 Describe how best and most cost-effectively to transport aggregates from the City’s

Sunol quarry operation, if the SFPUC approves such a supply, from Sunol to Pier 94. What entities would assist in such transport, what are their freight charges, and will they enter into a long-term contract to perform such shipment?

B.4 What environmental performance plans will be employed in the operation of the facility?

What best management practices will be used to minimize dust and other potentially harmful emissions from the operation? What is the emissions profile of proposed plant(s)? Describe the fleet that will serve the facility, including fuel type, emissions control technology and fuel efficiency.

B.5 What is the proposed recycled content of the concrete products to be marketed for either

structural or non-structural applications? Do you plan the use of flyash or slag in the operation?

B.6 What is the maximum intended storage capacity for raw materials, by type? B.7 Describe the management and operational structure of the business, staffing and business

hours. Describe community hiring plans and contracting opportunities that may arise from the operation.

B.8 Describe the business plan for start-up and marketing. B.9 Provide a timeline from exclusive right to negotiate period to beginning of operations. B.10 Please respond to Key Lease Terms and enumerate the terms that you would entertain

negotiating further during exclusive negotiations. C. Conceptual Design for the Operation C.1 Provide a conceptual site plan and a list of equipment to be used at the site.

C.2 Describe the proposed layout and design of the concrete batching facility, including materials handling equipment, throughput capacity, resource-efficient building plans, environmental mitigation features, energy-efficiency of facilities, landscaping and stormwater management plans, and compatibility with the Southern Waterfront area.

D. Financial Capacity and Plan Provide evidence of access to equity capital and financing resources to carry out the proposed project, supported by: D.1 The most recent available credit report and audited financial statements for the past four

years of each principal partner and joint venture participant, including statement of changes in financial position and statements of any parent organizations and any materially relevant subsidiary units, identifying any projects with negative cash flows, amount of developer’s recourse debt, any non-performing loans, and the amount of guarantees and/or contingent liabilities;

D.2 Recent history (last 2-3 years) in obtaining financing commitments, detailing type of

project, financing source, amounts committed, etc.; and D.3 Source of equity and/or subordinate mortgage capital for funding the proposed Project. Explain the following: D.4 How the entity will be capitalized; D.5 Sources of financing for the initial physical improvements to be installed at the Site; and D.6 Sources of working capital to cover operating costs and to adequately maintain operations

at a high level from the start-up period through seasonal variations in revenue production. D.7 Proposed markets and associated tonnages for product produced at the plant. Proposed

cost to produce concrete or asphalt, including amortization of facility construction costs, and proposed sales price for the product.

E. Economic Return to the Port E.1 Provide a Base Rent proposal, with or without a Percentage Rent proposal, and a

percentage annual rent increase, with periodic market rate rent adjustments every five years.

E.2 Provide the projected number of annual vessel calls with the anticipated Dockage fees

accruable to the Port in accordance with the Port’s Tariff Schedule #4, Section 4 located at the Port’s website under link at the following URL: http://pctb.com/posf.pdf

E.3 Provide the projected annual Wharfage fees accruable to the Port based on the anticipated

commodities to be moved through the terminal in accordance with the Port’s Tariff

Schedule #4, Section 2 located at the Port’s website under link at the following URL: http://pctb.com/posf.pdf

F. Financial Viability of the Proposal In an Excel spreadsheet, provide 10-year cash flow projections showing revenue by type, capital and operating expenses, net operating income, debt service and net cash flow. H. Diversity Program The Port Commission is interested in encouraging the participation of Human Rights Commission-Certified Small and Local Economically Disadvantaged Business entities in this RFP opportunity. The selected Respondent will be encouraged to consult with the Human Rights Commission Contract Compliance Officer for the Port, Selormey Dzikunu by calling (415) 274-0511 or e-mailing [email protected] to determine appropriate methods for promoting participation by disadvantaged business entities in the operation of the project. For more information concerning HRC-Certified Firms, all Respondents are encouraged to refer to the San Francisco City and County Human Rights Commission website at: http://www.sfgov.org/site/sfhumanrights_index.asp I. Earnest Money Deposit Provide an Earnest Money Deposit in the amount of Twenty-Five Thousand Dollars ($25,000.00), payable to the "Port of San Francisco" in the form of a cashier’s or certified check. This Deposit will be returned to all Respondents, except the Respondent with whom the Port enters into exclusive negotiations for whom it will be non-refundable. J. Statement of Ability to Comply with City and Other Governmental Requirements

and Agreement to Conditions & Key Lease Terms Provide a “Statement of Ability to Comply with City and Other Governmental Requirements and Agreement to Conditions & Key Lease Terms”, the form of which is attached as Appendix D, signed by an authorized representative of the Respondent. K. Lease Application Complete a Lease Application located on the Port’s website at: www.sfport.com/swl352 L. Disclosure Questionnaire Provide answers to the Disclosure Questionnaire attached as Appendix E, signed by an authorized representative of the Respondent.

Submittal Deadline Submittals must be delivered by hand to the Port of San Francisco, Pier 1, San Francisco CA 94111, no later than 5:00 P.M. PST on September 17, 2009. All responses must be addressed to the attention of Brad Benson, Special Projects Manager, and marked “Request for Proposals: Concrete Batching Facility – Pier 94 / Seawall Lot 352.” IX. OTHER TERMS AND CONDITIONS • Each Respondent acknowledges and agrees that the Port will lease the Site to the lessee

in an “AS IS” condition. It will be the sole responsibility of the Respondent to investigate and determine conditions of the Site, including, but not limited to, existing and planned utility connections, and the suitability of such conditions for the improvements to be constructed by the Operator.

• The information presented in this Request for Proposals and in any report or other

information provided by the Port is provided solely for the convenience of the interested parties. It is the responsibility of interested parties to assure themselves that the information contained in this Request for Proposals or other documents is accurate and complete. The Port or its advisors provide no representations, assurances, or warranties pertaining to the accuracy of such information.

• The issuance of this RFP does not constitute an agreement by the Port that any agreement

will actually be entered into by the Port Commission. The Port expressly reserves the right at any time to:

(a) Waive any defect or informality in any response, proposal, or proposal procedure;

(b) Reject any or all proposals;

(c) Suspend any and all aspects of the process indicated in this RFP;

(d) Amend this RFP or reissue a Request for Proposals;

(e) Request some or all Respondents to revise submittals;

(f) Select an Operator by any other means;

(g) Offer new leasing opportunities in the area at any time;

(h) Extend deadlines for accepting proposals, or accept amendments to proposals after expiration of deadlines; or

(i) Determine that no project will be pursued.

(j) During negotiation, expand or contract the scope of the leasing opportunity, including adding or subtracting areas to or from the Site, or change the concrete batching facility concept from that which was initially proposed in order to respond to new information, community or environmental issues, or opportunities to improve the financial return to the Port from the project or enhance public or maritime amenities.

• The Port reserves the right to reject any or all proposals submitted and to waive any technical defect in a submittal which does not affect or alter the substantive provisions thereof. Failure by the Port to object to an error, omission, or deviation in any proposal will in no way modify this RFP or excuse Respondent from full compliance with the requirements of this RFP or the lease.

• In awarding this opportunity and finalizing any lease, the Port may modify, refine, and

otherwise clarify the permitted uses to reflect the selected proposal, with such changes therein as may be desired by the Port provided that such changes will not change the overall substance of the proposal.

• The Port may modify, clarify and change this RFP by issuing one or more written

addenda. Port shall post such addenda on its website and shall send such addenda by regular first-class United States mail to the address specified by each person that attended the pre-bid conference and any person that request such mailing in writing and provides a mailing address. Notwithstanding this provision, each respondent assumes the risk of submitting its proposal on time and in compliance with all such addenda.

• The Port may or may not grant an exclusive right to negotiate. Such a grant of exclusive

right to negotiate should not be construed as an approval of the proposed uses. The Port will not enter into any lease for the Site that will allow for its use until there has been complete compliance with the California Environmental Quality Act (CEQA). Although all significant environmental effects have already been adequately analyzed under existing environmental documents, actions and activities could be identified through exclusive negotiations that would require additional environmental review. If such additional environmental review is required and the project is found to cause significant adverse impacts that have not already been analyzed and/or have not been mitigated, the Port retains absolute discretion to require additional environmental analysis, and to: (1) modify the project to mitigate significant adverse environmental impacts; (2) select feasible alternatives which avoid significant adverse impacts of the proposed project; or (3) require the implementation of specific measures to mitigate the significant adverse environmental impacts of the project, as identified upon environmental evaluation incompliance with CEQA, (4) reject the project as proposed if the economic and social benefits do not outweigh otherwise unavoidable significant adverse impacts of the project, or (5) approve the project upon a finding that the economic and social benefits of the project outweigh otherwise unavoidable significant adverse impacts.

• The Respondent or Operator will be responsible for obtaining all government approvals

required for the development of the Site, and the Respondent or Operator will pay all permit and processing fees related to the development. Approvals for the project are likely to be required from governmental agencies other than the Port, including, but not limited to, the Board of Supervisors. In issuing this Request for Proposals, the Port makes no representations or warranties about which government approvals will be required, or that the necessary governmental approvals can be obtained which will allow the development of the Site in accordance with the guidelines set forth above. Respondents should understand that the Port is issuing this Request for Proposals in its capacity as a landowner with a proprietary interest in the project and not as a regulatory agency of the City. The Port’s status as an agency of the City will in no way limit the

obligation of the respondent to obtain approvals from City departments, boards or commissions which have jurisdiction over the project.

• The Port will not pay a Finder’s or Broker’s Fee in connection with this Request for

Proposals. Respondents will be solely responsible for the payment of all fees to any real estate brokers(s) with whom such party has contracted.

• In accordance with Section 67.24(e) of the San Francisco Administrative Code, contracts,

contractor’s bids, leases, agreements, responses to RFQs and RFPs and all other records of communications between the Port and persons or firms seeking contracts will be open to inspection immediately after a lease has been executed. Nothing in this provision requires the disclosure of a private person’s or organization’s net worth or other proprietary financial data submitted for qualifications for the lease, until and unless that person or organization is awarded the lease. Except as limited by this paragraph, information described by this paragraph will be made available to the public upon request. Except as limited by this paragraph, the Respondent’s proposal will become the property of the Port and may be used by the Port in any way deemed appropriate.

• In accordance with Section 67.24(e) of the San Francisco Administrative Code,

immediately after any review or evaluation or rating of responses to an RFP has been completed, evaluation forms and score sheets and any other documents used by persons in the RFP evaluation or contractor selection process will be available for public inspection. The names of scorers, graders or evaluators, along with their individual ratings, comments and score sheets or comments on related documents, will be made immediately available after the review or evaluation of an RFP has been completed.

• San Francisco Campaign and Governmental Conduct Code § 1.126 includes the

following prohibition on contributions:

No person who contracts with the City and County of San Francisco, a state agency on whose board an appointee of a City elective officer serves, the San Francisco Unified School District or the San Francisco Community College District,

(1) Shall make any contribution to:

(A) An individual holding a City elective office if the contract must be approved by such individual, the board on which that individual serves or a state agency on whose board an appointee of that individual serves;

(B) A candidate for the office held by such individual; or (C) A committee controlled by such individual or candidate

(2) Whenever the agreement or contract has a total anticipated or actual value of

$50,000.00 or more, or a combination or series of such agreements or contracts approved by that same individual or board have a value of $50,000.00 or more in a fiscal year of the City and County

(3) At any time from the commencement of negotiations for such contract until.

(A) The termination of negotiations for such contract; or (B) Six months have elapsed from the date the contract is approved.

See San Francisco Campaign and Governmental Conduct Code § 1.126 for a complete description of prohibited activities.

• CA Government Code Section 87100 requires any public officials participating in

making decisions to refrain from using their official position to influence a governmental decision in which they know or have reason to know they have a financial interest. Section 87103 defines a financial interest as one that has a material, financial effect on the official or their immediate family as follows: business interest – over $2,000; real property interest – over $2,000; other source of income within 12 months before the decision – over $500; gift or intermediary for donor of gift within 12 months – over $250; business entity in which the official is a director, officer, partner, trustee, employee or holds a position of management. See Government Code Section 87103 for the complex definition.

• The Port accepts no financial responsibility for any costs incurred by a Respondent in

responding to this RFP. X. POLICY OF NONDISCRIMINATION ON THE BASIS OF DISABILITY AND

EQUAL EMPLOYMENT OPPORTUNITY STATEMENT The Port of San Francisco does not discriminate on the basis of disability in employment or in the admission and access to its programs or activities. Wendy Proctor, ADA Coordinator, Port of San Francisco, Pier 1, San Francisco, CA 94111, has been designated to coordinate and carry out the Port’s compliance with the nondiscrimination requirements of Title II of the Americans with Disabilities Act (ADA). Information concerning the provisions of the ADA, and the rights provided thereunder, are available from the ADA Coordinator.

APPENDICES TO

REQUEST FOR PROPOSALS

CITY AND COUNTY OF SAN FRANCISCO

OPTION A: CONCRETE BATCHING FACILITY MARITIME INDUSTRIAL LEASING OPPORTUNITY

PIER 94 / SEAWALL LOT 352

Project Manager: Brad Benson Phone: (415) 274-0498

[email protected]

APPENDIX A

Concrete Market Conditions

The information provided in this appendix is based on interviews with City staff and a review of market conditions contracted by the Port. Respondents are solely responsible for independently evaluating San Francisco market conditions and should not rely on this data for development of their business plan without independent verification. The Port of San Francisco leases property to both of the City’s major concrete suppliers: Bode Sand and Gravel, Inc. and Cemex, Inc. Two Peninsula firms – Central Concrete (US Concrete) located in South San Francisco and Granite Rock located in Redwood City – deliver ready-mix in significant quantity to job sites in San Francisco, as do several firms located in the East Bay. Since 1995, private building construction in San Francisco has averaged $1.6 billion per year, with relatively little fluctuation (except for the mid-1990s). Over the 1995-2006 period, private construction has accounted for nearly two-thirds of building activity in San Francisco, compared to 70% to 75% for the Bay Area counties. Construction activity in public projects in San Francisco has averaged $811 million per year since 1995. The highest total occurred in 2006, when $1.96 billion in public construction occurred; the high total for that year was due to the letting of a $1.4 billion contract for Bay Bridge reconstruction. Major Upcoming Projects Mission Bay Redevelopment Mission Bay is a 303-acre redevelopment area where UCSF’s satellite campus is being built. Biotech tenants began occupying sites at Mission Bay in 2005, and there has been major infusion of venture capital that has sharply spurred development activity. There are currently four commercial projects totaling 1.2 million square feet in development, in addition to over 600,000 square feet already completed. Major future projects include development of the $1.5 billion UCSF Medical Center, completion of 4.5 million square feet of office and laboratory space, continued development of the 2.65 million square foot UCSF research campus, and development of a series of residential projects south of Mission Creek that will total 3,000 units, in addition to the 3,000 residential units in Mission Bay North, of which 2,175 have already been completed. Total construction value in Mission Bay is expected to be in the range of $5 billion. Treasure Island This former naval base, which ceased operations in 1997, consists of approximately 365 acres on Treasure Island and 90 acres on Yerba Buena Island—both offering a prime location in the heart of the San Francisco Bay with stunning views of San Francisco’s skyline. The development plans for Treasure Island include 6,000 new residential units (30% of which will be offered at below-market rates) three hotels, a 400-slip marina, restaurants, retail and entertainment venues—plus nearly 300 acres of parks and open space. The development is clustered around a new ferry terminal and is

designed to prioritize walking, biking and public transit. Total construction cost could be in the range of $4 billion. Hunters Point Redevelopment Together, these sites comprise over 700 acres of waterfront land along San Francisco’s southeastern shores. The development project is designed to provide over 10,000 residential units—a significant portion of which will be offered at below-market rates—over 400 acres of new waterfront parks, including a new “Crissy Field of the South”, approximately 700,000 square feet of destination retail and entertainment space and over 2 million square feet of commercial space oriented around a “green” science and technology campus, targeting emerging technologies. The project is also being designed to accommodate a world-class football stadium for the San Francisco 49ers. The construction value could be about $5 billion or more. Seawall Lot 337 Development The Port is conducting a competitive solicitation to select a developer to develop this 16 acre site in the heart of Mission Bay. The development program is unknown at this stage of the process, but the Port expects a program that could cost $1 billion. Pier 70 Development The Port is conducting a master planning process for development of Pier 70, a 65 acre site just south of Mission Bay. Pier 70 contains a collection of more than 40 historic structures eligible for listing on the National Register of Historic Places. The current draft master plan calls for 3 million square feet of commercial development and could involve a development program of $2 billion. Public Works Projects The City and County of San Francisco has adopted a 10-Year Capital Plan (“Capital Plan”) enumerating funded (and unfunded) capital projects of City departments scheduled for development in the next ten years, representing the bulk of public works projects contemplated by the City during the next decade. Copies of the plan can be found at: http://www.sfgov.org/site/cpp_index.asp?id=39210 Major public works projects likely to start construction in the City in the next decade include:

• San Francisco General Hospital = $890 million • Hall of Justice = $800 million • Doyle Drive = $766 million • Wastewater Facilities = $3.034 billion

Odor Control - $15.2 million Treatment Facilities - $2.206 billion Pump Stations - $14.7 million Sewer System - $798 million

• Transbay Terminal = $3.4 billion • Chinatown Subway = $1.3 billion

APPENDIX B

City’s Sunol Quarry Operation

The City and County of San Francisco owns a quarry located at 6527 Calaveras Road, Sunol, CA 94586, close to the junctions of Route 84 and Interstate 680. Also known as Surface Mining Permit 30, the quarry sits on 315 acres and is currently mined by Cemex. The City, through the San Francisco Public Utilities Commission, is currently negotiating a lease with Oliver de Silva, Inc. which contemplates seeking permits to expand mining deeper than the 140 feet currently permitted, and to also include 58 additional acres neighboring the current site. Current negotiations contemplate the following potential provision in the quarry lease, subject to the approval of the parties:

“From time to time during the Term of this Lease, at City’s request, Tenant shall make available to City construction contractors Products, including sand, road base, drain rock and other mined materials or products, from Tenant’s mining on the Premises to the extent such Products are available and Tenant has not previously committed such aggregate to another customer. Such materials shall be purchased by such contractors for cash in the amount of the rate then being charged by Tenant for such Product(s). If Tenant charges different rates to different customers, City or City's construction contractors shall be charged the comparable rate that Tenant charges to its most valued customers within the last twelve (12) months. Upon City’s request, Tenant shall notify City of the availability of the requested Product(s) and the price of the Product(s). Upon City’s written agreement as to the price, Tenant shall deliver the Product(s) F.O.B. at the Premises.”

APPENDIX C

Recent California Environmental Quality Act (CEQA) Review of Seawall Lot 352

Mitigation Measures Required Pursuant to the FSEIR Recent CEQA Review of Seawall Lot 352 On February 15, 2001, the City Planning Department (“City Planning”) completed the FSEIR which includes analysis of several potential maritime and industrial activities on Port property. Pursuant to Chapter IX, Appendix A (Assumptions for Production of Construction Aggregates) of the FSEIR, certain assumptions and projections were made regarding the annual production of concrete and asphalt, which place a limit on total production of concrete and asphalt on Port facilities studied under the FSEIR (Chapter IX, Appendix A, Table A-2). The existing and short term future 2003 production limit for concrete is 650,000 cubic yards. This is projected to increase to 850,000 cubic yards of concrete by 2015. The 2003 production limit for asphalt is 400,000 cubic yards increasing to 550,000 in 2015. The Operator, collectively with the other concrete operators, will be required as a condition of the lease to submit monthly reports to Port of audited production levels. The monthly reports will be monitored by Port to ensure that the cumulative total of concrete and/or asphalt produced does not exceed the aggregate based construction material production assumption in the FSEIR. The monthly reporting will enable Port and affected tenants to know in advance any potential for exceeding the production level limit, and thus allow measures to be taken to ensure such overage does not occur. On June 20, 2001, City Planning issued an addendum to the FSEIR analyzing a concrete batching project for the Site (“Addendum”) and finding that no significant impacts resulting from the revised project, which is posted on the Port’s website at the following address: www.sfport.com/swl352 Pursuant to the Addendum, it was acknowledged that a degree of flexibility was necessary regarding the exchange of asphalt production limits for concrete production limits should the need arise for a specific project. In June 2007, the City Planning Department published a Draft EIR for the Eastern Neighborhoods Rezoning and Area Plans, which analyzed potential zoning and development changes in specified districts north of Islais Creek. The use proposal of a selected Respondent to this RFP will be subject to CEQA review. The City Planning Department may consider information in these EIR documents and/or require additional analysis to be completed as a prerequisite to Port Commission approval of any lease of the Site.

If further environmental review is required, as determined by the City's Planning Department, the Operator, at its sole cost and expense, will be responsible for retaining any environmental consultant needed to complete the CEQA review. The Operator will be required to implement, monitor and report on implementation of the mitigation measures to resolve environmental impacts adapted from the Port’s Southern Waterfront Supplemental EIR (see attached) and any other mitigation materials developed in pursuant to the additional environmental review discussed above. To review the Port’s FSEIR, please contact Carol Bach, Port Environmental and Regulatory Affairs Manager, Planning & Development Division at (415) 274-0568 or by e-mailing [email protected] .

Facility Mitigation Measures Adapted from the Port’s Southern Waterfront FSEIR

Air Quality

• Provide documentation that all equipment to be used during site operations is permitted by the Bay Area Air Quality Management District (BAQMD) and/or other regulatory agencies as applicable.

• Water all unpaved roads and work areas subject to significant vehicular or equipment traffic at least twice daily or as-needed to prevent visible emissions from the roads or active work areas. Apply water spray to conveyor transfer points.

• Minimize the distance that material drops from conveyors or loading equipment during stocking, loading or other transfer operations.

• Water or apply soil binder to exposed stockpiles as-needed to prevent visible emissions. Water used for dust control may be treated with a Port-approved biodegradable, non-toxic dust suppressant.

• If high winds or other conditions render watering for dust suppression ineffective (resulting in particulate emissions that exceed the regulatory standard for opacity or result in deposition of particulates on surfaces outside the site boundary), the work will cease until dust can be controlled.

• Limit vehicle or equipment speed to 10 miles per hour. • Sweep paved access roads, using a wet sweeper, at least daily if any visible soil or dust is

tracked onto adjacent paved roads. • Cover and maintain at least six inches of freeboard between the top of the load and the top of

the trailer on all trucks hauling products or any other loose material. • Maintain and operate terminal equipment so as to minimize particulates from exhaust

emissions. During operations, vehicles and equipment will be running only when necessary and will not be permitted to idle for more than 5 minutes. Equipment should be kept in good condition and well-tuned to minimize exhaust emissions.

• Prevent the accumulation of toxic concentrations of chemicals. • Prevent harmful or obnoxious dispersal of pollutants into the atmosphere.

In addition to the mitigation measures listed above, the Operator’s operations plan should include any other dust control measures that will be implemented at the Site to achieve a goal of “no visible dust emissions” and ensure that dust is not generated at levels that cause dust particles to fall out on adjacent property or which violate BAAQMD standards for visible dust (BAAQMD Regulation 6-305, Particulate Matter and Visible Emissions, http://baaqmd.gov/regs/rg0600.pdf). Additional measures may include enclosures, dust and wind screens, or other engineering controls or operational practices proposed by the Operator. Water Quality

• Operator will apply for coverage under the Statewide Industrial Storm Water Permit, and develop and implement a storm water pollution prevention program as required by that Permit, including, but not limited to, measures for erosion control, waste handling and disposal, prevention of release of fuel or hazardous materials during operations, and prevention of

contamination of stormwater runoff from the site. The Storm Water Pollution Prevention Plan will be subject to Port review and approval.

• Vehicle and equipment cleaning and maintenance will not be permitted on-site. • Hazardous materials storage will not be permitted on-site without prior notification and

approval. • Upon completion of work and demobilization from the site, Operator will apply soil stabilizing

binder over all unpaved, un-vegetated areas to prevent erosion or dust generation. The soil stabilizer to be used will be proposed by Operator for review and approval by Port.

APPENDIX D

Statement of Agreement with Key Lease Terms and Ability to Comply with City and Other Governmental Requirements

&

Key Lease Terms

Statement of Agreement with Key Lease Terms and Ability to Comply with City and Other Governmental Requirements

Name of Respondent: The undersigned is a respondent to the Request for Proposals (“RFP”) for the Concrete and/or Asphalt Batching Facility Maritime Industrial Leasing Opportunity at Pier 94 / Seawall Lot 352. 1) Name Title Entity Signature Date 2) Name Title Entity Signature Date 3) Name Title Entity Signature Date Complete, sign and date this form, tear out and submit with qualifications. Please initial to indicate that you have read and agree to the following for the exclusive negotiation period and any extensions thereof: I agree to the Key Lease Terms set forth in this Appendix D (see next page). I have reviewed, understand, and am willing and able to comply with all the

City Administrative, Planning, Environment, Port Code and related requirements as they apply to this Concrete and/or Asphalt Batching Facility Maritime Industrial Leasing Opportunity.

Key Lease Terms Use Development and operation of a concrete batching facility; non-exclusive access to and operation of the maritime bulk cargo terminal at Pier 94; shipping, receiving, storage and handling of construction materials required for concrete batching, including delivery by barge, rail and truck; and general administrative purposes related thereto and for no other purpose. Note: After selection and prior to lease execution, the Operator must submit an Operations Plan which will govern permitted uses, subject to Port approval, including a detailed description of its maritime cargo handling activities and equipment, materials acceptance and segregation protocols, air quality, odor and dust control measures, water quality and storm water pollution prevention measures, noise control measures, hazardous materials and waste management, and other best management practices (see Appendix C). The Port may impose Best Management Practices for load checking, dust control, storage of material and stormwater management from sources published by the State of California or its agencies. Premises As shown on Figure 1 (page 2), the portion of the Site available for use by the Operator consists of approximately 204,688 square feet of land and preferential use of a berth located at Pier 94 in the Southern Waterfront. The Site is partially improved to accommodate the development of a concrete and/or asphalt batching plant. The current improvements include site grading and partial installation of utilities. To review copies of permits for the existing improvements, please contact John Aires, the Port’s Senior Building Inspector, Engineering Division, by phone at (415) 274-0564 or e-mail at [email protected] The Operator will be responsible for all utility service required for its operations. Note: subject to negotiation during the period of Exclusive Negotiations, the Port will require installation of a natural-based stormwater management system of swales surrounding the Site and a program to maintain these swales, consistent with the Operator’s stormwater pollution prevention plan. “AS-IS” Condition The lease will require the Operator to accept the Site, and any future premises negotiated by the parties, in its existing state and condition, “AS IS”, with all faults. Neither the Port, nor any of its agents, contractors or employees, make any representation or warranty, express or implied, of any kind, with respect to the condition of the Site, the suitability or fitness of the Site or any appurtenances thereto for the use or operation of a concrete and/or asphalt batching facility, the compliance of the Site with any laws, any matter affecting the use, value, occupancy or enjoyment of the Site, the accuracy of any reports or other information the Port may disclose pertaining to the condition of the Site, or with respect to any other matter pertaining to the Site. In submitting a response to this RFP, entering into Exclusive Negotiations, or entering into a lease with the Port for the Site, all Respondents will be deemed to waive any right to recover from, and forever release, acquit and discharge, the Port, the City, and their Agents of and from any and all losses, whether direct or indirect, known or unknown, foreseen or unforeseen, connected in any way with (i) the physical, geotechnical or environmental

condition of the Site, including, without limitation, the condition of the substructure or the presence of any hazardous materials in, on, under, above or about the Site (including, but not limited to, soils and groundwater conditions), and (ii) any laws applicable thereto, including without limitation, hazardous materials laws. Rent A minimum base monthly rental rate per square foot with annual increases governing the period of batching operations after the batch plant is constructed, and periodic market rent resets (“Operation Period Rent”). The Port’s 2008-09 minimum monthly rate schedule calls for a minimum initial lease rental rate of $0.28-$0.32 for the Site. Possible participation rent, typically expressed as a percentage of gross receipts, subject to negotiation between the parties. Port wharfage and dockage fees set by the Port of San Francisco Tariff #4 and its future updates and revisions. Notes: After selecting a Respondent for negotiations, the Port envisions negotiating an Operation Period Rent based on comparable rents and/or a rate of return to the Port based on underlying land value. Specific locational advantages provided by this lease opportunity, such as proximity to market (or source) for shipped materials that add value for a proposed business opportunity may result in a higher base rent. Due to the longer term contemplated by this leasing opportunity, the Port will require periodic resets to market rent based on a ground lease rate of return, market rent comparables, or both. These market resets typically occur every five years, and will be timed to match the market rent reset of surrounding tenants in similar businesses. Proposals should include an expected duration for permitting and construction activities (“Construction Period”). Terms governing the Construction Period will be negotiated by the Port and the successful Respondent. The Port will also entertain proposals for rent credits to offset the incremental costs incurred by the Operator associated with the implementation of emission reduction measures (Southern Waterfront SEIR Mitigation Measure C.3). Southern Waterfront Beautification Policy The Port Commission adopted a "Policy for Southern Waterfront Community Benefits and Beautification" on November 13, 2007, which identifies beautification and related projects in the Southern Waterfront (from Mariposa Street in the north to India Basin) that require funding. Under this Policy, Tenant will be required to provide community benefits and beautification measures in consideration for the use of the Premises. Examples of desired benefits include: (i) beautification, greening and maintenance of any outer edges of and entrances to the premises; (ii) creation and implementation of a community outreach and good neighbor policy to guide the Tenant’s interaction with the Port, neighbors, visitors and users; (iii) use or support of job training and placement organizations serving southeast san francisco; (iv) commitment to engage in operational practices that are sensitive to the environment and the neighboring community by reducing engine emissions consistent with the City’s clean air program, and use of machines at the premises that are low-emission diesel equipment and utilize biodiesel or other reduced particulate emission fuels; (v) commitment to use low impact design and other “green” strategies when installing or replacing stormwater infrastructure; (vi) employment at the premises of a large percentage of managers and other staff who live in the local neighborhood or community; (vii) use of truckers that are certified by the San

Francisco Human Rights Commission as “local business enterprises” under the City’s local business enterprise and non-discrimination ordinance; and (viii) use of businesses that are located within the Potrero Hill and Bayview Hunters Point Neighborhoods. Term 10 years, with additional five year option periods if capital improvements to the property warrant a longer amortization period. Sale/Transfer/Refinancing The Port expects to participate in the proceeds that the Operator receives from the sale, transfer or refinancing of the leasehold. Maintenance/Repairs/Security During the term of the lease, the Operator will be responsible for all improvements, maintenance, repairs and operating expenses associated with the Site, including any non-exclusive areas such as access roads, utilities, general buffer areas, and any fendering and mooring improvements. Port will have no maintenance obligations with respect to the Site. The Operator will be responsible to secure the site from illegal dumping activity and to clean up the same. Possessory Interest and Other Taxes The Operator will be required to pay possessory interest taxes on the assessed value of the leasehold interest. Respondents may contact the City Assessor’s office for more information on how this tax will be calculated. The Operator also will be required to pay other applicable City taxes, including sales and payroll taxes. Security Deposit A security deposit will be required in an amount equal to no less than two month’s Base Rent in the form of cash. Insurance and Bond Requirements Throughout the term of the lease, the Operator will be required to maintain insurance typical for the approved project in amounts and with limits determined appropriate by the Port, the City’s Risk Manager, and with carriers acceptable to the Port. Insurance will include, but is not limited to: comprehensive general liability; workers’ compensation; property insurance on the Premises, including business interruption; automobile liability; personal property; protection & indemnity or watercraft liability; builder’s risk; pollution legal liability; a policy endorsement in a form acceptable to Port; and any other insurance required by law. The Port and City must be named as additional insureds. Depending on the financial capacity of the entity entering into the lease with the Port, the Port may also require a guaranty from the Operator’s parent company or other security guaranteeing the successful completion of the concrete and/or asphalt batching plant project.

Environmental Deposits The lease will require two forms of financial assurance designed to protect the Port from liability arising out of the operation of a concrete batching facility: A Letter of Credit (Environmental Performance Deposit) in a form approved by the Port and in an amount sufficient to compensate the Port for any damage it might incur as a result of the tenant’s failure to perform its obligations. A $10,000 Environmental Oversight Deposit which may be used by the Port if the Operator receives a Notice of Violation or regulatory order and such notice of violation cannot be cured or Operator cannot comply with such regulatory order within 14 calendar days after delivery of such notice, and the Operator is not actively working to cure such notice of violation or comply with such regulatory order. Port may use, apply, or retain the Environmental Oversight Deposit in whole or in part to reimburse Port for administrative costs and expenses incurred while inspecting the premises and enforcing Operator's obligations under the lease. Hazardous Materials During the “due diligence” period, the Respondents may conduct environmental and geotechnical site assessments of the Site. The Port will make existing information about physical and environmental conditions available to Respondents. Assignment/Sublease The Port will have the right to approve any assignment, sublease or transfer of the lease, subject to any participation provisions, as described above under the heading “Sale/Transfer/Refinancing”. Form of Lease The successful Respondent will be required to enter into a lease to be negotiated by the Port and Respondent during the period of exclusive negotiations. The lease will be consistent with the Port’s standard leasing provisions of comparable projects (“Form of Lease”). The Port reserves the right to modify the Form of Lease to: a) reflect the business terms negotiated between the successful Respondent and the Port; b) incorporate any City requirements adopted after the drafting of the Form of Lease; and c) incorporate any other provisions desired by the Port Commission or negotiated by the parties. The current standard Form of Lease (subject to modification by the Port Commission) is available for viewing by accessing the RFQ/RFP link under the Port Commission tab on the Port’s website (www.sfport.com). City Requirements The lease will require the Operator to comply with all City requirements applicable to the Operator in effect at the time the lease is executed. The list below is for informational purposes only and is not meant to be comprehensive. The full text of all City ordinances may be accessed through the Municipal Code link from the City's website (www.sfgov.org), or by connecting to the following URL:

http://www.municode.com/Resources/ClientCode_List.asp?cn=San%20Francisco&sid=5&cid=4201

(a) Tobacco Product Advertising Prohibition (Admin. Code § 4.20) (b) Non-Discrimination in Contracts and Property Contracts (Admin. Code Chapters 12B and 12C) (c) Implementing the MacBride Principles - Northern Ireland (Admin. Code Chapter 12F) (d) City Business with Burma Prohibited (Admin. Code Section 12J) (e) Health Care Accountability Ordinance (Admin. Code Chapter 12Q) (f) Card Check Ordinance (Admin. Code §§ 23.50-23.56) (g) First Source Hiring Ordinance (Admin. Code Chapter 83) (h) Integrated Pest Management Program (Env. Code Chapter 3) (i) Food Service Waste Reduction Ordinance (Env. Code Chapter 6) (j) Resource-Efficient City Building Ordinance (Env. Code Chapter 7) (k) Tropical Hardwood and Virgin Redwood Ban (Env. Code Chapter 8) (l) Transportation of Aggregate Materials (Env. Code Chapter 10) (m) Arsenic-Treated Wood (Env. Code Chapter 13) (n) Demolition and Construction Debris Recover Ordinance (Env. Code Chapter 14) (o) Contributions Limits – Contractors Doing Business with the City (Campaign & Gov. Conduct

Code § 1.126) The Port Commission encourages the participation of disadvantaged business entities in this RFP opportunity. The Operator will be encouraged to consult with the Human Rights Commission to determine appropriate methods for promoting participation by disadvantaged business entities in the Scope of Work. The City maintains a list of certified Local Business Enterprises at: http://www.sfgov.org/site/uploadedfiles/sfhumanrights/directory/vlist_1.htm Depending on the use proposed for the Site, Trucking and Hauling, and Security Guard Services are categories of services that may provide opportunities for certified LBE participation. The Port will also require the Operator to pay prevailing wages in the construction of the facility improvements in accordance with prevailing wage and labor standards adopted by the San Francisco Board of Supervisors pursuant to San Francisco Administrative Code Section 6.37. Diesel Fuel Measures The Operator must minimize exhaust emissions from operating equipment and trucks at the Site. At a minimum, the Operator will maintain vehicles and equipment in good condition and well-tuned to minimize emissions, ensure that vehicles and equipment run only when necessary, and prohibit running engines when vehicles and equipment are not in use or when queuing. The Operator must also make good faith efforts to use low-emission diesel fuel, biodiesel or alternative low-emission fuels for all petroleum hydrocarbon-powered equipment used on the Site, and to explore new technologies for reducing diesel particulate matter, such as catalytic particulate traps. “Good faith efforts” will include identifying sources of viable alternative low-emission fuels, retrofitting or purchasing new or late-model equipment to utilize such fuels to the extent reasonably feasible, and using such fuels to the extent reasonably practicable. In addition, Operator will encourage independent truckers contracting with Operator for movement of materials to and from the Site to also utilize low-emission fuels if possible, including, if reasonably feasible, providing such truckers with economic incentives to retrofit equipment or take such other measures as may be necessary to use such fuels.

As part of its lease negotiations, the Port may require certain emissions control or alternative fuel measures for dedicated fleets of vehicles operating from Port property. Local Truckers As a material consideration for Port’s agreement to enter into the lease, Operator agrees that, for all trucking opportunities associated with Operator’s operations at the Site, including, without limitation, hauling of materials on and off the Site, Operator will make good faith efforts to first use local truckers, defined pursuant to the San Francisco Administrative Code Section 14B. Small, Micro, Local Business Enterprise Contracting Program (“Local Truckers”).

APPENDIX E

DISCLOSURE QUESTIONNAIRE Instructions: Please respond completely to each question listed below using space provided. Use a separate sheet of paper, if necessary. Please state “No” or “None” when appropriate. Do not leave a question blank or state “N/A”. If the Respondent is an individual or single entity (sole proprietor, LLC, LLP, corporation, etc.), then the information relative to that individual or single entity should be disclosed. If the Respondent is a group (joint venture, association, partnership, etc.), then information relative to each member of the group or entities that comprise the joint venture should be disclosed. For each question, the term “Respondent” shall include the president, vice-president and chief financial officer of the entity.

1. Describe any regulatory action, including any notice of violation, order or fine, taken by a regulatory agency, including, but not limited to, any local, regional, state or federal agency with purview over air or water quality (including stormwater management), or the handling, storage or disposal of hazardous or solid waste, against the Respondent or its parents or affiliates within the past five years. Describe actions taken by the Respondent in response to each notice or action, and whether such actions were taken within the initial notice period and, if not, why not.

Answer:

2. Are there any prior or pending legal proceedings, actions, convictions or judgments that have been filed against Respondent or its wholly-owned subsidiaries, or any prior or pending arbitrations or mediations? If so, provide the dates the complaints or proceedings were filed and the present status of the litigation and/or proceedings or the status of the arbitrations or mediations.

Answer:

3. Are there any prior or pending administrative complaints/hearings (including any debarments or suspensions of or other administrative determinations by any federal, state or local government) against or relating to Respondent, or any of Respondent’s affiliated corporations or partnerships in which the Respondent is a general partner, or other affiliated business entity. If so, please describe the circumstances including dates, agency or body conducting the investigation or inquiry and the current status.

Answer:

4. Has the Respondent or any of its wholly-owned subsidiaries ever filed for bankruptcy? If so, please include dates and jurisdiction of filing, the reason, and current status.

Answer:

5. Describe any business, property, investments or other financial relationships Respondent, its principals or affiliated corporations or partnerships in which Respondent is a general partner with any member of the Port Commission or the Board of Supervisors (or members of their immediate families), or gifts or loans made to such Port Commission or Board of Supervisors member, which are financial interests as defined by Section 897103 of the Fair Political Practices Act.3

Answer:

6. Does the Respondent have any adverse unpaid money judgments more than 3 months outstanding? If so, please describe.

Answer:

7. Has the Respondent been a party to an agreement that was terminated for cause (e.g., breach)? If yes, please identify the public agency, state the nature of the agreement, the date of termination, and the specific reasons for the termination.

Answer: Respondent(s) hereby certify under penalty of perjury under the laws of the State of California that all information provided in the Disclosure Questionnaire is true and correct. Date: Signed: Name: Title:

3 In summary, CA Government Code Section 87100 requires any public officials participating in making decisions to refrain from using their official position to influence a governmental decision in which they know or have reason to know they have a financial interest. Section 87103 defines a financial interest as one that has a material, financial effect on the official or their immediate family as follows: business interest – over $2,000; real property interest – over $2,000; other source of income within 12 months before the decision – over $500; gift or intermediary for donor of gift within 12 months – over $250; business entity in which the official is a director, officer, partner, trustee, employee or holds a position of management. See Government Code Section 87103 for the complex definition.

request for proposals batching lease opportunity pier 94 ... · accommodate a concrete batching...

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