City of Seattle
REQUEST FOR PROPOSALS
Consultant Contract
Contract FAS-2015-001
Project Title: Real Estate Strategy for Pacific Place Garage
Procurement Schedule
Table 1: Procurement Schedule
Schedule of Events / Date/TimeSolicitation Release / 1/6/2015
Optional Pacific Place Garage Site Visit
(meet at the concourse doors adjacent to valet station closest to the cashiers) / 1/12/2015 –
11a.m. to Noon
Optional Pre-Submittal Conference
Seattle Municipal Tower Room 1610 (16th floor) / 1/13/2015
10:30 a.m. to 12:00 p.m.
Deadline for Questions / 1/16/2015 5:00 p.m.
Response Deadline / 1/30/2015 4:00 p.m.
Interviews / 2/10/2015
Announcement of Successful Proposer(s) / 2/13/2015
Anticipated Negotiation Schedule / 2/16/2015 – 2/26/2015
Contract Execution / 2/27/2015
The City reserves the right to modify this.
Changes will be posted on the City website or as otherwise stated.
Procurement Contact
Project Manager: Robert C. Farrell, , (206) 684-7154
Table 2: Delivery Address
It is important to use the correct address for the delivery method you chose.
Fed Ex & Hand Delivery - Physical Address / US Post Office - Mailing AddressReal Estate Services
Facility Operations Division
Finance and Administrative Services Department
700 Fifth Avenue, Floor 52
Seattle, Washington, 98124-4689 / Real Estate Services
Facility Operations Division
Finance and Administrative Services Department
P O Box 94689
Seattle, Washington, 98124-4689
Address for Delivery of Electronic Copy
Unless authorized by the Project Manager, no other City official or employee may speak for the City regarding this solicitation until award is complete. Any Proposer contacting other City officials or employees does so at Proposer’s own risk. The City is not bound by such information.
Table of Contents
1. Purpose and Background. 3
2. Period of Performance. 4
3. Solicitation Objectives. 4
4. Minimum Qualifications. 4
5. Scope of Work. 4
6. Contract Modifications. 6
7. Instructions, Procedures and Requirements. 6
8. Response Format. 15
9. Selection Process. 19
10. Award and Contract Execution 20
1. Purpose and Background.
The City owns a fee simple interest in one of two commercial condominium units in the Pacific Place Condominium situated at Fifth Avenue and Pine Street in the heart of Seattle’s downtown retail core. The City’s condominium unit consists of approximately 1,200 parking stalls (hereinafter, the “Garage”). The other condominium unit is Pacific Place, a 325,000 square foot, five-level retail restaurant, shopping center and entertainment destination (hereinafter, the “Retail Unit”). Both the Garage and Retail Unit were developed in conjunction with the redevelopment of what was formerly known as the Frederick & Nelson building (currently the location of the downtown Nordstrom). The Garage is the primary source of parking for the Retail Unit and Nordstrom.
The City purchased the Garage in 1998 pursuant to an umbrella agreement with the developer of Pacific Place. Among other things, the umbrella agreement sets forth a series of contractual rights which govern certain transfers of the Garage. Throughout a ten-year transfer period which commences in late 2018, the City has the right, but not the duty (i.e., a put option), to sell the Garage to the owner of the Retail Unit, at a price established by a formula set forth in the umbrella agreement. Throughout the same ten-year transfer period, the owner of the Retail Unit has the right, but not the duty (i.e., a call option) to purchase the Garage from the City, again at a price established by a formula set forth in the umbrella agreement. Beginning in late 2028, the owner of the Retail Unit has a modified right of first refusal with respect to third-party offers to purchase the Garage. The modified right of first refusal runs through the remaining term of the umbrella agreement, a term which expires in late 2038 absent prescribed renewals.
The Garage’s operation is governed by a parking agreement by and amongst the City, the ownership group of the Retail Unit and Nordstrom (see Exhibit A - Umbrella Agreement). The agreement addresses the mix of parking (i.e., short-term, long-term, valet), enumerates the qualifications required of operators of both term parking (i.e., short-term and long-term) and valet parking and allocates responsibilities for the Garage’s maintenance and operation. It also limits the rates charged for short-term parking when the utilization of Garage is below its daytime full capacity.
The Garage is also subject to parking covenants. However, given that the parking covenants generally govern the Garage’s development and its subsequent alteration, such covenants are considered to have little impact on the Garage’s operating economics (see Exhibit B - Parking Agreement).
The umbrella agreement, parking agreement and parking covenants are co-terminus. A copy of each such document is attached.
Purpose:
The Department of Finance and Administrative Services (“FAS”) is soliciting proposals from licensed brokerage firms for brokerage and advisory services associated with the possible sale of the Garage.
Process:
Interested real estate brokers/brokerage firms are invited to submit a proposal as defined in this Request for Proposal (“RFP”). Proposers are encouraged to visit the Garage and attend an optional informational meeting before submitting a proposal. Dates for these events can be found on page 1 of this RFP. FAS will review the submitted proposals and may invite the highest ranked proposers for an interview.
2. Performance Schedule.
FAS anticipates that the initial contract term will be two years, possibly subject to renewal or extension if the sale of the Garage does not close within the initial contract term.
3. Solicitation Objectives.
The City expects to achieve the following outcomes through this consultant solicitation:
· Obtain professional real estate brokerage services, which in turn will:
o Provide general real estate advice to FAS as to the current climate for the sale of a unique asset such as the Garage, including range of value;
o generate a marketing plan for the sale of the Garage.
Provided that the Seattle City Council ultimately approves a recommendation by FAS to sell the Garage, the brokerage firm will be called upon to implement the marketing plan, secure and evaluate offers, conduct negotiations and represent the City’s interests through the closing of the sale.
4. Minimum Qualifications.
· Consultant must be a real estate firm (as defined in RCW 18.85.011(17)) conducting real estate brokerage services in this state and licensed as such. Real estate brokerage services performed pursuant to this RFP must be performed by a real estate broker or brokers (“Broker” or “Brokers”), where each such Broker is licensed in the state of Washington pursuant to RCW Chapter 18.85.
· All Brokers must have a minimum of five continuous years as a licensed real estate broker, and must be in good standing with the Washington State Department of Licensing.
The City requires that minimum qualifications must be met. Proposals from firms not meeting the qualifications will not be evaluated. The City will be the sole determiner of broker qualifications.
5. Scope of Work.
The general scope of work of this contract is to provide real estate brokerage services, as defined in the Revised Code of Washington, section RCW 18.85.011.
The scope of work and brokerage services specific to the Garage include the following:
· Provide general real estate advice to FAS as to the current climate for the sale of a unique asset such as the Garage. Implicit in providing such advice is the development of a thorough understanding of the relevant provisions of both the umbrella agreement and the parking agreement.
· Ascertain the likely value of the Garage. Taking into account a variety of factors, including the constraints imposed by the umbrella agreement and the parking agreement, the Garage’s historical operating results, projected future operating results, valuations of comparable assets and the financing climate, prepare a broker’s opinion of value as to the likely value of the Garage.
· Prepare a written marketing plan for the sale of the Garage.
· Implement the written marketing plan. Such implementation should include the preparation of suitable marketing materials, and the exposure of the Garage to as wide a market as possible by listing the Garage on customary multiple listing services and real estate industry sites.
· Provide timely and informative responses to requests for information from interested parties.
· Show the Garage to interested parties.
· Secure, evaluate, and present to FAS suitable offers for the Garage, and when required, negotiate on the City’s behalf the terms of conditions of counter-offers.
· Assist FAS in preparing materials for City Council authorization to sell Garage.
· Otherwise act as the owner’s representative through the close of the sale of the Garage.
2
Pacific Place Garage 2015 RFP - Final.docx
6. Contract Modifications.
The City consultant contract is attached (see Exhibit C – Proposed Form of Consultant Agreement).
The City has attached its boilerplate contract terms so Proposers can be familiar with the boilerplate and the non-negotiable terms before submitting a proposal. Any questions about the City’s boilerplate should be made in advance of submittal.
If a Consultant seeks to modify the Contract, the Consultant must request that within their Proposal response as taking an “Exception”. The Consultant must provide a revised version that shows their proposed alternative contract language. The City is not obligated to accept such proposed changes. If you request Exceptions that materially change the character of the contract, the City may reject the Consultant’s Proposal as non-responsive. The City cannot modify provisions mandated by Federal, State or City law: Equal Benefits, Audit (Review of Vendor Records), WMBE, Confidentiality, and Debarment, or mutual indemnification. Such exceptions would be summarily disregarded.
Although the City may open discussions with the highest ranked apparent successful Proposer to align the proposal or contract to best meet City needs, this does not ensure negotiation of modifications proposed by the consultant through the exception process above.
7. Procedures and Requirements.
This section details City instructions and requirements for your submittal. The City reserves the right in its sole discretion to reject any Consultant response that fails to comply with the instructions.
7.1 Registration into City Registration System.
If you have not previously done so, register at: http://www.seattle.gov/contracting/registration.htm . The City expects all firms to register. Women- and minority- owned firms are asked to self-identify. For assistance, call 206-684-0444.
7.2 Pre-Submittal Conference
The City offers an optional pre-submittal conference at the time, date and location on page 1. Proposers are highly encouraged to attend but not required to attend to be eligible to propose. The meeting answers questions about the solicitation and clarify issues. This also allows Proposers to raise concerns. Failure to raise concerns over any issues at this opportunity will be a consideration in any protest filed regarding such items known as of this pre-proposal conference.
7.3 Questions.
Proposers may submit written questions to the Project Manager until the deadline stated on page 1. The City prefers questions be through e-mail to the City Project Manager. Failure to request clarification of any inadequacy, omission, or conflict will not relieve the Consultant of responsibilities under in any subsequent contract. It is the responsibility of the interested Consultant to assure they receive responses to questions if any are issued.
7.4 Changes to the RFP/RFQ.
The City may make changes to this RFP/RFQ if, in the sole judgment of the City, the change will not compromise the City’s objectives in this solicitation. Any change to this RFP/RFQ will be made by formal written addendum issued by the City’s Project Manager and shall become part of this RFP/RFQ.
7.5 Receiving Addenda and/or Question and Answers.
It is the obligation and responsibility of the Consultant to learn of addenda, responses, or notices issued by the City. Some third-party services independently post City of Seattle solicitations on their websites. The City does not guarantee that such services have accurately provided all the information published by the City.
All submittals sent to the City may be considered compliant with or without specific confirmation from the Consultant that any and all addenda was received and incorporated into your response. However, the Project Manager reserves the right to reject any submittal that does not fully incorporate Addenda that is critical to the project.
7.6 Proposal Submittal.
a. Proposals must be received by the City no later than the date and time on page 1 except as revised by Addenda.
b. All pages are to be numbered sequentially, and closely follow the requested formats.
c. The City does not have page limits specified in the submittal instructions section.
d. The submitter has full responsibility to ensure the response arrives at the City within the deadline. A response delivered after the deadline may be rejected unless waived as immaterial by the City given specific fact-based circumstances.
Submittal.
Submit one (1) original unbound, five (5) bound copies, and one (1) electronic copy (the electronic copy should be sent to the Project Manager, Robert C. Farrell, via email at ). Delivery of hard copies is to the location specified on Page 2, Table 2.
a. Hard-copy responses should be in a sealed box or envelope marked and addressed with the City contact person name, the solicitation title and number. If submittals are not marked, the Proposer has risks of the response being misplaced and not properly delivered.
b. Submittal hard-copies may be hand-delivered or otherwise be received by the Project Manager at the address provided, by the submittal deadline. Delivery errors will result without careful attention to the proper address.
c. Please do not use plastic or vinyl binders or folders. The City prefers simple, stapled paper copies. If a binder or folder is essential due to the size of your submission, you use fully 100% recycled stock. Such binders are available from Keeney’s Office Supply at 425-285-0541 or Complete Office Solutions at 206-650-9195.
7.7 License and Business Tax Requirements.
The Consultant must meet all applicable licensing requirements immediately after contract award or the City may reject the Consultant. Companies must license, report and pay revenue taxes for the Washington State business License (UBI#) and Seattle Business License, if required by law. Carefully consider those costs before submitting an offer, as the City will not separately pay or reimburse such costs.