REQUEST FOR OFFERS. Tsubota Steel Site. ISSUE DATE: February 12, 2014

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1 REQUEST FOR OFFERS Tsubota Steel Site ISSUE DATE: OFFERS DUE: March 27, 2014

2 EXECUTIVE SUMMARY Site A 3.44-acre site in Seattle s Interbay neighborhood zoned IG/2- U45. Appraised Value A recent appraisal values the site, as clean, at $8,230,000. Property Condition Letter of Intent Selection Process The Port intends to sell the site as is, where is. Respondents must return a letter of intent containing their offer to purchase the site. The Port s final decision to sell the site will depend on the strength of the offers received. Questions The deadline for receipt of written questions is March 24, 2014 Offers Due March 27, 2014 Port Representative (For further information contact via letter, fax or only) Mark C. Griffin Director, Real Estate Development Port of Seattle Fax: (206) griffin.m@portseattle.org Page 2 of 12

3 1. OVERVIEW A. Synopsis The Port of Seattle (Port) is selling the 3.4-acre Tsubota Steel site located in Seattle s Interbay neighborhood. The Port issues this Request for Offers (RFO) for respondents interested in buying the site. Respondents must submit a letter of intent containing their offer to purchase the site. The Port s ultimate decision to sell the Tsubota site will depend on the strength of the offers received. B. Anticipated Transaction Terms 1. Purchase Price. A current appraisal values the site at Eight Million Two Hundred Thirty Thousand Dollars ($8,230,000). This appraised value does not account for the presence of some environmental contamination on the site which is detailed in the Phase 1 and Phase 2 environmental site assessments of the property. The appraisal value also does not consider the City of Seattle s ongoing zoning study of the Interbay area that could potentially result in an up-zone of the site. Background and related documents on the City s study are available at the following link: The appraised value is not a minimum bid/offer price. Instead, respondents are expected to consider the appraisal and the site s current condition in proposing a purchase price for the site. 2. Property Condition. The Port intends to sell the site as is, where is with no warranties or representations with respect to the site s existing condition. The successful buyer will be required to release the Port from all claims related in any way to the environmental condition of the site. The Port is making all existing information about the site's existing condition available for review during this RFO process. In addition, the selected respondent will have a reasonable inspection period after the Port s execution of the letter of intent and before execution of the binding purchase and sale agreement. 3. Brokerage Commissions. The Port has not and will not list the site with a broker. The selected respondent will a pay a fee to any broker it chooses to retain and must agree to indemnify the Port related to any commission that becomes due. Page 3 of 12

4 2. SITE SUMMARY Following is a summary of key information about the site. A site map is attached as EXHIBIT A and a plat map as EXHIBIT B. Acreage 149,634 square feet or 3.44 acres Tax Parcel Nos , -1595, -1600, -1601, -1605, and Address Jurisdiction Existing Use Improvements Zoning/ Permitted Uses Former Uses Surrounding Uses Topography Utilities Access Soils Hazardous Materials Due Diligence Info Download th Avenue West City of Seattle 2 short-term leases with Utilikilts and Clear Channel Various, aging improvements IG/2-U45. This zone permits a range of industrial and commercial uses. A variety of industrial and commercial activities, including steel fabrication, pipe storage, vehicle sales and repair, a service station, a rope manufacturer, and an auto and metal salvage yard. A Whole Foods-anchored neighborhood retail center containing approximately 80,000 square feet of retail space adjoins the site immediately to the north. The site surrounds a recently completed work loft development. Generally level and at grade. All utilities are available, including water, power and sewer. Direct street frontage and access on 15 th Avenue West. See preliminary geotechnical analysis. See environmental site assessments. Document Availability Appraisal Yes ALTA Survey Yes Title Report Yes Phase 1/Phase 2 Environmental Yes Assessments Preliminary Geo-Technical Study Yes Preliminary Civil & Structural Yes Engineering Study Existing Leases Yes The documents available for review and download are at the Tsubota RFO link in the left column on the following page: Development/Pages/Opportunities.aspx Page 4 of 12

5 3. RFO TERMS AND CONDITIONS A. General Terms This RFO is not a contract or a commitment of any kind by the Port and does not commit the Port to enter into a purchase and sale agreement or to pay any cost incurred in the preparation of an offer. The submission of an offer to this RFO constitutes an invitation to negotiate with the Port. Upon receipt by the Port, all offers including any and all attachments to the offers will become the property of the Port. The Port will have the right to copy, reproduce, or otherwise dispose of each offer received. The Port will be free to use as its own, without payment of any kind or liability, therefore, any idea, scheme, technique, suggestion, layout, or plan received during the procurement process. Failure to provide any of the requested data by the specified submission deadline may cause the Port, at its sole discretion, to reject the offer. All facts and opinions stated in this RFO and in all supporting documents and data, including but not limited to any statistical and economic data and projections, are based on available information from a variety of sources. No representation or warranty is made with respect to this information. In the interest of a fair and equitable selection process, the Port retains sole responsibility to determine the timing, arrangement and method for any presentations during the selection process. Prospective respondents and members of their team are cautioned not to undertake any activities or actions to promote or advertise their qualifications except in the course of Portsponsored presentations. B. Port Representative The Director of Real Estate Development, or designee, is the designated Port representative for this RFO ( Port Representative ). All contacts and communications regarding this RFO should be submitted in writing only by mail, fax or . The deadline for receipt of questions is 2:00 pm on March 24, Questions received after this date and time will not be considered. Only questions answered by the Port in writing will be binding. Oral and other interpretations, clarifications or offer instructions will be without legal effect. Interpretations, clarifications or supplemental instructions will be issued by addenda and will be posted to the same web link from which the RFO may be downloaded. Submit questions to: Mark C. Griffin Director, Real Estate Development Mailing address: Port of Seattle PO Box 1209 Seattle, WA Fax Number: griffin.m@portseattle.org Page 5 of 12

6 C. Competitive Integrity The Port seeks to maintain a neutral competitive environment for all potential respondents to protect the integrity of the solicitation process. The Port Representative is the only authorized representative of the Port with whom a potential respondent, or anyone on its behalf, shall have contact with concerning this solicitation from the release date of this RFO until the Port s final selection is announced. Any communication concerning the content of this solicitation by a potential or actual respondent, or anyone on its behalf, with any Port official or employee other than the Port Representative may result in the rejection of that respondent s offer. Any communication with any Port employee or official other than the Port Representative does not bind the Port. Respondents should rely only on written statements issued by the Port Representative. If any answer to an inquiry results in a change to this RFO, that change shall be in writing and issued by the Port Representative. D. Rejection of Offers The Port, at its sole discretion, reserves the right: (i) to accept or reject, in whole or in any part, offers to this RFO, (ii) to request new offers, (iii) to waive any immaterial defects and irregularities in the offers, (iv) to reissue the RFO, or (v) to not proceed with any part of the procurement process. During the evaluation process, if the Port determines that a particular requirement may be modified or waived, then the requirement(s) will be modified or waived for all respondents and all offers will be re-evaluated in light of the change. In the event that, in the Port s sole determination, there is not an acceptable offer, the Port reserves the right to enter into direct negotiations with any party it chooses on such terms and conditions as shall then be acceptable to the Port, notwithstanding any other provisions of this RFO. E. Public Disclosure All offers are subject to disclosure upon receipt by the Port. Respondents should be aware that the Port is required by law to make its records available for public inspection, with certain exceptions (see RCW Chapter 42.56). If respondents wish to be notified of public records requests to which documents submitted by respondents may be responsive, respondents must clearly mark any information contained in their offers that they consider proprietary with the words proprietary information. However, respondents are advised that even materials marked proprietary information may be subject to public inspection. In addition, marking all or nearly all of a offer as proprietary may result in rejection of the offer. Respondents shall be responsible for and bear the costs of taking legal action in any attempt to prevent disclosure of any information they deem proprietary. F. Responsibility for Cost All costs associated with the preparation of an offer will be the responsibility of the respondents. The Port will not be liable for any costs incurred by respondents in the preparation or submission of an offer or participation in the RFO process. Page 6 of 12

7 4. SELECTION PROCESS A. Evaluation Following receipt of the offers, a panel will evaluate the strength of each offer based on the proposed purchase price, non-substantive changes to the proposed letter of intent (as determined by the Port), evidence of the respondent s ability to close the transaction, and reference checks. The Port reserves the right to research respondents as it deems necessary. In the event that a purchase and sale agreement is not finalized with the top-ranked respondent, the Port may, in its sole discretion, enter into negotiations with the next highestranked respondent and so on, call for new offers, or discontinue this selection process. B. Projected Selection Schedule The projected schedule for the RFO process is: ITEM DATE RFO Available Cut-off Date for Written Questions March 24, 2014 Offers Due March 27, 2014 Final Selection April, 2014 The Port reserves the right to modify any of the above dates as it deems necessary in the Port s best interest. Page 7 of 12

8 5. SUBMISSION REQUIREMENTS All offer packages must include the following information: 1. Letter of Intent. Review the draft letter of intent attached as EXHIBIT C. Revise it as necessary and provide a signed copy on your letterhead that reflects your BEST offer to purchase the site. Please also provide a redlined version that shows the changes made to the attached draft. 2. Deposit. A good faith deposit of Twenty-Five Thousand Dollars ($25,000) is required in the form of a cashier s check or letter of credit payable to the Port of Seattle. This deposit will serve as the earnest money required per the terms of the letter of intent and will guarantee that the selected respondent will engage in good faith negotiations to finalize a purchase and sale agreement with the Port. The deposit will be returned to all respondents not selected. 3. Financing. Provide a letter or other evidence from your lender, financial partners, or other established financial source(s) attesting to your capacity to complete the acquisition. 4. References. Provide three (3) financial references for current or past projects. Contact information should include the name, title, entity, telephone number, and relationship to the respondent. RESPONDENTS THAT FAIL TO MEET THESE REQUIREMENTS WILL BE CONSIDERED NON- RESPONSIVE AND THEIR OFFERS REJECTED. Page 8 of 12

9 6. SUBMISSION INSTRUCTIONS A. Deadline The deadline for submitting an offer package to this RFO is March 27, 2014 at 2:00 PM. B. Delivery Offers may be delivered in the following manner: By U.S. mail to: Overnight/hand delivery: Port of Seattle P.O. Box 1209 Seattle, WA Attn: Mark C. Griffin Port of Seattle Pier Alaskan Way Seattle, WA Attn: Mark C. Griffin Page 9 of 12

10 ATTACHMENTS EXHIBIT A Site Map EXHIBIT B Plat Map EXHIBIT C Proposed Letter of Intent Page 10 of 12

11 EXHIBIT A SITE MAP Page 11 of 12

12 EXHIBIT B PLAT MAP Page 12 of 12