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REQUEST FOR PROPOSALS

KENTUCKY EXPOSITION CENTER Lease of Approximately 1.369+/- Acres

CONSTRUCTION, OPERATION, & MAINTENANCE OF A STRONG-BRANDED COMBINATION CONVENIENCE STORE/GAS STATION FACILITY

GATE 6, Tract I @ PRESTON HIGHWAY, LOUISVILLE, KENTUCKY

RFP #083117

FINANCE AND ADMINISTRATION CABINET COMMONWEALTH OF KENTUCKY

This document contains proprietary information & is the property of the Commonwealth. This document may not be copied, distributed or divulged to any party without the expressed, prior, written consent of the Commonwealth.

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TABLE OF CONTENTS

I. Intent 3 II. General RFP Information 3

A. Type of Contract 3 B. Calendar of Events 4 C. RFP Addenda 4 D. Restrictions on Communications 4

III. Relevant Information 5 A. KSFB General Background Info 5 B. Facility Description 5 C. Project Description 6 D. Fuel Services 7 E. Convenience Store 8 F. Pricing/Products List 8 G. Housekeeping & Maintenance Requirements 8 H. Signage 8 I. Offeror’s Compliance 8 J. Major Service Goals of Site 8 K. Major Considerations and Concerns of RFP 9 L. Offeror’s Employees 9 M. Refund Requirements 10 N. Historical Information 10 O. Records and Reports 10 P. Performance & Payment Bonds 10 Q. Construction/Development Plan Approval 11 R. Liens Against Premises 12 S. Commencement of Construction/Renovation 12 T. Insurance 14

IV. Lease Terms 15 V. General Proposal Information 16

A. Approach 16 B. Offeror Response and Proprietary Information 16 C. Proposal Addenda & Rules for Withdrawal 17 D. Proposal Submission Requirements 17 E. Acceptance of Proposals 17 F. Protest 18 G. Contractural Requirements 18 H. Limitations & Liability & Remedies 18 I. Publicity 19 J. Checklists for Phase I and Phase II Proposals 19 K. Proposal Guaranty 21 L. Definition of Gross Receipts 21

VI. Proposal 21 A. Phase I – Content and Form 21 B. Phase II – Content and Form 23

VII. Scoring and Award 29

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I. Intent Purpose of this Request for Proposals: The Finance and Administration Cabinet ("FAC"), on behalf of the Kentucky State Fair Board (“KSFB”), Tourism, Arts, and Heritage Cabinet, agencies of the Commonwealth of Kentucky (“the Commonwealth”), issue this Request for Proposal ("RFP") to private food, fuel, and general merchandise entities to finance, construct, and thereafter operate and maintain a strong-branded combination convenience store/gas station at Gate 6 on Preston Highway, Louisville, KY (“the Site” and more particularly shown on Exhibit A). It is the goal of KSFB to have the successful Offeror easily provide gas and convenience items to patrons of the KSFB and general public. This RFP describes the mandatory and desirable requirements determined to be relevant to the evaluation of an Offeror’s proposal to provide specific services including a sundry-type general merchandize store operation with related services, a fuel service operation engaged in the sale of gasoline and diesel fuel for vehicles, as well as vehicle related supplies, vehicle parking area, and public restrooms. II. General RFP Information

A. Type of Contract This document constitutes a Request for Proposals (RFP) to enter into a lease agreement pursuant to KRS 45A and KRS 56 to provide services as outlined herein, by and through FAC, for the use and benefit of KSFB. The issuance of this RFP in no way constitutes a commitment to award a contract by the FAC, nor a commitment to pay any costs incurred in preparation of a response to this request. Costs of proposal preparation are not reimbursable, even for the selected Offeror. The FAC unconditionally reserves the right to withdraw or cancel this RFP and to reject any and all offers at any time and for any reason without recourse. Receipt of proposal materials by the FAC or submission of a proposal to the FAC confers no rights up on the Offeror nor obligates the FAC in any manner. No contract or lease resulting from this RFP can be deemed valid or binding until properly approved and executed by the Secretary of the Finance and Administration Cabinet.

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B. Calendar of Events The following schedule is anticipated for the procurement and contract process:

TASK DATE Release of RFP July 14, 2017

Deadline for Written Questions August 16, 2017 Proposals Due August 31, 2017

On-Site Quality Demonstrations and Oral Presentation of Proposals

Date determined after Top 3 Selected to Proceed to Phase II Proposals

Contract Award Offeror Begins Construction/Renovation of Convenience Store/Gas Station

July 1, 2018

C. RFP Addenda Addenda to this RFP may be necessary. No modification, expansion, explanation or deviation from the specifics of this RFP shall be binding on the Offeror or the FAC except those included in a written Addenda, issued prior to receipt of proposals. D. Restrictions on Communications with Commonwealth Executive Branch Employees The Commonwealth Buyer named below shall be the sole point of contact throughout the procurement process. All communications, oral and written (regular, express, or electronic mail or fax) concerning this procurement shall be addressed to:

Scott Aubrey 403 Wapping Street, Third Floor – Bush Building

Frankfort, KY 40601 502-782-0358 Fax – 502-564-8108

Email – Scott.Aubrey@ky.gov

From the issue date of this RFP until a Offeror is selected, and the resulting lease is executed, Offerors shall not communicate with any COK staff concerning this RFP except:

• The Commonwealth Buyer (Scott Aubrey) cited in this RFP • The Commonwealth representatives during a scheduled Offeror’s Conference, which

shall be attended by the Commonwealth buyer; or • Via written questions submitted to the Commonwealth buyer

The Commonwealth of Kentucky shall reserve the right to reject the proposal of any Offeror who violates this provision.

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All inquiries must be submitted no later than August 16, 2017 to allow sufficient time for written responses to be routed. Any agreement or collusion among lease proposers or prospective lease proposers which restrains, tends to restrain, or is reasonably calculated to restrain competition by agreement to propose a lease with certain terms or otherwise is prohibited. E. Issuing Office This RFP is being issued by the Division of Real Properties, Department for Facilities and Support Services, Finance and Administration Cabinet, on behalf of the COK and KSFB. III. RELEVANT INFORMATION A. KSFB General Background Information The KSFB’s primary purpose is to provide the venue for local, regional, national, and international events to include, but is not limited to: fairs, conventions, consumer and trade shows, conferences, community functions, banquets, meetings, seminars, sporting events and other special events. The KSFB owns and manages three (3) expositions including the Kentucky State Fair, The North American International Livestock Exposition and the National Farm Machinery Show. The Kentucky Exposition Center (KEC) is located in Louisville KY, across from the Louisville International Airport. KEC has 1.3 million square feet of flexible exhibit space, two arenas, and 300 acres of outdoor exhibit and demonstration space, which provided a venue for 196 events in 2016. Some of the events the KSFB hosts on a regular basis are: National Recreational Vehicle Industry Association Trade Show; The Mid-America Trucking Show; International Construction and Utility Equipment Expo; International Lawn, Garden and Power Equipment Expo; The Street Rod Nationals; Midwest Manufactured Housing Federation Expo; National Farm Machinery Show and Tractor Pull; North American International Livestock Expo; American Public Works Assn.; The Kentucky State Fair.

Total attendance for the events at the KEC is approximately 1 million. B. Facility Description The Tract I, Gate 6, property is comprised of 1.369 acres of improved land, which improvements include an approximate 3,500 square foot structure, 5 (sets) of gasoline fuel dispensers, with a canopy over the fuel dispensing area, parking/drive areas, and underground storage tanks. The site is currently under lease to Thornton Oil (see attached Exhibit B for Ground Lease Agreement between the COK/Kentucky State Fair Board and Thornton Oil Corporation, dated June 1, 1988). The lease is in effect through June 30, 2018. Gate 6 is one of five (5) admission gates to the KEC.

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The Offeror is responsible for all due diligence investigations of the leased premises, including sub-surface conditions, and all costs associated therewith, at the designated site, other than any data provided within this RFP, which shall be utilized for informational purposes only. Commonwealth of Kentucky will not be held liable for any information herein. C. Project Description The lease agreement will commence on the date the lease is executed by the Secretary of Finance and Administration Cabinet and expiring twenty years thereafter. The length of the lease will be for a period of twenty (20) years, and may be extended upon written mutual consent for one (1) additional ten (10) year period at the same terms and conditions as are contained herein. As stated previously, the site is currently being utilized for a commercial gas and convenience store doing business as Thorntons. The current lease term will expire without renewal options on June 30, 2018. The existing lease with Thorntons (Sect. 32) provides that the Landlord may choose to demand removal from the leased premise either none, all, or only certain of Thorntons fixtures and improvements, at Thorntons sole expense, at the expiration or sooner termination of the Lease.” It is the KSFB’s intent to request Thorntons’ fixtures and improvements remain on the leased property at the lease expiration date. The anticipated result of this offering is to enter into a lease agreement for renovation/remodel, reconstruction, and update of the existing gas station/convenience store as soon as practical but not before the end of the lease term with Thorntons. The new lease agreement shall include rental income to KSFB, as consideration for the lease. KSFB intends for Thorntons to continue to operate the commercial gas/ convenience store through its lease expiration date (2018), and within six (6) months AFTER the aforementioned expiration date, the successful Offeror will be expected, at its sole expense, to either: 1) renovate, update, upgrade, and/or repair the existing approximate 3,500 square foot building; or 2) demolish existing facilities and construct new amenities. Either option must be with a strong-branded combination convenience store/gas station and the operation of same, as a tenant, that provides rental income to the KSFB. Offeror shall construct, renovate and/or remodel, at its sole expense, a gas station/convenience store upon the leased premises, complete with related facilities and improvements to include, but not be limited to: landscaping, walkways, automobile parking, maneuvering and drive areas, and all other amenities and facilities required for the operation of a full-service gas station and convenience store. As part of the project, Offeror is responsible for completing all site work, including the extensions of underground duct systems, water, sanitary sewer, storm sewer, natural gas transmission lines, and any other utility from the utility connection point(s) designated by COK. This project shall be undertaken and completed by the successful Offeror, by and at its sole expense, in accordance with all applicable federal, state, and local statutes, laws, regulations, orders, including all zoning, building and fire code requirements. The project and project site shall be leased to the successful Offeror in its “as is” condition. The projects construction, renovation and/or remodel that comply with all applicable provisions of the Kentucky Building Code, latest addition. Additionally, since this project is located on property Owned by the Commonwealth of Kentucky, the construction documents

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for this project shall be designed and sealed by Design Professionals licensed in the Commonwealth of Kentucky. The response to this Request for Proposal shall include the names and Kentucky Registration numbers of each and all design professionals who will develop the Construction Documents for this project. Successful Offeror shall obtain, at its sole expense, the necessary permits, approvals, easements, and licenses necessary for the development, construction, and use of the leased premises; rezoning or conditional use permits, access permits, land divisions, building and business permits, zoning or building code variances, zoning design review, access and utility easements, any architectural, design, signage permits or other necessary approvals The COK will, to the extent possible, assist Offeror in obtaining the necessary governmental approvals. During construction, remodel, renovation, Offeror shall provide proper receptacles for all construction debris and the trash and garbage generated by such construction activities. Offeror is responsible for removal of all waste, construction debris, refuse, garbage and rubbish generated from project activities and shall not deposit or leave same, except temporarily in connection with collection for removal, on ay part of the leased premises. Offeror shall, at its sole expense provide and use suitable covered receptacles for the storing of all trash, garbage and other refuse created in the conduct of the convenience store/gas station or arising from the Offeror’s exercise of any right or obligation under the resulting Agreement. Piling of boxes, cartons, barrels or other similar items in an unsightly or unsafe manner on or about the leased premises is forbidden. Underground Storage Tank (UST) installation, operation and removal are regulated by the Kentucky Division of Waste Management (DWM). All underground storage tanks must be registered with the DWM within 30 days of beginning use. Prior to purchasing a UST system, assess the system’s condition and compliance record, and inform yourself of all operational requirements. Both installation of underground and aboveground storage tanks, as well as repairs and modifications of existing systems are permitted through the Department of Housing, Buildings and Construction, State Fire Marshal. http://waste.ky.gov/UST/Forms/Pages/default.aspx The existing tanks are currently listed with DWM as Thorntons Oil No 60; AI ID: 60490. The successful Offeror, at its sole expense, shall be responsible for inspecting, evaluating and determining whether the existing tanks are viable and may be utilized by the successful Offeror or whether the tanks must be removed and replaced, by and at the sole expense of the successful Offeror, including any and all environmental remediation, if necessary. Compliance must meet all related state, local and administrative laws pertaining to underground petroleum storage tanks. D. Fuel Services

Fuel services must be provided twenty-four (24) hours a day, three hundred sixty-five days a year. The selected Offeror must upgrade fuel facilities to current industry standards, if needed, and provide self service, fully automated fueling for gasoline and diesel fuel, if needed. There are currently five (5) sets of fuel dispensing pumps under canopy. Air pumps for inflating tires must be located on the leased premises.

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E. Convenience Store The selected Offeror must provide a variety of items with prices of each item clearly displayed, with no exception, on the package, the shelf with the package, or signage. Merchandise offerings should be in keeping with the strong-branded convenience store policies, and may include, but are not limited to: a variety of beverages, snacks, groceries, candy, toiletries, newspapers, vehicle related items, etc. The convenience store may also offer money orders, wire transfer services, and Kentucky Lottery tickets. F. Pricing/Products List It shall be the responsibility of the successful Offeror to review, establish, and control the pricing of all items available for sale in the food service facilities, in keeping with the policies and procedures of the Offeror’s strong-branded convenience store/gas station and in keeping with local and industry standards.

G. Housekeeping and Maintenance Requirements The selected Offeror is fully responsible, at its sole expense, for all housekeeping and regular maintenance of the Site, in keeping with the policies and procedures of the Offeror’s strong-branded convenience store/gas station. H. Signage No sign may be erected nor shall the existing sign be renovated/remodeled by the successful Offeror on the leased premises or on any property of the Commonwealth without the prior written consent of the Commonwealth approving the size, design, construction specifications, location, color and message. All such signs shall be constructed at the sole cost of the successful Offeror and shall be maintained in good order and repair and insured by the successful Offeror. Offeror shall not use any advertising within the leased premises that, in the Commonwealth’s sole discretion, is objectionable. Offeror, at its expense, shall be required to install and pay for any and all necessary promotion/advertisement sign(s). Any signage or proposed highway signage and locations must be approved by the Kentucky Transportation Cabinet and submitted to the KSFB for final approval prior to installation. Maintenance of all signs will be the sole responsibility of the Offeror. I. Offeror’s Compliance The Offeror, at is sole expense, shall comply with all local, state, and federal health department and environmental regulations for the handling and storage of food, food ingredients, gasoline, and fuel products.

J. Major Service Goals of the Site • Quality: To offer products meeting standards for taste, freshness, and quality of

ingredients, at a reasonable and competitive cost. • Affordability: To offer high quality food products at various price levels to meet the

needs of all customers.

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• Prompt and Pleasant Service: To offer a service program that is attentive and responsive to customer expectations, and delivered in the most expedient manner possible to reduce wait time of customers. Capability of providing fast and efficient service and quality customer services/satisfaction that adequately meets the expected needs of the COK in providing these services.

• Environment: To provide a comfortable and pleasant environment with a positive and productive attitude.

• Financial: To operate the complete the Site at a straight profit and loss basis.

K. Major Considerations and Concerns of the RFP The major considerations and concerns of this RFP, include the following:

1. EXPERIENCE: successfully providing the ownership, management, construction and/or renovation/remodel/upgrading, and/or operation of similar type projects and/or operations. The experience, training, and past performance of those persons designated by the Offeror as proposed management personnel.

2. DESIGN PROFESSIONAL EXPERIENCE: all design professionals involved in the design and construction of this project shall be licensed professionals registered by the Commonwealth of Kentucky. This registration is required at the time of submittal of the response to this Request for Proposals and the names and registration numbers of the design professionals must be submitted with the response to the RFP.

3. FINANCIAL VIABILITY: Offeror’s proven financial condition and capability of financing, constructing and/or renovating/remodeling/upgrading, operating and managing a high quality, branded, gas station/convenience store, to include ability to provide required performance bond.

4. MANAGEMENT SYSTEMS: Offeror’s use of financial management system, including type of software used, check and balance, financial controls.

5. MARKETING EXPERTISE: Offeror’s demonstrated ability to market and promote to the local community and traveling public to obtain maximum patronage.

6. MANAGEMENT PLAN: Offeror’s ability to effectively provide local management to oversee all aspects of Project on a day-to-day basis.

7. OFFER to COK: Offeror’s projected financial return to the COK.

L. Offeror’s Employees The selected Offeror shall, at its own expense, provide adequate personnel in keeping with the Offeror’s strong-branded convenience store/gas station policies and procedures and so as to provide quality services to the patrons at the Site without unreasonable delay. All employees including management must maintain a neat and orderly appearance. Personal appearance and courteous service to the patrons of the Site is deemed to be of the utmost importance to the Commonwealth. Offeror shall employ management personal in keeping with the Offeror’s strong-branded convenience store/gas station policies and procedures. If food services are proposed, food service personnel shall be trained in food handling, certified by local health department, employees shall be courteous, efficient and groomed/sanitary. Persons handling the food

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and beverage items under this Lease shall at all times be clean, wear disposable plastic gloves, pull back hair, wear hair nets, and be free from any communicable disease. The Offeror shall recruit, hire, train, supervise, direct, discipline and, if necessary, discharge any and all personnel working on site in keeping with the Offeror’s strong-branded convenience store/gas station policies and procedures. All employees shall be the sole responsibility of the Offeror and not the Commonwealth of Kentucky. The Offeror will properly screen all applicants prior to employment. The Offeror is an independent contractor and will not, under any circumstances, be considered an employee, servant or agent of the Commonwealth, nor will the employees, servants or agents of the Offeror be considered employees, servants or agents of Commonwealth and neither the Offeror nor its employees, servants or agents will have any authority to bind the Commonwealth in any respect whatsoever. The Offeror agrees to comply with all federal, state, and local laws and regulations, including but not limited to those pertaining to nondiscrimination in hiring and employment practices, and federal immigration laws pertaining to employment. Rules, regulations and laws will be displayed within the cafeteria area in a prominent place where these licenses, permits and/or regulations as required by law are to be so posted. The Offeror shall require all its employees to meet the appropriate health standards prescribed by municipal, state, and federal laws and regulations. M. Refund Requirements The selected Offeror shall reasonably provide refunds to the Project patrons for unsatisfactory food, beverages, fuel, or service from the facilities, in keeping with Offeror’s strong-branded convenience store/gas station policies and procedures. N. Historical Financial Information The KSFB has no historical financial information pertaining to the operation of Thorntons at this site to share with Offerors. O. Records and Reports The offeror is required to keep complete and accurate financial records of all transactions relating to the facility and to maintain such additional records as the Commonwealth deems necessary to adequately reflect the operations conducted on the leased premises, all in accordance with the industry standards and in keeping with the Offeror’s strong-branded convenience store/gas station policies and procedures. The financial records shall be subject to inspection or audit by designated representatives of the Commonwealth at all times during regular business hours and shall be made available at a convenient location for that purpose. The offeror further covenants that, promptly after the close of each offeror’s fiscal year, it shall, at its own expense, cause an audit to be made of its books and accounts relating to the operation of the facility for the preceding fiscal year by an independent firm of certified public accountants of recognized ability and standing. A copy of the audit shall be submitted to the

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KSFB no later than three and one-half months after year’s end. Distribution of the audit will be the responsibility of the KSFB. P. Performance and Payment Bonds Offeror shall procure payment and performance bonds in favor of the Commonwealth in the amount of one hundred percent (100%) of the designated amount of the project as security for the faithful performance of the construction required including liquidated damages and penalties and the payment of all persons who have and fulfill subcontracts which are directly with the Offeror. Such payment and performance bonds shall be issued by a reputable insurance company, authorized to do business in the Commonwealth. The Offeror shall, before beginning the construction/development of facilities, require of any subcontractor employed by the Offeror to construct said facilities, a surety bond or bonds in form satisfactory to the Commonwealth. These bonds shall protect the leased premises against the imposition of mechanics and materialman’s liens and guarantee performance of the construction subcontract. All bonds shall be executed by a surety company authorized to do business in the Commonwealth.

Performance and Payment Bonds Requirements:

Each bond furnished by the Offeror shall incorporate, by reference, the terms of the Contract as fully as though they were set forth verbatim in such bonds. In the event a Change Order(s), executed by the Offeror, adjusts the Contract Sum, the penal sum of both the performance bond and the payment bond shall be deemed increased by like amount.

Q. Construction/Development (Plan Approval) (All approvals will meet the Project schedule contained within this RFP.) 1. All remodel, renovation, construction/development plans will be submitted to and must

have prior approval of the Finance and Administration Cabinet, Department for Facilities and Support Services, before remodel, renovation, construction/ development is commenced. Such approval will not be unreasonably withheld. Such approval is not intended to verify constructability or conformance with any applicable codes, but rather is intended to ensure that the design meets the Offeror’s intent and program requirements. The drawings and the specifications shall be stamped with the registration seal of the professional involved in the design.

2. The Commonwealth encourages and prefers the construction of the project such that:

(a) Increases environmental performance and economic value over time; (b) Safeguards the health of occupants; (c) Enhances satisfaction and productivity of workers through energy-efficient systems; (d) Incorporates environmentally friendly materials and products; and (e) Reduces waste;

3. Since this project is being constructed on land owned by the Commonwealth of Kentucky, plan approval must be obtained from the state Department of Housing,

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Building and Construction (not the Local Jurisdiction). All fees shall be the responsibility of the successful Offeror. This regulatory agency will review drawings for plumbing, fire marshal compliance, ADA accessibility and Kentucky Building code regulations. Proof of this approval must be provided to the Department for Facilities and Support Services before commencement of construction and operation. Upon completion, copies of all permits and certificates shall be submitted to the Department for Facilities and Support Services, along with “as built” plans.

4. The Department for Facilities and Support Services may also make compliance

inspections to ensure that the facility is being constructed, operated, and furnished in a manner that provides a safe and healthy environment for the public.

R. Liens Against the Leased Premises Nothing in this RFP shall in any way be deemed or construed as constituting an order or request by the Commonwealth, expressed or implied, to any contractor, subcontractor, supplier, materialman or laborer, for the performance of any labor or the furnishing of any materials for the construction or maintenance of any improvements on, alterations to, or other improvements of the leased premises; nor as giving the Offeror any right, power or authority to grant for or permit the rendering of any services or furnishing of any materials that would give rise to the filing of any mechanic’s liens against the Commonwealth’s property or the Offeror’s leasehold interest therein. Furthermore, the Offeror shall not suffer or permit any mechanic’s or materialman’s lien to be filed against the Commonwealth’s property or the Offeror’s leasehold interest in the leased premises by reason of work, labor, services or materials supplied or claimed to be supplied to the Offeror. If a mechanic’s or materialman’s lien shall be filed against the leased premises or the Offeror’s leasehold interest at any time, the Offeror shall cause the same to be discharged and released of record within thirty (30) days after the notice of filing competent jurisdiction or otherwise. If the Offeror, in good faith, disputes the validity or correctness of any such lien, then it may refrain from paying or causing the same to be discharged of record, but it shall diligently proceed to initiate and conduct appropriate proceedings to determine the correctness or validity of such lien. The Offeror shall not be deemed to be in default under this RFP while such proceedings of litigation are being conducted in good faith by it. However, if the Offeror fails to cause any such lien to be discharged within the period aforesaid, or fails to contest the same as provided above, then the Offeror shall be deemed to be in default of the lease which shall be a basis for termination of said lease. S. Commencement of Construction Renovation of existing improvements or demo of existing improvement and construction of new improvements for the strong branded convenience store/gas station project will be commenced immediately upon expiration of the Thornton Lease (June 30, 2018), even though the award of contract from this solicitation, and execution of the lease by the Commonwealth of Kentucky will happen at a sooner date. The successful Offeror shall be required to obtain any and all regulatory approvals, by and at the sole expense of the successful Offeror. The Commonwealth will agree to a reasonable extension of time for providing for designated the facilities and services, when a delay in providing the facilities and

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services is beyond the control of the Offeror. The Commonwealth will coordinate review process with Department of Housing Building and Construction and Finance’s Division of Engineering and Contract Administration will be required, as well Occupancy is expected 6 months from the expiration of the lease with the Thornton Oil Corporation. Targeted Substantial Completion and Final Completion dates are December 31, 2017 and January 31, 2018, respectively. Substantial and/or Final Completion dates may be adjusted by the Commonwealth for acts of God, such as tornadoes, earthquakes, etc. Also see coordinating language in Subsection S 1 below.

The first of the quarterly rental payments to the Commonwealth shall be due three months following substantial completion. Lease payments shall be made quarterly, in arrears.

1. Time For Completion: Offeror shall commence the Work on the Commencement Date based on the Approved Schedule and the Work shall be carried out regularly and without interruption. Estimated construction time is (6) months from expiration of Thorntons Lease (June 30, 2018) and a written right of entry by the Commonwealth of Kentucky to commence renovation construction. Coordinated Completion Date will be provided by Offeror three (3) months prior to completion. This Coordinated Completion Date becomes the Substantial Completion Date for occupancy and liquidated damages purposes. Completion before the completion date does not require the Commonwealth to occupy. Completion after the completion date invokes liquidated damages, according to Subsection S 3 below.

2. Offeror shall substantially complete the Work not later than outlined in the Approved Schedule (the “Scheduled Completion Date”). The number of calendar days between the effective date of the Contract and the Scheduled Completion Date is the “Contract Time”. Offeror shall achieve Final Completion of the Work as outlined in the Approved Schedule.

3. Liquidated Damages For Delay In Substantial Completion: Offeror shall pay the Commonwealth the sum of $500.00 for each and every calendar day of delay in achieving Substantial Completion beyond the Scheduled Completion Date. Any sums due and payable hereunder by Offeror shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be sustained by Commonwealth. Such liquidated damages shall apply regardless of whether Offeror has been terminated by Commonwealth prior to Substantial Completion so long as Offeror’s actions or inactions contributed to the delay. Such liquidated damages shall be in addition to and not in preclusion of the recovery of actual damages resulting from other defects in Offeror’s performance hereunder for matters other than delays in Substantial Completion. When Commonwealth reasonably believes that Substantial Completion will be inexcusably delayed, Commonwealth shall be entitled, but not required, to withhold from any amounts otherwise due to Offeror an amount then believed by Commonwealth to be adequate to recover liquidated damages applicable to such delays. If and when Offeror overcomes the delay in achieving Substantial Completion, or any part thereof, for which Commonwealth has withheld payment, Commonwealth shall promptly release to Offeror those funds withheld, but no longer applicable as liquidated damages.

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4. Liquidated Damages For Delay In Final Completion: If Offeror fails to achieve Final

Completion as outlined in the approved schedule, the Offeror shall pay Commonwealth the sum of $175.00 per day for each and every calendar day of unexcused delay in achieving Final Completion beyond the date set forth herein for Final Completion of the Work. Any sums due and payable hereunder by Offeror shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be sustained by Commonwealth. Such liquidated damages shall apply regardless of whether Offeror has been terminated by Commonwealth prior to Final Completion so long as Offeror’s actions or inactions contributed to the delay. Such liquidated damages shall be in addition to and not in preclusion of the recovery of actual damages resulting from other defects in Offeror’s performance hereunder for matters other than delays in Final Completion. When Commonwealth reasonably believes that Final Completion will be inexcusably delayed, Commonwealth shall be entitled, but not required, to withhold from any amounts otherwise due to Offeror an amount then believed by Commonwealth to be adequate to recover liquidated damages applicable to such delays. If and when Offeror overcomes the delay in achieving Final Completion, or any part thereof, for which Commonwealth has withheld payment, Commonwealth shall promptly release to Offeror those funds withheld, but no longer applicable as liquidated damages. Time Is Of the Essence: All limitations of time set forth herein are material and time is of the essence of the Contract.

The inability of the Offeror to obtain proper financing, approved in advance by the Commonwealth, by the aforementioned deadlines for submission of a comprehensive work plan and project timeline shall not constitute a reasonable reason for an extension of time. Construction of the Project must be commenced within the approved schedule, and which shall include review and approval by all state governmental agencies. The Offeror will not be authorized to construct, erect, or place any structure or other facility upon the premises, or to make any major alteration to an existing structure or facility without the prior written approval of the Commonwealth. Requests for same shall be made in writing to the Division of Real Properties, Department of Facilities and Support Services/Finance and Administration Cabinet, 403 Wapping Street, Frankfort, KY 40601. Should the Offeror, after commencing and during the renovation/remodel and/or construction/development phase of the Project, abandon or for any reason fail to complete the facility, title to all materials or improvements on the premises shall immediately vest in and become the property of the Commonwealth. The Offeror may not remove the structures, improvements, and equipment, erected or placed upon the leased premises, without the prior written approval of the Commonwealth. Additionally, the deed from the Commonwealth to the successful Offeror shall contain a reversionary clause in favor of the Commonwealth, should the successful offer abandon or for any reason fail to complete the facility. Such reversionary clause shall give the Offeror the opportunity to cure any default of the terms and conditions of the contract documents within thirty (30) days of receiving notice of such default prior to the effective date of such reversionary clause. Upon approval from the Commonwealth to remove any structures, improvements, or equipment placed upon the premises, the Offeror must repair any damage to the premises resulting from the removal of the structures, improvements, or equipment.

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T. Insurance 1. Liability Insurance The successful Offeror will be required to obtain, from a reputable insurance company authorized to do business in the Commonwealth, and carry liability of indemnity insurance providing as a minimum, a combined single limit of $5,000,000 for any number of persons and/or claims. Said insurance shall name the Commonwealth as additional insured and shall also provide that said policy shall not be subject to cancellation, termination or change without at least thirty (30) days prior written notice to the Commonwealth. Offeror must furnish a copy of its insurance policy to the Department of Facilities Management prior to commencement of operations, and on an annual basis thereafter for the full term of the lease and any renewals thereof. After award of the lease, the minimum liability amounts of required coverage established under this Section (U. 1) shall be subject to modification by the Commonwealth, upon sixty (60) days written notice to the Offeror. 2. Professional Liability Insurance The Offeror shall furnish Professional Liability (Errors and Omissions) Insurance in the amount of $1 million per occurrence, $2 million aggregate, and this policy shall remain in effect for a minimum of three (3) years beyond the final completion date of the project, to the extent commercially available. If not commercially available, the A/E shall notify the Offeror and shall obtain similar insurance that is commercially available and acceptable to the Commonwealth. A copy of the certificate of insurance shall be provided by the A/E to the Offeror upon execution of the contract. The insurance policy must be dated and in force on the date indicated in the documentation to begin work. The insurance coverage required by the lease document shall be in compliance with the laws of the Commonwealth and shall be placed with a licensed resident local agent in Kentucky who represents insurance companies authorized to do business in Kentucky. 3. Builder’s Risk Insurance The Offeror shall furnish Builder’s Risk Insurance, including the perils of fire, extended coverage, vandalism and malicious mischief in an amount of not less than one hundred percent (100%) of the insurable value of all the work and the coverage, written on the Completed Value Form 17-C, latest edition, including extended coverage endorsement form #61, latest edition, and malicious mischief endorsement form #205, latest edition, or on the “All Risk Completed Value Form”. Such insurance shall be for the benefit of the Offeror and any subcontractor engaged on the project, as their respective interest may appear. The Builder’s Risk Insurance must be dated and in force on the date indicated in the documentation to begin work. The insurance coverage required by the lease document shall be in compliance with the laws of the Commonwealth and shall be placed with a licensed resident local agent in Kentucky who represents insurance companies authorized to do business in Kentucky. The contract amount shall be insurable value unless otherwise noted in the contract documents. All insurance certificates shall be submitted in duplicate to the

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Offeror and Commonwealth and carry the provision that a 30-day written notice shall be given prior to cancellation by the company to the Offeror and the Commonwealth. IV. LEASE TERMS AND CONDITIONS

The Lease Agreement between the Commonwealth of Kentucky, acting by and through the FAC, on behalf of KSFB and the selected Offeror shall include the RFP, any addenda thereto, and the selected Offeror's proposal submitted in response to this RFP. In the event of the conflict in language between the documents referenced above, the provisions and requirements set forth in the RFP, and any addenda, shall govern. However, the FAC reserves the right to clarify any ambiguities in writing with the concurrence of the selected Offeror, and such written clarification shall govern in case of conflict with the applicable requirements stated in the RFP, any addenda, or the selected Offeror's proposal. In all other matters not affected by the written clarification, if any, the RFP shall govern. No modification or change of any provision in the Lease shall be made, or construed to have been made, unless such modification is mutually agreed to in writing by the selected Offeror and the FAC. Any change shall be incorporated as a written amendment to the Lease and approved by the FAC prior to the effective date of such modification or change. Memoranda of Understanding and correspondence shall not be construed as addenda or amendments to the Lease. NOTE: SEE EXHIBIT C SAMPLE LEASE AGREEMENT FOR TERMS AND CONDITIONS TO BE CONTAINED IN THE LEASE RESULTING FROM THIS SOLICITATION. V. GENERAL PROPOSAL INFORMATION

A. Approach The procurement process shall provide for the evaluation of proposals and selection of the proposal which ranks the highest in the evaluation process in accordance with state statutes and administrative regulations. B. Offeror Response and Proprietary Information The RFP specifies the format, required information, and general content for each proposal submitted in response to this RFP. The FAC will not disclose any portions of any proposal prior to Lease award to anyone outside the FAC except for representatives of the FAC, representatives of the Federal Government, if required, and the members of the selection committee. After a Lease is awarded in whole or in part, the Commonwealth of Kentucky shall have the right to duplicate, use, or disclose all proposal data submitted by Offerors in response to the RFP as a matter of public record. Although the Commonwealth of Kentucky recognizes the Offeror’s possible interest in preserving selected data which may be part of a proposal, the Commonwealth of Kentucky shall treat such information as provided by the Offeror pursuant to the Kentucky Open Records Act, KRS 61.870 et seq. Provided the Offeror complies with the requirements of 200 KAR 5:314, informational areas which may be considered proprietary shall be limited to: individual personnel data, customer

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references, selected financial data, formulae, and financial audits which, if disclosed, would permit an unfair advantage to competitors. If a proposal contains information in these areas that Offeror declares proprietary in nature and not available for public disclosure, each sheet containing such information shall be clearly designated as proprietary at the top and bottom of the page, and shall be submitted under separate cover marked "PROPRIETARY DATA". Proposals containing information declared by an Offeror to be proprietary, either in whole or in part, outside the areas listed above, shall be deemed non-responsive to the RFP and shall be rejected. The Commonwealth of Kentucky shall have the right to use all ideas, or adaptations of those ideas, contained in any proposal received in response to this RFP. Selection or rejection of the proposal shall not affect this right. C. Proposal Addenda and Rules for Withdrawal 1. Prior to proposal due date, an Offeror may withdraw its submitted proposal by

submitting a written request for its withdrawal to the attention of the buyer listed at the beginning of this RFP.

2. The Commonwealth of Kentucky reserves the right to request clarification or additional information. Unless requested by the Commonwealth, addenda, revisions, or alterations to the proposal after the receipt date will not be accepted.

D. Proposal Submission Requirements 1. A qualified Offeror may submit one proposal. The format and contents are specified

in this RFP. Alternate proposals shall not be allowed. 2. Five (5) copies of the proposal under sealed cover shall be received no later than the

date specified herein. The Commonwealth of Kentucky may reject any proposal received after this date and time and shall return it unopened to the Offeror.

3. The proposal shall be clear and concise and provide the FAC's selection committee with an understanding of the Offeror’s ability to undertake and complete the proposed work in a thorough manner.

4. The proposals shall be either mailed or hand delivered to:

Scott Aubrey Division of Real Properties 3rd Floor – Bush Bldg. 403 Wapping Street Frankfort, KY 40601

Do not mail or hand deliver any proposals to the Leased Site or to any other location than indicated above. Any Offeror’s addenda to its proposal may be submitted in a manner consistent with the requirements of this RFP. E. Acceptance of Proposals

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All proposals properly submitted shall be accepted by the Commonwealth of Kentucky. However, the Commonwealth of Kentucky reserves the right to request from an Offeror necessary information which may become a part of the Offeror's proposal; reject all proposals; reject any proposal that does not meet mandatory requirements; or cancel this RFP, according to the best interests of the Commonwealth of Kentucky. The Commonwealth of Kentucky also reserves the right to waive minor irregularities in a proposal, pursuant to applicable regulations, providing such action is in the best interest of the Commonwealth of Kentucky. Where the Commonwealth of Kentucky may waive minor irregularities, such waiver shall in no way modify the RFP requirements or excuse the Offeror from full compliance with the RFP specifications and other Lease requirements if the Offeror is awarded the Lease. F. Protest The Secretary of the Finance and Administration Cabinet, or their designee, shall have authority to determine protests and other controversies of actual or prospective offers in connection with the solicitation or selections for award of a Lease. Any actual or prospective Offeror, who is aggrieved in connection with solicitation or selection for award of a Lease, may file a protest with the Secretary of the Finance and Administration Cabinet. A protest or notice of other controversy must be filed promptly, and in any event within two (2) calendar weeks after such aggrieved person knows or should have known of the facts giving rise thereto. All protests or notices or otherwise controversies must be in writing. The Secretary of the Finance and Administration Cabinet shall issue a decision in writing. A copy of the decision shall be mailed or otherwise furnished the aggrieved party and shall state the reasons for the action taken. The decision by the Secretary of the Finance and Administration Cabinet shall be final and conclusive. G. Contractural Requirements By submitting a proposal, the Offeror acknowledges that it has read this RFP, understands it, and agrees to be bound by its requirements, terms and conditions, and further agrees that the Lease, as defined herein, is the complete and exclusive statement of the Lease between the parties and supersedes all proposals, oral or written and all other communications between the parties relating to the subject matter of the Lease. The Lease, unless otherwise provided herein, can only be modified in writing, signed by the Offeror and the Commonwealth. The Commonwealth reserves the right to disqualify any proposals which take exception to or limit the rights of the Commonwealth under the RFP and the Lease Agreement. H. Limitation and Liability and Remedies

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The entire liability and the sole and exclusive remedies for claims related to or arising out of the Lease for any cause and regardless of the form of action whether in contract or in tort, shall be as set forth in the Lease, including all legal and equitable remedies.

IN NO EVENT SHALL THE COMMONWEALTH BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF THE COMMONWEALTH HAS BEEN ADVISED KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

No remedy herein conferred upon or reserved by the Commonwealth is intended to be exclusive of any other available remedy or right, but each and every such remedy or right shall be in addition to every other remedy or right given under the Lease or now or hereafter existing at law or in equity.

No delay or omission to exercise any right or option accruing to the Commonwealth upon any default by the Offeror shall impair any such right or option or shall be construed to be a waiver thereof, but any such right or option may be exercised from time to time and as often as may be deemed expedient by the Commonwealth. I. Publicity

Any use or reference to this RFP by the Offeror to promote, solicit or disseminate information regarding the scope of the Lease is prohibited, unless otherwise agreed to in writing by the Commonwealth. The Commonwealth agrees to be used as a reference by the Contractor in other Commonwealth of Kentucky competitive situations.

J. Checklists for Phase I Proposal and Phase II Proposal

The Commonwealth will conduct a comprehensive evaluation of proposals received in response to this Request for Proposals. This evaluation will be conducted by a committee, as determined by the Division of Real Properties, comprised of representatives from the Kentucky State Fair Board, the Finance and Administration Cabinet, and other resource agencies and/or private sector entities, at the Division’s discretion. Items to be given specific attention during the evaluation process are as follows: • Narrative of design intent and approach to the Project. • Financial – including, but not limited to, the Offeror’s ability to provide financial backing for the

Project • Background and relevant experience, including references • Revenue payable by the Commonwealth to the Lessor Benefit to be derived by the

Commonwealth. The above criteria are explained in more detail in the following segments of this proposal section of the RFP. THE SUCCESSFUL OFFEROR’S PROPOSAL DOCUMENTS WILL BECOME PART OF ANY FINAL LEASE AGREEMENT. ALL ITEMS LISTED MUST BE THOROUGHLY ADDRESSED IN YOUR WRITTEN PROPOSAL.

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Please include five (5) complete hard copies and one (1) electronic copy of proposal document and all attachments.

The following is a checklist of documentation/items that MUST be included in a Phase I response and a Phase II response; otherwise, your proposal will be deemed non-responsive to this solicitation:

PHASE I:

[] ‘Commonwealth of Kentucky Solicitation’ for Phase I, filled out and signed [] Transmittal Letter [] Narrative of Design Intent [] Corporate Background and Experience [] Financial [] Affidavit, RFP [] Violations pursuant to KRS 45A.485, verified by Real Properties through the Department of Labor [] Sworn Statement regarding Campaign Finances, RFP page 58 [] MBE Participation Form, Exhibit D [] Revised Affidavit for Services

PHASE II: one response per Offeror; but in two components, namely “Technical Proposal” and “Financial” Submittal

[] ‘Commonwealth of Kentucky Solicitation’ form for Phase II, filled out and signed

[] $5,000 Proposal Guaranty

[] Technical Proposal [] Tab A: Transmittal Letter

[] Tab B: Project Approach and Required Drawings and Documents

[] Financial Data and Benefits to KY

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[] Amortization Schedule

[] Proof of Bonding [] Financial Data and Benefits to KY

K. Proposal Guaranty

1. The three short-listed Offerors’ Phase II proposals (see page ___ for description of short-list) must be accompanied by a certified or cashier’s check, made payable to the “Kentucky State Treasurer”, in the amount of Five Thousand Dollars ($5,000.00). Upon award of a contract, the certified or cashier’s check of the unsuccessful Offerors will be returned immediately. The certified or cashier’s check of the successful Offeror will be returned upon receipt of the performance and payment bonds enumerated herein.

2. In the event an Offeror’s proposal is accepted and the Offeror fails to execute the

contract documents, including the deed and the lease, within ten (10) calendar days after its receipt by the successful Offeror, the Commonwealth may, at its option, determine that the Offeror has abandoned the project and the amount of the bid security shall be forfeited to the Commonwealth as liquidated damages, and not as a penalty.

L. Definition of Gross Receipts “Gross Receipts” shall be the total amount of cash or credits received by the Offeror from all business, including receipts from sale of food/grocery items; gasoline sales; and any and all other incidental income, including the total sale amount of consigned items, resulting from the term of the resulting lease. Kentucky Tax, writing fees for licenses (hunting, fishing, watercraft) and Federal Excise tax on those items subject to it, are exempt from the gross receipts for fee purposes.

Fees for utilities should be exempt from commission rate. Gross receipts as defined in reference to revenue derived from any and all consigned items, such as vending machines, located on or about the properties, shall mean total dollar sales derived from the sale of said items, as opposed to commissions received by the Offeror. VI. PROPOSAL

PHASE I – CONTENT AND FORM QUALIFICATIONS AND EXPERIENCE (Phase I shall be submitted in initial response by August 31, 2017, at 10:30 A.M.)

In addition to the Commonwealth of Kentucky Solicitation form for Phase I, the Offeror’s response shall contain the following:

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� Transmittal Letter The transmittal letter shall be in the form of a standard business letter and shall be signed by an individual authorized to legally bind the Offeror. This signed letter will legally bind the Offeror. It shall include: 1. A statement indicating the type of entity of the Offeror, and the ownership of such entity. 2. A statement that the Offeror is registered to do business in Kentucky or will obtain a

Kentucky business license, as well as any other documents required by law and the regulations of the Commonwealth of Kentucky, prior to commencement of work.

3. A statement identifying all addenda to the RFP issued by the Commonwealth and received by the Offeror. If no addenda have been received by the Offeror, a statement to that effect should be included.

4. A statement that the Offeror’s proposal meets all requirements, provisions, specifications, terms and conditions set forth in the RFP, or in the alternative, an explanation of any deviations from such terms and conditions, specifications, requirements or provisions.

5. A statement that the Offeror’s proposal shall remain valid for ONE (1) YEAR after the closing date for the receipt of proposals.

� Narrative of Design Intent

This section shall clearly and succinctly describe the Offeror’s approach to this Project. Issues such as design intent, and coordination with and benefits to the COK and the KSFB, should, at a minimum, be addressed. This section should also specifically identify the composition of Offeror’s proposed brand for the convenience store/gas station, the design/build team, including names of individuals working on the project. Statutes dictate these individuals must be licensed/certified. This section shall also identify the ‘downstream’ team members—the composition of the design/build team, to include, but not be limited to: architectural firm, engineering firm, and all other contractors, subcontractors to be utilized in completing this project.

� Corporate Background and Experience

The corporate background and experience section shall include from the Offeror: details of the background of the Offeror, date established, ownership (public company, partnership, subsidiary, etc.), company resources, and details of company experience with ownership, management, construction/renovation or operation of operations relevant to the proposed project. List, if any, current or past similar construction/renovation of convenience store/gas station projects, developed/constructed/managed by the company. (Note: if the proposal is submitted by an individual, the same type of information will be required.)

The names, disciplines and Kentucky Registration numbers of ALL design professionals who will be responsible for the design and construction of the work of this project. These Professonals will be required to seal the Construction Documents and submit such to the Department for Facilities and Support Services and to the Department of Housing, Buildings and Construction. Registration must be obtained prior to submittal of a response to this Request for Proposals.

Should the proposal be submitted by a non-builder, a corporation or business venture formed solely for the purpose of responding to this RFP, the above information shall be submitted for each individual within the said corporation, business venture or partnership.

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� Financial

Offerors must provide evidence that the completion of its proposed project (including design and construction) will be financially viable to its organization or team. The Offeror shall provide:

1. An audited financial statement for each of the last three years must be provided for the

applicable legal entity submitting a proposal. This statement should, at a minimum, list all assets and liabilities and be certified by a registered certified public accountant who is not an officer of the company or individual submitting the proposal. Offeror should also include a statement of changes of financial position of the business entity within the last three- (3) years. If the Offeror is a new entity incorporated for the purposes of operation of this project, then Offeror must provide individual income tax records and financial statements for all owners and/or general partners with more than twenty percent- (20%) interest, for each of the last three (3) years.

2. A current (unaudited) financial statement.

3. Bank references for the company shall be provided including name, address, and current telephone number of the given financial institution. This should include a signed authorization for release of financial information from each bank listed.

4. Projected design, development costs, and explained contingencies must be detailed. This section provides the opportunity for the Offeror to show the attributes of their design, diligence and competitiveness in controlling costs and their ability to plan for and overcome obstacles they may encounter.

5. A description of the proposed financing plan including, but not limited to, source of credit, terms of credit and repayment schedule. Source of credit will identify credit for construction as well as long term financing of structures.

PROPOSALS, PHASE I, SHALL BE EITHER MAILED OR DELIVERED BY AUGUST 31, 2017, at 10:30 A.M. TO:

Scott Aubrey, Division of Real Properties Finance and Administration Cabinet 3rd Floor – Bush Building 403 Wapping Street Frankfort, Kentucky 40601

PHASE II TECHNICAL PROPOSAL AND REVENUE PAYABLE TO COMMONWEALTH 1. General Requirements

The selection process is being conducted in Two (2) Phases. Once the short list of three is determined, those three (3) respondents shall provide the following information based on instructions from the Procurement Officer, Division of Real Properties. The Procurement Officer will set a date and time for receipt of Phase 2 responses. The Phase 2 responses are due within two weeks of notification of the short list of three. In addition to the Commonwealth of Kentucky’s

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Solicitation Form, respondents are to submit one response for Phase 2 but in two separate components; namely, Technical Proposal and Financial Submittal. Phase 2 responses shall be received prior to scheduling the oral presentations.

Five (5) hard copies and one (1) electronic copy of the Phase 2 Technical Proposal and Financial Data, as follows:

The outside cover of the package containing the Technical Proposal shall be marked:

Commonwealth of Kentucky

CONSTRUCTION, OPERATION, & MAINTENANCE OF A STRONG-BRANDED COMBINATION CONVENIENCE STORE/GAS STATION FACILITY GATE 6, Tract I @ PRESTON HIGHWAY, LOUISVILLE, KENTUCKY

Technical Data/Submittal Phase 2

RFP #083117

Name of Offeror

The outside cover of the package containing the Financial Data Submittal shall be marked:

Commonwealth of Kentucky

CONSTRUCTION, OPERATION, & MAINTENANCE OF A STRONG-BRANDED COMBINATION CONVENIENCE STORE/GAS STATION FACILITY GATE 6, Tract I @ PRESTON HIGHWAY, LOUISVILLE, KENTUCKY

Financial /Submittal Phase 2

RFP #083117

Name of Offeror

Proposals, Phase II shall be either mailed or delivered to:

Scott Aubrey

Finance and Administration Cabinet

Division of Real Properties

3rd Floor - Bush Building

403 Wapping Street

Frankfort, Kentucky 40601

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Phase II The information required to be submitted with your response will be bound with tabs designating sections as noted below:

♦ (TAB A): Transmittal Letter

The transmittal letter shall be on the Respondent’s official business letterhead. It shall include the following, in the order given:

• A signed statement certifying that no personnel currently employed by, under contract with, or in any way associated with the Commonwealth have participated in any activities relating to the preparation of the Respondent’s proposal.

• An itemization of all materials and enclosures being forwarded collectively in response to this RFP.

• A reference to all RFP addenda received from the Commonwealth (by addenda issue date), to ensure that the Respondent is aware of all such addenda in the event there are any; if none have been received by the Respondent, a statement to that effect shall be included.

• A statement that acknowledges and agrees to all of the rights of the Finance and Administration Cabinet including terms and conditions, and all other rights and terms specified in this RFP.

• A statement specifying the Offeror’s contract manager, address, phone and fax number.

• The letter shall be signed by the person with the authority to bind the Offeror, answer questions, and provide clarification concerning the proposal.

♦ (TAB B): Project Approach and Required Drawings and Documents • Provide written and graphic description of Offeror’s approach to this project.

• Composition of Design/Build Team shall be the same as submitted in the Offeror’s Phase I Proposal. If any additional subcontractors have been added to the Design/Build Team for this Phase II submittal, identify those subcontractors with name, address, phone number and specific trade experience. Additionally, Offeror must provide contact information for local management personnel to oversee all aspects of the construction/renovation of the convenience store/gas station on a day-to-day basis.

• Composition of management team, including the experience, training, and past performance

of those persons designated by the Offeror as proposed management team of the convenience store/gas station. Offeror must provide its use of financial management system, including type of software used, checks and balances, financial controls. Offeror must also provide its demonstrated ability to market and promote to the local community, traveling public, and patrons of the KFEC to obtain maximum patronage to the convenience store/gas station at Gate 6.

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• Drawings and Documents to be submitted shall be completed to a “review ready” design level, and shall be submitted in both hard copy and electronic format (CD). The following documents shall be submitted as a minimum.

a. Site Plan

1. Coordination of utility hookups, both for location and data available shall be the responsibility of the Commonwealth.

a. A copy of the Commonwealth’s Preliminary Conceptual Site plan will be provided to all Offerors for incorporation of site elements and components into the proposed building design plans. (See Site Considerations Section C. Programmatic Scope of Work for detailed information.)

b. A Utilities Site Plan and/or a written description will be provided to all Offerors for incorporation of site utilities connections into the proposed building design plans. (See Section B. Site, Architectural Design Goals, and Performance Specifications – General Project Information – Utilities).

b. Floor plans of primary building (see list below) at 1/8” = 1’-0” showing all rooms, walls, columns, door swings, plumbing fixtures, built-in millwork and other features and spaces which fully describe the various building architectural features. Floor plans shall describe overall dimensions and sizes of major spaces. An economical structure is desired. Column spacing must not adversely affect shelving configurations.

c. Elevations of facade of building at 1/8” = 1’-0”. Include notation of finishes, as well as overall dimensions and height.

d. Building Sections of building at 1/8” = 1’-0”.

e. Other sections or plans, at the option of the Offeror, to fully describe the structural system(s).

f. Written, detailed narrative description of the mechanical, electrical, life safety, security and communication systems for the type building structure proposed, including differing systems or zones within a building that requires separate mechanical systems.

g. Written outline specifications, CSI format, describing all building systems for all divisions of the work

h. Provide Critical Path Method (CPM) schedule to be used on this project.

i. A rendering or series of renderings that portray the character of the facility to ensure that the concept and appearance meet the intent of the RFP. It is important that this facility be sensitive and compatible with the unique atmosphere of Bluegrass Station.

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• Ownership: The Division of Real Properties, for itself and such others as it deems appropriate, will have unlimited rights to all information and material developed and furnished to the Division of Real Properties. Unlimited rights are rights to use, duplicate, or, disclose, test data, drawings, and information, in whole or in part in any manner and for any purpose whatsoever without compensation to or approval from the Respondent. All text, electronic digital files, data and other products generated shall become the property of the Division of Real Properties.

Revenue Payable to the Commonwealth

The rental consideration payable to the Commonwealth shall be proposed by the Offeror and include a base rent amount plus a percentage of gross receipts. Offeror must fill out and return following page with Offeror’s proposal.

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THIS SECTION MUST BE FILLED OUT AND RETURNED IN A SEPARATE ENVELOPE

FROM ALL OTHER MATERIALS,WITH PHASE II FINANCIAL PROPOSAL MATERIAL, AND MARKED “Financial Data and Benefits to Kentucky.

Revenue Payable to the Commonwealth. Offerors are to indicate (on line below) the base annual rent plus percentage of gross receipts Offeror will pay to the Commonwealth for the term of the corresponding lease. Rent payable to the Commonwealth shall be made quarterly and shall be due on or before the close of business ten (10) working days after the end of the preceding quarter. Should the Offeror be late on concession payment to the Commonwealth, then the Offeror is subject to a penalty of one and one-half percent per month or eighteen percent per annum for each month the concession payment is late. OFFEROR FILL IN BLANK AND RETURN: For the lease of 1.369 acres and construction and/or remodel, renovation, operation and maintenance of a strong-branded combination convenience store/gas station facility at Gate 6, Tract I, 3320 Preston Highway, Louisville, KY, I propose to pay the Commonwealth of Kentucky base rent of $ ___________ annually, and _______ % of gross receipts for the initial twenty year lease term. Rental for any extension of the lease term shall be negotiated between the Offeror and the Commonwealth prior to the end of the initial lease term.

_________________________________ Offeror’s Signature)

_________________________________ (Offeror’s Name - Printed)

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VII. SCORING AND PROJECT AWARD

Each evaluator will independently score the proposals, first Phase 1 and then Phase 2-the Short List of three (3). The Committee will select a chairman who will provide leadership and manage the activities and process of the Committee.

• The Commonwealth reserves the right to ask any Offeror for clarification, and/or additional information, as may be required to carry out the evaluation process.

• Oral presentations will be required of the Short List of three (3) Offerors. Cost for oral presentations will be the responsibility of the three-(3) Offerors. Date and time of oral presentations will be determined by the Procurement Officer. Oral Presentations will be a maximum of thirty (30) minutes in length with an additional fifteen (15) minutes for questions from the Committee.

The evaluation criteria and weight for each, Phase 1 is as follows:

♦ Narrative Design 30 – Max. Points

♦ Corporate Background and Experience 35 – Max. Points

♦ Financial – OFM (Offc for Financial Mgmt.) score 35 – Max. Points

TOTAL MAXIMUM POINTS 100 points

Each Committee Member will score each criterion and indicate a total score. An average score from the Evaluators will be calculated.

The Respondents with the three (3) highest total average scores will make up the Short List of three (3) and shall proceed to Phase 2 portion of the RFP process.

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The evaluation criteria and weight for each, Phase 2, short list of three (3) is as follows:

♦ Project Approach and Required Drawings and Documents

100 – Max. Points

♦ Revenue Payable to the Commonwealth** (Offeror’s proposed rental, see example below)

♦ Oral Presentation Score

150 – Max. Points

50 – Max. Points

TOTAL MAXIMUM POINTS 300 points

SEE FOLLOWING FOR EXPLANATION OF SCORING CERTAIN CRITERIA!

*Phase I - The Offerors’ financial information (evidence that the completion of its proposed project [including design and construction) will be financially viable to its organization or team]) will be reviewed by the Office of Financial Management, within the Finance and Administration Cabinet for a score by that office of up to 50 points.

**Phase II - The Offeror, whose proposal has the highest lease rental, payable to the Commonwealth, will be awarded 100 points. This score will be calculated by the Commonwealth Buyer. The Offeror with the next highest rentals will be awarded points as in the example below.

(Example only): Highest Flat Rate Rent: $3000 per month = 100 points Next Highest: $2103 per month = 2103/3000 X 100 points = 70 points Next Highest: $1500 per month = 1500/3000 X 100 points = 50 points Highest Percentage of Gross Reciepts: Highest Percentage 10% = 50 points

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Next Highest: 8% / 10% = 40 points Next Highest 6% / 10% = 30 points

IMPORTANT - THIS SECTION MUST BE READ, SIGNED, NOTARIZED, AND RETURNED WITH THE PHASE I SUBMISSION:

Solicitation: RFP#083117 REQUIRED AFFIDAVIT FOR OFFERORS AND CONTRACTORS PAGE 1 OF 2 FOR BIDS, PROPOSALS, AND CONTRACTS IN GENERAL:

I. Each Offeror swears and affirms under penalty of perjury, that:

a. In accordance with KRS 45A.110 and KRS 45A.115, neither the Offeror, as defined in KRS 45A.070 (6), nor the entity which he/she represents, has knowingly violated any provisions of the campaign finance laws of the Commonwealth of Kentucky; and the award of a contract to the Offeror or the entity which he/she represents will not violate any provisions of the campaign finance laws of the Commonwealth.

b. The Offeror swears and affirms under penalty of perjury that, to the extent required by

Kentucky law, the entity bidding, and all subcontractors therein, are aware of the requirements and penalties outlined in KRS 45A.485; have properly disclosed all information required by this statute; and will continue to comply with such requirements for the duration of any contract awarded.

c. The Offeror swears and affirms under penalty of perjury that, to the extent required by

Kentucky law, the entity bidding, and its affiliates, is duly registered with the Kentucky Department of Revenue to collect and remit the sales and use tax imposed by KRS Chapter 139, and will remain registered for the duration of any contract awarded.

d. The Offeror swears and affirms under penalty of perjury that the entity bidding is not

delinquent on any state taxes or fees owed to the Commonwealth of Kentucky and will remain in good standing for the duration of any contract awarded.

FOR “NON-BID” CONTRACTS (I.E. SOLE-SOURCE; NOT-PRACTICAL OR FEASIBLE TO BID; OR EMERGENCY CONTRACTS, ETC):

II. Each contractor further swears and affirms under penalty of perjury, that:

a. In accordance with KRS 121.056, and if this is a non-bid contract, neither the contractor, nor any member of his/her immediate family having an interest of 10% or more in any business entity involved in the performance of any contract awarded, have contributed

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more than the amount specified in KRS 121.150 to the campaign of the gubernatorial slate elected in the election last preceding the date of contract award.

b. In accordance with KRS 121.330(1) and (2), and if this is a non-bid contract, neither the

contractor, nor officers or employees of the contractor or any entity affiliated with the contractor, nor the spouses of officers or employees of the contractor or any entity affiliated with the contractor, have knowingly contributed more than $5,000 in aggregate to the campaign of a candidate elected in the election last preceding the date of contract award that has jurisdiction over this contract award.

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Solicitation/Contract: RFP#083117 REQUIRED AFFIDAVIT FOR OFFERORS AND CONTRACTORS PAGE 2 OF 2

c. In accordance with KRS 121.330(3) and (4), and if this is a non-bid contract, neither the

contractor, nor any member of his/her immediate family, his/her employer, or his/her employees, or any entity affiliated with any of these entities or individuals, have directly solicited contributions in excess of $30,000 in the aggregate for the campaign of a candidate elected in the election last preceding the date of contract award that has jurisdiction over this contract.

As a duly authorized representative for the Offeror or contractor, I have fully informed myself regarding the accuracy of all statements made in this affidavit, and acknowledge that the Commonwealth is reasonably relying upon these statements, in making a decision for contract award and any failure to accurately disclose such information may result in contract termination, repayment of funds and other available remedies under law.

Signature Printed Name

Title Date

Company Name

Address

Subscribed and sworn to before me by (Affiant) (Title)

of this _____day of ____________,20___. (Company Name)

Notary Public

[seal of notary] My commission expires:

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IMPORTANT - THIS SECTION MUST BE READ, FILLED OUT, AND RETURNED WITH THE PHASE I SUBMISSION:

VENDOR REPORT OF PRIOR VIOLATIONS ON CONSTRUCTION SEALED BIDS

RFP#083117 This form is applicable to all sealed bids for construction projects issued by the Finance and Administration Cabinet, Division of Real Properties in accordance with KRS 45A.080. The Prime Bidder on any construction sealed bid shall complete and provide a signed and notarized form with the required information attached, for the Prime Bidder, as an attachment to the bid. All subcontractors for the best evaluated Prime Bidder shall also provide a signed and notarized form with the required information attached through the Prime Bidder to DECA within five (5) calendar days of the bid opening date. The Prime Bidder shall provide copies of this form to the subcontractors for their execution. The information required is specifically - any final determination(s) of violations within the last five (5) calendar years of the following:

1. Violations of KRS Chapter 136 (Corporation and Utility Taxes); 2. Violations of KRS Chapter 139 (Sales and Use Taxes); 3. Violations of KRS Chapter 141 (Income Taxes); 4. Violations of KRS Chapter 337 (Wages and Hours); 5. Violations of KRS Chapter 338 (Occupational Safety and Health of Employees); 6. Violations of KRS Chapter 341 (Unemployment Insurance); 7. Violations of KRS Chapter 342 (Workers Compensation); and 8. Violations of Occupational Safety and Health Laws in any other states and at the federal

level. If there are no violations for a particular category, vendor should attach a statement to that effect. If there are violations for a particular category, the vendor should list them and provide the following information for each: the date of the violation, a short description of the violation (including statutory citation), the name of the governmental enforcement agency involved, and the amount of any penalties imposed as a result of the final determination. Please note that this information may be provided to other governmental agencies, such as the Kentucky Labor Cabinet, as part of the bid process. DECA reserves the unqualified right to disqualify any vendors from participating further in this bid process if appropriate under law. In addition, the successful prime bidder and subcontractors shall remain in continuous compliance with KRS 45A.485 during the life of any contract awarded, and shall notify DECA of any new final determinations of violations in any of the above-mentioned categories, which occur after contract award, and during the life of any contract awarded. Failure to comply with these requirements may result in the bidder and subcontractors being disqualified from participating in future bid opportunities for the Commonwealth.

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THIS VENDOR VIOLATION FORM IS BEING SENT TO THE LABOR CABINET FOR VERIFICATION. PLEASE MAKE SURE ALL YOUR VIOLATIONS ARE LISTED WITHIN THE LAST FIVE (5) YEARS. IF AN OFFEROR LISTS “NONE” AND HAS VIOLATIONS, THEIR PROPOSAL MAY BE REJECTED. FOR A LIST OF YOUR VENDOR VIOLATIONS, YOU CAN FAX OR EMAIL THE LABOR CABINET WITH YOUR REQUEST. FAX NUMBER IS (502) 696-1984 OR EMAIL: labor.desam@ky.gov. COMPANY NAME: ____________________________________ TAX PAYER #: ____________________________________

Violation Category

Date Description Govt. Enforcement Agency

Amount of Penalties

NOTARIZED STATEMENT OF COMPLIANCE

I certify, under penalty of perjury, that I have provided all pertinent information required by this form and this information is true and accurate. I also certify that I have completely read and understand this form and will comply with these requirements during the life of any contract awarded. ________________________________________ ________________________________________ SIGNATURE Printed Name ________________________________________ Title Date Company Name Address

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Subscribed and sworn to before me by ________________________________________________________ __________________________________________________________ , __________________________________________________________ (Affiant) (Title) of _______________________________________ this _________ day of _________ , 20 . (Company Name) ________________________________________ Notary Public [seal of notary] My commission expires: _______________

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IMPORTANT - THIS SECTION MUST BE READ, SIGNED, NOTARIZED, AND RETURNED WITH THE PHASE I SUBMISSION: SWORN STATEMENT REGARDING CAMPAIGN FINANCE LAWS PURSUANT TO KRS 45A.110 AND KRS 45A.115

RFP #083117________ All persons having ownership in the offered property shall provide a sworn statement regarding campaign finance laws pursuant to KRS 45A.110 and KRS 45A.115. If the property owner is a corporation or business trust, a duly designated and authorized agent shall complete this required statement. (Please use extra sheets if necessary.) The undersigned hereby swears or affirms, under the penalty prescribed by law for perjury, that neither he/she, individually, nor, to the best of his/her knowledge and belief, the corporation, partnership, or other business entity which he/she represents, has knowingly violated any provision of the campaign finance laws of the Commonwealth of Kentucky, and that the award of a contract to him/her, individually, or to the corporation, partnership or other business entity which he/she represents, will not violate any campaign finance laws of the Commonwealth. OFFEROR/OFFEROR: OFFEROR/OFFEROR: ___________________________________ (Signature) (Signature) ___________________________________ (Title, if applicable) (Title, if applicable) ___________________________________ (Name of Company, if applicable) (Name of Company, if applicable) OFFEROR/OFFEROR: OFFEROR/OFFEROR: __________________________________ (Signature) (Signature) ___________________________________ (Title, if applicable) (Title, if applicable) ___________________________________ (Name of Company, if applicable) (Name of Company, if applicable) State of )

) SS County of )

The foregoing statement was sworn to me this day of , 20____ , by .

Notary Public

My Commission expires: .

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END OF RFP#083117