Confidential/Proprietary/Deliberative Process Materials. For internal use only.1

Pre-Proposal WebEx | August 5, 2016

REAL ESTATE TRANSACTIONADVISORY SERVICESImproving Performance and Value of Amtrak-owned Assets

PHILADELPHIA 30TH STREET STATION Master Developer Request for Qualifications Pre‐Proposal Webinar September 19, 2017 | 1PM

Call 1‐866‐692‐3158, Access Code 3729374#

PRE-PROPOSAL WEBINAR AGENDA

1. Amtrak Project Team Introductions

2. Master Developer Program

3. 30th Street Station

4. Request for Qualifications Overview

5. Statement of Qualifications Requirements and Evaluation Criteria

6. Questions

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MASTER DEVELOPER PROGRAM

SUSTAINABLE FINANCIAL PERFORMANCEMASTER DEVELOPMENT PROGRAM

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30th STREET STATION VISIONMASTER DEVELOPMENT PROGRAM

30th Street Station is the urban living room for the City of Philadelphia and for our customers.

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Amtrak is looking for a dynamic and vibrant environment that allows for growth into the future.

AMTRAK’S GOALSMASTER DEVELOPMENT PROGRAM

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Goals of the Master Development Program:

Select a dynamic master developer team withpublic/private partnership experience.

Partner to implement an integrated transportation hub with a team who will:

Uphold the spirit of the vision for the station as an urban living room that connects rail patrons and residents.

Modernize and expand the 30th Street Station, along with addressing the operations and maintenance of non-railroad operations assets.

Expand of the Station to accommodate increased passenger volumes through the year 2040 and beyond.

Maximize revenues to Amtrak that can be generated from development while minimizing Amtrak’s financial contribution.

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30TH STREET STATION

A MULTIMODAL HUB IN A PRIME LOCATION30th STREET STATION

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30th Street Station is one of Amtrak’s legacy stations

• Gateway to Center City and University City

• Amtrak’s 3rd busiest Station

• 4 million Amtrak passengers and over 8 million SEPTA and NJ Transit commuters annually

• 100,000 people on the average workday

DISTRICT PLAN30th STREET STATION

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• 30th Street Station District Plan completed June 2016

• The plan is a guide – not a rigid blueprint

• Amtrak is receptive to alternative concepts that uphold the spirit of the plan

AMTRAK OWNERSHIP30th STREET STATION

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Amtrak Penn Coach Yards

30th Street Station

CENTERCITY

JFK BLVD

MARKETSTREET

DREXEL UNIVERSITY

Amtrak Parking Garage & Surface Lot

30th Street Station Ownership

• Full site is 66 acres - Station is 8 acres

• Amtrak offices occupy the upper floors of the Station

• Surface parking lot is 60,000 SF with 180 parking spaces

• Parking garage is 520,000 SF with 1,525 parking spaces

CURRENT USAGE30th STREET STATION

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Today, the Station Complex consists of multiple uses:

• Rail service on platform levels is operated by Amtrak, SEPTA Regional Rail, and NJ Transit.

• Passenger concourses at ground and mezzanine floors provide:

• 30,000 SF of retail and dining• passenger circulation• ClubAcela lounge• ticketing and customer service• baggage• crew quarters • back-of-house functions

• Upper floors in the two towers consists of 280,000 SF of office space, occupied by Amtrak employees and the Centralized Traffic Control Center for the Northeast Corridor.

FUTURE OPPORTUNITY AND USAGE30th STREET STATION

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• Up to 83,000 SF of vacant/underutilized space is available for expansion

• Opportunities to increase the existing commercial footprint

• Potential for Amtrak to reduce office footprint at the station or potentially relocate

Unmet Potential:

Growth of daily rail ridership (Amtrak, SEPTA Regional Rail, and NJ TRANSIT) from 38,000 to upwards of 90,000

Daily foot traffic in and around the Station totals just over 100,000

Unmet retail spending potential of $200MM within the 30th Street Station area

Opportunities to better utilize the station to accommodate increases in ridership and tap into unmet commercial potential include:

STATION AND VICINITY PARTNER PROJECTS30th STREET STATION

• Historic Façade Restoration• Historic Windows & Doors Restoration• Station Plaza Planning & Design• New Concourse Planning & Design• Penn Coach Yard Programming Study• Passenger Information Displays• New fire alarm system

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Amtrak has invested over $85 million in Station improvements over the last two years:

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REQUEST FOR QUALIFICATIONSOverview

PROCUREMENT STRATEGY: THREE STAGES

Request for Qualifications (RFQ)RELEASED

Request for Proposals (RFP)

Review of teams’ financial and technical qualifications to deliver and project, along with their proposed approach to select a shortlist for the RFP stage.

SOLICITATION STRATEGYREQUEST FOR QUALIFICATIONS

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Shortlisted teams submit detailed proposals including development plan and schedule, financial bids, and proposed commercial structure.

PROCUREMENT STRATEGY: THREE STAGES

RFQ GOALSREQUEST FOR QUALIFICATIONS

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• Amtrak will review Statements of Qualifications from potential developer teams to determine capacity and experience in:

Developing and implementing projects of similar size, scope, complexity

Securing funding and financing required for a successful development

Designing, building, operating, and maintaining mixed-use and transit-oriented developments

• Get an understanding of each team’s proposed approach to station redevelopment, potential commercial structures and methods of driving value to Amtrak.

• Identify the financial capacity of potential bidders

• Ultimately short list a set of highly qualified teams capable of responding to a detailed Request for Proposals.

PRIMARY PROJECT ELEMENTSREQUEST FOR QUALIFICATIONS

JFK BLVD

MARKET STREET

A. Station Building

B. Surface Parking Lot

C. Station Plaza Basic Enhancements

D. Building HVAC & MEP Systems

E. Parcel 1

F. Station & Commercial O&M

C

A

B

DF

E

• Current Project scope includes all of the Primary Project Elements

• All elements are required, however not all elements need to be included in the first phase

• SOQ responses should include thoughts on phasing of the Project Elements as well as use types and commercial structures

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OPTIONAL PROJECT ELEMENTSREQUEST FOR QUALIFICATIONS

JFK BLVD

MARKETSTREET

G. Penn Coach Yard Air Rights Development

H. West Underground Concourse

I. Parking Garage

J. Full Development of Station Plaza

K. Station Modernization & State of Good Repair

G

H

K

J

I

• In addition to the Primary Elements, the Master Developer scope could include any number of Optional Project Elements

• Proposers should consider and include in SOQ response:

• use types,

• timeline of development,

• and overall feasibility of the Optional Project Elements

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COMMERCIAL STRUCTUREREQUEST FOR QUALIFICATIONS

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• Looking for options which fulfill project goals, while minimizing the Amtrak contribution to the Project

• Examples of potential commercial structures may include:• long-term concession• ground lease• joint venture• fee disposition of non-core assets

• For specific Amtrak occupied Station elements (e.g., office space, concourses, etc), Amtrak will also consider payment structures such as:

• availability payments• gross lease structures• rent with performance requirements

Amtrak is open to a range commercial structures and is asking for Respondents to provide feedback in the SOQ.

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SOQ EVALUATIONSubmittal Requirements & Evaluation Criteria

SCORING CRITERIASOQ EVALUATION

Pass / Fail Review• Required Forms• Financial Capability• Investment Availability

Proposer Structure & Experience

Approach to Project

30%

Proposer’s Financial Experience

30%40%

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PASS/FAIL REQUIREMENTSSOQ EVALUATION

• Proposers are directed to the Pass/Fail Criteria in Section 11.2.

• Failure to meet any of the criterion listed in 11.2 may result in discontinuation of evaluations and further consideration in the RFQ process.

• Criteria include:

• Completion of Forms

• Financial Capacity to complete the project

• Equity Letter of Intent

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Experience of proposer, consortia member firms, and team members:

• Executing comparable projects

• Working with passenger rail and/or transit operators, partner agencies

• Demonstrating successful management structure

• Working together

PROPOSER STRUCTURE & EXPERIENCESOQ EVALUATION

Proposer Structure & Experience

40%

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• Experience of proposer, consortia member firms, and team members:

• Securing conventional financing approaches

• Utilizing innovative financing approaches to execute projects

• Provide evidence of availability of funds through letters of intent from lenders and/or underwriters.

PROPOSER FINANCIAL EXPERIENCESOQ EVALUATION

Proposer’s Financial Experience

30%

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• Approach to the delivery of the Project:

• Aligns with Amtrak’s Project Goals• Identifies Project-specific risks and potential solutions • Recognizes the Station’s historic significance• Outlines a phased approach, sequence, schedule

• Addresses concessions management and non-rail operations and maintenance

• Integration with the surrounding neighborhood

• Commitment to DBE participation and employment opportunities

• Commercial structure that minimizes Amtrak contribution

• Framework for roles and responsibilities of key stakeholders

APPROACH TO PROJECTSOQ EVALUATION

Approach to Project

30%

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KEY RFQ DATESSOQ EVALUATION

ADDENDUM #1 ISSUEDAugust 31, 2017 – Tour date changed as noted below

DEADLINE FOR SCOPE FEEDBACKSeptember 29, 2017 by email to OwensCa@amtrak.com

SITE TOURWednesday October 11, 2017• Limit 2 attendees per organization

• Registration closed: contact Tania.Nikolic@Amtrak.com to check availability

QUESTIONS DUEOctober 12, 2017 by email to OwensCa@amtrak.com• All questions asked during this pre-proposal meeting and the subsequent site visit are for

informational purposes only. For a question to be considered official, it must be submitted in writing in accordance with the RFQ Instructions.

RFQ CLOSING DATEStatements of Qualifications (“SOQs”) due at 3pm, November 9, 2017

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SUBMITTAL REQUIREMENTSSOQ EVALUATION

• All SOQs must be submitted by 3pm on November 9, 2017. Please read these instructions carefully and follow them closely.

• 3 volumes – 10 hard copies of each • 2 USB flash drives

• Amtrak will evaluate the SOQs based on the process and criteria listed in Section 11 of the RFQ document.

• Respondents must limit discussion regarding this Solicitation to the Amtrak Contraction Agent.

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PROCUREMENT STRATEGY: THREE STAGES

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SOLICITATION SCHEDULESOQ EVALUATION

WINTER 2015

Amtrak identifies development

initiatives for its five major stations

SPRING 2017

RFQ & Project Scoping

AUGUST2017

RFQ Released to

Market

LATE FALL2017

SOQ Evaluation & Shortlist

WINTER2017/2018

RFP Review with

Shortlist

SUMMER2018

Proposal Evaluation &

Master Developer Selection

Shovel Ready Project for Phased Implementation

FALL2018

Commercial Close

SPRING2018

Final RFP to Shortlist

Confidential/Proprietary/Deliberative Process Materials. For internal use only.29

Pre-Proposal WebEx | August 5, 2016

REAL ESTATE TRANSACTIONADVISORY SERVICESImproving Performance and Value of Amtrak-owned Assets

QUESTIONS?Thank you.