Starfire Energy Proposal_Appendix

A CUSTOMIZED STRATEGY TO OPTIMIZE EFFICIENCY & DRIVE VALUE A REALITY MAKING SITE SELECTION

EXECUTIVE SUMMARY

5

PROJECT TEAM

7 8

PROJECT TEAM OVERVIEW

PROJECT TEAM DESCRIPTION

10

COLORADO MANUFACTURING EXPERIENCE

12

PROPOSED COSTS

SCOPE OF WORK

15 18 19

SITE SELECTION

TRANSACTION MANAGEMENT

BUSINESS INCENTIVES

20

PROJECT MANAGEMENT

27

PROJECT TIMELINE

29

WHY C&W

APPENDIX 30 TABLE OF CONTENTS

We engaged C&W to assist us with site selection and transaction management services for our new 135,000 SF headquarter manufacturing facility in Colorado. The team’s in-depth knowledge in both on and off market development sites throughout the Front Range proved vital to our process. The team negotiated favorable terms on the land acquisition, coordinated the selection of the development/construction team, and completed the disposition of our current facility under strong economic terms with built-in flexibility for our relocation. Ultimately, C&W was an invaluable resource to our company throughout the entire build-to-suit process and I would highly recommend their services to anyone. Robert Vacek President & CEO, WIC

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EXECUTIVE SUMMARY

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EXECUTIVE SUMMARY

Starfire Energy –

On behalf of Cushman & Wakefield (C&W) and our entire project team, we are thrilled to present our real estate site selection proposal for Starfire Energy’s new manufacturing facility. Our team’s primary differentiators include the deepest bench and most experience in manufacturing requirements across the Front Range, manufacturing design expertise , and an integrated site selection team that provides a single point of contact based in Denver. COLORADO MANUFACTURING EXPERIENCE Based on our understanding, Starfire’s new manufacturing facility will likely be located within 1.5 hours of Denver. As a result, it will be critical to the success of your business and execution of this project to have a team that has the experience and market knowledge across the entire Front Range from Colorado Springs to Fort Collins. There is no doubt that Cushman & Wakefield has the deepest bench and has completed the most manufacturing transactions across the entire Front Range ( click here for complete list). It’s safe to say there is a 50/50 chance that the site that you select will be an “off market” opportunity, so we will engage all our 91 brokers across the Front Range to identity all off/on market opportunities. MANUFACTURING DESIGN EXPERTISE There is not another project management team that can manage the construction of the facility, but also be instrumental in the up-front design and optimization of the manufacturing floor. Click here to view the depth to which our team works to understand and execute this project. We respect you have already engaged a consultant to help you this area, but Jon Zimmerman can be an extra set of eyers or drive this entire process and deliver a detailed architectural plan that will be unlike anything our competitors can deliver. INTEGRATED SITE SELECTION TEAM Our scope of work includes location selection advisory, incentives procurement, and transaction management services (collectively referred to as our Integrated Site Selection Process). This integrated approach ensures seamless coordination of these three primary workstreams (with designated leads for each) which is critical for speed to market and overall success of the project. Ultimately, you will have a single point of contact (Steve Billigmeier) who will lead the project and integrate all of the service lines opposed to Starfire spending critical time and resources managing multiple vendor relationship. We trust that this proposal provides a greater understanding of how excited we are to become your partner on this journey. Please do not hesitate to contact us with any further questions or comments.

Sincerely,

Steve J. Billigmeier – Project Lead & Integrator Vice Chairman – C&W Tenant Advisory Group

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PROJECT TEAM

Due to rapid national growth, Prescient Manufacturing needed to make a significant expansion in our real estate in order to optimize production and allow for product staging prior to delivery. C&W worked quickly to explore existing real estate options while also underwriting new construction build-to-suits. Ultimately, C&W identified a 124,000 square foot, 11 acre off-market opportunity that was an ideal fit functionally for the operations, but was limited due to various zoning and municipal restrictions. The team was able to successfully leverage relationships within the local Economic Development Authority thus expediting this process and in turn negotiating a below market long term lease for the client.

David Nucifora CFO, Prescient

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PROJECT TEAM

PROJECT TEAM OVERVIEW

PROJECT LEAD & INTEGRATOR

STEVE BILLIGMEIER VICE CHAIRMAN

SITE SELECTION & BUSINESS INCENTIVES

DREW MCMANUS LOCAL SITE SELECTION

ROB BAIN LOCAL SITE SELECTION

BRAD MIGDAL BUSINESS INCENTIVES

DEVELOPMENT CONSULTING

ERIK PETERSON LOCAL PROJECT MANAGEMENT

JON ZIMMERMAN MANUFACTURING DESIGN

ANCILLARY SERVICE OFFERINGS

Financial Analysis & Reporting

Corporate Capital Markets

Debt Procurement Services

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PROJECT TEAM OVERVIEW In addition to the core team, Cushman & Wakefield offers unmatched Front Range coverage. Our geographic reach allows us to uncover off-market opportunities that our competitors may overlook.

SITE SELECTION, TRANSACTION MANAGEMENT, & BUSINESS INCENTIVES We understand the complexity, risk calculus, and capital investment associated with this project. Steve Billigmeier, the Project Lead for this requirement, has extensive experience across Colorado and is uniquely positioned to leverage Cushman & Wakefield’s platform given his 20+ year tenure & experience with the dedicated Project Team. By partnering with Drew McManus & Rob Bain, both local transactional experts, the Project Team offers unparalleled manufacturing experience throughout the Front Range, which is outlined further in subsequent pages. C&W further separates itself from other competitors due to its coverage spanning from Colorado Springs to Fort Collins with physical office locations in each market. Additionally, C&W’s Business Incentives group, led by Brad Migdal, will work in tandem with the site selection team to identify, evaluate, and negotiate incentives in all formats – grants, tax reductions, infrastructure improvements, etc. With extensive experience on manufacturing projects, our team will ensure we maximize economic value for this project with streamlined and high-level economic development strategy.

66 DENVER BROKERS 16 FT. COLLINS BROKERS 9 CO SPRINGS BROKERS

18 DENVER BROKERS 0 FT. COLLINS BROKERS 0 CO SPRINGS BROKERS

55 DENVER BROKERS 0 FT. COLLINS BROKERS 0 CO SPRINGS BROKERS

PROJECT TEAM DESCRIPTION As illustrated on the previous page, the team assembled for this project was specifically gathered based on background and experience. Team members were chosen to provide world class site selection, transaction management, incentives procurement, and project development services.

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Corporate Capital Markets – C&W provides corporate occupiers and owners with real estate solutions created and executed to yield optimum results by arbitraging corporate credit and real estate market underwriting. Our customized advisory services and financing solutions provide our clients with key advantages to meet their objectives. Our full-spectrum financial services platform provides clients with customized and integrated capital solutions for all asset classes. A deep understanding of the capital stack allows us to structure optimal strategies and negotiate the best terms for each transaction. Debt Procurement Services – C&W’s Debt professionals deliver comprehensive, creative solutions for any financing and equity structuring needs. We have a demonstrated track record of providing customized advisory and integrated capital solutions that maximize value and transaction terms. Our long-standing position in both the debt and equity markets allows access to a diverse array of global capital resources to execute transactions for every type of real estate asset.

PROJECT MANAGEMENT Cushman & Wakefield offers a diverse team of project managers who offer a high level of relevant expertise. Specifically, Jon Zimmerman & Erik Peterson, who will service as co-leads for this project if selected, have extensive manufacturing experience and understand how to deliver ground-up as well as T.I. manufacturing projects, with a particular focus on growing companies who are looking to scale. Jon Zimmerman brings 35+ years of manufacturing planning experience specializing in assisting companies integrate all business operations cohesively into new facilities. His service offerings, commonly referred to as ‘Project Management Plus’, provide a differentiating approach given Jon’s ability to align operation goals with financial & timing constraints. Locally, Erik Petersen will service as Starfire’s day-to-day contact pertaining to vendor interviews, coordination, & project oversight. ANCILLARY SERVICES Financial Analysis & Reporting – C&W’s financial reporting team will work in tandem with the Project Team to lead financial analysis and guidance required for executive-level decision making and transaction execution throughout all phases of the project. The team will perform comparative market analyses of potential solutions including cash flow, income statement, and balance sheet impact to conform to Starfire’s financial methodologies.

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CUSHMAN & WAKEFIELD MANUFACTURING EXPERIENCE

COMPANY

CITY

SIZE

COMPANY

CITY

SIZE

1

33

Amprius Technologies Brighton

775,000 SF

Dama Manufacturing Greeley

76,352 SF

2

34

ConAgra

Denver

360,118 SF

Solid Power

Thornton

75,022 SF

3

35

Ball Corporation

Golden

330,814 SF

Euramax International

Loveland

70,362 SF

4

36

PFG

Commerce City 274,992 SF

UFPI

Aurora

70,080 SF

5

37

RK Mechanical

Denver

271,000 SF

Sierra Space

Broomfield 69,674 SF

6

38

Americold

Brighton

243,000 SF

Danone

Louisville

69,469 SF

7

39

Sierra Nevada

CO Springs

226,890 SF

Graphic Packaging Int.

Louisville

68,749 SF

8

40

ML Holdings

Henderson

179,832 SF

Boeing

CO Springs

67,736 SF

9

41

Pfizer

Boulder

151,384 SF

Encore Electric

Aurora

67,000 SF

10

42

Colorado Salt

Denver

140,683 SF

8G Solutions

Englewood 67,000 SF

11

43

Quartus Engineering Denver

140,000 SF

CQP

Aurora

66,961 SF

12

44

United Power

Longmont

130,117 SF

GE Lighting

Longmont

62,051 SF

13

45

Sierra Space

Louisville

126,300 SF

Beehive3D

Centennial

60,134 SF

14

46

Advanced Energy

Fort Collins

125,000 SF

Wastequip Manufacturing Arvada

60,000 SF

15

47

Fabco

Denver

121,823 SF

Truatman & Shreve

Aurora

59,291 SF

16

48

Saschco

Thornton

121,000 SF

Quicksilver Scientific

Louisville

59,137 SF

17

49

Prescient Manufacturing Arvada

120,000 SF

Intersand America

Windsor

58,296 SF

18

50

BSI

Denver

117,000 SF

Horizon Glass

Denver

55,000 SF

19

51

Plastics Design & Manu.

Centennial

112,500 SF

PHIM

Denver

54,374 SF

20

52

WIC

Aurora

110,000 SF

Robinson Dairy

Denver

54,272 SF

21

53

Condit Exhibits

Denver

110,000 SF

Granite World

Denver

49,054 SF

22

54

Keystone Towers

Denver

108,937 SF

WIC

Denver

47,384 SF

23

55

MSI

Aurora

97,656 SF

Limtronik

Aurora

43,352 SF

24

56

Conceal Fab

CO Springs

97,000 SF

EnerSys

Longmont

41,496 SF

25

57

Servetech

Louisville

95,000 SF

Newcomb Spring

Denver

41,446 SF

26

58

IPS

Denver

92,670 SF

Rockfront

Denver

40,959 SF

27

59

Sierra Space

Louisville

92,365 SF

Primus Aerospace

Lakewood

40,141 SF

28

60

UE Compression

Henderson

87,974 SF

Aramark Uniforms

Denver

35,657 SF

29

61

United States Gypsum Denver

86,200 SF

Elkay Plastics

Aurora

32,106 SF

30

62

Spring Fabs

Westminster

84,895 SF

Front Range Stone

Englewood 30,340 SF

31

63

JR Butler

Englewood 81,282 SF

Parkway Products

Loveland

30,152 SF

32

Boom Supersonic

Centennial

79,902 SF

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14

49

35 63

33

44

56

12

9

34

6

1

16

2 5

10

8

13 25 27

30

48

4

11

15 26

28

37

38 39

57 22

53 18

17

29 60

46

21

51

3

36 23 41 47

20

54

61

59

52

58

62

50

43 55

19

31 42 45

32

24

40

7

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PROPOSED COSTS - SITE SELECTION & BUSINESS INCENTIVES If selected for all services outlined, C&W will absorb the Site Selection fee ($40,000 - $60,000), Manufacturing Design & Planning fee ($32,000), and Development Consulting fee ($45,000). Further, Business Incentives fees and Design & Construction Oversight + Tenant Improvements fees shall be reduced by 10%.

Estimated Investment

Service

Description

Paid By

Pricing Methodology

$40,000 - $60,000 (One-Time Fee)

Full market screening and scorecard process to determine viable markets and sites for facility

If C&W is hired to provide transactional management & incentives procurement services, site selection fees will be waived entirely. Typical pricing ranges from $40,000 - $60,000 for this process.

Site Selection

N/A

Free if hired for all services

For a lease transaction , the Transaction Team would be compensated by the property owner payable upon successful completion of a lease transaction, at the market rate as applicable for each particular market. The compensation structure, once determined for each market under consideration, will be communicated to the Starfire Energy team. For a sale transaction , the Transaction Team would typically be compensated by a sale commission payable by the seller through escrow; or by Starfire Energy if and only if the characteristics of that particular market dictate the Buyer Pay model. The compensation model, once determined for each market under consideration, will be communicated to the Starfire Energy team.

Transaction Management

Procurement of real estate solution

Landlord or Developer

TBD

TBD (Success Fee)

Evaluation, negotiation, and successful procurement of incentives in candidate markets

We have provided multiple pricing & timing structures for C&W’s incentive negotiation services. Please click here for further detail.

Business Incentives

Starfire Energy

10% reduction if hired for all services

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PROPOSED COSTS - PROJECT MANAGEMENT

Estimated Investment

Service

Description

Paid By

Pricing Methodology

$32,000 (One-Time Fee)

• Base Information Collection & CAD Creation – $9,000 • Detailed Programming – $4,000 • Collaborative Workshops - $23,500 • Closeout - $2,500

Project Management (Manufacturing

Comprehensive up front design planning to maximize the efficiency of the future building

Starfire Energy

Design & Planning)

Free if hired for all services

$45,000 (One-Time Fee)

Coordinate & assist contracting with developer and architectural & engineering services for full build.

Project Management (Development Consulting)

One-time flat fee to establish the design architect & developer engagement.

Starfire Energy

Free if hired for all services

Provide oversight of the development and T.I. design, through permitting, while also providing oversight of the developer for both core/shell delivery and interior tenant improvements.

Project Management (Design & Construction Oversight + Tenant Improvements)

$21,500/Month

This monthly price commences at the time of engagement during Development Consulting through completion of the project.

Starfire Energy

10% reduction if hired for all services

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SCOPE OF WORK

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SITE SELECTION While we recognize an exhaustive multi-state site selection process may not be necessary for this requirement, we chose to highlight C&W’s capabilities should Starfire request assistance upon commencing the project. C&W’s site selection process incorporates hundreds of data points into market screening and score-carding. Per our understanding, business incentives & land / real estate viability considerations are of utmost importance to Starfire. We’ve outlined this criteria along with some additional key site selection categories here (note this list is not exhaustive and can be customized to Starfire’s specific drivers).

CATEGORY

METRIC

Materiality and application of business incentives Cost of labor for each relevant hiring category Cost of real estate and capital improvements Transport costs Cost of utilities Corporate tax environment: income, sales, property taxes Business friendly climate

Cost & Ease of Doing Business

Proximity to large clients Proximity to natural resources Supply Chain considerations: supplier/customer locations Supply Chain considerations: proximity to transportation/rail/ports/etc.

Accessibility & Supply Chain

Availability of viable real estate solutions Timeline of permitting process

Speed to Market

Developer readiness Overall Infrastructure Non-financial government incentives: land grants, expedited permitting, utilities/infrastructure, etc.

Natural hazard/disaster risk Humidity Availability of water and other critical resources

Natural Environment

Key labor pool size by market for each relevant hiring category Key labor pool density by market for each relevant hiring category Hiring competition and presence of competitors/peer companies Job postings vs hiring volume by market

Labor/Talent

Skills assessment: detailed talent insights to identify current and future skills gaps and competitor analysis Diversity - presence of underrepresented communities and women in key hiring categories in market Submarket trends - commute patterns, density of talent, etc. Higher education pipeline: number of graduates, collaboration opportunities, trade programs, upskilling, etc.

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SITE SELECTION DATA We use best-in-class datasets in our location strategy and site selection process. A sample of those tools and associated capability/update cadence is here:

FREQUENCY OF UPDATE

TOOL

TOOL CAPABILITY

Workforce supply, demand and talent pool profile data and analytics.

Lightcast

Quarterly

Real time talent intelligence data from LinkedIn database

LinkedIn Talent Insights

Continuous

Terrain Analytics

Weekly

Workforce analytics, diversity, cost

ERI

Monthly

Salary and wage benchmarking by city

Customized C&W Industrial Site Selection app showing availability of manufacturing talent, rail and port networks, location of major logistics, providers, demographic data and any other custom layers important to Starfire.

Esri

Annually - midyear

CoStar

Continuous

U.S. property data subscription service

Data platform that uses mobile location data to track visitors, employees and residents for a location used for trade analysis, visitor journeys, demographic segmentation, neighborhood assessment, traffic and more. Global deal database tracking real-time financial incentives awarded to companies for foreign and domestic investment projects

Placer.ai

Monthly/Weekly

Wavteq

Monthly

Moody's

Monthly

Comprehensive economic data and forecasts

Proprietary C&W database of real estate statistics and comps

Site Solutions

Continuous

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SCOPE OF WORK

MARKET/SITE EVALUATION & DECISION SUPPORT Our integrated site selection process incorporates interactive models that provide a data foundation for an eventual location and site decision. These decision support tools allow for comparison of candidate markets and sites as well as sensitivity analysis by changing weightings of all input criteria. Additionally, the output from this process is board-ready deliverables supporting the location decision.

The Cushman & Wakefield team represented VF Corp on a significant global headquarters relocation that included multiple service lines, product types, and alignment of key stakeholders that culminated in over 400,000 SF of new facilities in the Denver metro area. Their team provided strong representation of VF Corp’s interest throughout the process, but most importantly, delivered on a highly complicated requirement with seamless execution . This was an extremely important project that established VF’s new home in Colorado. Rob Kock Senior Director, VF

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TRANSACTION MANAGEMENT Due to the size & overall scope of the proposed facility, it’s imperative both on & off market opportunities are uncovered throughout the search process. Once the facility & land plot size has been determined, Steve, Drew, & Rob will work in tandem with C&W’s Colorado Springs & Fort Collins’ offices to locate any off-market opportunities that aren’t formally being marketed for sale / lease throughout the Front Range. With over 90 brokers throughout Colorado, C&W is uniquely positioned to locate ALL viable opportunities for Starfire’s consideration. Throughout the vetting phase, the Project Team will create a customized real estate feasibility evaluation of potential sites / buildings to include the following as appropriate: • General location attributes such as soft-support for production and manufacturing facilities • Access to transportation nodes, railways, ports, and interstates

• Zoning and entitlements support in key industrial areas • Local permitting processes • Quantity of potential sites, existing facilities and under construction buildings that could potentially meet project objectives The real estate feasibility study is an iterative process that starts after identifying potential sites that meet labor and workforce requirements. This study will also be conducted in parallel to the incentives feasibility study. As both studies complete, C&W will combine all relevant data into integrated deliverables for a holistic view of the top candidate market locations and all of the appropriate attributes. Each market location will be benchmarked against each other with scorecards. As it relates to deal structure itself, the options below represent various transaction structures Starfire could utilize to finance this project.

BUILD-TO-SUIT FINANCING ALTERNATIVES

Benefits: Investor fully funds construction and takes forward pricing risk Risks: Forward premium required by Investor (to compensate for construction and timing risk) means rent could be higher than in the Post Construction Sale-leaseback scenario. The opposite could be also true if there are material changes in capital markets environment.

1. Forward Take-Out / Fee Developer • Company identifies a BTS site that it controls

• C&W markets the BTS opportunity to the net lease community on behalf of Company, selects an investor and negotiates a lease • Company simultaneously selects a developer who will construct the facility for a fee; Developer executes Construction Agency Agreement with Investor • Upon lease execution, investor funds construction of facility and upon construction completion, Company begins paying rent 2. Post-Construction Sale-Leaseback / Fee Developer • Company identifies and purchases a BTS site which they control • Company selects a developer who will construct the facility for a fee • Company fully funds construction (on balance sheet) and upon construction completion markets, sells and leases back the facility to an investor 3. Developer Lease • Company identifies a developer-controlled BTS site or selects developer to purchase identified site • Company negotiates a lease and development agreement with developer • Upon lease execution, developer constructs the facility for Company • Developer maintains ownership and may retain ownership or sell to an investor upon construction completion

Benefits: No forward premium paid to Investor Risks: Company fully funds construction (on balance sheet) and takes forward pricing risk

Benefits: Developer takes forward pricing and construction risk Risks: Likely the highest cost scenario to Company as a result of the leverage a developer could exercise via control of the desired site. Developer would require a spread between yield-on-cost (used to compute rent) and the underwritten cap rate resulting in additional developer profit and higher rent for Company

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BUSINESS INCENTIVES Capital intensive requirements, such as the project Starfire is undertaking, can potentially create a financial strain on the company’s Profit & Loss Statement. Starfire will spend significant up-front capital to establish and construct the new facility and recruit / hire new talent. This investment outflow will occur prior to the facility generating new revenues, which causes inherent financial and timing risk. Due to years of experiences & hundreds of successful case studies, C&W, and specifically Brad, understands that risk, and excels at identifying the best economic development and government partners to help mitigate these challenges. Brad maintains strong engagement with public & private partnerships and incentives granting agencies across the country at all levels, including Mayors, Governors, & lobbyists in D.C. Starfire’s presence in a particular location has tremendous financial implications not only for Starfire, but also for the local municipality, state, and utilities. Brad will utilize a Profit & Loss Statement approach to incentive negotiations to allow Starfire the ability to understand the costs to establish and operate a facility in each market along with the estimate revenue streams generated by the state and local governments as a result of the new investment and job creation. Brad’s incentive negotiation approach is customized for each market being evaluated based upon those costs and revenue streams. This process ensures that the applicable agencies develop an incentive package that truly benefits the company both from a short- and long-term perspective. In addition to state and local agencies, Brad evaluates & determines the applicability of federal incentive opportunities either based upon the real estate location (e.g. New Markets Tax Credits) or working with specific federal agencies such as DOE where the grants could be appropriate and applicable.

Further, C&W understands that an incentive only has value if it is captured and realized by Starfire. If requested, C&W can manage the incentive compliance for Starfire to ensure the economic development and government agencies achieve their commitments to the project. The C&W incentives team has developed an in-house proprietary incentive compliance platform that will support the realization of the incentives by Starfire, thus giving Starfire an on-line portal for real-timing incentive tracking and incentive reporting. HOW WE CAN HELP • Evaluate and estimate the tax and operating cost impacts for each location being evaluated • Identify potential hurdles/opportunities available in each market • Develop a comprehensive negotiation strategy based on the project scope and the project’s financial impacts in each market • Expertly engage local, state and federal officials and economic development agencies through our time-tested relationships • Identify utility partners to support initial infrastructure requirements and on-going operating costs • Effectively compare multiple incentive offers against a wide range of quantitative and qualitative factors and benchmark incentive awards against • Negotiate to ensure all possible benefits are secured • Lead the incentive approval efforts to achieve full incentive approvals prior to executing any real estate transaction or public announcement • Coordinate public announcements with state and local Governor’s and Mayor’s offices

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SCOPE OF WORK

HOW WE CAN HELP CONT’D • Monitor terms for compliance • Provide a seamless connection to a full range of in-house services including brokerage and construction management

COST-MITIGATION AND INCENTIVE PROGRAMS MAY INCLUDE

• Recruitment and training assistance • Expedited permitting, zoning and variance support • Building permit and impact fee relief • Federal incentives

• Free or discounted land • Utility and transportation infrastructure support • Cash grants to support capital investment • Construction sales tax relief • Operating cost relief » Property, sales, income/excise tax » Utility usage cost reductions » Local gross receipts tax

DRIVING

PROJECT MANAGEMENT

1. Initiation • Cushman & Wakefield Contract • Project Understanding

2. Strategic Planning • Project/ Program Definition • Cost Benefit

3. Site Determination • Market Survey • Preliminary Site Due Diligence, Entitlements and Incentives

5. Site Selection

4. Concept Development

• Incentives Site Due Diligence Traffic, Geotech, Environmental,

• •

• Programming • Masterplan • Concept Design • Budget • Schedule

• Administration • Project Charter

Permitting, Utilities, FAR

Site Negotiations

6. Entitlements

7a. Design Process • Final Team Selection • Schematic Design • Design Development • Construction Documents • Tenant Interiors

7b. Pre-Construction • Cost Estimates • Schedules • General Contractor Bid and Contract

9. Closeout

8. Construction, Occupancy & Coordination • Construction Administration • Occupancy Coordination: FF&E Administration • Occupancy Coordination: IT Administration • Move Management • Commissioning Systems

• Land use and offsite approvals • Architectural Review • Finalize Incentives

• Closeout Contracts • Acceptance inspections • Final Systems Testing • Punchlists • Attic Stock • O/M Manuals &Warranties

Cushman & Wakefield

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PROJECT MANAGEMENT – MANUFACTURING DESIGN & PLANNING (2) Both Jon Zimmerman & Erik Petersen bring certain expertise to this project that will expedite the timeline and mitigate future construction challenges. As it pertains to Jon’s capabilities, he’ll first observe and review Starfire’s existing operations in the pilot plant to develop an initial understanding of the functionality, processes, workflows, bottlenecks, environmental requirements and operational equipment used. During this time, he will collectively discuss the functionality and what has worked well, what hasn’t worked well, constraints, lessons learned, future operations, etc. Based on this initial understanding, Jon will work to: • Understand the operational requirements • Quantify the equipment and functionality of the process driven areas • Quantify assembly cells and associated crane requirements • Define future needs to be accommodated as a part of this effort • Define the movements of material, WIP, etc. • Define the operating environment for each area • Quantify storage and staging areas • Provide basic racking and floor pallet layouts to generally quantify pallet count • Provide basic layout for ancillary spaces such as QC lab, maintenance, etc. • Develop an office program (Excel spreadsheet) to define the office needs and provide one layout of the office areas to further refine the project cost. This information will help define the requirements and how the functional areas will be operationally arranged in the new facility. It is anticipated one building plan and one site plan will be derived defining the interior arrangement of equipment and

process flows as well as exterior equipment, yards, container storage, etc. These documents will be provided for review and approval by Starfire Energy. It is important to also note this work should be completed before the overall project commences. Typically an architect struggles to get through the detailed planning phase for the operational, functional, and process driven areas, however they charge a fee nonetheless for their efforts. Therefore, the scope and offsetting fee associated with this proposal would be expended regardless, but with significantly higher confidence, reduced risks, and offset costs utilizing Cushman & Wakefield. Jon’s typical order of operations are as follows: Collecting Base Information It is assumed equipment CAD files will be provided for all process and assembly equipment for C&W’s use. Once received, Jon will convert these CAD files and create CAD blocks for his use during the workshops. Starfire Energy will provide the required infrastructure for a single point of connection for all equipment or functional area. This will be included in a utility matrix provided by Starfire Energy. Programming Jon will meet with appropriate representatives of Starfire Energy to discuss the requirements, functionality, and overall operations of the operational areas. In addition, he will work to understand the goals, phasing, and functional needs for each area and how they interrelate. From this, he will develop an understanding of the operational requirements and how the functions and equipment will be accommodated. Jon will coordinate a time with Starfire Energy to observe the existing operations. This allows him to understand the processes more completely, how the operational areas function, what equipment is used, distribution of utilities, staging and movements of WIP, crane pick requirements, required adjacencies, etc.

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SCOPE OF WORK

Collaborative Workshop The Collaborative Workshop is a highly unique tool which combines Jon’s extensive knowledge and unique experience with process driven technical operations, his ability to plan process driven requirements, and the specific knowledge of the user. This iterative tool provides stakeholders a broader range of possible solutions for consideration in real-time as solutions are prepared digitally and projected on the screen. This not only builds confidence in the final solution but also accelerates the schedule and avoids the typical issues during design and construction of technical assembly, manufacturing and process driven spaces. During the Collaborative Workshops, the proposed location and orientation of the equipment and functional areas are displayed on the screen in a room with the stakeholders. The process begins by discussing what current operations work well, what the existing constraints are, perceived opportunities, and future expansion requirements, etc. In addition, Jon will define and discuss the functional areas, the equipment, and the operational and environmental requirements. Utilizing AutoCAD, Jon will lead the team through six workshops to demonstrate possible solutions for consideration, brainstorming and visioning. Each workshop will be three to four hours duration. The process, assembly and ancillary equipment will be placed and oriented to show the arrangement of equipment, required clearances, process flows, adjacencies, WIP and movement of staff between functional areas, loading of raw material, egress, etc. Each solution will be discussed and evaluated as the equipment is placed in the plan live on the screen and manipulated in real-time based on input from the team. As the options and alternates are worked through a cohesive plan will emerge. Additional ideas will be considered as the plan is confirmed and finalized. As we plan, we also consider

constructability, general cost drivers, building codes and phasing which makes the final plan completely viable. Once the plan is finalized it will provide the basis for completion of these areas by the Architect of Record. No effort is included for the offices and other ancillary areas except as noted above. After the planning is complete, Jon will provide pricing notes on the final plans which can be used to prepare a realistic project cost and schedule early in the life of the project by Erik Petersen, based here in Denver. In addition, Jon will provide our CAD file to members of the team for their exclusive use without cost assuming our CAD file release document is agreed to and signed by all parties. This allows the delivery team to quickly engage in the project and help reduce the overall schedule. It is understood that manufacturing and process driven facilities often have hazardous materials that exceed the limits of the Building Codes and potentially become H-occupancies. Since this cannot be determined until the hazardous materials are classified and a report prepared, we assume for planning purposes the occupancies will be B, F and S only. Project Closeout After completion of the scope above and issuance of documents for costing and scheduling, Jon Zimmerman will be available for questions and other general assistance. After this, the scope of this proposal will be complete.

22 STARFIRE ENERGY Proposal for Real Estate Services

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SCOPE OF WORK

Building Design & Requirements • Source & engage planning, architectural, and engineering consultants to prepare detailed program requirements following industrial planning activities. • Verify project goals surrounding cost, schedule, and physical requirements through a series of structured meetings with Starfire. • Identify major project constraints including entitlement, traffic, geotechnical, environmental, permitting and utility issues. Feasibility Analysis • Assist Starfire in engaging, managing, and contracting with Starfire’s consultant(s) to identify and evaluate technical issues that may impact the project. • Engage and manage Starfire’s consultants to investigate and recommend course(s) of action to development alternatives including zoning issues, environmental actions, architectural design, and construction issues that may impact the project development. • Assist with initial financial and development analyses and sensitivities regarding development options and opportunities and make recommendations based upon the potential risk and return for the various alternative development schemes. Site Selection • Assist transaction team with evaluating proposed sites and make appropriate recommendations. • Manage site due diligence including onboarding Starfire’s vendors and service providers for site survey, zoning, FAR/density, environmental, geo-technical, traffic, wetland/flood plain, storm water and site utilities.

PROJECT MANAGEMENT – DEVELOPMENT MANAGEMENT (#1 – 4) Following Project Closeout, Erik will then take the lead locally by commencing the Development Management process, which includes the services below: Administration • Schedule regular project meetings where an ongoing review of the project is presented to the Starfire’s designated representatives. • Represent Starfire in negotiations and completion of contract terms and legal documents. • Prepare & periodically update a detailed project budget to include legal fees, site development costs, permit and governmental impact fees, design and soft costs, and construction, while also recommending appropriate levels of contingency to carry during each phase of the project. • Prepare and periodically update a project schedule. • Attend and represent Starfire’s interests in project meetings and presentations, while also reporting critical issues to Starfire and recommending actions to be taken by Starfire. • Initiate a reporting procedure and provide Starfire with regular reports in an agreed upon format on project progress and schedule. • Maintain project records including file correspondence, directives, and meeting minutes. • Maintain a record of contracts, drawings and specifications, technical standards and operating manuals. • Explain important project-related issues before critical project decisions are made

Proposal for Real Estate Services STARFIRE ENERGY 23

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SCOPE OF WORK

Developer Selection • Pre-qualify developers, issue developer RFQ/ RFPs, and manage the selection process. • Review plans, specifications, schedule, and financial proposal to ensure conformance with project goals and objectives. • Initiate developer review meetings, issue analytical reports, and make recommendations for short lists and final developer selection. • Provide guidance with negotiations of Final Development Agreement with chosen developer and oversee the assembly of developers team to best represent the interests of Starfire. • Monitor developer’s progress in securing land and report progress to Starfire. • Monitor and review developer’s progress on performing due diligence and advise Starfire of progress and any unforeseen conditions. • Monitor developer’s progress in obtaining all required zoning, site plan, municipal, permits or other required entitlement approvals to meet Starfire’s goals and schedule. • Represent Starfire, as required, at any government hearings or meetings required to obtain entitlements. Financing • Monitor developer’s progress in securing all required equity and debt financing and report any problems or inconsistencies with project goals and schedule to Starfire.

Administration • Prepare and distribute monthly executive summary reports that include (1) an overview of the current stage of the project, (2) commentary on current issues and concerns, (3) an assessment of the actual versus projected process and (4) budget status and trend reporting for anticipated costs within and outside the developer’s development budget. • Act as a conduit for communication and resolution of the day-to-day queries and issues that arise on the project. • Meet regularly with Starfire to advise on key issues and recommend action to be taken by Starfire. Coordinate Starfire involvement throughout the design and construction process to ensure positive engagement, buy-in to results, necessary support and responsive decision making as required to support the demands of the project. • Attend all meetings with the developer, prepare meeting minutes, and monthly reports summarizing their progress. • Create a budget for project costs outside the developer’s development budget and monitor commitments and expenditures against this budget, reporting status monthly. • Coordinate and review all funding requests by the developer. Review documents indicating work is complete and any required funds from the Client are justified, if required. • Review any disputed issues, provide feedback, and represent Starfire’s interests in resolving of any claims and disputes.

PROJECT MANAGEMENT – DESIGN & CONSTRUCTION OVERSIGHT + TENANT IMPROVEMENTS (#5 – 9)

Upon successful procurement of a developer, Erik will then lead the ongoing oversight of the design & construction in conjunction with the development team to include the services below:

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SCOPE OF WORK

Design Oversight • Determine the responsibility for core & shell design team, and document roles and responsibilities for the work, including coordination thereof. • Provide advice on developer selection and engagement of architectural and engineering (“A&E”) team and related consultants to ensure compliance with all project goals and objectives. • Identify long lead items in the design process to facilitate developer and Starfire’s vendors conforming to project schedule. • Manage, as required, Starfire’s architects, engineers, and vendors and coordinate their work with developer’s project team. • Work with Starfire and developer to create and implement a list of sustainability goals and strategies for the project to obtain Starfire’s desired LEED (or other) certification level, as required. • Represent Starfire in reviewing and commenting on all design documents prepared by developer and coordinate the implementation of any changes requested by Starfire and report any impacts on budget and schedule. • Present applicable drawings, plans, specifications and designs for approval by Starfire. • Work with the developer and Starfire’s project team to produce a tenant-work schedule including all development work, utilities and Tenant Improvements to establish a firm, realistic occupancy date. Development Construction Oversight • Determine the responsibility for Core & Shell Construction and expected deliverables, document roles and responsibilities for the work, including coordination thereof.

• Coordinate Starfire’s involvement throughout the contractor selection, bidding, and construction processes to enable positive engagement, buy-in to results, necessary support and responsive decision making as required to support the demands of the project. • Initiate a reporting procedure and receive regular periodic reports from the developer in agreed format covering project process, issues, budget, and schedule. • Inform and guide negotiations along with Starfire’s counsel to reach agreement with the developer on completion guarantees that include a GMP from the contractor, budget guarantees for costs outside the GMP, commitments to critical schedule parameters, and clear definition of the ultimate product to be delivered. • Attend the regular meetings at the job site to include all Starfire and contractor representatives and consultants, as appropriate. Discuss job progress. Track and record decisions. Review the progress for work and services being performed and of goods provided for the project. Report critical issues to the Client and recommend action to be taken. • Review the construction documents, shop drawings, product data, and samples proposed by the developer for compliance with the client’s requirements, coordinating detailed review, and approval by Starfire, as appropriate. • Coordinate with developer in the selection of independent testing and commissioning agencies. As appropriate, coordinate their work, and/or review their reports and make recommendations regarding their findings. • Review change orders proposed by the developer and make recommendations to Starfire regarding approval.

Proposal for Real Estate Services STARFIRE ENERGY 25

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SCOPE OF WORK

FF&E/Technology Infrastructure Design and Implementation Phase • Oversee FF&E/Technology infrastructure design consultants • Identify and recommend FF&E/Technology infrastructure long lead delivery materials and systems • Assist client in contractor selections, negotiations and contract administration • Coordinate and oversee FF&E/Technology infrastructure installations • FF&E/Technology infrastructure contracts progress reporting and issue resolution • Manage billing review and approvals • Field observation and quality control review Move Coordination Phase (excludes Move Management) • Assist client in move contractors selection and onboarding • Industrial equipment, FF&E, etc… • Contract administration • Coordinate and oversee third party move contractor • Move contractor progress reporting and issue resolution Project Close-Out and Quality Assurance Phase • Coordinate project acceptance and punch list • Coordinate and monitor securing project completion documentation • Manage contract close-out process for all contracts • Assemble final billing process • Develop and issue final project summary report

Once the building & site has been identified & solidified, Erik will lead the interior construction efforts as outlined below:

Tenant Improvement Design Planning, Engineering, & Early Procurement Phase • Design team contract negotiations and contract administration • Onboard 3rd party MEP commissioning agent and 3rd party inspectors • Identify, recommend, and release long lead delivery materials and systems • Assist in permit coordination and municipal approvals • Assist Starfire in construction contractor selection and contract negotiations • Assist Starfire in vendor selection and contract negotiations • Contract administration • Manage and track master budget and schedule (on-going throughout project) Construction Implementation Phase • Coordinate and oversee design consultants and construction contractor • Construction progress reporting and issue resolution • Manage monthly billing review and approvals • Periodic field observation and quality control review • Coordinate and integrate client direct vendor’s services and/or work into the project

26 STARFIRE ENERGY Proposal for Real Estate Services

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