RFP-Section II

SOW/Contract Requirements - Legal Services (Old Post Office)

Section II – SOW/Contract Requirements

SECTION II

STATEMENT OF WORK/CONTRACT REQUIREMENTS

Old Post Office Redevelopment – Legal Services

June 26, 2012

OVERVIEW AND BACKGROUND

The U.S. General Services Administration’s National Capital Region (GSA) plans to redevelop the Old Post Office through the enactment of Old Post Office Building Redevelopment Act of

2008 PL 110-359 (HR 5001) (“the Act”) and Section 111 of the National Historic Preservation

Act of 1966 (NHPA), which allows GSA to enter into leases for assets listed on the National

Register of Historic Places.

The Act directs the Administrator of General Services Administration to provide for the redevelopment of the OPO, including any improvements thereon and specifically including the

Pavilion Annex in accordance with existing authorities available to the Administrator and consistent with the redevelopment plan previously approved by the Committee on Transportation and Infrastructure of the House of Representatives and the Committees on Appropriations and

Environment and Public Works of the Senate.

GSA, in redeveloping the OPO, envisions an opportunity to enhance the value of the asset to the

United States in accordance with the Congressional mandates which authorize GSA to seek proposals and enter into a lease with a developer, the Preferred Selected Developer (“PSD”).

On March 24, 2011, GSA issued a Request for Proposals (RFP) through Federal Business

Opportunities. The RFP may be accessed at https://www.fbo.gov/index?s=opportunity&mode=form&id=81f6934ecf6b9396383ee602ebaec1

34&tab=core&_cview=1. On February 7, 2012, GSA officially announced the selection of

Trump Old Post Office, LLC (“Trump”) as the PSD.

Upon written notification to the PSD, GSA and the PSD will enter into negotiations in order to execute a Lease Agreement. From the date upon which GSA provides the written notice specified in the preceding sentence, the RFP indicates that the parties will execute a Lease

Agreement within 365 calendar days but, except as otherwise provided, in no event shall the date extend beyond June 2013. Please refer to the RFP for more information.

PURPOSE

GSA requires professional legal services from a law firm with expertise in real estate, hospitality, third-party financing, and ground leases to assist in drafting and negotiating the Lease

Agreement with the Preferred Selected Developer as set forth in the Request for Proposals. For purposes of this Contract, the term “Lease Agreement” shall refer to the Lease Agreement itself as well as any exhibits, attachments, documents incorporated by reference, or made part thereof.

https://www.fbo.gov/index?s=opportunity&mode=form&id=81f6934ecf6b9396383ee602ebaec134&tab=core&_cview=1 https://www.fbo.gov/index?s=opportunity&mode=form&id=81f6934ecf6b9396383ee602ebaec134&tab=core&_cview=1

STATEMENT OF WORK

Task 1: Initial Meetings, Initial Teleconferences, Initial Site Visits, & Initial Document

Gathering and Review

This Task Number 1 allows for the initial “ramp-up” period and includes site visits, teleconferences, and meetings. This Task Number 1 also allows for time to gather and manage the documents that the Contractor will require to perform the services required under this

Contract, including but not limited to the proposal submitted by Trump, model lease agreement provided by GSA, and the draft outlease prepared by Trump. The model lease agreement is the executed lease agreement in place at the Hotel Monaco in Washington, DC. During this Task

Number 1, GSA will also provide the Contractor with an initial, rough draft of the proposed

Lease Agreement prepared by GSA for use at the OPO along with a written list of twenty (20) specific issue-topics that GSA will develop for the Contractor’s response. The parties shall finalize the complete list of twenty (20) specific issue-topics prior to the completion of this Task

1 and prior to the notice to proceed being given for Task 2.

At this point, GSA is still preparing its initial, rough draft of the proposed Lease

Agreement and the list of twenty (20) specific issue-topics. With the exception of the list of twenty (20) specific issue-topics, the Contractor shall complete this Task 1 no later than two (2) weeks after receipt of notice to proceed. With regards to the list of twenty (20) specific issue-topics, within two (2) days of receipt of the initial list, the Contractor shall submit a written response seeking any clarifications to the list. Within seven (7) days thereof, the government will issue the final list of twenty (20) specific issue-topics. For purposes of pricing this requirement, the Contractor shall assume that each specific issue-topic will deal with a particular section of the proposed Lease Agreement or a particular interest of the government that it would like to address for possible incorporation into the Lease Agreement. For example, the government might ask the Contractor to pay special attention to particular tax language in the

Lease Agreement and ask for the Contractor to provide recommended changes based on the government’s risk tolerance.

Task 2: Deliverable 1 (Review of GSA’s Proposed Lease Agreement and Trump’s

Proposed Lease Agreement)

Within two (2) weeks after completion of Task 1, the Contractor shall submit a detailed, written report containing all of the following:

1. Responses to the list of twenty (20) specific issue-topics provided by GSA during

Task 1;

2. A legal analysis for each section of GSA’s Proposed Lease Agreement containing suggestions on proposed changes, revisions, deletions, and additions;

3. The major areas of difference between the Trump organization’s draft Lease

Agreement and the one being prepared by GSA;

4. Recommendations as to whether GSA should accept or reject, in whole or in part, the Trump organization’s proposed language;

5. Suggestions on proposed changes, revisions, deletions, and additions to the

Trump organization’s Lease Agreement;

6. Discussion of how, and to what extent, Trump’s Lease Agreement differs materially from the proposal submitted by Trump during the competition to select the PSD; and,

7. Discussion of the major legal risks contained in the Trump organization’s draft

Lease Agreement.

In addition to the written deliverable, the Contractor’s lead partner (or as otherwise agreed to by the government) shall prepare for, and participate in, two (2) full day (8-hour work day) drafting session with the government’s team.

In pricing this Task 2, the Contractor’s lead partner (or as otherwise agreed to by the government) shall also anticipate sixteen (16) hours of additional work associated with this task, including but not limited to telephone conversations, e-mails, additional research, and written work product.

Task 3: Merging of Deliverable 1 under Task 2

The Contractor’s lead partner (or as otherwise agreed to by the government) shall prepare for, and participate in, three (3) full day (8-hour work day) drafting sessions with the government’s team in order to merge the deliverables prepared under Task 2 into a comprehensive document. At the conclusion of Task 3, the government anticipates being in a position to send a revised Lease Agreement to the Trump organization for further negotiation.

Task 4: Assist with Remaining Negotiating and Revising of the Lease Agreement

After the completion of Tasks 1-3, the government anticipates an iterative process whereby Trump and GSA will negotiate and make further revisions to the Lease Agreement. For this Task 4, Contractor’s lead partner (or as otherwise agreed to by the government) shall prepare for, and participate in, three (3) full days (8-hour day) of negotiation sessions.

In addition, upon one (1) week written notice from the government, the Contractor shall submit a final, detailed, written report containing the following:

1. Final legal analysis for each section of the Lease Agreement complete with any final suggestions on proposed changes, revisions, deletions, and additions; and

2. Final discussion of the major legal risks contained in the Lease Agreement.

In pricing this Task 4, the Contractor’s lead partner (or as otherwise agreed to by the government) shall also anticipate participating in sixteen (16) hours of additional work associated with this task, including but not limited to telephone conversations, e-mails, additional research, and written work product.

Task 5: Additional Services

The Government may order additional legal services that are incidental or related to any of the above-mentioned tasks. The Contractor shall provide pricing for such services on a labor hour basis. The Contractor’s hourly rate shall include all costs necessary to complete the work for which the price is established including but not limited to, travel, indirect costs, fees, expenses, taxes, and profit.

PERIOD OF PERFORMANCE

The anticipated period of performance for the base contract is 365 calendar days but, except as otherwise provided, in no event shall the date extend beyond June 2013.

SUBSTITUTIONS AND CHANGES IN PERSONNEL

Changes in Personnel

Exceptions to named Key Personnel are those persons named in the technical proposal who are unable to perform their duties due to death, illness, resignation from the Contractor's employ, the

Contracting Officer’s request for removal, or similar reasons. The Contractor shall promptly submit to the Contracting Officer, in writing, the name and qualifications of a proposed replacement with equal or superior qualifications. The proposed substitute must possess equal or superior qualifications and experience than the originally submitted Key Person. All substitutions or replacements shall be at no additional cost to the Government. No substitution or replacement shall be allowed without prior written approval of the Contracting Officer. In addition, the

Contracting Officer shall have the right to require the Contractor to remove and replace any personnel for cause such as, but not limited to, carelessness, or incompetence in executing their duties and responsibilities under the contract. Any approved substitutions shall be made at no increase in contract price or change in contract time (schedule).

Qualifications Acceptance

Acceptance: The Contracting Officer may accept or reject personnel proposed by the

Contractor. The Contractor shall make a timely and prompt re-submittal to provide other personnel required to replace any that are rejected by the Contracting Officer, both at initial submittal or any subsequent rejection or substitution of personnel.

Removal: The Contracting Officer will have the right to effect removal of any Contractor employee at any time during the duration of the contract if that employee is deemed to not be of the level of competence or ability required under the contract, or if said employee is for any other reason found to be unsuitable for the work. In such case, the Contractor shall promptly submit the name and qualifications of a replacement.

Failure to Provide Qualified Personnel

Repeated failure or excessive delay by the Contractor to provide qualified personnel that meet project requirements and are acceptable to the Government may be sufficient reason by the

Contracting Officer to terminate work for Default.

WORK SITE

The contractor will work from their own offices except for the trips required by this SOW to

Washington, DC. The contractor must fund and provide its own furniture, all equipment

(including computers, modems, printers, faxes, copies, etc.) and supplies, telephone instruments with private service, janitorial services, and physical security in their performance of this project.

SECURITY REQUIREMENTS

Contractor shall treat all building drawings and information as Sensitive But Unclassified (SBU) and treat them in accordance with GSA, PBS Order # 3490.1A. .

Non-publicity: It is a specific condition of this Contract that the Contractor, or any subcontractors performing work on this project, shall not use or allow to be used any aspect of this project for publicity or advertising brochures.

TRAVEL

Any travel determined to be allowable under this SOW must be authorized by GSA (COR) in advance. The allowable travel reimbursement per visit to sites in cities or locations outside of the

GSA-NCR shall be fixed in negotiations by the COR and Contractor. In negotiations the fixed prices for such travel, the allowable per diem cost shall not exceed the rates set forth in Federal

Travel Regulations in effect at the time the work is negotiated. In addition, all approved travel by privately owned vehicle will be reimbursed based on Federal Travel Regulations mileage rates.

No travel reimbursement will be authorized by the GSA (COR) unless the Contractor provides sufficient written evidence of costs incurred, including receipts, registers, or other information as may be required by the GSA (COR).

INVOICING

Contractor shall only be allowed to invoice on this project after the completion and GSA acceptance of each individual task. Thus with 5 Tasks there will be five invoices allowed. No monthly invoicing will be accepted by the Government.