REQUEST FOR QUALIFICATIONS

FOR

LEGAL SERVICES

i

TABLE OF CONTENTS

I. INTRODUCTION

II. OVERVIEW

III. GENERAL PROVISIONS

IV. TIMETABLE & DESIGNATED CONTACT

A. Key Dates B. Anticipated Contract Term

V. GENERAL REQUIREMENTS

A. Minimum Qualification Requirements B. MBE/WBE/SDVOB Participation, Joint Ventures, and Sub-contracting Goals C. Restricted Period D. Submission of Proposals

VI. TECHNICAL PROPOSAL FORMAT AND CONTENTS

A. Technical Proposal Format B. Technical Proposal Content

VII. INSURANCE

A. General Requirements B. Insurance Requirements

VIII. FEE SCHEDULE; FORMAT AND REQUIRED INCLUSIONS

IX. SELECTION PROCESS

A. Evaluation B. Interviews C. Scoring of Proposals D. Basis for Panel Selection and Contract Award

X. NON-COLLUSION

XI. IRAN DIVESTMENT ACT

XII. ENCOURAGING USE OF NEW YORK STATE BUSINESSES IN CONTRACT PERFORMANCE

EXHIBIT A – SCOPE OF WORK

EXHIBIT B – TECHNICAL PROPOSAL SUBMISSION PACKET

EXHIBIT C – FORM OF RETAINER AGREEMENT

EXHIBIT D – LIST OF BPCA BOARD MEMBERS AND EMPLOYEES

I. INTRODUCTION

Battery Park City Authority d/b/a Hugh L. Carey Battery Park City Authority (“BPCA”) has prepared this Request for Qualifications (the “RFQ,” or “Solicitation”) in order to establish a pre-qualified panel of law firms and/or other legal staffing companies (the “Firms”) to provide on-call legal services to BPCA as described in greater detail below.

Created in 1968, BPCA is a New York State public benefit corporation responsible for financing, developing, constructing, maintaining, and operating Battery Park City as a richly diversified mixed use community providing residential and commercial space, with related amenities such as parks, plazas, recreational areas, and a waterfront esplanade. A summary of BPCA’s structure, mission, and history, as well as the Battery Park City project area, may be viewed at: http://bpca.ny.gov/. Public information regarding BPCA’s finances, budget, internal controls, guidelines, and policies may be viewed at: http://bpca.ny.gov/public-information/.

New York State-certified Minority-Owned Business Enterprises (“MBE”), Women-Owned Business Enterprises (“WBE”) and Service-Disabled Veteran-Owned Business Enterprises (“SDVOB”) are encouraged to submit Proposals.

II. OVERVIEW

BPCA hereby requests that Firms submit proposals outlining their qualifications to provide on-call legal services to BPCA in one, multiple or all of the practice areas set forth below (each, a “Proposal” and collectively, the “Proposals”). This RFQ is intended to establish a panel of Pre-Qualified Vendors from which BPCA may select and engage Firms for future legal matters as the need arises. Because the Authority cannot predict the precise nature, timing, frequency, or scope of future legal assignments, no guarantee is made regarding the number, type, duration, or value of matters that may be assigned to any Firm selected for the panel. Firms may submit qualifications for one, multiple or all practice areas identified below.

(1) Real Estate, which shall include as subcategories:

a. Land Use

b. Co-Ops, Condos

c. Landlord/Tenant Collections & Enforcement

d. Commercial Real Estate Litigation

e. Real Estate Transactions

f. Environmental

g. Condemnation

h. Tax Certiorari

(2) Construction;

(3) Public Finance;

(4) Labor Relations, which shall include as subcategories:

a. Labor & Employment

b. Public Sector Labor Relations/Collective Bargaining

(5) Litigation/Government Entity Representation;

(6) Insurance and Risk Management;

(7) Information Technology, including but not limited to Cybersecurity and Data Privacy;

(8) Intellectual Property;

(9) Corporate Governance; and

(10) Constitutional Law, including but not limited to First Amendment.

(all such services collectively, “Legal Services”)

Additional information regarding the scope of the Legal Services, including a description of each item above, is set forth in the Scope of Work, attached hereto as Exhibit A. Firms should each submit one Proposal, which should clearly identify the practice areas (and subcategory or subcategories if applicable) for which the Firm seeks to be considered. Firms may propose on one, multiple or all practice areas, and should clearly state which practice areas they wish to be considered for in their Proposal.

Selected Firms will be added to a panel of pre-qualified counsel and law firms that would be eligible to enter into retainer agreements and receive assignments for specific legal matters on an as needed basis. Inclusion on the pre-qualified legal counsel list does not mean or imply that any Firm will in fact be selected or engaged to provide legal services to BPCA. When making assignments among Pre-Qualified Vendors, BPCA may consider factors including specialized expertise, rates, availability of personnel, prior Authority workload, and utilization of MWBE and SDVOB firms. Such selection and engagement will take place only when a need for outside legal counsel arises. The purpose of the pre-qualified list is to procure legal counsel available for engagement on short notice.

This solicitation does not modify or affect existing retainer agreements. However, any Firm, including those currently providing services to BPCA, must submit a Proposal if they wish to be pre-qualified to provide paid legal services to the BPCA for new matters assigned after the expiration of the current panel on April 1, 2027.

III. GENERAL PROVISIONS

This Solicitation, including attachments, exhibits, and any amendments or addenda is subject to the rights reserved by BPCA, including, but not limited to BPCA’s right to:

Reject any or all Proposals received in response to the Solicitation;

Withdraw the Solicitation at any time, at BPCA’s sole discretion;

Make an award under the Solicitation in whole or in part;

Disqualify any Firm whose conduct and/or Proposal fails to conform to the requirements of the

Solicitation;

Seek clarifications and/or revisions of a Proposal or any part of a Proposal;

Use information obtained by BPCA through interviews; investigation of a Firm’s qualifications, experience, ability or financial standing; and any other material or information provided by or received from the Firm during the RFQ process;

Prior to the review of Proposals, direct Firms to submit Proposal modifications addressing subsequent amendments to the Solicitation;

Change any of the scheduled dates contained in this RFQ;

Waive any non-material requirements of this RFQ; and Negotiate with any or all Firms within the scope of the Solicitation and in the best interests of BPCA;

BPCA is not liable or responsible in any way for any expenses incurred in the preparation of a Proposal in response to this RFQ.

All information submitted in response to this RFQ is subject to the Freedom of Information Law, Article 6 of the New York State Public Officers Law (“FOIL”), which requires public access to certain documents possessed by BPCA, unless a specific exemption applies. Firms shall identify any information in their respective Proposals that they consider to be confidential and exempt from FOIL by clearly marking such information as confidential.

Notwithstanding the foregoing, BPCA, is obligated to disclose information consistent with the requirements of FOIL, NYS Public Officers Law Section 87 and, to the extent that BPCA: (a) receives a request under FOIL for a Proposal submitted pursuant to this RFQ; and (b) determines in its sole discretion that any information marked as confidential does not meet any of the exemptions contained in the applicable portions of the Public Officer’s Law, then BPCA will notify the Firm of the information it intends to provide in response to the FOIL request and the Firm will have ten (10) business days to submit a written statement to BPCA explaining why such information should be exempt from disclosure under FOIL.

IV. TIMETABLE & DESIGNATED CONTACT

A. Key Dates

Subject to change at BPCA’s discretion, the following are key dates for this RFQ:

Procurement Step Date

RFQ Issued

October 7, 2026

Deadline to Submit Questions to BPCA*

October 16, 2026

BPCA’s Response to Substantive Questions

Responses will be provided in the form of an addendum to be posted on BPCA’s website

October 23, 2026

PROPOSAL DUE DATE November 4, 2026, by 4pm

Contract Start Date Spring 2027 (approximately)

*All questions or requests for clarification regarding this RFQ should be submitted in writing via email to the “Designated Contact”: Justin Harper, Associate Contracting Officer, Battery Park City Authority, at justin.harper@bpca.ny.gov. Questions will not be accepted in any format other than via email as described, and must be submitted by the applicable deadline in order to be answered. A comprehensive list of questions and/or requests for clarification, along with BPCA’s responses, will be issued as a formal addendum on BPCA’s website.

B. Anticipated Contract Term

The term of the Contracts awarded pursuant to this Solicitation will vary based upon the specifics and scope of the Legal Services required. However, BPCA anticipates that the pre-qualified panel of firms and practitioners established pursuant to this Solicitation will have a three (3) year duration, with an option to extend the panel for two (2) additional one (1) year periods at BPCA’s discretion.

V. GENERAL REQUIREMENTS

A. Minimum Qualification Requirements

The following are minimum qualification requirements for this RFQ. Proposals that fail to meet these requirements will be rejected.

1) The Proposer demonstrate its ability to provide Legal Services described in Exhibit A within the State of New York; Any attorney identified as key personnel in the Firm’s Proposal who will be responsible for litigation, court appearances, or other legal representation requiring admission to practice in New York must be admitted to practice law in the State of New York. Firms proposing key personnel who are not admitted in New York must explain how the Firm will ensure compliance with this requirement.

2) The Proposer must demonstrate the ability to provide timely in-person legal services, including attendance at BPCA offices, project sites, court appearances, hearings, depositions, administrative proceedings, and other locations as required by BPCA.

B. MBE/WBE/SDVOB Participation, Joint Ventures, and Sub-contracting Goals

Contractor requirements and procedures for business participation opportunities for New York State certified MBEs/WBEs/SDVOBs and equal employment opportunity requirements relating to minority group members and women are attached as Exhibit B. Note that, as this solicitation has been issued to develop a list of pre-qualified vendors and will result in the award of a number of Contracts, no MWBE or SDVOB goals have been established at this time. However, BPCA will assess each Contract issued pursuant to this solicitation for MWBE and SDVOB goals prior to award. This assessment will include the potential availability of MWBE/SDVOB goal waivers or exclusions for each of the individual prime contracts.

BPCA encourages the submission of Proposals by New York State-certified M/WBE and SDVOB Firms.

In addition, a Firm’s use of MWBE/SDVOB certified subcontractors is among the factors BPCA will consider when assigning Legal Services work (see Section IX.D of this RFQ).

For questions relating to MBE/WBE/SDVOB participation, joint ventures and sub-contracting goals only, please contact the “MBE/WBE/SDVOB Designated Contact” Zag-Legrand Kimpolo-Nkaya at zag.kimpolo@bpca.ny.gov or 212-417-2339.

C. Restricted Period

New York State’s State Finance Law sections 139-j and 139-k apply to this RFQ, restricting Firms’ contacts with BPCA. Firms are restricted from making any contact (defined as oral, written or electronic communications with BPCA under circumstances where a reasonable person would infer that a communication was intended to influence BPCA’s conduct or decision with respect to a procurement) relating to this RFQ with anyone other than the Designated Contact, as specified in Section III.A., or MBE/WBE/SDVOB Designated Contact, as specified in Section IV.A., from the time of Firm’s receipt of notice of this RFQ through the date of the Final Award as defined in BPCA’s Procurement Guidelines (the “Restricted Period”). BPCA employees must record certain contacts during the Restricted Period, including, but not limited to, any oral or written communications that could reasonably be seen as intended to influence BPCA’s conduct or award of this RFQ. Upon notice of an improper contact, BPCA shall make a determination regarding the Firm’s eligibility to continue participating in this RFQ.

D. Submission of Proposals

Proposals must be received by BPCA no later than the Proposal Due Date set forth above.

Each Firm must e-mail their Technical Proposal to the following e-mail address: technicalproposals@bpca.ny.gov

The Technical Proposal must be clearly labeled as “Technical Proposal Enclosed – LEGAL

SERVICES

Each Firm must also e-mail their Fee Schedule to the following e-mail address:

costproposals@bpca.ny.gov

The Fee Schedule must be separately attached and clearly labeled as “Fee Schedule – LEGAL

SERVICES”

Each Firm is responsible for the successful delivery and receipt of their Proposal. BPCA does not accept Proposals sent via messenger, overnight courier, or certified mail to BPCA offices. If a Firm has already sent a Proposal via one of these methods, please e-mail the Proposal to the above e-mail address by the Due Date. If a Technical Proposal’s file size is too large to submit by e-mail, the Firm must make alternate electronic accommodations (e.g., linking to a file sharing website), which shall also be transmitted through technicalproposals@bpca.ny.gov. Please contact the Designated Contact prior to the Due Date in order to ensure successful transmission of the documents prior to the Due Date.

Proposals must arrive at the time and place specified herein. Please leave ample time for submission.

Late Proposals, no matter the cause of their lateness, will NOT be accepted. Hard copy or faxed Proposals will NOT be accepted. A Firm may, after submitting a Proposal, amend its Proposal by submitting an amended Proposal, clearly labeled "Amended Proposal – Legal Services” as long as the amended Proposal is submitted by the Due Date.

VI. TECHNICAL PROPOSAL FORMAT AND CONTENTS

For purposes of this RFQ:

Proposal means the Firm's complete response to this RFQ.

Technical Proposal means the qualifications, experience, narrative responses, required forms, and supporting documentation submitted in response to this RFQ, excluding the Fee Schedule.

Fee Schedule means the pricing information required under Section VIII and any related pricing attachments.

The Proposal consists of the Technical Proposal and the Fee Schedule.

A. Technical Proposal Format

The Proposal must:

Be formatted to 8½” x 11” sized pages;

Have numbered pages; and

Must be in Adobe PDF, Microsoft Word or Excel format.

B. Technical Proposal Content

In addition to the separately sealed Fee Schedule described in Section VIII below, each Technical Proposal must include the following in the order listed:

a. Completed Proposal Submission Packet, attached as Exhibit B.

b. Additional Documentation:

i. Financial Statements :

Provide a copy of your firm’s most recent Audited Financial Statements (within the last year) or where an audited financial statement is not available, the most recent tax return. In the event you do not have an audited financial statement you must provide a statement to that effect and summary financial information for the calendar year most recently ended certified by an authorized officer.

ii. Copies of the Proposer’s Internal Revenue Service (“IRS”) W9 form

(https://www.irs.gov/pub/irs-pdf/fw9.pdf)

c. Appendices:

i. Attach professional biographies for all key personnel identified in your Proposal.

ii. A detailed list identifying any and all exceptions taken to BPCA’s form of retainer, attached as Exhibit E, explaining the reasons for such exceptions. Such exceptions must be detailed in an appendix to your Proposal labeled, “Appendix: Objections to BPCA Form of Contract.” BPCA will consider any exceptions submitted in evaluating the Proposals but is under no obligation to accept them.

NOTE: EXCEPTIONS THAT ARE NOT SUBMITTED WITH THE PROPOSAL

WILL NOT BE CONSIDERED. BPCA will not accept any additional exceptions to the Contract after submission of the Proposals and reserves the right to reject Proposals based on non-conformance with the standard form of Contract.

BPCA reserves the right to reject any Proposals that fail to include any required item described in this Section VI.

VII. INSURANCE

A. General Requirements

The total cost of the required insurance listed in paragraphs B) and C) below, must be incorporated into the Fee Schedule. The additional insured protection afforded BPCA and the State of New York must be on a primary and non-contributory basis. All policies must include a waiver of subrogation in favor of BPCA and the State of New York, no policies may contain any limitations / exclusions for New York Labor Law claims, and cross liability coverage must be provided for BPCA and the State of New York.

All of the carriers that provide the below required insurance must be rated “A-:VII” or better by A.M. Best and must provide direct written notice of cancellation or non-renewal to BPCA and the State of New York at least 30 days before such cancellation or non-renewal is effective, except for cancellations due to non-payment of premium, in which case 10 days written notice is acceptable.

A. Insurance Requirements

The selected Firm, and any subconsultant retained by the Firm for the performance of Legal Services under any contract awarded to the Firm, will be required to obtain and provide proof of the types and amounts of insurance listed below: (i) as a condition precedent to the award of the contract for the Project; and (ii) continuing throughout the entire Term. The insurance policies listed below must also conform to the applicable terms of the Contract, as shown in BPCA’s sample form of contract attached.

· Commercial General Liability Insurance, written on ISO Form CG 00 001 or its equivalent and with no modification to the contractual liability coverage provided therein, shall be provided on an occurrence basis and limits shall not be less than:

· $1,000,000 per occurrence

· $2,000,000 general aggregate, which must apply on a per location/per project basis

BPCA and the State of New York must be protected as additional insureds on ISO Form CG 2010 (11/85) or its equivalent on policies held by the selected Firm and any of its subcontractors.

· Workers’ Compensation, Employer’s Liability, and Disability Benefits shall not be less than statutory limits.

· Data Breach and Privacy/Cyber Liability Insurance including coverage for failure to protect confidential information and failure of the security of the Proposer’s computer systems or BPCA’s/BPCPC’s systems due to the actions of the Proposer which results in unauthorized access to BPCA’s and/or BPCPC’s data. The limit applicable to this policy shall be no less than $1,000,000 per occurrence, and must apply to incidents related to the cyber theft of BPCA’s and BPCPC’s property, including but not limited to, money and securities. BPCA, BPCPC, and the State of New York must be protected as additional insureds on policies held by the selected Proposer and any of its subcontractors.

· Professional Liability (“Errors & Omissions”) Insurance must be maintained at a limit of not less than $3,000,000 each claim.

VIII. FEE SCHEDULE; FORMAT AND REQUIRED INCLUSIONS

The Fee Schedule shall be submitted using the form attached as Exhibit A to the Retainer Agreement included as Exhibit C to this RFQ, or in another substantially similar format provided that it contains the following information:

1. The rates to be charged to BPCA for those partners, junior & senior associates and paralegals, as well as any other title the Firm reasonably anticipates may be used for each practice area for which Firm is applying for. Where applicable, Firms should provide a range of rates per title and include a description of the level of experience required per title (i.e. less than five years for a junior associate, more than seven years for a senior associate, etc.). Firms should also include an annual escalation for each year of the proposed contract term for each title submitted – BPCA expects that the rates submitted in response to this solicitation, including escalation, will be fixed for the duration of the term.

2. The disbursements or other services for which Firm would expect reimbursement.

3. Any alternative fee arrangement you believe would be beneficial to BPCA, along with an explanation as to why Firm believes such an alternate arrangement would be favorable.

As a governmental agency, BPCA is required to obtain the best value for services rendered and as such, cost is a significant component used in selecting a Firm to perform services under any contract issued pursuant to this RFQ. Please indicate on your Fee Schedule any discount to your rates offered as a result of BPCA’s governmental status

Nothing herein shall prevent BPCA from entering into a fixed-fee arrangement for Legal Services based on the hourly rates provided by Firm, should such arrangement be in the best interests of BPCA.

The Fee Schedule must be submitted separately as described in Section V(D) of this RFQ.

IX. SELECTION PROCESS

A. Evaluation

BPCA will conduct a preliminary review and evaluation of each timely submitted Proposal received pursuant to this RFQ to ensure it meets the form and content requirements set forth above. Proposals which pass the preliminary review stage will then be submitted to a committee of BPCA employees selected by BPCA (the “Committee”) for further review and evaluation in accordance with the evaluation criteria set forth below. While only Committee members will score the evaluation criteria, the Committee may consult an outside expert for advisement on the evaluation of matters requiring technical expertise.

The Committee may request additional clarification as to the contents of Proposals at this stage. Other than to provide such clarification, no Firm may alter or amend its proposal after the Proposal Due Date set forth in Section IV(A).

B. Interviews

BPCA reserves the right to decide whether to interview any or all of the Firms. The Committee may conduct interviews for various purposes, including to further assess a Firm’s ability to perform the Legal Services or provide specific services, or to seek information related to any other evaluation criteria. The proposed Principal, as well as other key members of Firm’s team, must be available to participate in the interview.

C. Scoring of Proposals

The Committee will evaluate each responsive Technical Proposal based on the following factors:

1. General qualifications and experience of the Firm as demonstrated by the information included in the Technical Proposal,

2. Capacity and capability of the Firm to provide the staffing required by BPCA to complete the services needed with respect to each category of Legal Services the Firm has proposed on;

3. Overall quality of the Firm’s response to the RFQ, including but not limited to the quality of the Technical Proposal as a whole and the Firm’s demonstration of its understanding of BPCA’s needs;

4. Years of experience of Lead Partner and/or other Principals of the Firm in the category(ies) of Legal Services proposed on1; and

5. The Firm’s response to the required information and questions contained in Exhibit B, as well as reference checks.

1 Generally speaking, BPCA prefers firms with one or more Principals having a minimum of five (5) years of demonstrable, directly relevant experience in the practice areas proposed on. Firms that are not able to meet this preference should include a description as to how their quality of experience will propose to make up for the lack of overall years of experience, as well as references that can attest to such quality of experience.

D. Basis for Panel Selection and Contract Award

BPCA will assess the Proposals utilizing the criteria set forth above and determine whether each Firm’s submission is satisfactory or unsatisfactory. BPCA will select all firms that receive satisfactory evaluations for its pre-qualified Legal Services panel – firms will not be scored numerically or ranked against each other. BPCA reserves the right to select any number of Firms, including zero, for its panel based on the criteria set forth in this RFQ.

BPCA will enter into Contracts with one or more Firms that have been pre-qualified on an as-needed basis. BPCA will consider the various factors when assigning Legal Services work, which may include but not necessarily be limited to:

The specialized expertise of the Firm;

The availability and expertise of Firm’s assigned employees;

The amount of other Authority work assigned to the Firm;

The Firm’s use of MWBE and SDVOB subcontractors/consultants; and The estimated or actual cost based on the Rates submitted by the Firm.

Selection for the pre-qualified panel and any subsequent contract award shall be conditioned upon BPCA determining, in its sole discretion, that the Proposal is responsive to the requirements contained in this RFQ and that the Firm is responsible, including having the financial capacity, integrity, experience, organizational resources, and legal authority necessary to perform the Legal Services.

X. NON-COLLUSION

By submitting a Proposal, each Firm warrants and represents that any ensuing Contract has not been solicited or secured directly or indirectly in a manner contrary to the laws of the State of New York, and that said laws have not been violated and shall not be violated as they relate to the procurement or the performance of the Contract by any conduct, including the paying or giving of any fee, commission, compensation, gift, or gratuity or consideration of any kind, directly or indirectly, to any member of the board of directors, employee, officer or official of BPCA.

XI. IRAN DIVESTMENT ACT

By submitting a Proposal or by assuming the responsibility of any Contract awarded hereunder, each Firm certifies that it is not on the “Entities Determined To Be Non-Responsive Bidders/Offerers Pursuant to The New York State Iran Divestment Act of 2012” list (“Prohibited Entities List”) posted on the New York State Office of General Services website at: http://www.ogs.ny.gov/about/regs/docs/ListofEntities.pdf and further certifies that it will not utilize any subcontractor/consultant that is identified on the Prohibited Entities List on this Contract. The selected Firm agrees that should it seek to renew or extend any Contract awarded hereunder, it must provide the same certification at the time the Contract is renewed or extended. The selected Firm also agrees that any proposed assignee of the Contract will be required to certify that it is not on the Prohibited Entities List before BPCA may approve a request for assignment of the Contract.

During the term of any Contract awarded hereunder, should BPCA receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, BPCA will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the New York State Iran Divestment Act of 2012 within 90 days after the determination of such violation, then BPCA shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, seeking compliance, recovering damages, or declaring the selected Firm in default of the awarded Contract.

BPCA reserves the right to reject any request for renewal, extension, or assignment for an entity that appears on the Prohibited Entities List prior to the renewal, extension, or assignment of the Contract, and to pursue a responsibility review with the selected Firm should it appear on the Prohibited Entities List hereafter.

XII. ENCOURAGING USE OF NEW YORK STATE BUSINESSES IN CONTRACT PERFORMANCE

New York State businesses have a substantial presence in State contracts and strongly contribute to the economies of the state and the nation. In recognition of their economic activity and leadership in doing business in New York State, Proposers for this Contract for commodities, services or technology are strongly encouraged and expected to consider New York State businesses in the fulfillment of the requirements of the Contract. Such partnering may be as subcontractors, suppliers, protégés or other supporting roles.

Firms are strongly encouraged, to the maximum extent practical and consistent with legal requirements, to use responsible and responsive New York State businesses in purchasing commodities that are of equal quality and functionality and in utilizing services and technology. Furthermore, Firms are reminded that they must continue to utilize small, minority and women-owned businesses, consistent with current State law.

Utilizing New York State businesses in State contracts will help create more private sector jobs, rebuild New York’s infrastructure, and maximize economic activity to the mutual benefit of the contractor and its New York State business partners. New York State businesses will promote the contractor’s optimal performance under the Contract, thereby fully benefiting the public sector programs that are supported by associated procurements.

Public procurements can drive and improve the State’s economic engine through promotion of the use of New York businesses by its contractors. The State therefore expects bidders/proposers to provide maximum assistance to New York businesses in their contracts. The potential participation by all kinds of New York businesses will deliver great value to the State and its taxpayers.

Firms can demonstrate their commitment to the use of New York State businesses by responding to the question below. Firms may include a response to this question with their proposal. Please note that a “yes” response requires supporting information. If yes, identify New York State businesses that will be used and attach identifying information.

Will New York State businesses be used in the performance of this contract? _____Yes _____No

A-1

EXHIBIT A

Scope of Work

Selected firms will be kept on a retainer to BPCA in accordance with the Retainer Agreement attached as Exhibit C.

BPCA will reach out to retained firms directly through the firm’s point of contact as designated in their Proposal based on the firm’s demonstrated experience in a given practice area and in the Authority’s sole discretion. Matters will then be assigned by the Point of Contact to one or more attorneys in the firm as approved in advance by the Authority. The Authority reserves the right to request to review the resumes of any attorney which it has not previously approved, as well as to deny the assignment of any matter to any specific attorney, regardless of whether that attorney had been previously approved by the Authority. BPCA reserves the right to assign firms with demonstrated expertise in one area of law to a legal matter that may cross over to subject matter areas typically covered by firms with expertise in other practice areas. The case volume for each practice area varies from year to year but generally encompasses the following practice areas:

I) Real Estate

a. Land Use –includes, but is not limited to, advising on and representing the Authority’s interests in, national, regional and local land use matters, including zoning due diligence and analysis, use or transfer of development rights, zoning opinions and letters. Experience handling land use disputes (pre-litigation and litigation) is also desirable.

b. Co-Ops, Condos – includes, but not limited to, advising on cooperative and condominium board governance including review of governing documents, condominium and co-op conversions, and unit owner relations. Expertise in New York cooperative and condominium statutes and filing requirements preferred.

c. Residential Real Estate Closings and Residential Landlord/Tenant Collections & Enforcement – includes, but is not limited to, representing the Authority as Ground Lessor in residential unit sale closings, including the issuance of estoppel and recording of subordination agreements and in condominium and cooperative unit deficiency collections and enforcement including negotiation of settlements and pursuit of foreclosures, representing the Authority in eviction proceedings, enforcement of lease provisions and litigation in NY housing court.

d. Commercial Real Estate Litigation - includes, but is not limited to, handling all aspects of any dispute involving the Authority’s real property portfolio, both commercial and residential, such as representing the Authority in lawsuits, rent reset negotiations, arbitrations or any other action involving any landlord, tenant, developer, contractor or other party involving the Authority’s real property interests, enforcement of lease provisions, guaranty enforcement, advice on ground lease interpretation, lease restructuring, advising on portfolio-wide landlord best practices, lease provisions, compliance reviews and default remedies.

e. Real Estate Transactions - includes, but is not limited to, representing the Authority in its acquisition, sale and leasing of real property (both commercial and residential), from structuring and restructuring real estate deals and development rights transactions, to drafting and negotiating leases and amendments, to evaluating assignment, subletting and consent requirements, advising on estoppels, recognition agreements and landlord certificates, advising on tax exemption programs, and rent reset negotiations. Experience with NYCHR and NYCHPD affordable housing development preferred.

f. Environmental – includes, but is not limited to, advising in environmental regulatory matters, advising on the public trust doctrine, environmental reviews and approvals for development projects (including but not limited to under the State Environmental Quality Review Act, the National Environmental Policy Act and the New York City Uniform Land Use Review Procedure), permitting, agency coordination, matters relating to climate change, flood and storm resiliency, sustainability measures in real estate, and representation in related enforcement actions and litigation.

A-2

g. Condemnation – includes, but is not limited to providing legal counsel in condemnation and eminent domain matters, negotiating with governmental entities, landowners, tenants, and other stakeholders regarding compensation and property rights including acquisitions of real property interests, utility rights-of-way, easements, and other property interests, managing pre-condemnation proceedings and administrative processes and representing the Authority in condemnation litigation, including trial, appeals, and related proceedings.

h. Tax Certiorari – includes, but is not limited to, providing a formal legal opinion regarding the status of ground lessee tax certiorari proceedings in support of BPCA’s bond issuances.

II) Construction – includes, but is not limited to, review of contracts, specifications, purchase/job orders and change orders relating to construction and design projects, as well as advising the Authority on alternative construction contracting approaches such as progressive design build. Selected firms may also review existing Authority contract templates to identify areas for improvement and advise on procurement law, bid award processes and construction dispute resolution, including litigation and alternative dispute resolution procedures.

III) Public Finance – includes, but is not limited to, advising on public bond finance and bond issuance matters, strategic advice relating to public financing, as well as all related tax and regulatory matters, disclosures, and any other related legal matters in connection with the issuance and sale of State Supported bonds or tax-exempt conduit bonds.

IV) Employment Law

a. Labor & Employment– includes both non-litigation and litigation matters. Non-litigation matters may include, but not be limited to, advice on internal employee matters, including severance-related matters, organized labor disputes and negotiations, aid in drafting policies and best practices, and internal investigations. Litigation matters may include representation of BPCA in labor/employment-related claims (e.g. Title VII, ADA, ADEA) in state and federal court, as well as administrative proceedings/hearings, arbitration and mediation.

b. Public Sector Labor Relations/Collective Bargaining – representation of the Authority in labor disputes and collective bargaining negotiations, as well as advising the Authority on dispute resolution, statutory compliance and disciplinary proceedings and employment litigation.

V) Litigation/Government Entity Representation – Includes the representation of the Authority in any action commenced by or against the Authority (including its members, officers and employees) which does not fall into any other specified category set forth herein. Such actions may include, but not be limited to, compliance with open meetings laws and the Freedom of Information Law, general commercial litigation, civil rights litigation, allegations of constitutional law violations and Article 75, 78 and related proceedings, the handling of which shall require knowledge of New York State law as it pertains to State agencies, authorities and public benefit corporations. This category does not include representation for personal injury or tort claims.

VI) Insurance and Risk Management– Includes, but not necessarily limited to, advising the Authority on insurance and risk management issues such as identifying potential risks to BPCA and the public and opining on coverage requirements for Authority contracts and leases.

VII) Information Technology Cybersecurity/Data Privacy – generally includes, but is not limited to, advising the Authority on all manner of IT-related issues, such as the use of artificial intelligence and other emerging technology, cybersecurity and data privacy issues and the review of Authority contract documents, policies

A-3 and procedures to ensure compliance with applicable law and best practices. Selected firm(s) may also be tasked with drafting of policies and procedures, evaluating cyber liabilities and conducting general compliance and risk management reviews.

VIII) Intellectual Property – Includes providing a full range of intellectual property legal services such as advising on intellectual property strategy and risk management, drafting and negotiating intellectual property-related agreements including licensing, assignment, development, confidentiality and technology transfer agreements, providing training and practical guidance regarding intellectual property ownership, protection, and compliance, and representing the Authority in intellectual property litigation, including administrative proceedings, arbitrations, mediations, and appeals.

IX) Corporate Governance – Includes the provision of legal services relating to corporate governance, entity management, board and committee matters, and compliance with applicable corporate and securities laws.

Counsel will advise the Authority, including its board of directors, on governance best practices, regulatory requirements, and strategic corporate initiatives.

X) Constitutional Law – includes, but is not limited to, advising the Authority on matters involving the United States or New York State Constitution, including first amendment issues.

Retained firms may generally be asked to assist the Authority with legal matters falling into any of the above-stated categories for which they were pre-qualified, that arise in the ordinary course of the Authority’s business. Such assistance may include, but shall not be limited to, attending meetings, reviewing and commenting on documents, drafting and otherwise preparing agreements, and providing clarity in response to specific Authority questions.

Firms shall ensure that all attorneys assigned to perform Legal Services on behalf of BPCA possess all licenses and admissions required to perform the services assigned. Any attorney providing Legal Services involving New York law, including but not limited to litigation, court appearances, administrative proceedings, or other legal representation of BPCA, must be admitted to practice law in the State of New York. BPCA reserves the right to request information regarding the qualifications, licenses, and admissions of any attorney assigned to a matter.

BPCA reserves the right to request assistance from any or all firms on retainer in any or all of the practice areas listed above. BPCA further reserves the right to decline to request the assistance of or assign work to any or all firms on retainer during the term of the retainer. Firms are responsible for tracking hours worked on each matter and submitting detailed invoices to the Authority as more fully set forth in the Retainer Agreement.

In the event that the principal partners and attorneys identified as being responsible for BPCA’s matters or other key members of a firm’s team in a particular area of expertise, leave the firm, the Authority, in its sole discretion, will determine whether its agreement with that firm shall terminate, shall remain with the firm, or shall “follow” those key law firm member(s). Similarly, if a firm combines with another firm and such principal partners and other attorneys remain with the newly combined firm, the newly combined firm will be considered to be pre-qualified in that area of expertise and the Authority may elect to enter into a Retainer Agreement with the combined firm.

Battery Park City Authority Request For Qualifications

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EXHIBIT B

TECHNICAL PROPOSAL SUBMISSION PACKET

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I. TECHNICAL PROPOSAL SUBMISSION CHECKLIST AND CONFIRMATION STATEMENT

[ ] The Firm hereby certifies that it meets the Minimum Qualification Requirements as stated in Section V.A of the RFQ.

[ ] The Firm hereby certifies that except as disclosed in its Proposal, no officer or employee of the Firm is directly or indirectly a party to or in any other manner interested financially or otherwise in this RFQ.

[ ] The Firm hereby certifies that it has reviewed BPCA’s form of retainer agreement, attached as Exhibit C to the RFQ, and either has no objections or has detailed its objections in an appendix to its Proposal.

[ ] The Firm hereby certifies that it possesses the experience, ability, resources and financial standing to perform the Legal Services and shall, upon request by the Authority, provide documentation of such.

[ ] The Firm hereby certifies that its Proposal submitted for Legal Services includes the following required documents and forms, or that, where any required form or document may not be included, a written explanation has been provided for that omission:

1. Forms & Items included in this Exhibit:

[ ] This Checklist [ ] Answers to “Information Required” [ ] Vendor Responsibility Questionnaire / Certificate of No Change [ ] Statement of Non-Collusion [ ] Affirmation of Understanding of and Agreement Pursuant to State Finance Law §139-j(3) and §139-j(6)(b) [ ] Certification of Compliance with New York State Finance Law §139-k(5) [ ] Disclosure of Prior Non-Responsibility Determinations [ ] Encouraging the Use of New York State Businesses Statement [ ] Acknowledgement of Addenda Form [ ] MWBE Utilization Plan [ ] SDVOB Utilization Plan [ ] Minority and Women Owned Business Enterprises And Equal Employment Opportunity Policy Statement [ ] Diversity Practices Questionnaire [ ] Executive Order 16 Certification

2. Additional Required Documents [ ] Executive Summary [ ] Copy of the Firm’s IRS W9 Form (https://www.irs.gov/pub/irs-pdf/fw9.pdf) [ ] Copy of the Firm’s financial statements per section V.B.c.i [ ] Copies of appendices listed in section V.B.c.iii

Name of Proposer:

Officer Name:

Officer Title: ________________________________ (Signature of Officer)

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II. INFORMATION REQUIRED

The information requested in Sections A and B below is mandatory, and your Proposal shall be rejected as non-responsive if it does not contain responses to these questions. Answers may be written in the space provided, or included on separate pages, as part of the Proposal.

A. Minimum Qualifications: Provide an itemized and brief narrative demonstrating how the Proposer meets each of the minimum qualification requirements set forth in Section V.A. of the RFP

B. Questions and Information Sought Relating to Legal Services

1) Practice Areas, Experience and Qualifications

Identify each practice area and subcategory for which the Firm seeks consideration. For each practice area that the Firm wishes to be considered, provide:

A description of the Firm's qualifications and relevant experience;

A summary of those representative matters performed within the last ten (10) years, including the

Firm's role and the relevance of such matters, that demonstrate the Firm’s capabilities to perform to the Legal Services for which it is seeking consideration as described in this RFQ;

The name of the Lead Partner, Principal, or other attorney proposed to be primarily responsible for BPCA engagements in that practice area;

The number of years of directly relevant experience of such individual in the applicable practice area;

A description of any specialized expertise, certifications, admissions, or other qualifications relevant to the practice area; and If the proposed lead attorney has fewer than ten (10) years of directly relevant experience, an explanation of how the quality, specialization, or unique nature of such individual's experience compensates for the shorter duration of experience.

2) Capacity and Staffing

Describe the Firm's capacity and capability to provide Legal Services in each practice area proposed.

Include:

The number of attorneys and professional staff available to support BPCA;

The location(s) from which services will be provided;

The Firm's ability to respond to urgent matters, time-sensitive assignments, court appearances, hearings, and meetings; and Any specialized resources, subject matter experts, or support personnel available to support BPCA.

3) Public Sector Experience

Describe the Firm's experience representing public authorities, governmental entities, municipalities, public benefit corporations, or other public sector clients. Include examples of work that the Firm believes are most relevant to BPCA.

4) Understanding of BPCA’s Needs

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Describe the Firm's understanding of BPCA, its mission, and the Legal Services contemplated by this RFQ. Explain how the Firm's experience, structure, and capabilities position it to effectively provide Legal Services to BPCA.

5) References

Provide at least three (3) client references for whom the Firm has performed services similar to those proposed. For each reference, include:

Client name;

Description of services provided;

Date(s) services were performed; and Contact name, title, email address, and telephone number.

6) BPCA’s public officials’ liability policy (including employment practices liability) is currently placed with

RSUI Indemnity Company. BPCA’s general liability policy is currently placed with Brit Insurance/Underwriters at Lloyds. (A) For firms that are seeking to provide labor and employment litigation services, please indicate whether you have previously been approved by RSUI Indemnity Company, either as a panel or non-panel firm. (B) For firms that are seeking to provide general litigation services, please indicate whether you have previously been approved by either RSUI Indemnity Company or Brit Insurance/Underwriters at Lloyds, either as a panel or non-panel firm.

7) If the law firm is a State-certified MWBE or SDVOB firm, provide documentation evidencing certification. Law firms that are not certified, but have applied for certification, should provide evidence of filing, including the filing date.

C. Questions and Information Sought Relating to Firm’s Firm & Eligibility

8) Within the past three (3) years, have there been any significant developments in your firm such as changes in ownership or restructuring? Do you anticipate any significant changes in the near future? If so, please describe.

9) How does your firm identify and manage conflicts of interest?

10) Are there any potential conflict of interest issues posed by your firm’s performance of the Legal Services on behalf of BPCA?

11) Has your firm or have any of the firm’s partners/employees been disciplined or censured by any regulatory body within the last five (5) years? If so, please describe the relevant facts and disposition.

12) Within the last five (5) years, has your firm, or a partner or employee in your firm, been involved in litigation or other legal proceedings relating to the provision of professional services? If so, please provide an explanation and the current status or disposition of the matter.

13) List any professional or personal relationships your firm’s employees may have with BPCA’s Board Members and/or employees. This does not include contacts Firm has had with BPCA Board Members or employees relating to Firm’s past or present representation of BPCA in a legal matter. A list of BPCA Board Members and employees is attached as Exhibit E.

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14) If selected, will your firm assign any person to this engagement who was previously an employee of BPCA? If so, please: i) identify when (month and year) that person’s employment at BPCA terminated, and ii) describe that person’s involvement, if any, with matters related to this RFQ during his/her employment at BPCA.

15) In the past five (5) years, have any public sector clients terminated their working relationship with your firm? If so, please provide a brief statement of the reasons. Provide the name of the client and provide a contact person, address and telephone number

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III. VENDOR RESPONSIBILITY QUESTIONNAIRE

A.…