MCC-13-RLP-0105_0002_-_28_Aug_13.docx

MCC REQUEST FOR LEASE PROPOSAL

NO.

MCC-13-RLP-0105

Washington, DC Offers due by 09/090909/2013

In order to be considered for award, offers conforming to the requirements of the RLP shall be received no later than 5:00 PM Eastern on the date above. See “Receipt Of Lease Proposals” herein for additional information.

Questions due by 5:00 PM Eastern 08/26/2013 to: mcclease.mcc.gov (See 3.02)

This Request for Lease Proposals ("RLP") sets forth instructions and requirements for proposals for a Lease described in the RLP documents. Proposals conforming to the RLP requirements will be evaluated in accordance with the Method of Award set forth herein to select an Offeror for award. The Government will award the Lease to the selected Offeror, subject to the conditions herein.

The information collection requirements contained in this Solicitation/Contract, that are not required by the regulation, have been approved by the Office of Management and Budget pursuant to the Paperwork Reduction Act and assigned the OMB Control No. 3090-0163.

STANDARD RLP

MCC FORM R101C (10/12)

INSTRUCTIONS FOR CREATING LEASE AND REQUEST FOR LEASE PROPOSALS (RLP) DOCUMENTS

ALL INSTRUCTIONS FOR CREATING THESE DOCUMENTS ARE TYPED IN BLUE “HIDDEN” TEXT. YOU SHOULD WORK WITH THE HIDDEN TEXT SHOWING, EXCEPT WHEN THE FINISHED DOCUMENT IS BEING PRINTED.

THIS TEMPLATE WAS UPDATED AS OF THE DATE SHOWN IN THE HEADER. THE DATE WILL NOT PRINT IF YOU TURN OFF THE HIDDEN TEXT PER THE INSTRUCTIONS BELOW. THE MOST UP-TO-DATE LEASE REFORM TEMPLATES ARE LOCATED ON THE NATIONAL OFFICE OF LEASING GOOGLE SITE.

TO REVEAL HIDDEN TEXT IN THE DOCUMENT—

1. CLICK ON THE MSWORD LOGO AT THE TOP OF THE COMPUTER SCREEN (FAR LEFT).

2. CLICK ON “WORD OPTIONS” AT THE BOTTOM OF THE SCREEN.

3. CLICK ON “DISPLAY” IN THE LEFT-HAND COLUMN OF THE SCREEN.

4. IN THE RIGHT-HAND COLUMN, UNDER “ALWAYS SHOW THESE FORMATTING MARKS ON THE SCREEN,”—IF THERE IS NO CHECKMARK IN THE “HIDDEN TEXT” BOX—CLICK ON THE “HIDDEN TEXT” BOX. NOTE: A CHECKMARK WILL APPEAR IN THE BOX.

5. CLICK ON “OK.” TO CLOSE OUT THE WORD OPTIONS SCREEN.

TO TURN OFF HIDDEN TEXT: FOLLOW INSTRUCTIONS (A) THRU (D), ABOVE. WHEN YOU CLICK ON THE “HIDDEN TEXT” BOX, THE CHECKMARK WILL DISAPPEAR AND THE HIDDEN TEXT WILL NOT SHOW ON SCREEN OR IN PRINTED VERSIONS OF THE DOCUMENT.

ALL PARAGRAPHS ARE STANDARDIZED AND MANDATORY UNLESS OTHERWISE NOTED IN THE HEADING.

TO INPUT DATA: IF A PARAGRAPH HAS BOLD RED XXs, A DOLLAR SIGN ($) FOLLOWED BY UNDERSCORING, OR EMPTY UNDERSCORING (_______), INPUT THE REQUIRED INFORMATION.

TO DELETE A PARAGRAPH—

1. USING YOUR CURSOR, CAREFULLY SELECT THE PARAGRAPH TEXT. (NOTE: DO NOT SELECT THE PARAGRAPH NUMBER.)

2. CLICK ON THE DELETE KEY TO DELETE THE TEXT

3. YOU HAVE A CHOICE REGARDING THE TITLE. YOU MAY EITHER STRIKE THROUGH THE TITLE AND ADD THE WORDS “INTENTIONALLY DELETED” AFTER THE STRICKEN TITLE, OR YOU MAY DELETE THE TITLE AND REPLACE IT WITH “INTENTIONALLY DELETED.” IN EITHER CASE, LEAVE THE PARAGRAPH NUMBER INTACT SO THE PARAGRAPH NUMBERING WILL REMAIN THE SAME FOR THE PARAGRAPHS THAT FOLLOW.

4. TO STRIKE THROUGH THE TITLE, USING YOUR CURSOR, CAREFULLY SELECT THE PARAGRAPH TITLE. (NOTE: DO NOT SELECT THE PARAGRAPH NUMBER.) CLICK ON THE “STRIKETHROUGH” KEY (abc). THEN PLACE THE CURSOR TO THE RIGHT OF THE STRUCK-OUT PARAGRAPH TITLE AND TYPE “INTENTIONALLY DELETED.” NOTE: THE TEXT WILL BE DELETED AND THE PARAGRAPH NUMBER AND STRUCK-OUT TITLE WILL REMAIN.

EXAMPLE: 2.05 OPERATING COST ADJUSTMENT INTENTIONALLY DELETED

5. ALTERNATELY, YOU MAY DELETE THE TITLE ALTOGETHER. USING YOUR CURSOR, CAREFULLY SELECT THE PARAGRAPH TITLE. OVERTYPE WITH THE WORDS “INTENTIONALLY DELETED”

EXAMPLE: 2.05 INTENTIONALLY DELETED

TO DELETE A SUB-PARAGRAPH—

1. USING YOUR CURSOR, CAREFULLY SELECT THE SUB-PARAGRAPH TEXT. (NOTE: DO NOT SELECT THE SUB-PARAGRAPH NUMBER, LETTER, OR TITLE, IF ANY.) DELETE THE TEXT BY CLICKING ON THE “DELETE” KEY.

2. PLACE THE CURSOR WHERE THE TEXT WAS AND TYPE “THIS SUB-PARAGRAPH WAS INTENTIONALLY DELETED” .

TO MODIFY ALL OR PART OF A PARAGRAPH—

1. GO TO THE LAST SECTION OF THIS LEASE TITLED "ADDITIONAL TERMS AND CONDITIONS"

2. CREATE A LIST OF “MODIFIED PARAGRAPHS” WITH THE HEADING: “THE FOLLOWING PARAGRAPHS HAVE BEEN MODIFIED IN THIS LEASE:”

3. SELECT AND COPY THE MODIFIED PARAGRAPH TITLE AND PARAGRAPH NUMBER.

4. GO TO THE END OF THE LAST PARAGRAPH AND CLICK ON YOUR MOUSE TO PLACE THE CURSOR BELOW THE LAST ENTRY).

5. PASTE THE TITLE YOU JUST COPIED.

6. MAKE YOUR CHANGES, ADDITIONS, DELETIONS, ETC., TO THE PARAGRAPH IN ITS ORIGINAL LOCATION IN THE DOCUMENT.

7. SAVE YOUR CHANGES.

TO UPDATE THE “TABLE OF CONTENTS” AND “PAGE REFERENCES” WHEN YOU ARE FINISHED REVISING A DOCUMENT:

1. GO TO AND CLICK IN THE TABLE OF CONTENTS.

2. RIGHT CLICK TO VIEW DROP-DOWN WINDOW.

3. FROM THE DROP-DOWN MENU, CLICK ON “UPDATE FIELD.”

4. CLICK ON “UPDATE ENTIRE TABLE.” NOTE: TABLE WILL UPDATE ANY HEADINGS THAT WERE CHANGED DURING THE REVIEW. NOTE: YOU SHOULD VERIFY ONE OR TWO CHANGES TO CONFIRM THE TOC WAS UPDATED PROPERLY

*THE ABOVE PRACTICES WILL INCREASE STANDARDIZATION AND FAMILIARITY OF THE DOCUMENT FOR THE PRACTITIONER BY ALLOWING CONSISTENT NUMBERING THROUGHOUT THE DOCUMENT.

TO ADD SECURITY REQUIREMENTS

· ATTACH THE APPROPRIATE DOCUMENT TITLED “SECURITY REQUIREMENTS AFTER CONSULTING WITH THE AGENCY TO DETERMINE THEIR SPECIFIC REQUIREMENTS USING THE APPROPRIATE ISC SECURITY LEVEL (I, II, III, OR IV).

Template revised 10/19/12 Template revised 10/19/12

MCC FORM R101C (10/12)

TABLE OF CONTENTS

RLP TABLE OF CONTENTS MCC FORM R101C (AUGUST 2011)

ALL PARAGRAPHS ARE STANDARDIZED FOR THIS MODEL AND MANDATORY UNLESS OTHERWISE NOTED IN THE HEADING.

TYPE IN RLP NO. AND DATE

STATEMENT OF REQUIREMENTS

GENERAL INFORMATION (JUN 2012)

A. This Request for Lease Proposals (RLP) sets forth instructions and requirements for proposals for a Lease described in the RLP documents. The Government will evaluate proposals conforming to the RLP requirements in accordance with the Method of Award set forth below to select an Offeror for award. The Government will award the Lease to the selected Offeror, subject to the conditions below.

B. Included in the RLP documents is a lease form (MCC Form L201C) setting forth the lease term and other terms and conditions of the Lease contemplated by this RLP and a MCC Proposal to Lease Space (MCC Form 1364C-STANDARD) on which Offeror shall submit its offered rent and other price data, together with required information and submissions. The Lease paragraph titled "Definitions and General Terms" shall apply to the terms of this RLP.

C. Do not attempt to complete the lease form (MCC Form L201C). Upon selection for award, MCC will transcribe the successful Offeror's final offered rent and other price data included on the MCC Form 1364C into the lease form, and transmit the completed Lease, including any appropriate attachments, to the successful Offeror for execution. Neither the RLP nor any other part of an Offeror's proposal shall be part of the Lease except to the extent expressly incorporated therein. The Offeror should review the completed Lease for accuracy and consistency with his or her proposal, sign and date the first page, initial each subsequent page of the Lease, and return it to the Lease Contracting Officer (LCO).

D. The Offeror's executed Lease shall constitute a firm offer. No Lease shall be formed until the LCO executes the Lease and delivers a signed copy to the Offeror.

action required: leasing specialist to input the required ABOA SF and parking spaces.

AMOUNT and type of space, lease term AND OCCUPANCY DATE (JUN 2012)

A. The Government is seeking a minimum of 75,000 to a maximum of 90,000 of American National Standards Institute/Building Owners and Managers Association (ANSI/BOMA) Office Area (ABOA) square feet (SF) of contiguous space within the Area of Consideration set forth below. See Section 2 of the Lease for applicable ANSI/BOMA standards. MCC may consider proposals in which the primary event space or ancillary spaces are not contiguous with the rest but is otherwise consistent with the requirements.

B. The Space shall be located in a modern quality Building of sound and substantial construction with a facade of stone, marble, brick, stainless steel, aluminum or other permanent materials in good condition and acceptable to the LCO. If not a new Building, the Space offered shall be in a Building that has undergone, or will complete by occupancy, modernization or adaptive reuse for the Space with modern conveniences;

C. The Government requires two (2) reserved and marked parking spaces and zero (0) general parking spaces. These spaces must be secured and lit in accordance with the Security Requirements set forth in the Lease. Offeror shall include the cost of this parking as part of the rental consideration.

D. As part of the rental consideration, the Government may require use of part of the Building roof for the installation of antenna(s). If antenna space is required, specifications regarding the type of antenna(s) and mounting requirements are included in the agency requirements information provided with this RLP.

mandatory sub-PARAGRAPH when VENDING FACILITIES WILL BE PROVIDED UNDER THE RANDOLPH-SHEPPARD ACT.

This sub-PARAGRAPH is required in the rlp whenever the requirement 1) involves 100 or more occupants; or, 2) at least 15,000 RSF of space.

A Minimum of 250 ABOA SF must be offered to the blind. Contact the regional Concessions group for amount of space to be entered.

Exception information can be found at 20 USC § 107a(d) [34 CFR 395.31(f)] E. Approximately 250 ABOA SF will be used for the operation of a vending facility under the provisions of the Randolph-Sheppard Act (20 USC 107 et. seq.). The Government will control the number, kind, and locations of vending facilities and will control and receive income from all automatic vending machines. Offeror shall provide necessary utilities and make related alterations. The cost of the improvements is part of Tenant Improvement (TI) costs. The Government will not compete with other facilities having exclusive rights in the Building. The Offeror shall advise the Government if such rights exist.

ACTION REQUIRED: ENTER THE TERM, FIRM TERM AND TERMINATION NOTICE PERIOD. THESE TERMS AND THE TERMS STATED IN THE INTRODUCTORY SECTION OF THE LEASE MUST BE CONSISTENT.

F. Lease Term: Ten (10) years Term (“Firm Term”) lease subject to annual cancellation provisions and related payment by the Government of unamortized lease costs.

note: AVOID HAVING A DATE-CERTAIN OCCUPANCY DATE. WHEN IN DOUBT, DISCUSS WITH REGIONAL Counsel.

G. Occupancy is required in accordance with the approved schedule, but no later than May 15, 2015.

area of consideration (JUN 2012) ACTION REQUIRED: FILL IN THE DESIGNATED AREA OF CONSIDERATION (delineated area).

DELETE NORTH, SOUTH, EAST, WEST BOUNDARIES IF NOT USING. ATTACH EXHIBIT OR iNSERT .PDF OF MAP WITH BOUNDARIES IF AVAILABLE.

The Government requests Space in an area bounded as follows:

Buildings that have frontage on the boundary streets are deemed to be within the delineated Area of Consideration.

action required: OPTIONAL PARAGRAPH Choose SUB-PARAGRAPH A, sub-paragraph- B, or both A and B, depending upon the characteristics of the delineated area.

use miles or feet for the distance variables in the paragraphs below. THese are standard measurements. city blocks vary in length and do not allow useful comparisons of distance. the ½ mile variable in the paragraph is predicated on USGBC criteria for leed buildings.

leasing CO/spECIALIST MUST FILL IN THE parking VARIABLE, below, WITH A reasonable amount, in conformance with local market PRACTICE.

NEIGHBORHOOD, PARKING, LOCATION AMENITIES, AND PUBLIC TRANSPORTATION (JUN 2012)

A. INSIDE CITY CENTER: Space shall be located in a prime commercial office district with attractive, prestigious, and professional surroundings with a prevalence of modern design and/or tasteful rehabilitation in modern use. Streets and public sidewalks shall be well maintained. The parking-to-square-foot ratio available onsite shall at least meet current local code requirements, or in the absence of a local code requirement, onsite parking shall be available at a ratio of one (1) space for every 1,500 RSF of Space. A variety of inexpensive or moderately priced fast-food and/or eat-in restaurants shall be located within the immediate vicinity of the Building, but generally not exceeding a walkable ½ mile of the employee entrance of the offered Building, as determined by the LCO. Other employee services, such as retail shops, cleaners, and banks, shall also be located within the immediate vicinity of the Building, but generally not exceeding a walkable ½ mile of the employee entrance of the offered Building, as determined by the LCO. A commuter rail, light rail, or subway station shall be located within the immediate vicinity of the Building, but generally not exceeding a walkable ½ mile, as determined by the LCO. Alternatively, two or more public or campus bus lines usable by tenant occupants and their customers shall be located within the immediate vicinity of the Building, but generally not exceeding a walkable ¼ mile, as determined by the LCO. Amenities must be existing or the Offeror must demonstrate to the Government’s reasonable satisfaction that such amenities will exist by the Government’s required occupancy date.

B. OUTSIDE CITY CENTER: Space shall be located 1) in an office, research, technology, or business park that is modern in design with a campus-like atmosphere; or, 2) on an attractively landscaped site containing one or more modern office Buildings that are professional and prestigious in appearance with the surrounding development well maintained and in consonance with a professional image. The parking-to-square-foot ratio available onsite shall at least meet current local code requirements, or, in the absence of a local code requirement, onsite parking shall be available at a ratio of one (1) space for every 250 RSF of Space. Adequate eating facilities shall be located within the immediate vicinity of the Building, but generally not exceeding a walkable ½ mile, as determined by the LCO. Other employee services, such as retail shops, cleaners, and banks, shall be located within the immediate vicinity of the Building, but generally not exceeding a walkable ½ mile, as determined by the LCO. Amenities must be existing or Offeror must demonstrate to the Government’s reasonable satisfaction that such amenities will exist by the Government’s required occupancy date.

ACTION REQUIRED: The list of attachments is not comprehensive. Adjust the list as appropriate for the specific transaction.

for NBC projects, e-lease contains a template for the broker commission agreement. This template must be included as aN RLP attachment, and be included with the documents that comprise an offeror’s INITIAL offer.

Note: exhibits should be labeled with sequential letters Fill in date for Special requirements and appropriate security level (I-IV).

the LCO may decide it is more suitable to incorporate some extensive or sensitive documents by reference, for example, the courts design guide see seismic paragraph instructions to detemine whether seismic submittals are required LIST OF RLP DOCUMENTS (sep 2012)

The following documents are attached to and included as part of this RLP package:

DOCUMENT NAME

NO. OF PAGES

EXHIBIT

Lease No. MCC--13-L-0105 (Form L201C)

A

Program of Requirements (MCC Indicative Requirements) Dated 8/2/2013

B

Security Requirements for Level II

C

MCC Form 3516, Solicitation Provisions

D

MCC Form 3517B, General Clauses

E

Proposal to Lease Space (MCC Form 1364C)

F

MCC Form 1217, Lessor's Annual Cost Statement

G

MCC Form 3518 Representations and Certifications

H

MCC Form 12000 (April 2011) for Pre-lease Fire Protection and Life Safety Evaluation for an Office Building (Part A or Part B) (See Section 3 for applicable requirements)

J

Pre-Lease Building Security Plan

K

Building Security Unit Price List

L

Release Statement

M

Past Performance Questionnaire

N

Indicative Requirements Checklist

P

JLL Commission Agreement

Q

AMENDMENTS TO THE RLP (JUN 2012)

This RLP may be amended by notice from the LCO. At the sole discretion of the LCO, Amendments may modify the terms of this RLP, or the terms, conditions, and requirements of the Lease contemplated by the RLP.

LEASE DESCRIPTION (SEP 2012)

Offerors shall examine the Lease form included in the RLP documents to understand the Government's and the Lessor's respective rights and responsibilities under the contemplated Lease.

The Lease contemplated by this RLP includes:

Should the Offeror be awarded the Lease, the terms of the Lease will be binding upon the Lessor without regard to any statements contained in this RLP.

The Lease contemplated by this RLP is a fully serviced Lease. Rent will be based upon a proposed rental rate per Rentable Square Foot (RSF), limited by the offered rate and the maximum ABOA SF solicited under this RLP. Although certain Tenant Improvement (TI) requirements information is provided with this RLP and will be incorporated into the Lease, the TIs to be delivered by the Lessor will be based on the final design to be developed after award of the Lease, which reflects the Agency’s full requirements. The Lessor shall design and build the TIs and will be compensated for TI costs, together with design and project management fees to be set under the Lease. Although the TI requirements will not be developed fully until after award, Offerors shall provide the allowance stated in the Tenant Improvement Allowance paragraph of the Lease. Offerors are encouraged to consider the use of existing fit-out and other improvements to minimize waste. However, any existing improvements must be deemed equivalent to Lease requirements for new construction, and Offerors are cautioned to consider those requirements before assuming efficiencies in its TI costs resulting from use of existing improvements.

Unless the Government prepares Design Intent Drawings (DIDs), after award the Lessor must prepare DIDs for the leased Space conforming to the lease requirements and other Government-supplied information related to the client agency’s interior build-out requirements. The Government will have the opportunity to review the Lessor's DIDs to determine that the Lessor's design meets the requirements of the Lease. Only after the Government approves the DIDs and a final price for TIs is negotiated will the Lessor be released to proceed with build-out. The Lease also provides that the Government may modify the TI requirements, subject to the Lessor's right to receive compensation for such changes.

The security pricing process is described in a separate paragraph.

Upon completion and acceptance of the leased Space, the Space will be measured for establishing the actual annual rent, and the Lease Term shall commence. During the term of the Lease, rent will be adjusted for changes to the Lessor's operating costs and real estate taxes, pursuant to paragraphs set forth in Section 2 of the Lease.

Finally, Offerors are advised that doing business with the Government carries special responsibilities with respect to sustainability, fire protection and life safety, and security, as well as other requirements not typically found in private commercial leases. These are set forth both in the lease form and in the MCC Form 3517B, which will be part of the Lease.

RELATIONSHIP OF RLP BUILDING MINIMUM REQUIREMENTS AND LEASE OBLIGATIONS (JUN 2012)

The Lease establishes various requirements relating to the Building shell. Such requirements are not deemed TIs. Certain of these Building requirements are established as minimum requirements in this RLP. If the Lessor's Building does not meet the requirements at the time of award, the Lessor may still be awarded the Lease. However, as a condition of award, the Government will require Lessor to identify those Building improvements that will bring the Building into compliance with RLP requirements. Upon award of the Lease, completion of those Building improvements will become Lease obligations.

pricing of SECURITY requirements (sep 2012)

A. This proposed Lease contains an attachment with the security requirements and obligations for the building, which are based on the facility security level (FSL). The Federal Government determines the facility’s FSL rating, which ranges from FSL I to FSL IV. The FSL is based on client agency mix, required size of space, number of employees, use of the space, location, configuration of the site and lot, and public access into and around the facility.

ACTION REQUIRED: SELECT THE APPROPRIATE SUB-PARAGRAPH B. USE THE PARAGRAPH TITLED VERSION 1 FOR FSL I AND II (FIXED BSAC TURNKEY PRICING BEFORE AWARD). USE THE PARAGRAPH TITLED VERSION 2 FOR FSL III AND IV (BSAC PRICING BASED ON PLACEHOLDER DOLLAR ESTIMATE; ACTUAL PRICING AFTER AWARD).

VERSION 1 (FOR FSL I AND II): FIXED BSAC TURNKEY PRICING BEFORE AWARD

B. The security requirements attached to this Lease includes a list of security countermeasures that must be installed in the leased Space. The Offeror shall use the Security Unit Price List to provide the Government with itemized costs of these security countermeasures, and he or she shall amortize the cost of any Building Specific Amortized Capital (BSAC) into the rent.

VERSION 2 (FOR FSL III AND IV): BSAC PRICING BASED ON PLACEHOLDER DOLLAR ESTIMATE; ACTUAL PRICING AFTER AWARD B. The security requirements attached to this Lease includes a general list of countermeasures that may be installed in the leased Space as part of the Building Specific Amortized Capital (BSAC). Because each building is unique, the final list of security countermeasures will be determined during the design phase and identified in the design intent drawings and construction documents. After completing the construction documents, the Lessor shall submit a list of the itemized costs. Such costs shall be subject to negotiation.

C. There shall be no charge to the Government for any items that already exist in the offered Building or facility.

SECURITY LEVEL DETERMINATION FOR FACILITY HOUSING OTHER FEDERAL TENANTS (APR 2011)

If an Offeror is offering Space in a facility currently housing a Federal agency, the security requirements of the facility may be increased and the Offeror may be required to adhere to a higher security standard than other Offerors competing for the same space requirement. If two or more Federal space requirements are being competed at the same time, an Offeror submitting on both or more space requirements may be subject to a higher security standard if the Offeror is determined to be the successful Offeror on more than one space requirement. It is incumbent upon the Offeror to prepare the Offeror’s proposal accordingly.

INSPECTION—RIGHT OF ENTRY (JUN 2012)

A. At any time and from time to time after receipt of an Offer (until the same has been duly withdrawn or rejected) the agents, employees and contractors of the Government may, upon reasonable prior notice to Offeror, enter upon the offered Space or the Premises, and all other areas of the Building access to which is necessary to accomplish the purposes of entry, to determine the potential or actual compliance by the Offeror with the requirements of the RLP and its attachments, which purposes shall include, but not be limited to:

1. Inspecting, sampling, and analyzing of suspected asbestos-containing materials and air monitoring for asbestos fibers.

2. Inspecting the heating, ventilation and air conditioning system, maintenance records, and mechanical rooms for the offered Space or the Premises.

3. Inspecting for any leaks, spills, or other potentially hazardous conditions which may involve tenant exposure to hazardous or toxic substances.

4. Inspecting for any current or past hazardous waste operations, to ensure that appropriate actions were taken to alleviate any environmentally unsound activities in accordance with Federal, state, and local law.

B. Nothing in this paragraph shall be construed to create a Government duty to inspect for toxic materials or to impose a higher standard of care on the Government than on other lessees. The purpose of this paragraph is to promote the ease with which the Government may inspect the Building. Nothing in this paragraph shall act to relieve the Offeror of any duty to inspect or liability which might arise because of Offeror’s failure to inspect for or correct a hazardous condition.

AUTHORIZED REPRESENTATIVES (JUN 2012)

With respect to all matters relating to this RLP, only the Government's LCO designated below shall have the authority to amend the RLP and award a Lease. The Government shall have the unilateral right to substitute its LCO by notice, without an express delegation by the prior LCO.

Lease LCO:

Name: James R. Blades Mailing Address: 875 15th Street, NW, Suite 200, Washington, D.C. 20005 Office Phone: (202) 521-7255 Fax: 202) 521-3947 Email Address: bladesjr@mcc.gov

As to all other matters, Offerors may contact the Alternate Government Contact designated below.

Alternate Government Contact:

Kurt Haglund Jones Lang LaSalle Americas, Inc.

1801 K Street, NW – Suite 1000 Washington, DC 20006 Phone: (202) 719-6206 E-mail: kurt.haglund@am.jll.com

ACTION REQUIRED: INCLUDE THIS PARAGRAPH ONLY IF THE BROKER CONTRACT WAS USED.

BROKER COMMISSION AND COMMISSION CREDIT (APR 2011)

A. For the purposes of this RLP, JONES LANG LASALLE AMERICAS, INC. (the Broker) is the authorized contractor real estate broker representing MCC. Offerors are advised that there is a potential for a dual agency situation to arise under this procurement, whereby the Broker may represent both MCC and another Offeror under this lease action. By submitting an offer, the Offeror acknowledges the potential for a dual agency situation. Should there be an actual dual agency, the Broker will notify all Offerors of the actual dual agency and request written acknowledgement statements from all Offerors. The Government expects the Lessor to pay a commission to the Broker. By submitting an offer, the Offeror agrees that if the Offeror is paying a commission or fee in connection with this Lease to a listing agent, an offering agent, or broker, property manager, developer, or any other agent or representative, then the Offeror will pay a commission to the Broker to which the Broker would ordinarily be entitled consistent with local business practices, as evidenced through a brokerage agreement between the Offeror and the Broker. The commission will be negotiated between the Offeror and the Broker and will be based on a Lease term not to exceed the Firm Term of the Lease contemplated by this RLP. Commissions will not be negotiated or collected on option periods or for Lease terms beyond the Firm Term of the Lease. As part of the offer, the Offeror shall disclose all commissions and/or fees to be paid by the Offeror including both the Offeror’s agent(s), broker(s), property manager, developer or any other agent or representative and the Broker. The Offeror shall enter the commission amounts for its representative and the amount to MCC’s Broker in blocks 31a and 31b respectively on MCC Form 1217 Lessors Annual Cost Statement. An executed commission agreement reflecting this agreement shall be submitted with the initial offer.

B. For the benefit of the Government, the Broker has agreed to forego a percentage of any commission that it is entitled to receive in connection with the contemplated Lease. This amount shall be specifically set forth at time of lease award. The resulting total dollar value of the foregone commission (the Commission Credit) shall be applied in equal monthly amounts against rental payments due and owing under the Lease. The rental amount payable shall be reduced by the Commission Credit at the commencement of the Lease, over the minimum number of months that will not exceed the monthly shell rental, until the Commission Credit has been fully recaptured. The parties agree to execute a Lease Amendment setting forth the full nature, extent, terms, and conditions of commissions paid to the Broker and the Commission Credit to be applied against the Government’s rental payment obligations under the Lease. Commissions and/or credits shall be treated as confidential financial information and will refrain from public disclosure or using the information for any other purpose than that for which it was furnished without consent of the MCC LCO.

C. For purposes of price evaluation, the Commission Credit shall be treated as a deduction from the rent in accordance with the Method of Award. The amount of any commission paid to the Broker shall not be considered separately as part of this price evaluation since the value of the commission is included in the rental consideration.

TERMINATION LIABILITY

The obligation of the Tenant to make the rent payments required by the terms of this Lease shall be subject to the Millennium Challenge Corporation’s continued existence as an independent legal government entity with the discretion and means to maintain a headquarters office space of its choosing. The only right of termination for the convenience of the Government is the termination or modification of its current status as a government corporation either through legislative action, executive order, or a failure to receive appropriations as may be necessary to fulfill rent payment obligations. In the event that one or more of these conditions occur, all of which must occur outside the discretion or control of the Millennium Challenge Corporation, such event will be treated as a termination for the convenience of the Government and the following conditions will apply:

1. Tenant will give Landlord twelve (12) months prior written notice of the Government’s need to terminate the lease (the “Effective Termination Date”).

1. Tenant will cooperate with the Landlord to obtain a new tenant by allowing tours by prospective new tenants with 24 hour prior notice to a designated Government contact.

1. Within 30 days of the notice to Landlord regarding the Government’s termination for convenience, the Tenant shall pay the following termination liabilities:

2. Unamortized tenant improvement costs.

2. Unamortized brokerage fees paid to both tenant and landlord brokers.

2. Unamortized Rental Abatement.

2. For the purpose of calculating the unamortized transaction costs described above, the amounts shall be that which remain unamortized as of the effective termination date using an amortization period equal to the Firm Term at an interest rate of seven and a half percent (7.5%) per annum compounded monthly.

ELIGIBILITY AND PREFERENCES FOR AWARD

Efficiency of Layout (Aug 2011)

A. In order to be acceptable for award, the offered Space must provide for an efficient layout as determined by the LCO.

B. To demonstrate potential for efficient layout, the Offeror must include as part of their proposal, a test fit layout at the Offeror’s expense. As part of the Test Fit documentation, the Offeror shall provide a tabular comparison which traces the test fit layout back to the MCC requirements outlined in the Program of Requirements (MCC Indicative Requirements – dated 08/02/2013) (Exhibit B). Offeror shall provide as part of their offer Exhibit B with annotated concurrence of all space requirements included in the test fits. This annotated concurrence shall be documented in Exhibit P. The Government will advise the Offeror if the test fit layout demonstrates that the Government's requirements cannot be accommodated within the Space offered. The Offeror will have the option of increasing the ABOA square footage offered, if it does not exceed the maximum ABOA square footage in this RLP offer package. If the Offeror is already providing the maximum ABOA square footage and cannot house the Government's space requirements efficiently, then the Government will advise the Offeror that the offer is unacceptable.

ACTION REQUIRED: PARAGRAPH DEFAULTS TO A “BASE” STANDARD OF “100-YEAR” FLOOD-PLAIN DESIGNATION. USE DEFAULT UNLESS AGENCY DETERMINES THIS TO BE A CRITICAL ACTION. IF A CRITICAL ACTION, USE 500-YEAR INSTEAD.

FLOOD PLAINS (JUN 2012)

A Lease will not be awarded for any offered Property located within a 100-year floodplain unless the Government has determined that there is no practicable alternative. An Offeror may offer less than its entire site in order to exclude a portion of the site that falls within a floodplain, so long as the portion offered meets all the requirements of this RLP. If an Offeror intends that the offered Property that will become the Premises for purposes of this Lease will be something other than the entire site as recorded in tax or other property records the Offeror shall clearly demarcate the offered Property on its site plan/map submissions and shall propose an adjustment to property taxes on an appropriate pro rata basis. For such an offer, the LCO may, in his or her sole discretion, determine that the offered Property does not adequately avoid development in a 100-year floodplain.

The following are exempt from the Seismic Standards and all seismic leasing paragraphs, and the attachments can be deleted:

· The lease is for less than five (5) years,

· The lease is for building structures that are intended only for incidental human occupancy (occupied by People for two hours or less per day),

· Detached one- and two-family dwellings located where SDS < 0.4 g.

(check with the regional seismic engineer to determine the seismicity of the delineated area), or

· The delineated area is in the Green Area (low and very low seismicity) in the seismic leasing requirements map

· (see below for map and Additional instructions).

The above map designates the leasing seismic areas.

locate the delineated area on the Seismic Leasing Requirements Map, which is available at WWW.GSA.GOV/PORTAL/CONTENT/101286. If it is clearly in the Green, yellow, or red areas, follow the instructions below. If the location is close to a border of two areas, cONTACT the regional SEISMIC engineer for assistance with determining which area the building is located in.

GREEN AREA

if the delineated area lies in an area of low and very low seismicity, the project is exempt from the requirements of RP 8.

action required: DELETE the following paragraphs FROM THE RLP:

· SEISMIC SAFETY FOR EXISTING CONSTRUCTION – moderate seismicity

· SEISMIC SAFETY FOR EXISTING CONSTRUCTION – HIGH seismicity

DO NOT ATTACH the offer form package, seismic requirements, TO THE RLP/LEASE OFFER PACKAGE.

YELLOW AREA

if the delineated area lies in an area of moderate seismicity, the project is Subject to the requirements of RP 8. The one exception is THAT A building containing less than 10,000 ABOA SF rented by the Government IS exempt. Because the Federal Government, including GSA, agencies with delegated authority, or agencies with statutory authority, may have other ongoing procurements or existing leases in the delineated area, Offerors must represent that, if awarded this lease, the OFFERED building wILL have LESS THAN 10,000 ABOA SF of space leased to the Federal Government. this is covered in Moderate seismicity paragraph, sub-paragraph B.1.

action required:

include in the rlp:

· SEISMIC SAFETY FOR EXISTING CONSTRUCTION – moderate seismicity

DELETE FROM THE RLP:

· SEISMIC SAFETY FOR EXISTING CONSTRUCTION – HIGH seismicity action required: ATTACH the offer form package, seismic requirements, TO THE RLP/LEASE OFFER PACKAGE:

RED AREA

if the delineated area lies in an area of high and very high seismicity, the project is subject to the requirements of RP 8. the one exCEPTION IS THAT A one-story building of steel light frame or wood construction with less than 3,000 ABOA SF of space in the building IS EXEMPT. this is covered under PARAGRAPH, SUB-Paragraph B.1of the high seismicity paragraph.

action required: DELETE the following FROM THE RLP:

· SEISMIC SAFETY FOR EXISTING CONSTRUCTION – moderate seismicity include in the rlp:

· SEISMIC SAFETY FOR EXISTING CONSTRUCTION – HIGH seismicity action required: ATTACH the offer form package, seismic requirements, TO THE RLP/LEASE OFFER PACKAGE:

SEISMIC SAFETY – moderate seismicity (sep 2012)

A. The Government intends to award a Lease to an Offeror of a Building that is in compliance with the Seismic Standards. If an offer is received which is in compliance with the Seismic Standards and the other requirements of this RLP, then other offers which do not comply with the Seismic Standards will not be considered. If none of the offers is in compliance with the Seismic Standards, the LCO will make the award to the Offeror whose offer meets the other requirements of this RLP and provides the best value to the Government, taking into account price, seismic safety and any other award factors specified in this RLP.

B. An offered Building will be considered to be in compliance with the Seismic Standards if it meets one of the following conditions:

1. The offer include a representation that the Building will have less than 10,000 ABOA SF of Space leased to the Federal Government upon commencement of the lease term (Seismic Form D),

2. The offer includes a Seismic Certificate certifying that the Building is a Benchmark Building (Seismic Form A).

3. The offer includes a Seismic Certificate based on a Tier I Evaluation showing that the Building meets the Seismic Standards (Seismic Form B). The submission must include the checklists and backup calculations from the Tier 1 Evaluation.

4. The offer includes a Seismic Certificate based on a Tier 2 or Tier 3 Evaluation showing that the Building complies with the Seismic Standards (Seismic Form B). If the certificate is based on a Tier 2 or Tier 3 Evaluation, the data, working papers, calculations and reports from the evaluation must be made available to the Government.

5. The offer includes a commitment to retrofit the Building to satisfy all of the Basic Safety Objective requirements of ASCE/SEI 41 (Seismic Form C, Part 1). If the Offeror proposes to retrofit the Building, the offer must include a Tier 1 report with all supporting documents, a narrative explaining the process and scope of retrofit, and a schedule for the seismic retrofit. The Offeror shall provide a construction schedule, concept design for the seismic upgrade, and supporting documents for the retrofit, including structural calculations, drawings, specifications, and geotechnical report to the Government for review and approval prior to award. The documentation must demonstrate the seismic retrofit will meet the seismic standards and be completed within the time frame required.

6. The offer includes a pre-award commitment to construct a new Building, using local building codes (Seismic Form C, Part 2).

C. The LCO may allow an Offeror to submit a Seismic Certificate after the deadline for final proposal revisions. However, the LCO is not obligated to delay award in order to enable an Offeror to submit a Seismic Certificate.

D. Definitions. For the purpose of this paragraph:

· “ASCE/SEI 31” means the American Society of Civil Engineers standard, Seismic Evaluation of Existing Buildings. You can purchase ASCE/SEI from ASCE at (800) 548-2723 or by visiting http://www.pubs.asce.org.

· “ASCE/SEI 41” means American Society of Civil Engineers standard, Seismic Rehabilitation of Existing Buildings. You can purchase ASCE/SEI from ASCE at (800) 548-2723 or by visiting http://www.pubs.asce.org.

· “Benchmark Building” means a building that was designed and built, or retrofitted, in accordance with the seismic provisions of the applicable codes specified in Section 1.3.1 of RP 8.

· Engineer” means a professional engineer who is licensed in Civil or Structural Engineering and qualified in the structural design of buildings. They must be licensed in the state where the property is located.

· “RP 8” means “Standards of Seismic Safety for Existing Federally Owned and Leased Buildings ICSSC Recommended Practice 8 (RP 8),” issued by the Interagency Committee on Seismic Safety in Construction as ICSSC RP 8 and the National Institute of Standards and Technology as NIST GCR 11-917-12. RP 8 can be obtained from http://www.wbdg.org/ccb/NIST/nist_gcr11_917_12.pdf

· “Seismic Certificate” means a certificate executed and stamped by an Engineer on the appropriate Certificate of Seismic Compliance form included with this RLP together with any required attachments.

· “Seismic Standards” means the requirements of RP 8 Section 2.2 for Life Safety Performance Level in ASCE/SEI 31 or the Basic Safety Objective in ASCE/SEI 41, unless otherwise specified.

· “Tier 1 Evaluation” means an evaluation by an Engineer in accordance with Chapters 2.0 and 3.0 of ASCE/SEI 31. A Tier 1 Evaluation must include the appropriate Structural, Nonstructural and Geologic Site Hazards and Foundation Checklists.

· “Tier 2 Evaluation” means an evaluation by an Engineer in accordance with Chapter 4.0 of ASCE/SEI 31.

· “Tier 3 Evaluation” means an evaluation by an Engineer in accordance with Chapter 5.0 of ASCE/SEI 31.

SEISMIC SAFETY – high seismicity (sep 2012)

A. The Government intends to award a Lease to an Offeror of a Building that is in compliance with the Seismic Standards. If an offer is received which is in compliance with the Seismic Standards and the other requirements of this RLP, then other offers which do not comply with the Seismic Standards must not be considered. If none of the offers is in compliance with the Standards, the LCO will make the award to the Offeror whose offer meets the other requirements of this RLP and provides the best value to the Government, taking into account price, seismic safety and any other award factors specified in this RLP.

B. An offered Building will be considered to be in compliance with the Seismic Standards if it meets one of the following conditions:

1. The offer includes a representation that the Premises will be in a one-story Building of steel light frame or wood construction with less than 3,000 ABOA SF of space in the Building (Seismic Form D).

2. The offer includes a Seismic Certificate certifying that the Building is a Benchmark Building (Seismic Form A).

3. The offer includes a Seismic Certificate based on a Tier I Evaluation showing that the Building meets the Seismic Standards (Seismic Form B). The submission must include the checklists and backup calculations from the Tier 1 Evaluation.

4. The offer includes a Seismic Certificate based on a Tier 2 or Tier 3 Evaluation showing that the Building complies with the Seismic Standards (Seismic Form B). If the certificate is based on a Tier 2 or Tier 3 Evaluation, the data, working papers, calculations and reports from the evaluation must be made available to the Government.

5. The offer includes a commitment to retrofit the Building to satisfy all of the Basic Safety Objective requirements of ASCE/SEI 41 (Seismic Form C, Part 1). If the Offeror proposes to retrofit the Building, the offer must include a Tier 1 report with all supporting documents, a narrative explaining the process and scope of retrofit and a schedule for the seismic retrofit. The Offeror shall provide a construction schedule, concept design for the seismic upgrade and supporting documents for the retrofit, including structural calculations, drawings, specifications, and geotechnical report to the Government for review and approval prior to award. The documentation must demonstrate the seismic retrofit will meet the seismic standards and be completed within the time frame required.

6. The offer includes a pre-award commitment to construct a new Building, using local building codes (Seismic Form C, Part 2).

C. The LCO may allow an Offeror to submit a Seismic Certificate after the deadline for final proposal revisions. However, the LCO is not obligated to delay award in order to enable an Offeror to submit a Seismic Certificate.

E. Definitions. For the purpose of this paragraph:

· “ASCE/SEI 31” means the American Society of Civil Engineers standard, Seismic Evaluation of Existing Buildings. You can purchase ASCE/SEI from ASCE at (800) 548-2723 or by visiting http://www.pubs.asce.org.

· “ASCE/SEI 41” means American Society of Civil Engineers standard, Seismic Rehabilitation of Existing Buildings. You can purchase ASCE/SEI from ASCE at (800) 548-2723 or by visiting http://www.pubs.asce.org.

· “Benchmark Building” means a building that was designed and built, or retrofitted, in accordance with the seismic provisions of the applicable codes specified in Section 1.3.1 of RP 8.

· Engineer” means a professional engineer who is licensed in Civil or Structural Engineering and qualified in the structural design of buildings. They must be licensed in the state where the property is located.

· “RP 8” means “Standards of Seismic Safety for Existing Federally Owned and Leased Buildings ICSSC Recommended Practice 8 (RP 8),” issued by the Interagency Committee on Seismic Safety in Construction as ICSSC RP 8 and the National Institute of Standards and Technology as NIST GCR 11-917-12. RP 8 can be obtained from http://www.wbdg.org/ccb/NIST/nist_gcr11_917_12.pdf

· “Seismic Certificate” means a certificate executed and stamped by an Engineer on the appropriate Certificate of Seismic Compliance form included with this RLP together with any required attachments.

· “Seismic Standards” means the requirements of RP 8 Section 2.2 for Life Safety Performance Level in ASCE/SEI 31 or the Basic Safety Objective in ASCE/SEI 41, unless otherwise specified.

· “Tier 1 Evaluation” means an evaluation by an Engineer in accordance with Chapters 2.0 and 3.0 of ASCE/SEI 31. A Tier 1 Evaluation must include the appropriate Structural, Nonstructural and Geologic Site Hazards and Foundation Checklists.

· “Tier 2 Evaluation” means an evaluation by an Engineer in accordance with Chapter 4.0 of ASCE/SEI 31.

· “Tier 3 Evaluation” means an evaluation by an Engineer in accordance with Chapter 5.0 of ASCE/SEI 31.

ACTION REQUIRED: MAY BE DELETED WHEN MARKET SURVEY INDICATES THAT SPACE IS NOT AVAILABLE IN HISTORIC properties as described below.

HISTORIC PREFERENCE (JUN 2012)

A. The Government will give preference to offers of Space in Historic Properties following this hierarchy of consideration:

1. Historic Properties within Historic Districts.

2. Non-historic developed sites and non-historic undeveloped sites within Historic Districts.

3. Historic Properties outside of Historic Districts.

B. Definitions:

1. Determination of eligibility means a decision by the Department of the Interior that a district, site, Building, structure or object meets the National Register criteria for evaluation although the Property is not formally listed in the National Register (36 CFR 60.3(c)).

2. Historic District means a geographically definable area, urban or rural, possessing a significant concentration, linkage, or continuity of sites, Buildings, structures, or objects united by past events or aesthetically by plan or physical development.