Real Estate RFP Addendum 3 2025.07.25.pdf

July 25, 2025

ADDENDUM No. 3

TO: Prospective Proposers

FROM: Adam Schwartz (Adam.Schwartz@cuny.edu)

The City University of New York

RE: Contract #UCO-978

Request for Proposals (RFP), Addendum No. 3

Real Estate Counsel Transaction Services

This Addendum No. 3 to the above-referenced RFP is being issued to respond to questions raised by prospective Proposers. All capitalized terms used but not defined herein shall have the meaning set forth in the RFP.

Questions and Answers:

Question 1: For purpose of avoiding any potential conflicts of interest, can you disclose what specific property is the subject of this RFP?

Answer 1: Conflict of interest checks will be conducted prior to Services being provided.

Question 2: For purpose of conflict of interest, when will you disclose what the property is?

Answer 2: Conflict of interest checks will be conducted prior to Services being provided.

Question 3: Vendor proposes the following changes and exceptions to the terms and conditions of this RFP (UCO 978: Real Estate Counsel Transaction Services) and any contract resulting from this solicitation as follows.

Vendor is an Equal Opportunity Employer and does not discriminate on the basis of race, color, religion, sex (including pregnancy, childbirth or related conditions, transgender status, and sexual orientation), national origin, age, disability, genetic information, veteran status or any other factor prohibited by law.

Office of the University Executive Strategic Director and Chief Procurement Officer

230 West 41st Street New York, NY 10036 mailto:Adam.Schwartz@cuny.edu

UCO-978 Real Estate Counsel Transaction Services July 25, 2025

RFP Addendum No. 3 page 2

However, given the recent DEI-focused executive orders, and federal guidance from the EEOC and DOJ (“Issue”), Vendor seeks to clarify the extent of which we can comply with the supplier diversity requirements, and propose the following revisions:

Question 3A: Part 2, Paragraph III: Supplier Diversity Participation Goals: for Proposer

(law firm) and for Proposer (law firm)’s subcontractors:

CUNY has established a 30% participation goal (based on the current availability of qualified MWBEs) in the aggregate for New York State certified Minority-

Owned Business Enterprise ("MBE") and Women-Owned Business Enterprises

("WBE", and, together with MBE, "MWBEs") and a 6% participation goal (based on the current availability of qualified SDVOBs) for New York State certified

Service-Disabled Veteran-Owned Businesses ("SDVOB"), to be part of the proposed team to provide the Services as subcontractor(s) or suppliers (the

"Subcontractor(s)"). The Contractor shall be required is encouraged to use good faith efforts to meet these participation goals, though this is not a requirement.

As part of the proposer's response, a Supplier Diversity — MWBE/SDVOB

Utilization Plan or a Request for Waiver form that is accompanied by supporting documentation must be submitted in order for the proposal to be considered responsive. If the request for a waiver is not granted, the selected Contractor will be required to complete a Quarterly Contractor Compliance & Payment Report accompanied by proof of payment to MWBE/SDVOB Subcontractor(s), in such format as shall be required by CUNY on a quarterly basis during the term of the contract. Sample CUNY Supplier Diversity forms and reports may be found at https://www1.cuny.edu/sites/selltocuny/.

The Contractor (the Proposer who is awarded the Contract) will be required to complete a Quarterly Contractor Compliance & Payment Report accompanied by proof of payment to MWBE/SDVOB Subcontractor(s), in such format as shall be required by CUNY on a quarterly basis during the term of the contract. Sample

CUNY Supplier Diversity forms and reports may be found at https://www1.cuny.edu/sites/selltocuny/.

Question 3B: Vendor proposes the following changes and exceptions to the terms and conditions

Part 7, XV. Miscellaneous Provisions. M/WBE, SDVOB and EEO Policy: By signing the Agreement, Contractor agrees to comply with all requirements of

Minority and Women Business Enterprise Laws, Regulations and Rules (M/WBE) subject to exceptions noted herein.

https://www1.cuny.edu/sites/selltocuny/

RFP Addendum No. 3 page 3

Question 3C: Vendor proposes the following changes and exceptions to the terms and conditions

Additionally, we seek to strike the requirements of Appendix B Supplier Diversity

Provisions from this RFP, as well as corresponding provisions throughout the RFP, any contract resulting, or otherwise be allowed to further amend until there is clarity on this Issue or additional guidance provided.

Answer 3: The law firm selected for contract award will be asked to provide its discrimination and sexual harassment policy.

The proposed changes to the terms and conditions of this RFP and any contract resulting from this solicitation are not accepted.

To clarify, the MWBE participation goals outlined in RFP UCO 978 are part of

New York State Executive Law Article 15-A, which requires state entities like

CUNY to promote fair access to contracting opportunities for certified Minority-and Women-Owned Business Enterprises (MWBEs). These goals are based on disparity studies showing that MWBEs have historically been underrepresented in public contracts.

Vendors are not disqualified for not meeting the goals outright. Rather, the requirement is for vendors to make a good faith effort to meet the goals — either by collaborating with certified MWBE subcontractors/suppliers or, if that is not feasible, submitting a waiver request with an explanation of efforts made and any challenges faced.

We have reviewed the state’s MWBE requirements in light of recent federal executive orders and guidance from agencies like the DOJ and EEOC. The

Article 15-A framework remains compliant with these updates; it is designed to expand opportunity while staying within constitutional and legal boundaries.

We want to emphasize that compliance with New York State’s MWBE and

SDVOB laws and regulations is a mandatory requirement for contracts awarded through this solicitation. This includes adherence to Article 15-A (for MWBEs) and

Article 17-B (for SDVOBs) of the New York State Executive Law.

That said, the program allows for flexibility through the good faith effort and waiver processes. If your firm encounters challenges in meeting the MWBE or

SDVOB goals, such as limited availability of certified firms in a particular specialty, you may submit a written request for a partial or full waiver with supporting documentation. This ensures that firms remain compliant while acknowledging real-world constraints.

RFP Addendum No. 3 page 4

Question 4: I am reaching out to request clarification on the Proposal Price table outlined on page 15 of the RFP in Part 5 (Volume III).

The table requests that we list each proposed team member, along with their hourly rate and an extended price calculated by multiplying that rate by the estimated number of hours. Could you please confirm whether the “estimated number of hours” provided in the table are fixed, or if they may be adjusted? For example, if we wish to include more than one additional partner, should we divide the 200 estimated hours evenly among them, or should we add separate rows for each additional partner using the same 200-hour estimate individually?

Answer 4: The figures in the column under “estimated number of hours” may not be changed, and the hourly rates charged for each Title for the Contract (that results from this

RFP) cannot exceed the amounts offered in the “discounted hourly rate” column.

The “estimated number of hours” listed in the Proposal Price Breakdown Page

(e.g. 200 hours for Partner, 300 for Senior Associate, etc.) are “fixed” for the purpose of the RFP, including the evaluation of the Proposals.

In order to be deemed responsive, Proposals must offer one hourly rate for each title. So that there is parity in the Proposals for evaluation purposes, Proposers may name/identify an additional person for each title but may not offer more than one hourly rate for each title.

If awarded the Contract and the firm wishes to assign anyone not named in its

Proposal to provide Services, then the firm must obtain the University’s prior approval for such alternate assignments, and the firm cannot charge more than the hourly rate offered in the Proposal Price Breakdown Pages for the title of the alternate assignment. The firm may charge lower hourly rates than the hourly rates offered in its Proposal.

The Proposal Price Breakdown Page chart must be completed using the estimated hours provided, and Proposals will be evaluated based on the Proposal Price offered. Proposers may, in addition, include a narrative to propose alternate staffing and pricing for consideration by the University.

For the avoidance of doubt, please be reminded that the RFP states: “The amount of the Services described in the Specifications and in the pricing chart [below] is an estimate; the University does not guarantee any minimum or maximum amount of Services or number of hours to be provided by Contractor.” (Part 5: Proposal

Price Breakdown Pages, page 15).”

Question 5: If adjustments are permitted, would it be acceptable to modify the table format to express time estimates as percentages (e.g., percentage of total engagement hours)

RFP Addendum No. 3 page 5 rather than fixed hour figures, which may be a more practical estimate given the uncertainty around the total number and size of potential transactions?

Answer 5: Adjustments to the Proposal Price Breakdown Pages would render a Proposal not responsive and would not be considered.

See Answer 4, above.

Question 6: After reviewing Part 7 - Form of Contract, we would like to submit the following exception for your review. Please advise if these exceptions will be accepted.

X. GENERAL TERMS AND CONFLICTS

B. Contractor shall at all times adhere to the applicable rules of professional conduct with respect to conflicts of interest, and shall, notify the University’s Office of General Counsel promptly, and in no event more than three business days after discovery, of any actual or potential conflict of interest that may arise, during the term of this Agreement, as a result of Contractor’s representation or prospective representation of another client in (i) a matter that is substantially related (as defined below) to Contractor’s representation of the University, or (ii) in a matter that is not substantially related (as defined below) to Contractor’s representation of the

University, but in which the interests of that other client or prospective client would be materially adverse to the interests of the University and a reasonable lawyer would conclude that there is a substantial risk that, as a result of Contractor’s representation of the University, Contractor has obtained proprietary or other confidential information of a nonpublic nature that, if known to such other client or prospective client, could be used by such client or prospective client to the detriment of the University, or to materially advance such client’s or prospective client’s position, in the matter. For purposes of this agreement, the term “potential conflict” shall mean and refer to a conflict under the applicable Rules of

Professional Conduct which is either an actual ethical conflict or an ethical conflict that is reasonably foreseeable to Contractor and will result in the Contractor’s representing differing interests under those Rules. The term "substantially related" shall mean Contractor’s representation or prospective representation of another client in a matter or matters that involve the same transaction or legal dispute as

Contractor’s representation of the University. Contractor will consult the

University immediately in the event a conflict of interest arises to the extent required by the applicable rules of professional conduct, and if the parties determine a written waiver is required in order to continue such engagement in accordance with rules of professional responsibility prescribing the conduct of attorneys, then such waiver will be considered.

Answer 6: Part 7 - Form of Contract, Section X. GENERAL TERMS AND CONFLICTS, subsection B will be revised to add the following sentence at the end of the paragraph:

RFP Addendum No. 3 page 6

Contractor will consult the University immediately in the event a conflict of interest arises to the extent required by the applicable rules of professional conduct, and if the parties determine a written waiver is required in order to continue such engagement in accordance with rules of professional responsibility prescribing the conduct of attorneys, then such waiver will be considered.

THIS ADDENDUM NO. 3 IS PART OF YOUR PROPOSAL AND IS TO BE INCLUDED WITH

VOLUME I OF YOUR PROPOSAL. YOUR SIGNATURE BELOW WARRANTS THAT YOU

UNDERSTAND THIS ADDENDUM AND THAT YOU HAVE MADE THE APPROPRIATE

ADJUSTMENTS TO YOUR PROPOSAL AND CALCULATIONS. THE UNIVERSITY

RESERVES THE RIGHT TO REJECT PROPOSALS SUBMITTED WITHOUT ALL ADDENDA

PROPERLY SIGNED.

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