Solicitation 47PB0020R0052 Contract Document 1.1 - Performance Work Statement.pdf

GSA Solicitation No. 47PB0020R0052

Contract Document 1.1 – Performance Work Statement

Final Version Dated October 19th, 2020

Contents

1. Introduction

1.1. Background

1.2. Purpose

1.3. Objective

1.4. Description

2. Applicable Documents

2.1. Regulations

2.2. Government Furnished Information

3. Task Elements, Subtask Elements, and Deliverables

3.1. Kick off Meeting

3.2. Recurring Meetings

3.3. Project Management Plan

3.4. Pre-Marketing Analysis

3.5. Marketing and Listing

3.6. Presentation of Offers

4. Deliverables

5. Minimum Contract Quality Standards

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1. Introduction

1.1. Background

The Federal Assets Sale & Transfer Act, P.L. 114-287, as amended (FASTA) established the Public Buildings

Reform Board (PBRB) with the goal of identifying opportunities for the Federal Government to reduce its inventory of civilian real property, more efficiently utilize existing properties, and reduce the cost for maintaining these properties. Sec 12(b)(1)(A) of FASTA directs PBRB to identify a list of at least five (5) properties with a total fair market value of not less than $500 Million and not more than $750 Million, defined in FASTA as high value assets (the HVA Portfolio) . The HVA Portfolio was developed by PBRB in coordination with the Federal Real Property Council, the General Services Administration (GSA), other federal landholding agencies, and through a series of site visits and public meetings. The proceeds generated by the

HVA will be utilized to fund future disposal and/or consolidation projects.

On January 24, 2020, the Office of Management & Budget approved PBRB’s list of HVA. More information regarding PBRB is available at https://pbrb.gov.

GSA is authorized to take necessary and proper actions to implement the PBRB’s recommendations. GSA is ultimately responsible for the execution of all transaction documents necessary for a successful FASTA HVA

Portfolio sale in accordance with the provisions of the FASTA and other applicable laws and regulations.

1.2. Purpose

The GSA, through the Public Buildings Service (PBS), Real Property Utilization and Disposal (RPUD) (the

“Government”), in support of PBRB, intends to sell all properties comprising the HVA Portfolio in accordance with FASTA.

1.3. Objective

The Government’s objective, henceforth named “Government’s Objectives”, for the sale of the HVA Portfolio is to:

1. Sell all of the properties within the HVA Portfolio by September 30, 2021;

2. Maximize proceeds from such sale; and

3. Minimize risk to the Government.

The Contractor shall market the HVA Portfolio by generating significant local, regional, national and international interest, and finding an offer(s) that the Government will accept. The sale of the HVA Portfolio may be accomplished as a single sale of all properties, through sale of sub-portfolios of HVA properties, or through sale of all HVA properties individually. The Contractor shall use the Government’s objectives as a guide while executing the tasks, subtasks, and deliverables detailed below under Section 3.0.

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1.4. Description

Property Address Location

1 USGS Menlo Park Campus 345 Middlefield Road Menlo Park, CA

2 Chet Holifield Federal Building 24000 Avila Road Laguna Niguel, CA

3 Los Alamitos Parcel 4665 Lampson Ave Los Alamitos, CA

4 NOAA Pacific Grove 1352 Lighthouse Ave Pacific Grove, CA

Portion of Sacramento Job Corps

Center (Excess Vacant Land) 3100 Meadowview Road Sacramento, CA

Portion of Denver VA Medical

Center 1055 Clermont Street Denver, CO

Information Ops & Research Center 1155 Foote Drive Idaho Falls, ID

Park & Ride Lot 410 South 45th West Idaho Falls, ID

8 Gaithersburg NIKE Site 770 Muddy Branch Road Gaithersburg, MD

Portion of Edison Job Corps Center

(Excess Vacant Land) 500 Plainfield Ave Edison, NJ

Ronald Reagan Federal Building &

Courthouse 228 Walnut Street Harrisburg, PA

11 GSA Auburn Complex 400 15th Street SW Auburn, WA

12 NARA Seattle 6125 Sand Point Way Seattle, WA

2. Applicable Documents

2.1. Regulations

● Federal Assets Sale & Transfer Act of 2016 (https://www.congress.gov/114/plaws/publ287/PLAW-

114publ287.pdf)

● 2019 FASTA leaseback amendment (https://www.congress.gov/115/plaws/publ438/PLAW- 115publ438.pdf)

● The Government will hire a Contractor to assist in the marketing and closing of the sale(s) of the properties included in the HVA Portfolio pursuant to 40 USC 545(c) and 572(a)(2)(A)(i):

40 USC 545 (c) authorizes the GSA to dispose of surplus property through contract realty brokers in the manner followed in similar commercial transactions. The regulations require that brokers give wide public notice of the availability of the property for disposal.

40 USC 572 (a)(2)(A)(i) authorizes the GSA to pay the direct expenses incurred for the use of excess property and the disposal of surplus property including fees of appraisers, auctioneers, and realty brokers, in accordance with the scale customarily paid in similar commercial transactions.

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2.2. Government Furnished Information

When required, GSA will facilitate Contractor’s personnel access to Government data and information (GFI) necessary to perform the work. Such data and information may include drawings, photographs, shop drawings, records, files and Government database access. GSA, and when required, GSA’s client agency will arrange Contractor’s access to facilities and coordinate escorts, if required. GSA’s Google Drive is the preferred platform to store, manage, and share all GFI and applicable deliverables. Storage of digital deliverables and GFI shall be organized in folders, mirroring the same structure as the associated tasks.

If necessary, Contractor shall create a GSA Affiliated Customer Account (GACA) for this contract. Instructions on how to create a GACA will be provided upon contract award.

Public information the Contract shall utilize:

1. Environmental Framework for Real Property Disposal (https://disposal.gsa.gov/s/environmentalinfo).

2. PBRB High Value Assets Report dated December 27, 2019, relevant correspondence between OMB and PBRB, and public meeting notes can be found https://pbrb.gov.

Upon award, Government will share:

1. Additional due diligence documentation for the FASTA HVA Portfolio.

3. Task Elements, Subtask Elements, and Deliverables

3.1. Kick off Meeting

3.1.1. Contractor shall attend a kick off meeting where at a minimum, the project team and key personnel are present.

3.2. Recurring Meetings

3.2.1. Contractor is required to schedule and manage recurring meetings to provide updates.

3.2.2. Contractor shall schedule recurring meetings no less than biweekly and as appropriate as defined by the Project Management Plan.

3.3. Project Management Plan

3.3.1. The Contractor shall utilize a project management plan (PMP) for managing the sale(s) of the FASTA HVA Portfolio, to include all tasks, subtasks, and deliverables.

3.3.2. The PMP shall consider the tasks and subtasks being delivered or provided to the

Government including but not limited to: property analysis marketing and sale strategy including plan for the identification of prospective purchasers, market analysis, recommended marketing period, entitlement research and recommended actions.

3.3.3. The PMP shall include org chart, charter to include Contractor roles responsibilities, and points of contact where appropriate.

3.3.4. The PMP shall include a schedule inclusive of all tasks, subtasks, and deliverables, considering the Government’s objectives as outlined under Section C.1.3 hereof, and the subsequent three year holdover agreement necessary to allow for tenant agency relocations.

This schedule shall be presented utilizing Microsoft Project or similar project management software.

3.3.5. The PMP schedule shall consider and prepare likely entitlement and development timelines to assist with financial modeling

3.3.6. The PMP schedule shall be updated when major milestone dates are changed, and at a minimum when a deliverable date has changed.

3.4. Pre-Marketing Analysis

3.4.1. The Contractor shall develop a pre-marketing analysis plan that encompasses all of the pre-marketing analysis tasks, subtasks, and deliverables below, to include a description of the efforts and intended outcomes under each task, schedule for delivery, any other information

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3.4.2. Transaction Structures. The Contractor shall provide transaction structures for Government review and approval that best meets the Government’s objectives, as stated in Section 1.3 hereof, and is encouraged to be creative in its recommendation. In making its recommendation, the Contractor may consider a variety of approaches including: a single offering of the entire Portfolio with no offers for individual properties, a single offering of the entire Portfolio while not precluding offers for individual properties or any other approach deemed feasible by the Contractor.

3.4.3. Key Issues per HVA Portfolio Property. The Contractor shall identify key issues associated with each of the specific properties within the HVA Portfolio. Key issue identification should focus on factors unique to each property that may put a timely closing of any of the properties included in the HVA Portfolio at risk, including those factors that may be conditions of sale and/or may impact value. In addition to the identification of such key issues, Contractor shall propose mitigation of such issues to limit the Government’s risk at sale.

3.4.4. Property Analysis. The Contractor shall provide an in-depth analysis of each property in the HVA Portfolio and develop financial models to predict value - in ‘as is’, target, and post-entitlement ranges. In addition, while considering the Governments Objectives, the Contractor shall analyze the feasibility (including pros, cons, and likely assets to employ this strategy) of the Government's role in any post-conveyance agreements for the purposes of collecting milestone payments or realizing other post-conveyance financial benefits.

3.4.5. Offer to purchase. The Government will provide a sample offer to purchase and the Contractor shall review the sample offer to purchase and provide comments, revisions, and language that will take into consideration the pre-marketing analysis, the Government’s objectives, and overall strengthen the Government’s position as a seller. The intent is to prepare an offer to purchase that will be reviewed and approved by the Government and then provided to buyers during the marketing and listing of the properties.

3.5. Marketing and Listing

3.5.1. The Contractor shall develop a marketing plan that encompasses all of the pre-marketing analysis performed and describes how the marketing and listing under task and subtasks as herein defined will be executed.

3.5.2. The Contractor shall market and advertise the HVA Portfolio for sale on a local, regional, national and international scale for a minimum period of time as recommended by the Contractor and approved by the Government. All marketing materials shall clearly display to the public that the HVA Portfolio is Government owned and being sold by the Government to include appropriate agency logos in conspicuous locations.

3.5.3. The Contractor shall develop marketing materials, including a branding of the HVA Portfolio, creation and management of a dedicated website, signage, print ads and/or direct mail/email blasts as part of marketing and sale campaign

3.5.4. The Contractor shall develop and manage an electronic ‘Bid Room’ within the dedicated website for all due diligence materials to include a full monitoring of activities within the Bid Room to document which parties are accessing which information and the frequency of access .

3.5.5. The Contactor shall be required to conduct an open and transparent public sale process ensuring all interested offerors are provided the same level of service including equal access to pertinent due diligence information (online and in person) and opportunity to conduct site inspections.

3.5.6. The Contractor shall communicate with buyers and their agents regarding Government statutory and regulatory requirements including environmental conditions, historic eligibility, and/or relocation of existing tenants, etc.

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3.5.7. Contractor must competently and aggressively represent the Government’s fiduciary interests and intentions, including all terms and conditions of payment that have been mutually agreed to between the Government and the Contractor for brokerage services.

3.5.8. The Contractor, in consultation with the Government, may be required to further revise and edit an offer to purchase based on the incoming offers and subsequent negotiations. The Contractor shall ensure that all offers received are in contract offer form.

3.6. Presentation of Offers

3.6.1. The Contractor shall engage in discussions on behalf of the Government with Offerors and their agents to provide clarity relative to the terms of price, contingencies and concessions, and sale closing in an offering.

3.6.2. The Contractor shall present all offers to the Government in accordance with their PMP with written detailed analysis of all offers, including financial viability and ability to close including a comparison of offers as related to the Government’s sale goals. The analysis shall include a recommendation to the Government by the Contractor for acceptance or rejection.

3.6.3. The Government reserves the right to reject any and all offers.

3.6.4. Only the Government may execute an OTP or subsequent quitclaim deed or approve any additional documents that contractually bind the Government to any real estate sale/purchase agreement.

3.6.5. The Contractor shall arrange for any/all closing in coordination with the Government.

4. Deliverables

All deliverables will become the property of the Government. Contractors may only mark deliverables as proprietary through mutual agreement with the GSA Contracting Officer.

Section Description

3.3 Project Management Plan

3.4.1 Pre-Marketing Analysis Plan

3.4.2 Transaction Analysis

3.4.3 Individual Property Analysis

3.4.4 Financial Modeling Analysis

3.4.5 Offer to Purchase

3.5.1 Marketing & Listing Plan

3.5.2 Marketing Materials

3.5.3 Bid Room

3.6 Presentation of Offers

5. Minimum Contract Quality Standards

The Government will evaluate the Contractor’s performance as identified below on either a Meet/Did Not Meet basis or rated as Unsatisfactory, Marginal, Satisfactory, Very Good, or Exceptional for each of the following performance criteria. The Contractor shall maintain “Meet” or “Satisfactory” ratings to be considered meeting minimum contract quality standards.

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Quality

This criterion considers the degree to which documents and reports, submitted by the Contractor, are complete, accurate, and neat, complying with applicable regulations and policy, using correct grammar and appropriate language.

Minimum performance standard: Documents generally require one or two revisions before a final draft is considered acceptable, and are accurate in content. Errors are generally minor in nature, meaning that there are no gross errors, inconsistencies, omissions, or inaccuracies.

Schedule

This criterion considers the Contractor’s ability to perform services in accordance with established timeframes.

Minimum performance standard: The Contractor provides schedule updates as part of the recurring meetings.

Any deviations from the schedule are provided with supporting documentation.

Management

This criterion considers the Contractor’s demonstration of knowledge, pertaining to contract terms, laws, statutes, regulations, Executive Orders, policies, and local markets. It also considers the Contractor’s ability to maximize competition when possible and to provide valuable business guidance and solutions to the Government. The Contractor recommends and provides innovative solutions (technology or other) to the Government.

Additionally, this criterion considers the Contractor’s ability to represent the Government in a professional manner, and establish and maintain collaborative working relationships with team members.

Minimum performance standard: The Contractor demonstrates a working knowledge of the Federal sale process. The Contractor requires occasional technical direction but executes direction accurately. The Contractor identifies obstacles and offers strategies to mitigate them during the course of the contract.

The Contractor maintains a professional demeanor. The Contractor’s interactions are generally positive and constructive. The Contractor assists in strategic planning when requested.