UCO 978 - Real Estate Counsel Transaction Services.pdf

Real Estate Counsel Transaction Services RFP, page 1

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REQUEST FOR PROPOSALS

UCO 978

Real Estate Counsel Transaction Services

Designated Contact:

[Insert name, title, address and email]

Proposal Submission Due Date:

Monday, July 28, 2025, 1:00 PM (ET)

Designated Contact:

Name: Adam Schwartz Title: Purchasing Manager Address: 230 West 40th Street New York, NY 10036 Email: adam.schwartz@cuny.edu

Issue Date: July 2, 2025 mailto:adam.schwartz@cuny.edu

Real Estate Counsel Transaction Services RFP, page 2

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Real Estate Counsel Transaction Services RFP, page 3

Table of Contents

Part 1: Key Events and Dates; Designated Contacts; Proposal Due Location; Contract Term Part 2: Proposer Qualifications and Requirements; and Diversity Participation Goals Part 3: Project Objectives and Scope; Detailed Specifications and Deliverables and Certain

Contract Specific Provisions Part 4: Technical and Management Proposal Requirements (Proposal Volume II) Part 5: Proposal Price Breakdown Pages (Proposal Volume III) Part 6: Proposal Scoring Criteria and Weights Part 7: Terms and Conditions of Contract Part 8: Service Level Agreement (if applicable) Part 9: Supplier Diversity Provisions Part 10: Important Notices to Proposers, How to Submit a Proposal

FORMS THAT MUST BE SUBMITTED WITH THE PROPOSAL

� Form 1: Proper Information and Authorized Signature; Acceptance of Contract Terms; Proper Certifications; Confidential Information; Signed RFP Addenda; and References

� Form 2: Offeror’s Affirmation of Understanding of And Agreement pursuant to State Finance Law § 139-j(3) and § 139-j(6)(b)

� Form 3: Offeror’s Disclosure of Prior Non-Responsibility Determinations and Certification of Compliance with State Finance Law § 139-j and § 139-k

� Form 4: Diversity Practices Questionnaire

� Form 5: Supplier Diversity (M/WBE/SDVOB) Utilization Plan and/or Supplier Diversity (MWBE/SDVOB) Request for Waiver Form. Also see Supplier Diversity Provisions in Part 9.

� Form 6: RFP Checklist

FORMS THAT CUNY MAY REQUIRE FROM THE PRESUMPTIVE AWARDEE

If required by CUNY, the Presumptive Awardee selected as a result of this solicitation (the “Presumptive Awardee”) shall complete, sign, and submit the following forms and certifications as described in Section 2.3.5 through 2.3.12 of Part 10 of this RFP.

� Form 7: Executive Law Article 15-A – Minority and Women-Owned Business Enterprises and

Equal Employment Opportunity Policy Statement

Real Estate Counsel Transaction Services RFP, page 4

� Form 8: Evidence in form and substance satisfactory to the University that the Contractor maintains workers’ compensation coverage and disability insurance coverage as required by the New York State Workers’ Compensation Law, or is exempt from this requirement

� Form 9: New York State Vendor Responsibility Questionnaire (NYS VendRep)

� Form 10: New York City Vendor and Principal Questionnaire (NYC PASSPort)

FORMS THAT THE CONTRACTOR MUST SUBMIT UPON REQUEST BY CUNY BEFORE,

DURING, AND AFTER THE PROPOSED CONTRACT TERM

� Form 11: CUNY Substitute W-9 Form

� Form 12: Workforce Utilization Report

� Form 13: Supplier Diversity (MWBE/SDVOB) Quarterly Contractor Compliance & Payment

Report

� Form 14: State Consultant Services – Contractor’s Planned Employment (Consultant Disclosure Form A)

� Form 15: State Consultant Services Contractor’s Annual Employment Report (Consultant Disclosure Form B)

� Form 16: Tax Law §5-a, Form ST-220-CA – Contractor Certification (Contractor to send to the University)

� Form 17: Tax Law §5-a, Form ST-220-TD – Contractor Certification (Contractor to send to the State)

� Form 18: Certified Weekly Payroll Report

� Form 19: Contractor’s Safety Protocols

Real Estate Counsel Transaction Services RFP, page 5

Part 1: Key Events and Dates; Designated Contacts; Proposal Due Location; Contract Term

Key Events and Dates

Action Date CUNY issues RFP for Real Estate Transaction Services

July 2, 2025

1st Submission of Written Questions Due Date Wednesday, July 9, 2025 at 1:00pm Eastern Standard Time (“EST”)

2nd Submission of Written Questions Due Date Thursday, July 17, 2025 at 1:00pm EST

Proposal Submission Due Date and Time Monday, July 28, 2025 at 1:00pm, EST

CUNY reserves the right to amend any of the above dates and will issue such change in writing.

Proposers are advised to read all sections of this RFP document carefully, including all terms and conditions of the Part 7 - Form of Contract. By tendering a response to this solicitation, each proposer agrees that it accepts all terms and conditions in this RFP solicitation package without exception. If a proposer requires clarification, or if a proposer seeks to propose a change or an exception, to any of the terms and conditions contained in this RFP solicitation package, including to any of the terms and conditions to the form of contract in Part 7, then proposer must make any and all such requests in writing as part of a submission of written questions prior to the Written Questions Due Date listed above. Requests for revisions or exceptions will be evaluated on a case-by-case basis, and determinations will be published in an addendum to the RFP and will apply to all Proposers.

Proposers are not to rely upon an exception agreed to for a prior contract award to govern the terms of this solicitation – all proposed exceptions must be introduced and incorporated via addendum issued specifically for this Request for Proposals solicitation. A proposer who requests or submits requests for changes to the contract terms to the solicitation after the Written Questions Due Date may result in the proposer’s proposal submission being deemed non-responsive by the University and not considered for contract award. For the avoidance of doubt, the University will not consider any requests to revise the contract terms after the Proposal Submission Due Date, and the University will not consider any requests to revise the contract terms after tentative Contract award.

I. Designated Contact(s):

In compliance with the Procurement Lobbying Law, the individual(s) identified below are the Designated Contact(s) for this Request for Proposals solicitation and may be contacted for all inquiries regarding this solicitation:

The City University of New York 230 West 40th Street, 5th Floor New York, NY 10036 Attention: Adam Schwartz/Purchasing Manager E-mail: adam.schwartz@cuny.edu

New York State Procurement Lobbying Law permits rejection of a Proposal if a Proposer has made any unauthorized contact during the Restricted Period (as defined in the mailto:adam.schwartz@cuny.edu

Real Estate Counsel Transaction Services RFP, page 6

Procurement Lobbying Law). Multiple violations of procurement lobbying restrictions regarding permissible contacts may lead to a Proposer’s being debarred from participating in future New York State procurements.

II. Proposal Due Location:

CUNY is not responsible for the delivery or submission of Proposals. Only Proposals that are sent, and accepted by the Designated Contact, shall be accepted. CUNY is not responsible for Proposals received after the deadline, regardless of the reason for lateness.

On a case-by-case basis, CUNY may deem it acceptable for Proposals to be submitted via e-mail. For this solicitation, CUNY will be accepting proposals via email.

• Proposals submitted via e-mail must include scans of original (wet) signatures and notarizations to be considered a valid Proposal.

• Proposals (including any excel spreadsheets) must be clearly labeled with three (3) separate pdf attachments clearly named for Volume I (Forms), Volume II (Technical Proposal), and Volume III (Price Proposal).

• Proposals submitted via e-mail must be clearly labeled with Proposer’s name and the RFP’s Project name by including the following subject line:

[Firm’s Name] – UCO 978 Real Estate Counsel Transaction Services Proposal Submission

Real Estate Counsel Transaction Services RFP, page 7

III. Anticipated Number of Contracts

CUNY anticipates awarding one contract based on an evaluation of best value, as further described in Part 6 of this RFP.

IV. Anticipated Contract Term:

The Contract Term will be twelve months (12) months, commencing on the date that the Contract is approved by the Attorney General and the New York State Comptroller. The Contract may be renewed for a one-year term at the University’s sole option. Such renewal, if exercised, will be subject to approval by the Attorney General and the New York State Comptroller to the extent required.

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Real Estate Counsel Transaction Services RFP, page 8

Part 2: Proposer (Law Firm) Qualifications and Requirements; and Diversity Participation Goals Paragraph I: Minimum Proposer Qualifications (mandatory qualifications]:

CUNY is seeking an appropriately qualified law firm with experience in providing the Services as described in Part 3, below. To be considered for Contract award, the Proposer must meet the following minimum qualifications:

a. Proposer (law firm) must have a verifiable operating history of at least ten (10) years.

b. Proposer (law firm) must have and propose a lead attorney who has at least ten (10) years of experience providing similar services comparable in size, scope, and complexity to those required by the contract that is the subject of this solicitation (see immediately below, and Part 3, below), including experience in negotiating the following types of real estate transactions: (1) leasehold condominiums, from condominium formation through closing, including negotiating purchase and sale agreements, ground leases, subordination, non-disturbance and recognition agreements, condominium declarations and by-laws and all other related and ancillary documents for transactions that received exemptions from real estate taxes pursuant to NY Real Property Law § 420-a; (2) purchase and sale agreements for property, including for commercial condominium units, including for retail use, and all other related and ancillary documents; (3) ground lease agreements, lease agreements, sublease agreements, including those with purchase options and negotiation of subordination, non-disturbance and recognition agreements and all other related and ancillary documents, and (4) license agreements and development agreements for construction, and all other related and ancillary documents.

c. Proposer (law firm) must have a lead attorney who has at least ten (10) years of experience providing advice on permits, including modifications to certificates of occupancy to conform with permitted uses.

d. Proposer (law firm) must have a lead attorney who has at least three (3) years of experience working with a government entity.

e. Proposer (law firm) must be authorized to do business in the State of New York.

The Proposer who is selected for Contract award will be required to sign a legal services retainer agreement in the form substantially as attached hereto as may be revised as required by the New York State Attorney General and the Office of the New York State Comptroller.

Paragraph II: Non-Mandatory Proposer Qualifications:

a. It would be preferable if Proposer (law firm) has and proposes a lead attorney who has at least three (3) years of experience working with higher education institutions.

b. It would be preferable if Proposer (law firm) has and proposes a lead attorney who has significant experience creating leasehold condominiums for the following uses:

classrooms, laboratories, and other uses typical for a college, university, or graduate school, offices, and for general office, retail, and community use.

Real Estate Counsel Transaction Services RFP, page 9

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 to use good faith efforts to meet these participation goals.

Proposers may identify potential MWBE Subcontractor(s) by, among other means, referencing the directory of New York State certified MWBEs found at the following internet address: https://ny.newnycontracts.com/

Proposers may identify potential SDVOB Subcontractor(s) by, among other means, referencing the list of New York State certified SDVOBs found at the following internet address: https://ogs.ny.gov/veterans.

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. 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/.

https://ny.newnycontracts.com/ https://ogs.ny.gov/veterans https://www1.cuny.edu/sites/selltocuny/ https://www1.cuny.edu/sites/selltocuny/

Real Estate Counsel Transaction Services RFP, page 10

Part 3: Project Objectives and Scope; Detailed Specifications and Deliverables;

and Contract-Specific Provisions

3. Project Objectives and Scope:

Executive Summary: Representation of the University as a party in the negotiation of various real estate transactions involving various properties in New York City.

3.1 Detailed Specifications and Deliverables:

Contractor shall provide real estate legal services, such as and including the following services and deliverables:

• Represent the University, as purchaser, in the negotiation of a leasehold condominium transaction, including purchase and sale agreement, ground lease and condominium documents (including declaration and by laws) to create a leasehold condominium.

• Oversee condominium formation on behalf of the University, as purchaser.

• Represent the University, as purchaser, at the closing to purchase the leasehold condominium units and prepare related closing documents and prepare and submit forms needed to be filed.

• Prepare all documentation needed to successfully achieve a real estate tax exemption under New York Real Property Law, § 420-a.

• Negotiate interim lease agreements on behalf of the University as purchaser-tenant to permit the use of the space between the execution of the purchase and sale agreement for the leasehold condominium units and the closing under the purchase and sale agreement.

• Counsel the University (as purchaser-tenant) on addressing legal aspects of permits including modifications to the existing certificate occupancy, if any, needed for the space to be permissibly used for the intended use.

• Counsel the University as a party in the negotiation of purchase and sale agreements for property, including for commercial condominium units, including for retail use, and all other related and ancillary documents, and prepare related closing documents and prepare and submit forms needed to be filed.

• Counsel the University (as purchaser-tenant) on addressing legal aspects of permits including modifications to the existing certificate occupancy, if any, needed for the space to be permissibly used for the intended use.

• Counsel the University, as a party in the negotiation of ground leases, lease agreements, sublease agreements, including those with purchase options and negotiation of subordination, non-disturbance and recognition agreements and all other related and ancillary documents.

Real Estate Counsel Transaction Services RFP, page 11

• Counsel the University as a party to license agreements and development agreements for construction, and all other related and ancillary documents.

3.2 Contract-Specific Provisions

Contractor Responsibilities – General

3.2.1 Subcontracting.

Contractor shall not subcontract any part or the entire Contract without the prior written consent of CUNY, which may be withheld, conditioned, or rescinded at CUNY’s sole and absolute discretion. CUNY may request information concerning the qualifications and experience of any proposed subcontractor, and Contractor shall provide such information promptly upon CUNY’s request. CUNY reserves the right to require that any previously approved subcontractor be removed from the Project, and Contractor shall remove any such subcontractor following notice from CUNY by the deadline specified by CUNY in such notice.

3.2.2 Location of Services.

Contractor shall provide and use its own equipment for its staff providing the Services.

3.2.3 Project Team

3.2.3.1 Contractor shall provide documentation with respect to the lead attorney

(partner) and the senior associate and paralegal (“Key Team Members”) showing that these individuals meet the qualifications required to perform the Services.

3.2.3.2 All designated individuals and their replacements, if any, of the Key Team Members are subject to CUNY’s prior written approval.

3.2.3.3 Contractor shall make best efforts to maintain continuity of the Key Team Members. Contractor shall notify CUNY in writing prior to any replacement of Key Team Members. CUNY reserves the right to approve or reject any employees proposed to replace Contractor Project Team employees.

3.2.3.4 Contractor shall designate a partner of Contractor as the Contract project manager for this project (“Lead Partner”). The Lead Partner shall:

a. maintain control over the work duties, schedule, and performance of the

Contractor Project Team and serve as principal liaison between CUNY and Contractor for purposes of administration of the Contract;

b. be employed by the Contractor; and

c. have full decision-making authority on behalf of Contractor and the authority to obligate Contractor.

3.2.3.5 For a mid-term change of Lead Partner, or during the absence of the Lead Partner, for any reason, Contractor shall promptly provide a detailed continuity plan for CUNY’s review and shall obtain prior written approval for same.

3.2.3.6 Contractor shall ensure that CUNY shall have access at all times to an individual with full authority to make decisions on behalf of Contractor.

Real Estate Counsel Transaction Services RFP, page 12

Nothing in this section shall be deemed to preclude CUNY from discussing any matters relating to Contract with any other members of Contractor’s organization.

3.2.4 Communications

Contractor shall obtain CUNY’s prior written approval before Contractor, or any of its officers, employees, agents or subcontractor(s), makes any statement to the press or issues any communication or publication concerning, or related to, the Project.

3.2.5 Document Delivery

3.2.5.1 Contractor shall provide all draft versions of the Deliverables (as described below) to CUNY in sufficient time for CUNY review, including time to make modifications and to provide approval.

3.2.5.2 Contractor shall transmit each Deliverable to CUNY with a dated and signed transmittal letter.

3.2.6 Return of CUNY Information at Termination

Except with respect to documents and data that Contractor must keep in accordance with Professional Responsibility requirements, within ten (10) calendar days of termination of Services for any reason, Contractor shall, with respect to all CUNY documents and data, in whatever media, whether originally provided or created during performance of the Services:

a. return them to CUNY; and

b. destroy data and provide independent certification of destruction of all copies.

3.2.7 Invoices

3.2.7.1 Contractor shall submit invoices to College’s Accounts Payable Department at a time interval and in a format approved by College.

3.2.7.2 Contractor shall provide sufficient and appropriate documentation with invoices. CUNY reserves the right to request additional information at any time.

3.2.7.3 Contractor acknowledges and agrees that CUNY will pay Contractor only upon acceptance of properly prepared invoices with sufficient supporting documentation.

3.2.7.4 CUNY will not pay Contractor for work performed beyond the scope of this Project or for any change order not duly authorized.

3.2.7.5 Report preparation, including editing, printing and delivery to the University and Colleges shall be the sole responsibility of the Contractor and shall not be reimbursable as a direct cost. If unusual circumstances are encountered that make it necessary for the Contractor to do additional work, Contractor shall report such conditions to College and the Related Entities. No additional work may be performed unless authorized by CUNY in writing in advance.

Real Estate Counsel Transaction Services RFP, page 13

3.2.8 Miscellaneous

3.2.8.1 Note: College will identify a Contract Manager to act as the liaison with the Contractor. College will provide Contractor with College holiday schedules.

3.2.8.2 Contractor acknowledges and agrees that College will not provide clerical support.

3.2.8.3 Contractor acknowledges and agrees that Contractor will not be provided computer time or the use of computer hardware and software.

3.2.8.4 n/a

3.2.8.5 Before performing any work under the Contract, Contractor shall procure and maintain with companies satisfactory to CUNY, the types of insurance in the amounts outlined in Part 7. Contractor shall maintain said insurance during the term of the Contract up and to the date of the final acceptance of the work, or termination of the Contract, whichever occurs later.

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Real Estate Counsel Transaction Services RFP, page 14

Part 4: Technical and Management Proposal Requirements (Proposal Volume II)

Proposer (law firm) shall provide a brief history and description of: Proposer’s business organization (with copies of organizational documents); its legal expertise and legal experience as it relates to the requirements discussed in the scope of work and specifications described in Part 3.

The information should not exceed five (5) pages, double-sided, and should include, but not be limited to:

Proposer (law firm)’s Background:

• Proposer’s name and address and, if applicable, EIN. Also indicate the type of entity, for example, a corporation, partnership, or public organization.

• name and title, address, email and telephone number of the person who receives correspondence and is authorized to make decisions or represent the Proposer. If these persons are different, include information for both.

• total number of years Proposer has been in its current business.

• Proposer’s organizational structure.

Proposer (law firm)’s Experience:

• number of years Proposer has been providing the Services required by this RFP and description of operations, facilities, and number of employees dedicated to the development of the Services described by this RFP.

• Discuss in detail how your law firm meets the minimum qualifications as stated under Part 2, Paragraph 1.

• biography and/or resumé for each Key Team Member, including personnel who would have direct contact with or provide services to the University. Indicate the roles they would play and describe their experience in performing the Services. For each, please include length of tenure with Proposer’s organization and number of years’ experience in providing the Services.

• number of current clients using the Services; identify how many of such clients are higher education institutions, government agencies or entities, and not-for-profit entities.

• proposed staffing plan for rendering the Services, including if there are plans to use any former CUNY employees, which might trigger a requirement for an ethics filing with the New York State Commission on Ethics and Lobbying in Government

Proposer’s Approach

• Discuss in detail, how your law firm will approach providing these services in accordance with the scope of work and deliverables under Part 3. This discussion should include how your law firm will endeavor to engage MWBE and SDVOB subcontractors (see Part 2, Paragraph 3).

• Discuss, if necessary, your need for CUNY’s resources in providing the services.

Real Estate Counsel Transaction Services RFP, page 15

Part 5: Proposal Price Breakdown Pages (Proposal Volume III)

Proposer (law firm) must complete ALL line items in order for the Price Proposal to be deemed responsive. Failure to do so will result in the rejection of your Proposal.

Please note that the Proposal Price is the figure that CUNY will review to compare the Proposers’ offered pricing; the Proposal Price is not the same as the Contract Price.

The Contract that may result from this RFP solicitation shall be a requirements contract, and the Proposer selected (the “Contractor”) shall provide the Services described herein, or any portion thereof required by the University, at the Hourly Rates offered below on an “as needed” basis. 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.

Proposal Price – Complete the table with the names of the proposed staff and the hourly rates offered. Hourly rates proposed must be all inclusive, CUNY will not pay for any administrative or overhead costs separately.

Name of Law Firm Attorney

Title discounted hourly rate x estimated number of hours

= extended price

Lead Partner $ x 50 = $

Partner $ x 200 = $

Senior Associate $ x 300 = $

Associate $ x 100 = $

Paralegal $ x 100 = $

Proposal Price (sum of Extended Prices) $

Proposal Price in Words: __________________________________________ dollars

Real Estate Counsel Transaction Services RFP, page 16

Part 6: Proposal Scoring Criteria and Weights

Step 1: Administrative Review

CUNY will conduct an administrative review of each Proposal to ensure that all content has been submitted in accordance with this RFP (including a completed Form 1 signed by an authorized representative of Proposer and completed Forms 2 and 3) and that Proposers meet the Minimum Qualifications set forth in this RFP. Proposals that do not include all required content may be deemed non-responsive and may not be granted any further consideration unless CUNY deems such omissions non-material. Proposers are not permitted to alter or amend their Proposals after the Proposal Submission Due Date and Time. After a firm has been identified for award, all Proposers will be notified.

Step 2: Scoring of Diversity Practices Questionnaire (5 Points)

Upon completion of its Administrative Review above, the University’s Procurement Office will score the Diversity Practices Questionnaire for Short-Listed Proposers. The Diversity Practices Questionnaire will be scored on the points system as indicated on the questionnaire. The total score received for each Diversity Practices Questionnaire will be proportionally converted for a maximum of up to five (5) points. The scores for Proposers’ Diversity Practices Questionnaires will not be disclosed to CUNY’s Technical Evaluation Committee (“Committee”) prior to their completion of their evaluation and scoring of Proposers’ Technical Proposals.

Step 3: Scoring of Volume II: Technical and Management Proposal (50 Points)

Members of the Committee will preliminarily score each Technical Proposal individually and then meet as a group to discuss and give final scores to the Technical Proposals. The preliminary Technical Score for each Proposal will consist of the sum of the scores given to the Technical Proposal by each of the Committee members, divided by the number of Committee members with a maximum score indicated in this section, and will be provided to the University’s Procurement Office. Then the members of the Committee will meet as a group to discuss the Technical and Management Proposals. After such group discussion, the Committee members will provide their individual final Technical Scores, which may or may not be the same as their preliminary Technical Scores, to the Procurement Office.

If a firm is deemed to be not technically qualified they will be removed from further evaluation.

Step 4: Scoring of Volume III: Price Proposal (35 Points)

The University’s Procurement Office will score the Price Proposals. Only the University Procurement Office will be privy to pricing information until the Committee members have

Real Estate Counsel Transaction Services RFP, page 17 completed and submitted all final scoring, including for Technical and Management Proposals and for the Oral Presentations and Product Demonstrations (if applicable) for the RFP. The Proposer offering the lowest proposed price, will receive a total of thirty-five (35) points, and higher proposed prices will receive proportionately fewer points.

Step 5: Short-Listing Proposers

The University’s Procurement Office will add the Diversity Practices Questionnaire Score, the Technical Score and the Price Proposal Score to calculate each Proposer’s Initial Score. Initial Scores will be used to create a short-list of proposers. The University’s Procurement Office will inform the Committee members of the total scores of the Proposals.

Short-Listed Proposers for this solicitation will consist of the Proposer with the highest Initial Scores and any Proposers that are within ten (10) points of the highest Initial Score.

CUNY, in its sole discretion, reserves the right to select the Proposer(s) with the highest Initial Score(s) without requiring Oral Presentations.

Step 6: Oral Presentation and Product Demonstration for Short-Listed Proposers, if required If required, the Short-Listed Proposers shall provide an Oral Presentation to the Committee in a form and manner requested by CUNY. The Committee will evaluate a Short-Listed Proposer’s Oral Presentation and award a score with a maximum of ten (10) points based on the following criteria:

• Firm meets the requirements stated in the RFP

• The capabilities of the Proposer’s staff that will lead the engagement and provide the legal services

• Discussion on examples of previous projects of a similar nature and resulting outcome

• Ability to answer questions regarding their proposal

Step 7: Calculation of Short-Listed Proposers’ Final Proposal Scores

The Final Proposal Score is the sum of the Short-Listed Proposer’s Diversity Practices Questionnaire, Technical, Price and Oral Presentation (if required) Scores for a possible maximum Final Proposal Score of one hundred (100) points.

CUNY reserves the right to request Best and Final Offers (“BAFOs”) from those Proposals receiving an Oral Presentation, solely with respect to price. Should CUNY exercise this right, CUNY will request a BAFO from each Short-Listed Proposer. A Proposer’s BAFO must offer a lower price (lower rates) than the Proposal Price originally offered by Proposer.

The price score for the Short-Listed Proposers will be adjusted accordingly to determine each Proposer’s final score.

Real Estate Counsel Transaction Services RFP, page 18

Step 8: Selection of Proposer (law firm)

The Proposer (law firm) with the highest Final Proposal Score, as calculated in accordance with the criteria set forth above, for a maximum of 100 points may be recommended by the Committee to the University for Contract award, if at all.

[Table 1 - Proposal Scoring Criteria and Weights on following page]

Real Estate Counsel Transaction Services RFP, page 19

Table 1 Proposal Scoring Criteria and Weights

Title Scoring Method

Item Weight

Section Score

Points out of

Minimum Proposer Requirements (See Part 2-Paragraph I)

Pass/Fail n/a

Diversity Practices Questionnaire

Technical and Management Proposal

Scored 50

Proposer Experience 25 Proposer Approach 25 Price Proposal Scored 35 Oral Presentation by Short- Listed Proposers, if required

Scored 10

Possible Total Score 100

Real Estate Counsel Transaction Services RFP, page 20

Part 7: Terms and Conditions of Contract

Agreement No. _______ by and between and

The City University of New York

This Legal Retainer Services Agreement (“Agreement”) is made effective as of July __, 2025 between The City University of New York (“University” or “CUNY”), with its principal office located at 205 E. 42nd Street, New York, NY 10017 and _________ (“Firm” or “Contractor”), with its principal office located at ____________is for the legal advice and representation as set forth below.

WHEREAS, Contractor has expertise in providing residential title clearing and closing services;

WHEREAS, the University has determined that Contractor is well suited to perform the required Services; and

WHEREAS, Contractor is capable of handling the Services in a skillful and effective manner; and

NOW THEREFORE, in consideration of the promises, responsibilities and covenants herein, the University and Contractor agree as follows:

I. SCOPE OF SERVICES TO BE PROVIDED

A. Contractor shall provide the services and represent the University as a party in the negotiation of various real estate transactions involving various properties in New York City (collectively, “Project”) as described herein (the “Services”).

B. Contractor shall provide the following services and deliverables:

• Represent the University, as purchaser in the negotiation of a leasehold condominium transaction, including purchase and sale agreement, ground lease and condominium documents (including declaration and by laws) to create a leasehold condominium.

• Oversee condominium formation on behalf of the University, as purchaser.

• Represent the University, as purchaser, at the closing to purchase the leasehold condominium units and prepare related closing documents and prepare and submit forms needed to be filed.

• Prepare all documentation needed to successfully achieve a real estate tax exemption under New York Real Property Law, § 420-a.

• Negotiate interim lease agreements on behalf of the University as purchaser-tenant to permit the use of the space between the execution of the purchase and sale agreement for the leasehold condominium units and the closing under the purchase and sale agreement.

Real Estate Counsel Transaction Services RFP, page 21

• Counsel the University (as purchaser-tenant) on addressing legal aspects of permits including modifications to the existing certificate occupancy, if any, needed for the space to be permissibly used for the intended use.

• Counsel the University as a party in the negotiation of purchase and sale agreements for property, including for commercial condominium units, including for retail use, and all other related and ancillary documents, and prepare related closing documents and prepare and submit forms needed to be filed.

• Counsel the University (as purchaser-tenant) on addressing legal aspects of permits including modifications to the existing certificate occupancy, if any, needed for the space to be permissibly used for the intended use.

• Counsel the University, as a party in the negotiation of ground leases, lease agreements, sublease agreements, including those with purchase options and negotiation of subordination, non-disturbance and recognition agreements and all other related and ancillary documents.

• Counsel the University as a party to license agreements and development agreements for construction, and all other related and ancillary documents.

A. Contractor shall not commence litigation on the University’s behalf.

II. TERM

When signed by the parties and approved by all necessary government agencies, this Agreement shall be in effect for one year beginning when the Agreement is approved by the State, to the extent required (“Term”), unless terminated earlier pursuant to its terms, and the University shall have the option to renew the Agreement for an additional one-year period, subject to approval by the Office of the Attorney General and Office of the State Comptroller, to the extent required. This Agreement will have no force and effect and the State bears no liability unless the procurement documents and contracts are approved by the Office of the Attorney General and Office of the State Comptroller or the pertinent pre-audit review period has elapsed.

III. AMENDMENTS

A. This Agreement may be amended only upon the mutual written agreement of the parties.

B. Any modification to this Agreement, before it becomes effective, must be in writing and signed by the parties hereto and approved by the Office of the Attorney General and Office of the State Comptroller, to the extent required.

IV. TERMINATION

A. The University shall have the right to terminate this Agreement on written notice to the Contractor for unavailability of funds.

Real Estate Counsel Transaction Services RFP, page 22

B. The University may terminate the Agreement immediately upon written notice of termination to the Contractor, if the Contractor fails to comply with the terms and conditions of this Agreement and/or with any laws, rules, regulations, policies or procedures affecting this Agreement.

C. The University may terminate this Agreement without cause by thirty (30) days’ prior written notice.

D. The University reserves the right to terminate this Agreement in the event it is found that the certification filed by the Contractor in accordance with New York State Finance Law Sections 139-j and 139-k was intentionally false or intentionally incomplete. Upon such finding, the University may exercise this termination right by providing written notification to the Contractor in accordance with the written notification terms of this Agreement.

E. Non-compliance with the procurement laws, as noted in Section XIV of this Agreement, will lead to contract termination at the option of CUNY.

F. This Agreement may be terminated at any time upon mutual written consent of CUNY and the Contractor.

G. Contractor only may terminate this Agreement with cause by giving thirty (30) days’ prior written notice to CUNY to the extent that such termination is consistent with Contractor’s professional ethical obligations to the University. Contractor also may terminate this Agreement on any ground permitted or required by the New York Rules of Professional Conduct.

H. In the event of termination of this Agreement by either party, the University shall be liable for the actual and necessary expenses for services provided by Contractor in accordance with the terms of this Agreement up to and including the effective date of termination, provided however that the University only shall be liable for such costs if the termination is by the University is not for cause.

Furthermore, the amount due will be paid, and the Contractor will undertake no additional expenditures not already required.

V. CONTRACTOR RESPONSIBILITY

A. Contractor shall, at all times during the Agreement term, remain “responsible” (as defined under New York State Finance Law and demonstrating financial ability, legal capacity, integrity, and continuing its good performance record).

B. Contractor agrees, if requested by the University, to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance, and organizational and financial capacity.

C. The University, in its sole discretion, reserves the right to suspend any or all activities under this Agreement, at any time, if it discovers information that calls into question the responsibility of Contractor. In the event of such suspension, Contractor will be given written notice outlining the particulars of such suspension. Upon issuance of such notice, Contractor must comply with the terms of the suspension order. Agreement activity may resume at such time that the University issues a written notice authorizing a resumption of performance under the Agreement.

Real Estate Counsel Transaction Services RFP, page 23

D. Upon written notice to Contractor, and a reasonable opportunity to be heard with appropriate University officials or staff, the Agreement may be terminated by the University where Contractor is determined by the University to be non-responsible. In such event, the University may complete the contractual requirements in any manner it may deem advisable and pursue available legal or equitable remedies for breach.

VI. COMPENSATION

A. Funding for the entire period of this Agreement shall not exceed the aggregate amount of _________________ dollars ($_____), including disbursements, for the Term, and any change in the aforementioned aggregate total amount will be subject to authorization by the University Board of Trustees and approval from the Office of the Attorney General and the Office of the State Comptroller, to the extent required, which approval shall not be unreasonably withheld.

Real Estate Counsel Transaction Services RFP, page 24

B. Contractor has agreed to discount its normal and customary fees for attorneys and paraprofessionals who provide services pursuant to this Agreement consistent with the intent of Executive Order Number 10. It is offering a discount of ____% for the rates for _______, a discount of ___% for the rates for ___________, a ___% discount for the rates for _________, Name of Law Firm Attorney

Title discounted hourly rate

Lead Partner $

Partner $

Senior Associate $

Associate $

Paralegal $

Contractor shall staff matters leanly for maximum cost effectiveness with Associates taking the lead to the maximum extent possible, consistent with levels of experience necessary to advise the University effectively.

If Contractor wishes to assign any partners or associates or paralegals not named above to provide services under this Agreement, then Contractor shall obtain the University’s prior approval from any such alternate assignments and Contractor shall not charge billing rates that exceed the rates set forth above for those alternate partners and associates and paralegals.

C. Hourly fees must be inclusive of any clerical and support personnel and routine expenses such as telephone (local or long distance), fax, routine photocopying, local deliveries, routine “secretarial overtime,” “document preparation fees,” and routine searches on computer and legal research databases such as LEXIS, but may exclude, when necessary and at actual cost only, for out-of-pocket expenses such as express delivery, filing fees, special copying services, and travel, which expenses shall be separately itemized and billed. All travel expenses and any other expenses that exceed five hundred dollars ($500) must be pre-approved by the University. Contractor will be reimbursed only for the actual cost of any expenses. To receive reimbursement for expenses, Contractor must list all items on an invoice with a copy of the receipt attached.

D. Contractor shall not bill the University for internal discussions or for internal meetings.

E. Contractor shall not bill or receive payment for travel time.

F. Contractor agrees to be bound by the rates of reimbursement for travel and related expenses set forth in New York State Accounting Bulletins effective at the time that travel and related expenses are incurred. Additional information regarding travel expenses may be found at:

https://www.osc.state.ny.us/agencies/travel/travel.htm.

http://www.osc.state.ny.us/agencies/travel/travel.htm http://www.osc.state.ny.us/agencies/travel/travel.htm

Real Estate Counsel Transaction Services RFP, page 25

G. Fees shall become payable by the University upon Contractor’s satisfactory performance of actual and necessary portion of the Services under this Agreement and the University’s receipt of an invoice in accordance with this section.

H. Timeliness of payment and any interest to be paid to Contractor for late payment shall be governed by Article 11-A of the State Finance Law to the extent required by law. Contractor agrees to provide the University with such detailed documentation substantiating fees and disbursements as the University may request.

Any and all such invoices shall contain a detailed itemization of requested compensation. Billing for services not separately delineated (commonly known as “block billing”) is not acceptable. The invoices shall, at a minimum, include:

1. a brief description of the work performed;

2. the name of the individual performing the service, such as person’s title, and billing rate;

3. a summary of the total number of hours of services performed by each person;

4. the date(s) that each billed service was rendered;

5. a description of all reimbursable disbursements and expenses itemized by category, including travel, with documentation;

6. the total amount billed for services for the invoice period;

7. the beginning and ending date of the period to which the statement pertains; and

8. the number assigned to this contract by the University and the Contractor’s taxpayer identification number.

I. Contractor acknowledges that all invoices shall be submitted electronically to invoices@cuny.edu, or to such other electronic address or in such other manner as may be identified by the University from time to time. All invoices and amounts contained therein shall be subject to the review and approval of the University.

J. Contractor shall submit to the University its invoices for services rendered within the seven business days following the calendar month in which the Services were performed.

K. Contractor shall not be paid for the preparation of the legal services agreement or invoices or billing statements or for the correction of any error in previously submitted invoices or billing statements.

L. Throughout the term of this Agreement, Contractor shall be reimbursed only for actual and necessary expenses for services actually performed in accordance with this Agreement.

M. Contractor shall provide complete and accurate billing invoices to the University in order to receive payment. Billing invoices submitted to the University must contain all information and supporting documentation required by the Contract, the University, and OSC. Payment for invoices submitted by Contractor only shall be rendered electronically unless payment by paper check is expressly authorized by the University, in the University’s sole discretion. Such electronic payment shall be made in accordance with ordinary the University and State procedures and practices.

Contractor shall comply with the State Comptroller’s procedures to authorize electronic payments.

Authorization forms are available at the State Comptroller’s website at www.osc.state.ny.us/epay/index.htm, by e-mail at epundit@osc.state.ny.us or by telephone mailto:invoices@cuny.edu http://www.osc.state.ny.us/epay/index.htm mailto:epundit@osc.state.ny.us

Real Estate Counsel Transaction Services RFP, page 26 at (518) 474-4032. Contractor acknowledges that it will not receive payment on any invoices submitted under this Contract if it does not comply with the State Comptroller’s electronic payment procedures, except where the Commissioner has expressly authorized payment by paper check as set forth above.

VII. STAFF

A. Contractor shall assign the attorney identified in Section VI.B., above, as the lead engagement partner and may use other firm personnel for its duties hereunder. Contractor may not make changes to the lead engagement partner without the University’s prior approval.

B. Contractor specifically represents and agrees that its members, officers, employees, and shareholders have and shall possess the experience, knowledge, and character necessary to qualify them individually for the particular duties performed hereunder.

C. Contractor shall be fully responsible for performance of work by and conduct of its staff the University reserves the right to request the removal of any Contractor staff if, in the University’s discretion, such staff is not performing in accordance with the Agreement.

D. Contractor will not subcontract any of its services to another law firm or lawyer without the prior written approval of the University. Contractor will obtain prior approval from the University for the retention of any consultants and subcontractors hired on behalf of the University.

E. Contractor warrants that its services shall be performed in accordance with applicable professional standards and that Contractor shall correct, at no charge to the University, services that fail to meet applicable professional standards and which result in obvious or patent errors in the progression of its work.

F. The University shall direct all activities performed by Contractor under this Agreement. Such activities shall generally be directed by the University’s General Counsel, and by such other individuals as the University’s General Counsel may designate to the Contractor by written notice.

Contractor may assume that any direction provided by such individuals shall be with the actual or apparent authority of the University, and accordingly shall be binding upon the University.

G. If, in order to provide the services set forth in Section I, entitled “Scope of Services to Be Provided,” Contractor must make an external connection to the University’s or the State of New York’s (“State”) data communications infrastructure and/or access the University’s or State information systems, Contractor shall in all respects comply with all the University and State policies and procedures regarding such connections and information systems access and undertake whatever actions are necessary in…