McDermott Will &Emery Boston Brussels Chicago Ddsseidon? Houston London Los Angeles Miami Milan Stephen M. Ryan Munich NewYerk Orange County Paris Rome Silicon Valley Washington. DC. Attorney at Law sryan@mwe.com Strategic alliance with MWE China Law Of?ces (Shanghai) +1 202 756 8333 April 16, 2012 Via Email (Kevin. errg@gsa. gov) and Express Mail Mr. Kevin M. Terry Contracting Of?ce United States General Services Administration 301 7th Street, SW Washington, DC 20407 Re: Agency-Level Protest of Selection of Preferred Selected Developer for Redevelopment of the Old Post Office Building and Annex (Solicitation NR-73002105) Mr. Terry: Attached for your immediate review is the enclosed agency?level protest of the unlawful and unwise decision of the United States General Services Administration to award the rights to negotiate a lease for the redevelopment of the historic Old Post Of?ce building and annex (?Old Post Of?ce?) to the Trump organization (?Trump?) in response to solicitation NR- 73002105 (?Solicitation? or The enclosed Attachment 1 is incorporated fully here by reference, and is submitted on behalf of BPJVIetropolitan Investors, LLC a disappointed offeror who competed unsuccessfully for the opportunity. BPM requests that the GSA rescind the selection of Trump as the PSD, re?open the Solicitation with the competitive range of offerors who had submitted conforming bids to the Solicitation, and permit qualifying offerors the opportunity to enter into negotiations with GSA and further amend their initial bid amounts all to the bene?t of the US. taxpayer. I. Summary Of Legal Basis For Overturning the Award The legal basis for overturning the award is explained at length in the enclosed Attachment 1 and includes: 0 First, despite requesting in writing that BPM enter into discussions with GSA regarding speci?c identi?ed weaknesses/de?ciencies, GSA failed to evaluate the terms of amended offer submitted at the December 21 presentation to GSA. At the debrie?ng on February 29, GSA made it clear that it perceived the BPM and Trump proposal were essentially rated the same, except for Trump?s allegedly superior ?nancial offer to GSA, However, despite the fact that GSA was legally required to do so, GSA has admitted it failed to evaluate amended US. practice conducted through McDermott WilE Emery LLP. 500 Thirteenth Street, N.W. Washington D.C. 20005-3096 Telephone: +1 202 756 8000 Facsimile: +1 202 756 8087 Page 2 Protest of Solicitation NR-73002105 ?nancial offer to GSA made both in writing and in the course of the presentation to GSA on December 21, 201 l. a Second, GSA failed to properly evaluate Factor 3 (Developer?s Financial Capacity and Capability) of the RFP. This section required, in part, that all offerors submit speci?c information ?[f]or developer and development team, a statement regarding any . . . bankruptcy or loan defaults on real estate development projects.? Either GSA failed to properly assess the hundreds of publicly accessible records regarding Trump entity bankruptcy and loan defaults related to real estate development projects that Trump had a duty to disclose; or alternatively Trump?s proposal failed to fully disclose these bankruptcies and loan defaults, and hence did not comply with the RFP. Whichever failure occurred, it creates an insurmountable legal problem for GSA with regard to this award. The record of Trump bankruptcies by all accounts we have reviewed indicates that Trump is an unreliable business partner. Trump has a different posture at bid and award press conferences and unfavorable history revealed in bankruptcy and court proceedings that emerge as the project fails. The record reveals that Trump projects often fail, and fail publicly. In those instances of failure, Trump has often walked away arguing that: the Trump organization only lent its name through licensing and/or (2) the Trump organization disparages or sues the business partner in position; while (3) suggesting the failure is anyone else?s fault other than Trump?s. We are today providing GSA with representative media and public records regarding Trump bankruptcy, loan defaults, project terminations and litigation that should have been disclosed by Trump and considered by GSA. See Appendix A and to Attachment 1. 0 Third, the GSA failed to properly conduct a price reasonableness analysis of Trump?s offer in accordance with the express requirements of the RFP. A properly conducted price reasonableness analysis would have resulted in the conclusion that the minimum base lease proposed by Trump would require Trump to obtain hotel room revenues which are simply not obtainable in this location based on the concepts for the redevelopment. In fact, the Trump proposal promises up to in investment, while BPM proposed a more realistic in investment, but despite the increased investment, Trump unrealistically claimed it would deliver much higher revenues to the GSA. In contrast, the solid BPM bid was premised upon the ?nancial participation of destination retail stores from the most prominent luxury brands in collaboration with the operation of a Waldorf Astoria hotel. The BPM retail team members are unique and exclusive to the BPM proposal and are absent in any form in the Trump offer. Instead, Trump offered two unnamed restaurants and a spa. After a ?nal contract award, when the Trump revenues promised to GSA are found to be unachievable, the GSA and US. taxpayers will be left with an unrealistic economic model and another failed attempt to redevelop the Old Post Of?ce. GSA and the US. taxpayers will have no choice but to ?trade out? the unrealistic ?great deal? it was promised for the far more pedestrian or even more disastrous outcome when it is taken back in default. 0 Fourth, GSA improperly evaluated the past performance of offerors with regard to Evaluation Factor 1 (Experience and Past Performance of Developer and Developer?s Key Page 3 Protest of Solicitation Personnel) of the RFP. conclusion that Trump?s proposal was equivalent in rating to proposal was unreasonable in light of the three issues described above, as well as the lack of direct development, hospitality or historic preservation expertise here in Washington regarding the Trump organization, compared with team of substantial expertise and experience in Washington. Furthermore, failure to include on the Source Evaluation Board the day of the presentations a single person with destination retail, luxury hospitality or historic preservation and architectural/design expertise when the plans for redevelopment of the Old Post Of?ce that were considered by GSA for potential award were focused on these quali?cations is unexplained, especially as GSA requested speci?c explanation of these areas in their letter to BPM on December 13. failure to include appropriate SEB expertise at the presentation impacted ability to properly consider both the development concept and the ability to negotiate an appropriate and realistic ?nancial return to the US. taxpayer. GSA did not choose the ?highest and best use? for the property in accordance with the express requirements of the RFP. GSA damaged the interests of US taxpayers by accepting an unrealistic bid from the Trump team. GSA failed to evaluate revised economic bids it received from BPM and at least one other bid team, and improperly scored the Trump bid. Any one of these legal objections is suf?cient of itself to require the overturning of the award. The US. taxpayer interests will be best served by taking non-legal corrective action at this juncture. II. GSA Corrective Action Is Warranted For Other Business Reasons Setting aside for the moment the profound legal reasons why GSA must take corrective action described above, the GSA award to Trump exhibited a fundamentally ?awed business judgment by not asking for best and ?nal offers from BPM and other similarly ranked bid teams that GSA has acknowledged were the closest competitors to Trump for award. By own acknowledgement, the ?nancial offer must follow a sound business concept. GSA, instead, improperly scored the Trump proposal and hastily elected to choose the highest ground rent absent a sound economic and business foundation. While this is not a ?legal violation? because GSA did not have a legal duty to ask for is a violation of sound business judgement. The new GSA leadership should take the opportunity presented now to fix the fundamental ?aw in decision making that was and will deprive the GSA and US. taxpayers of the best value and a sound development concept. On information and belief, other offerors fully expected further negotiations to be conducted by GSA age; GSA had availed itself of the opportunity to better understand the different concepts presented by the offerors in the December presentations. By not asking for BAFOs from the quali?ed offerors for a rnulti-decade lease and redevelopment agreement with a potential value in the hundreds of millions of dollars, GSA has condemned the US taxpayers to the initial offer and ?awed concept of Trump without further discussion or negotiations with the other quali?ed offerors. This poor business judgement violates every tenet of good selection and bargaining practices. Page 4 Protest of Soiicitation NR-73002105 BPM has been told by GSA that discussions took place between GSA and at least three of the closest teams: (1) the BPM team, which included Hilton Worldwide, with over 3,700 hotels including the historic Waldorf Astoria in (2) the Hyatt team, with over 483 properties; and (3) the Marriott team, with over 3,400 properties Instead of negotiating with offerors, GSA simply awarded this iconic, historic but troubled property to the Trump team (which operates or licenses the Trump name to only 7 hotels, a mere fraction in terms of quantity or operating history when compared with the competitors), based on unrealistic projected revenues that will never be paid to the US. taxpayer but that are listed in Trump?s initial offer. The failure to seek BAF Os from offerors in the competitive range was both inconsistent with prior awards made by GSA, such as the Hotel Monaco development in 2003, and leaves tens of millions of dollars on the table from other offerors, such as BPM, who fully expected the opportunity to modify and increase their ?nancial offer terms to GSA after further detailed discussions. The undisputable fact that GSA went so far as to ignore amended ?nancial proposal and not even evaluate it is arbitrary and capricious, as is its failure to obtain BAFOS. One failure is legally cognizable, but both together create an immediate need for agency voluntary corrective action. 111. Conclusion ?rst and second attempts years ago to redevelop the Old Post Of?ce left the GSA and the US. taxpayer with tenants who had not paid rent in years, and with facilities that are now empty or underperforming, all in the prestigious stretch between the White House and the US Capitol on the most important street in the America. This lack of proper business judgement led to the waste of a taxpayer asset, under use of a national architectural treasure and the revenue draining uses of today. This continued pattern of poor judgement must be corrected. If this award to the Trump team is not overturned, GSA will be on its way to a third, even more devastating failure for this historical landmark with a business partner whose history of repeated failure demonstrates that it cannot be counted upon to deliver what it promises. BPM is standing by, eager to re-engage with regard to its proposal and looks forward to prompt response with regard to this matter. Sincerely, Stephen M. Ryan James W. Kim Counsel for BP-Metropolitan Investors, LLC April 30,2012 Via Email (Kevin. eny@gsa. gov) and FedEx Mr. Kevin M. Terry Contracting Of?cer United States General Services Administration 301 7th Street, SW Washington, DC 20407 Re: Agency-Level Protest of Selection of Preferred Selected Developer for Redevelopment of the Old Post Office Building and Annex (Solicitation NR- 73002105) Dear Mr. Terry: As you are aware, BP-Metropolitan Investors, LLC (?Metropolitan?) competed unsuccessfully for the above referenced solicitation and opportunity to redevelop the Old Post Of?ce Building and Annex. This letter sets forth Metropolitan?s protest and requests your immediate review of the unlawful and unwise decision of the United States General Services Administration to award the rights to negotiate a lease for the redevelopment of the historic Old Post Of?ce building and annex (?Old Post Of?ce?) to the Trump organization (?Trump?) in response to solicitation (?Solicitation? or Metropolitan requests that GSA rescind the selection of Trump as the PSD, re?open the Solicitation with the competitive range of offerors who had submitted conforming bids to the Solicitation, and permit qualifying offerors the opportunity to enter into negotiations with GSA and further amend their initial bid amounts all to the bene?t of the US. taxpayer. 1. Summary Of Legal Basis For Over-turning the Award First, despite requesting in writing that Metropolitan enter into discussions with GSA regarding speci?c identi?ed weaknesses/de?ciencies in the proposal, GSA failed to evaluate the terms of Metropolitan?s amended offer submitted at the December 21 presentation to GSA. At the debrie?ng on February 29, GSA made it clear that the Metropolitan and Trump proposals were essentially rated the same, except for Trump?s allegedly superior ?nancial offer to GSA. However, despite the fact that GSA was legally required to do so, GSA (by its own admission) failed to evaluate Metropolitan?s amended ?nancial offer to GSA which was made both in writing and in the course of the presentation to GSA on December 21, 2011. Second, GSA failed to properly evaluate Factor 3 (Developer?s Financial Capacity and Capability) of the RFP. This section required, in part, that all offerors submit ?[fjor developer and development team, a statement regarding any . . . bankruptcy or loan defaults on real estate development projects.? Either GSA failed to properly assess the hundreds of publicly accessible records regarding bankruptcy and loan defaults related to Trump?s real estate development projects and/or Trump?s proposal failed to fully disclose these bankruptcies and loan defaults, and hence did not comply with the RFP. Whichever failure occurred, it creates an insurmountable legal problem for GSA with regard to this award. The record of Trump bankruptcies indicates that Trump will be an unreliable business partner. Trump has a different posture at bid and award press conferences than it has in bankruptcy and court proceedings that emerge as a project fails. The public record reveals that Trump projects often fail, and fail with a great deal of negative publicity. In those instances of failure, Trump has often: (I) argued that Trump only lent its name to the failed project through licensing, (2) disparaged or sued the business partner in position; and/or (3) suggested the failure is the fault of someone other than Trump. 0 Third, GSA failed to properly conduct a price reasonableness analysis of Trump?s offer in accordance with the express requirements of the RFP. A properly conducted price reasonableness analysis would have resulted in the conclusion that the minimum base lease proposed by Trump would require Trump to obtain hotel room revenues which are simply not obtainable in the Old Post Of?ce?s location based on the concepts for the redevelopment. In fact, the Trump proposal promises up to $200 million in investment, while Metropolitan proposed a more realistic $140 million in investment; but despite Trump?s promised higher level of investment, Trump unrealistically claims it would deliver much higher revenues to the GSA. In contrast, the solid Metropolitan bid is premised upon the ?nancial participation of destination retail stores from the most prominent luxury brands, in collaboration with the operation of a Waldorf Astoria hotel. The Metropolitan retail participants are unique and exclusive to the Metropolitan proposal, and are absent in any form in the Trump offer. Instead, Trump offered two unnamed restaurants and a spa. After a ?nal contract award, when the Trump revenues promised to GSA are found to be unachievable, the GSA and US taxpayers will be left with an unrealistic economic model and another failed attempt to redevelop the Old Post Office. When GSA takes back the project in default, GSA and the US. taxpayers will have no choice but to ?trade out? the unrealistic ?great deal? promised by Trump for a far more pedestrian, or even potentially disastrous outcome. Fourth, GSA improperly evaluated the past performance of offerors with regard to Evaluation Factor 1 (Experience and Past Performance of Developer and Developer?s Key Personnel) of the RFP. conclusion that Trump?s proposal was equivalent in rating to Metropolitan?s proposal was unreasonable in light of the three issues described above, as well as Trump?s lack of direct development, hospitality or historic preservation expertise in Washington, especially when compared with Metropolitan?s team of substantial expertise and experience in Washington. Furthermore, failure to include on the Source Evaluation Board on the day of the presentations even a single person with destination retail, luxury hospitality or historic preservation and architectural/design expertise is inexplicable given that the plans for redevelopment of the Old Post Of?ce that were considered by GSA for potential award were focused on these quali?cations. Indeed, GSA requested speci?c explanation of these areas in their letter to Metropolitan on December 13. failure to include appropriate SEB expertise at the presentation impacted ability to properly consider both the development concept and the ability to negotiate an appropriate and realistic ?nancial return to the US. taxpayer. GSA did not choose the ?highest and best use? for the property in accordance with the express requirements of the RFP. GSA damaged the interests of US. taxpayers by accepting an unrealistic bid from Trump. GSA failed to evaluate revised economic bids it received from Metropolitan and at least one other bid team, and improperly scored the Trump bid. Any one of these legal objections is suf?cient of itself to require the overturning of the award. The US. taxpayer interests will be best served by taking non- legal corrective action at this juncture. II. GSA Corrective Action Is Warranted For Other Business Reasons Setting aside for the moment the profound legal reasons why GSA must take the corrective action described above, award to Trump exhibited a ?andamentally ?awed business judgment by not asking for best and ?nal offers from Metropolitan and other bid teams that GSA has acknowledged were the closest competitors to Trump for award. By own acknowledgement, the ?nancial offer must follow a sound business concept. GSA, instead, improperly scored the Trump proposal and hastily elected to choose the highest ground rent absent a sound economic and business foundation. While this is not a ?legal violation? because GSA did not have a legal duty to ask for is a violation of sound business judgement. The new GSA leadership should take the opportunity presented now to ?x the fundamental ?aw in decision making that will deprive the GSA and US. taxpayers of the best value an_d a sound development concept. On information and belief, other offerors fully expected further negotiations to be conducted by GSA after GSA had availed itself of the opportunity to better understand the different concepts presented by the offerors in the December presentations. By not asking for BAFOs from the quali?ed offerors for a multi-decade lease and redevelopment agreement with a potential value in the hundreds of millions of dollars, GSA has condemned the US. taxpayers to the initial offer and ?awed concept of Trump without further discussion or negotiations with the other quali?ed offerors. This poor business judgement violates every tenet of good selection and bargaining practices. Metropolitan has been told by GSA that discussions took place between GSA and at least three of the closest teams: (1) the Metropolitan team, which included Hilton Worldwide, with over 3,843 hotels including the historic Waldorf Astoria in (2) the Hyatt team, with over 483 properties; and (3) the Marriott team, with over 3,400 properties. Instead of negotiating with offerors, GSA simply awarded this iconic, historic but troubled property to Trump (which operates or licenses the Trump name to fewer than 10 hotels, a mere fraction in terms of quantity or operating history when compared with the competitors), based on unrealistic projected revenues that will never be paid to the US. taxpayer but that are listed in Trump?s initial offer. The failure to seek BAF Os from offerors in the competitive range was both inconsistent with prior awards made by GSA (such as the Hotel Monaco development in 2003) and leaves tens of millions of dollars on the table from other offerors, such as Metropolitan, who fully expected the opportunity to modify their offer terms to GSA after further detailed discussions. The undisputable fact that GSA went so far as to ignore Metropolitan?s amended ?nancial proposal is arbitrary and capricious, as is its failure to obtain BAF Os. One failure is legally cognizable, but both together create an immediate need for agency voluntary corrective action. 111. Conclusion GSA's ?rst attempt years ago to redevelop the Old Post Office left the GSA and the US. taxpayer with tenants who did not pay rent for years, and with facilities that are now empty or underperforming, all in the prestigious stretch between the White House and the US. Capitol on the most important street in America. This lack of proper business judgement led to the waste of a taxpayer asset and a national architectural treasure. This continued pattern of poor judgment must be corrected. If this award to Trump is not overturned, GSA will be on its way to another, even more devastating failure for this historical landmark with a business partner whose history of repeated failure demonstrates that it cannot be counted upon to deliver what it promises. Metropolitan is eager to re?engage with regard to its proposal for the Old Post Of?ce and looks forward to prompt response and action with regard to this matter. Sincerely, Cary er Manager BP?Metropolitan Investors, LLC Request for Proposals Redevelopment of Old Post Of?ce Washington, D.C. March 24, 2011 U.S. General Sewices Administration Public Buildings Service National Capital Region TABLE OF CONTENTS I. INTRODUCTION ..4 A. Vision and Goals B. Facilitating the Project C. Developer Selection II. OPPORTUNITY ..6 A. Rights, Roles and Opportunities OVERVIEW OF THE OLD POST A. History B. Recent History C. Architecture D. Building Data IV. PROPOSED TRANSACTION ..9 A. Transaction Overview B. Land and Existing Buildings Lease C. Conditions of Land Lease Transaction Offers D. Financing Plan E. Purchase Price V. SELECTION PROCESS AND EVALUATION CRITERIA ..1 A. Selection Process B. RFP Schedule C. Evaluation Criteria D. Evaluation Factors E. Pre-submittal Briefing and Building Tour F. Additional Project Information VI. SUBMISSION REQUIREMENTS .. 14 A. Submission of Proposal B. Overview of Submittal Organization and Contents VII. PROPOSAL ORGANIZATION AND CONTENT ..15 A. Information Statement B. Format C. Section Descriptions 1. Experience and Past Performance of DeveIOper and Developer?s Key Personnel 2. Developer?s Site Plan and Design Concept 3. Developer?s Financial Capacity and Capability 4. Developer?s Financial Offer and Supporting Financial Information Statement Appendices and Exhibits Appendices Appendix A: Legal and Regulatory Requirements and Approvals Appendix B: Sample Documents Appendix C: Templates for Quali?cations Matrices Exhibits Exhibit A: Exhibit B: Exhibit C: Exhibit D: Exhibit E: Exhibit F: Exhibit G: Exhibit H: Exhibit I: Authorizing Legislation National Historic Preservation Act Public Law 98-1 Nancy Hanks Center Designation Inter-agency Agreement between GSA the U. S. Department of the Interior 3/17/09 Memorandum of Agreement between the Washington Ringing Society and the General Sewices Administration Draft Historic Preservation Guidelines Old Post Of?ce Building and Pavilion Annex Location Map Phase II Pile Study Robert Bio graphy/Lease Agreement I. Introduction U.S. General Services Administration?s National Capital Region is pleased to issue this Request for Proposals for the redevelopment of the Old Post Office building, land and Pavilion Annex a property listed in the National Register of Historic Places and located at 1100 Avenue, NW, in the District of Columbia under the jurisdiction, custody and control of GSA. This redevelopment of the OPO offers a unique opportunity for the private sector to collaborate with the public sector to redevelop federally owned property for private sector redevelopment and use through the enactment of Old Post Office Building Redevelopment Act of 2008 PL 110-359 (HR 5001) (?the Act?) and Section 111 of the National Historic Preservation Act of 1966 (NHPA) (?Section 11 which allows GSA to enter into leases for assets listed on the National Register of Historic Places. The Act directs the Administrator of General Services Administration to provide for the redevelopment of the OPO, including any improvements thereon and specifically including the Pavilion Annex in accordance with existing authorities available to the Administrator and consistent with the redevelopment plan previously approved by the Committee 011 Transportation and Infrastructure of the House of Representatives and the Committees on Appropriations and Environment and Public Works of the Senate. (See attached Exhibit A). The Preferred Selected Developer will be responsible for the restoration, rehabilitation, preservation and/or adaptive use of the OPO, as well as management and operations. The OPO, located in the heart of the Federal Triangle on Avenue, NW in Washington, DC, offers tremendous potential for redevelopment with its historic character, unique architecture and urban position. As indicated by growing public and private interest, the OPO is poised for redevelopment. A. Vision and Goals GSA, in redeveloping the OPO, envisions an opportunity to enhance the value of the asset to the United States in accordance with the Act which directs GSA to seek proposals and enter into a lease agreement with a developer while meeting its goals to: 0 leverage the expertise of the real estate industry to reposition the OPO as a viable asset; 0 preserve the historic integrity of this unique and important asset; 0 put the OPO to its highest and best use; 0 provide a lucrative ?nancial return to the Government; 0 provide for public access; and 0 contribute to the vitality of Avenue, the Federal Triangle and the District of Columbia. B. Facilitating the Project GSA is taking the following steps to facilitate the process. I GSA has established a formal selection process in which the RFP speci?es the speci?c selection criteria for the most highly quali?ed developer (identi?ed as the PSD) to redevelop the 0 GSA is responsible for complying with the National Environmental Policy Act and has initiated the NEPA process through the distribution of scoping letters that invite early comments from stakeholder agencies and interested parties. GSA will be preparing an Environmental Assessment for the project. All information pertaining to the EA will be posted on 0 GSA is responsible for complying with Section 106 of the National Historic Preservation Act In accordance with NHPA and its implementing regulations, 36 CFR Part 800, GSA is required to consult with the DC State Historic Preservation Of?cer and other interested parties to consider the effects of the OPO redevelopment. GSA, with the PSD, will enter into a Programmatic Agreement or Memorandum of Understanding with the SHPO, which may include a historic covenant for the long term preservation of the historic integrity of the property; I GSA commissioned a below-grade pile study, due to concerns that the structural integrity of the timber piles had been compromised as a result of deterioration due to groundwater drawdown, to assure GSA the piles are sound and can bear the current load upon it. The study reassures GSA on both accounts. Exhibit H.2010 Timber Pile Foundation Investigation URS March 2011. 0 GSA will rely on market-analysis based responses to its solicitation to help determine the highest and best use; and - GSA has created a web site at to provide the public with project information. C. Developer Selection The selection process will be carried out in accordance with the evaluation criteria and procedures outlined in this RFP. The RFP process solicits comprehensive and detailed proposals which will demonstrate the experience and past performance of the developer and developer?s key personnel, developer?s site plan and design concept, developer ?nancial capacity and capability and developer?s ?nancial offer with supporting ?nancial information that will clearly delineate the transaction structure as the overall basis for the selection of the submission that best meets criteria. GSA will then negotiate and execute a Lease Agreement under Section 111 of the NHPA, with the PSD. II. The Opportunity Redevelopment of the OPO will be the responsibility of the PSD, with oversight by GSA, in accordance with Public Laws and other guidance. This section brie?y outlines overarching role in the redevelopment and provides information on the legal and regulatory context for the project. Rights, Role and Responsibilities: 0 GSA will continue to exercise custody of the OPO on behalf of the Federal government; - GSA will lease the OPO in IS, WHERE condition. The ?nal terms of the relationship will be contained in a lease agreement to be executed by the parties. GSA commissioned a below-grade timber pile study, due to concerns that the structural integrity of the timber piles had been compromised as a result of deterioration due to groundwater drawdown, to assure GSA the piles are sound and can bear the current load upon it. The study reassures GSA on both accounts. The study states that there is a percentage of primary columns (16) that have reached their load capacity and a preponderance of primary columns (60) that can accept additional load. The study also states ?Any proposed future changes in loading should be evaluated and determined acceptable by both the structural and geotechnical Engineers of Record? for any proposed future changes. See Exhibit 0 Throughout the term of the LA GSA will remain an active steward of the historic property, ensuring that its lessee operates the OPO in accordance with the terms of the - GSA is responsible for complying with I GSA is responsible for conserving and maintaining the existing Art in Architecture installed in the atrium 48 Shadow Planes, by Robert Irwin, 1983 Exhibit - GSA is initiating a schedule to allow redevelopment/construction to commence in 2014; I GSA is responsible for complying with NHPA and will facilitate the review of the redevelopment plans in compliance with Section 106 of the - GSA is responsible for ensuring that the PSD provides for public access to the Clock Tower. GSA will continue to provide all Operating expenses for the Clock Tower. Exhibit D. Inter- agency Agreement between GSA the U. S. Department of the Interior; 0 During the redevelopment and construction phases, GSA will review and approve all presentation materials, general design and development plans, construction drawings and specifications for compliance with the concept plan as submitted in the RFP and revised in the GSA will monitor for federal compliance the review and approval processes, if any, with. but not limited to, National Capital Planning Commission (NCPC), the Commission of Fine Arts (CFA), District of Columbia Office of Planning (DCOP) and District of Columbia Zoning Commission. PSD is responsible for the production and financial obligation related to the submissions and the review processes. 0 The transaction will be structured as an unsubordinated lease. Overview of the Old Post Of?ce A. History. The OPO was constructed in the last decade of the 19?h centuiy, a period of stylistic eclecticism. Originally designed by Willoughby J. Edbrooke, Supervising Architect of the Treasury between 1891 and 1893, the design and construction extended through ?ve different Supervising Architects with occupancy in 1899. Stylistically, the building has many features similar to designs by H. H. Richardson, and therefore has been characterized as Richardsonian Romanesque. The basic massing of the building was inspired by the large municipal halls of the Italian medieval cities, though its symmetry and exterior details reflect a European academic classical infhience. The OPO is noteworthy among Washington buildings for more than its individuality of style. With the exception of the Washington Monument, it is the tallest building in the city. Its construction incorporated many of the latest technical innovations of the day, such as steel and iron framing, fireproo?ng and electrical plant. The building encloses a magnificent interior cortile, the largest such uninterrupted space in the city. Originally housing both the US. Post Of?ce Department and the Washington City Post Of?ce, the entire building was turned over to the Federal Department in 1914. Since 1934, the OPO has alternately housed more than fifteen federal agencies. In the early 1970, local preservationists saved the building from proposed destruction. Subsequently, Congress enacted legislation that allowed both government and commercial enterprise to share federally owned space. E. Recent History. In 1976, GSA used the Cooperative Use Act to redevelop the lower floors of the OPO and in 1982, GSA entered into a 55?year lease with a master lease holder of the space (109,000 sf) to develop retail shops, food court vendors and restaurants. For a variety of reasons, the objectives for a successful venture were not obtained. This lease was eventually bought out. In 2000, GSA submitted a redevelopment plan to the House Committee on Transportation and Infrastructure and the Senate Committee on Environment and Public Works. A resolution was passed in May and June 2001 approving the GSA plan with additional provisions. Currently, the OPO serves as headquarters for the National Endowment for the Arts, the National Endowment for the Humanities, and the Advisory Council on Historic Preseivation. The General Services Administration and the National Park Service also have a presence in the building. In total, the federal government currently occupies 225,000 rentable square feet in the building. As the proposed redevelopment will encompass the entire CFO and Annex, these tenants will need to relocate from the building. the building. As the proposed redevelopment will encompass the entire OPO and Annex, these tenants will need to relocate from the building. C. Architecture. The 0P0 building was individually listed in the National Register of Historic Places in 1973 73002105) and is identified as a contributing structure within the historic district that is known as the Avenue National Historic Site 66000865). Any planned modi?cations to the OPO building and the site will be subject to the requirements of the National Historic Preservation Act, in particular the compliance requirements of Section 106 and its implementing regulations, 36 CFR Part 800. When determining which building and site elements are signi?cant and must be retained, and which do not have significance, the period of significance shall encompass to the time period of the occupancy of the Post Of?ce Department. Alterations and additions to the building and the site since 1979 do not have signi?cance; therefore, substantial modi?cations and/01' replacement may be considered for those elements. GSA has developed historic preservation zone plans to identify areas by historic and architectural signi?cance. The preservation zones are titled Restoration, Rehabilitation and Renovation. (See Exhibit F). D. Building Data. The site has 61,433 square feet with federal designation; therefore, not zoned by the District of Columbia. The last major renovation was in 1982 and the building systems exceed their life expectancy. The OPO has: 0 Approximately 400,000 gross square feet; 0 Electrical utilities feed from PEPCO transformers in underground vaults located on the Avenue side of the building; I Water is supplied from two locations-under the service drive into the south face of the building and from the east side of the building presumably from a Avenue main line. 0 Gas is supplied through the west wall of the building from a main line on 12th Street, 0 HV AC and domestic hot water are received from a plant in the Internal Revenue Service building south of OPO and the system must be separated at redevelopment of the and, 0 Structure is supported on timber piles capped by heavy timber pile caps supported directly on the piles and encased in concrete. Above the pile caps are pyramid-shape stone pedestals constructed from thick stone slabs which ultimately support the concrete columns of the building. The timber piles are believed not to be treated with preservative chemicals due to the technology used at the time of the building?s construction. The basement space is ?ooded with water. The ?ooded condition is part of a ground water recharge program to maintain a saturated condition for preservation of the piles. See Exhibit H. The Annex/East Pavilion has: 0 Approximately 113,000 gross square feet; 0 Electrical utilities feed from PEPCO transformers underground located in the service drive leading to the building from 12111 street; 0 Water and gas is supplied from 12th Street routed under the service drive to the building; and, Enviromnental conditioning of the building is an independent Trane roof top system and domestic hot water is provided by individual heaters at point of use. IV. Proposed Transaction A. Transaction Overview GSA intends to enter into a 60?year lease agreement for the land and existing buildings of the OPO with the PSD. The Act directs GSA to convey interests in real property by lease agreement. Developers will be required to construct and finance infrastructure improvements and to price the project value to establish a long-term lease rate. For the lease agreement transaction, the PSD will be required to execute a LA with GSA. The LA will: Identify roles and responsibilities of the parties; Specify performance criteria such as design quality, securing of project ?nancing commitments and construction start dates; and, (0) Address other issues such as limitations of assignability. The LA shall provide that GSA's consent shall be required for any changes in the key personnel, any material changes to the site plan and design concept, development schedule, and any changes to the ?nancial offer identified by the PSD in the response to this RFP. The ?nancial offer shall be based 011 the developer?s best building and land price. To insure consistency for evaluation of ?nancial offers, developers are required to furnish discounted cash flow Pro Forma with clear assumptions for hard development costs, along with detailed so? costs to establish a development project cost. Additionally, Developer shall create an operating Pro Forma (10 years of cash flow with assumed sale in Year 1 at a designated Cap Rate with all proceeds brought back to start date at an agreed upon discount rate). This Pro Fonna will show all revenues, the bases and assumptions used to arrive at the projected revenues, including sources and rate assumptions, against expected Operating Expenses to establish the Net Operating Income for the OPO as repositioned. The analysis will show maximum supportable Residual Land Value including an explicit allocation to values for the existing buildings. This Project Value so established will be discounted to present day (date) to establish a Net Present Value (NPV) which shall be the basis for the developer?s Financial Offer. Developers must choose and identify their own assumptions for investment returns and capitalization rates. The Financial Offers will be evaluated based on each developer?s pro forma analyses, which will include: - Pro Forma analyses using a general assumption of a two-year construction period and 10 years of operation for cash ?ow modeling, with residual sale at the beginning of Year 11, with developer?s own assumptions on Capitalization Rate for Residual Sale and GSA recommended 6.0% Discount Rate; - Developers pro forma will solve for maximum supportable Residual Land and Existing Buildings Values which will become, along with any other additional financial contributions suggested by the Developer, the basis of the Lease Agreement; Developer's assumptions for development costs, including a breakdown of major line items for both hard construction and rehabilitation expenditures and soft costs including financing and developer fees, rental or sale revenues, detailed operating expenses, and any other extraordinary expenses; For consistency, GSA has established a 6.00% discount rate to calculate therefore, 10 year Cash Flow net revenues, including Residual Sale in start of Year 11 are to be discounted at 6.0% in today?s dollars to establish NPV - GSA suggests an annual Escalation Rate of 2.5% for consistency; and Developer to identify sources and uses of funds, particularly the use of Tax Credits. B. Land anti Existing Buildings Lease Agreement Upon designation of the PSD, GSA will enter into exclusive negotiations to establish a mutually agreeable land and building LA for OPO. The LA, by and between GSA and the PSD, is anticipated to be a long-term lease agreement, with Deferred Participation by GSA due at any lease agreement sale or project refinancing, after an agreed Preferred Return to the developer. The LA will include a deposit, and a series of Base Rent payments adjusted annually by CPI. The LA will not be subordinated to developer financing, although GSA will permit an assumable LA with adequate notice/cure periods for financing purposes. GSA will retain ownership of the land and buildings and will retain reversionary rights to the land and all improvements at the conclusion of the LA term, and as the same may be extended by mutual agreement of the parties to the LA. The LA transaction offer shall have the following provisions: - The Base Lease term shall be 60 years, commencing at execution of LA. A deposit set at 2.5% of the NPV of total LA payments is to be paid at time of signing of the Lease Agreement. The deposit is non-refundable in case of developer default or failure to perform. - Annual Base Rent payments to GSA are to be based 011 full build out and all available revenues as contributions to the Project Value. The first Annual Base Rent payment is to be made upon commencement of construction but no later than 1 year from date of LA execution; - Annual Base Rent payment shall be adjusted for CPI annually (assume 2.5% CPI rate for RFP response). Deferred Participation An additional lease payment will be due at lease sale to a third party and/or lease transfer and/or net proceeds derived from any project Re-fmancing. In any of these cases, GSA will receive an additional Lease payment equal to 15% of the transaction net proceeds, after an agreed speci?ed Preferred Return to the PSD. This additional payment, . including the agreed-upon preferred return, shall be negotiated between GSA and the PSD for inclusion in the LA. Due to the unknown future dates of any transaction project re?nancing, deferred participation proceeds will not be evaluated in the EFF but should be considered by the offerors in their proposals as an integral part of the LA. C. Conditions of Lease Agreement Transaction Offers Prior to final execution of the LA, GSA will require that the PSD have project financing committed, an agreed upon schedule for construction start and to have met design quality standards as referenced below. 10 The LA transaction is subject to certain performance standards and penalties, to be further detailed in the LA, but in summary will include but not be limited to: Minimum Performance Standards 0 Design The design, layouts, selection and use of materials for the development shall effectively employ "design excellence" standards. The design excellence standards will include without limitation: 1. D. Financing Plan Sustainable Design. Considers the interrelationship between a building, its occupants, its components and the surrounding environment. Sustainable Design principles address energy ef?ciency, resource conservation, indoor environmental quality, and ef?cient building operations and maintenance. Pedestrian Access. The highest level of pedestrian accessibility within the context of the commercial marketplace with an emphasis on clear and open public accessibility to Avenue. Support for public use through open spaces with an emphasis on creating a pedestrian-friendly environment at street level. Architectural Design. The incorporation into the design of both the ?nest architectural thought and qualities, including overall architectural scale, surface materials and landscaping, which re?ect the regional architectural traditions of the Washington, DC. area and the mid?Atlantic region. Urban Desi git/Planning. ReSpect and support for the PA and the NCPC Legacy Plan, and assurance that the project?s design is a complementary addition to the Avenue corridor and District. Artwork. Comnrissioned for the Old Post Of?ce Building atrium, Robert Irwin's 48 Shadow Planes is site speci?c artwork with direct relationship between the scrims and the mezzanine window shapes. GSA shall retain ownership and stewardship responsibility to protect the integrity of the artwork. In coordination with Art in Architecture Program, GSA will work with the Developer to allow for ?exibility in the surrounding area of the artwork while maintaining the artist's original vision for the piece. Identification of all equity and debt sources of ?nancing for the OPO project must be provided. For further details, see Section VII?Section 4 Developer?s Financial Offer and Supporting Financial Information. E. Purchase Price. Offerors are required to submit an upfront purchase price (based 011 their highest and best use), for the Old Post Of?ce building, land and Pavilion Annex inclusive of ownership and cost of operation of the clock tower which must remain open with access to the public. The offer will assume historic preservation requirements by covenant. However, as the OPO is not authorized for sale, this upfront offer will not be evaluated in the OPO RFP process. V. Selection Process, Schedule and Evaluation Criteria A. Selection Process - Developers will be invited to submit detailed proposals that will include their comprehensive approaches to redevelopment within the framework of objectives and guidelines for the 11 GSA will consider and may use the RFP responses to determine the scope, phasing and timing of the OPO redevelopment; - I Interviews may be conducted with each of the developers; - GSA, at its sole discretion, may discuss matters pertaining to the proposals with some or all i develOpers; 0 GSA will select the PSD with whom to enter into negotiations for leasing the OPO, based on the criteria outlined in the and, 0 Upon written noti?cation to the PSD, GSA and the PSD will enter into negotiations in order to execute a LA. From the date upon which GSA provides the written notice speci?ed in the preceding sentence, the parties agree to execute a LA within 365 calendar days but, except as otherwise provided, in no event shall the date extend beyond June 2013. The written noti?cation to commence with the lease negotiations is different than the Preferred Selected Developer Noti?cation. Should the parties fail to execute a LA within this time period for any reason, the parties may bilaterally agree to an extension of time. Should either party choose to discontinue negotiations for any reason rather than agree to a bilateral extension of time, GSA reserves the right to enter into negotiations with any other developer that submitted a proposal in response to the RFP. In the event that the parties' (the PSD and GSA) negotiations fail for any reason to result in the execution of a LA, the PSD agrees to waive any and all causes of action of any kind in law or in equity against GSA arising out of or relating to the negotiations. B. RFP Schedule The schedule for the selection process is summarized below. Notwithstanding intent to hold to the schedule, it may be altered at sole discretion. RFP Issuance March 24 201 Pie-submission Conference and Building Tour TBD . RFP Response Deadline July 20, 2011 Development Team Presentations TBD Preferred Selected Developer Noti?cation November 17, 2011 Lease Execution . June, 2013 Notice-to-Proceed/Construction Start March 1, 2014 12 C. Evaluation Criteria 0 GSA will apply the criteria listed below to evaluate responses to the RFP and determine the most highly quali?ed developer and team. - GSA will enter into agreements only with developers whose development team members, including the developer, are responsible. 0 For purposes of responsibility,GSA intends to follow the standards set forth in 48 C.F.R. 9.104?1 . The CFR may be found at D. Evaluation Factors The following factors will be used to evaluate the RFP responses and to select one preferred developer. The evaluation factors are listed below: 1 Experience and Past Performance of Developer Developer?s Key Personnel - 15% 2. Developer?s Site Plan and Design Concept 35% 3. Developer?s Financial Capacity and Capability 15% 4 Developer?s Financial Offer and Supporting Financial Information 35 Additional information about these criteria and RFP submission requirements are set forth in Section VI Submission Requirements and Section VII Proposal Organization and Content. E. RFP Pre-Submittal Briefing and Building Tour. GSA may schedule a pre-submittal brie?ng and tour of the OPO for interested parties Information about the event will be posted on the OPO web site, . F. The project web site, . G. Questions regarding the RFP shall be submitted in writing by mail, facsimile or email to the Contracting Officer at: U.S. General Service Administration Re: Old Post Of?ce RFP 301 7th Street, SW Room 7660 Washington, DC. 20407 Attn: Kevin Terry, Contracting Of?cer Facsimile: (202) 708-9920 E?mail: 13 VI. Submission Requirements A. Submission of Proposals The developer must submit one original, unbound copy and nine bound copies of the RFP response, and all submission materials must be submitted on CD that include all forms and attachments. GSA must receive submissions no later than 3 pm on July 20, 2011. GSA reserves the right, in its sole discretion, to consider in the selection process any submissions that it receives after the deadline. The RFP responses must be addressed to: US General Services Administration Re: RFP OPO GSA BID ROOM Room 1065, 301 Street, SW Washington, DC 20407 The proposal will provide that GSA's consent shall be required to any change in the key personnel, design concept, development schedule, and financial offer in response to this RFP. Any changes to key personnel will require GSA consent, which consent shall not be unreasonably withheld. To be considered, a representative of the developer who is authorized to bind the developer must sign RFP responses. The name, address and telephone number of this individual, who may be contacted during the RFP response evaluation period, must be included in the RFP. All RFP responses must be submitted according to instructions. B. Overview of Submittal Organization and Contents Section 1 Experience and Past Performance of Developer and Developer?s Key Personnel Developer Identi?cation Information Developer Organizational Structure Experience of Developer and References Identification of Project Development Team Relevant Experience of Key Management Development Team Section 2 Developer?s Site Plan and Design Concept a. Concept Narrative b. Illustrative Plan Section 3 Developer?s Financial Capability and Capacity Section 4 Developer?s Financial Offer and Supporting Financial Information a. Financial Offer based on highest residual Land and Existing Buildings Value; b. Financing Plan with Summary of Sources, Financing Mechanisms and Use of Funds; 0. Detailed Development Budget including Hard Cost for Building Renovation and fit?out and Soft costs with Developer Fee; and d. 10 Year Cash Flow Pro Forum with assumed Sale in Year 11 to establish Lease value. 14 VII. Proposal Organization and Content A. All information requested below must be provided in the developer?s response in order for it to be considered in this selection process. B. RFP responses shall be presented in the following format: Section 1 Experience and Past Performance of Developer and Developer?s Key Personnel Section 2 Developer?s Site Plan and Design Concept Section 3 Developer?s Financial Capacity and Capability Section 4 Developer?s Financial Offer Supportng Financial Information Section 5 Developer?s Purchase Price C. Section Description Section 1: Experience and Past Performance of Developer and Developer?s Kev Personnel: Information about the developer that is submitted in response to this section shall be provided for the legal entity that will execute the lease agreement and for at least one of the parties that will control 01' have financial liability for the project. The standard is met when the developer has provided all information and when the developer and development team members: 0 Demonstrate a continuing history of successful project completion and operation; and 0 Have performed satisfactorily or better on all relevant projects, as evidenced by favorable references. 1) Developer Identi?cation shall include: 0 Developer name and address, including, if applicable, the address of the parent organization and specific location where all work shall be preformed; - Name, address, phone, fax numbers and email addresses of the primary point of contact and the person designated to authorize and bind the developer; and 0 Identi?cation of any af?liation or other relationship between the developer and any development company, parent company, subsidiary or other af?liate. 2) Developer?s Organizational Structure shall include: - Names of and contact information for principals; 0 Number of employees; 0 Annual business revenues; 3) References shall include: 15 Names, addresses, phone numbers and email addresses of at least four references for each participating principal, paltner or co-venture and a letter authorizing each reference to respond to inquiries from GSA. 4) Identification of the Development Team shall include: Identify each ?rm that is a member of the development team, including but not limited to joint venture partners and consultants. The consultants identified should include, but not be limited to, lead architects, historic preservation advisors, economic/financial engineers, and construction contractors; Provide name, address, phone and fax numbers and email addresses of the primary point of contact; Organizational chart of the development team; Identify the roles of development team members and prior relationships with the developer; 5) Relevant Experience is de?ned as the execution and operation of development projects over the past ten years with a project cost of $30 million or more for development, preservation, and/or rehabilitation and $15 million or more for historic restoration and adaptive re-use projects. Developer and Development Team Experience. To demonstrate experience, supplement the information provided by Matrix A with details on three, but no more than ?ve, projects completed over the past 10 years with development cost of $30 million 01' more for development, preservation, and/or rehabilitation and/or a total development cost of at least $15 million for historic restoration and adaptive re-use projects. The developer shall include information about projects in both of these categories to illustrate relevant project experience. For each listed project, provide the following: Narrative project descriptions of no more than two typed, 8 1/2? 11? pages to describe each project including the role of developer and its team members, any unique challenges of the project, and an explanation of how the developer addressed the unique challenges; One exterior photograph of the project; Completed Matrices and (See Appendix Capital and ?nancing sources; and One reference per project including contact name, telephone and facsimile numbers and email address. 16 Section 2. Developer?s Site Plan and Design Concep_t. Each developer will describe its concept for redeveloping and operating of the OPO. The written Concept Narrative will outline the developer?s proposed site plan and design concept for the OPO site. Additionally, in the narrative, the developer must discuss the design concept, open space con?guration, parking, architectural character envisioned, sustainable design energy ef?ciency, resource conservation), in?'astructure, and mitigation of environmental impacts, if any, of the redevelopment. The concept narrative must be submitted separately from the drawings for reproduction purposes, but the text, or selected portions, may be included on the presentation boards at the developers? discretion. The standard for evaluation is met when the developer evidences a thorough understanding of Visions'and Goals as set forth on Page 1 of this RFP and understanding of the Minimum Performance Standards as outlined in V, Section IV. C: I Developer shall provide all of the following: A. A Concept Narrative of not more than 10 typed 8 11? pages (no less than 11 point font size), outlining the developer?s proposed redevelopment, which shall include: A discussion of how the concept will meet Visions and Goals and Minimum Design Performance Standards as outlined in Section IV. 0 Rationale for why the concept will be successful market overview and key factors); 0 Enumeration of the proposed use(s) and the general allocation of size and location within the OPO and its annex; I Brief and generalized overview of how the principal spaces, systems and building elements would be modi?ed for proposed use; 0 Land Use Plan; 0 Public access for Clock Tower; 0 Development timeframe, identifying the length of time estimated to reach key milestones including commencement and completion of design and construction; securing ?nancing and occupancy; and commencing operations; and a Description of general approach to ongoing management and operations. B. Illustrative Plan is to be submitted to illustrate the concept narrative. Graphics should not exceed ?fteen pages (8 Graphics are requested as a way to convey the vision in clear, simple and conceptual terms. An annotated Illustrative Plan (scale 100'), in color, should detail: I Key building locations; 0 Major open space features; 17 Landscaping, including integration with streetscape; - Rehabilnation/historic adaptive reuse versus new construction; 0 Streets, proposed parking areas, retail frontages; 0 View impact analysis; I A "Walking Tour? of architectural sketches to illustrate major open Spaces, key building features and overall architectural character envisioned in the Illustrative Site Plan. Sketches must illustrate massing, architectural character and details of typical ground level uses and experience, and must cover all key areas of the OPO site. Also, indicate the location and sequence of the Walking Tour sketches on a reduced illustrative site plan; 0 Aerial Perspective; 0 Site Sections are, at the discretion of the developer, to illustrate major building relationships to open spaces. Section 3: Developer?s Financial Capacity and Capability. Information about the developer?s completed projects must demonstrate that the developer?s ?nancial and time resources are not overcommitted, and that ?nancial fundamentals are within acceptable industry ranges loan to value, ?nancial guarantees, etc.). The objective of this factor is to demonstrate the developer?s ?nancial capability to develop this project for which it seeks to qualify. The standard for evaluation of Financial Capability is met when the developer and its ?nancial/equity partner, if any, demonstrate the expertise to structure and execute ?nancing plans. To demonstrate the developer?s ?nancial capacity and capability to develop the project, provide the following information: - Composition of developer?s current real estate portfolio as of the RFP date (including type of project amount of building square footage or units owned and/0r managed); - Developer?s recent history (last seven years prior to RFP issuance date) in obtaining ?nancing commitments for real estate development projects, detailing type of project, ?nancing source and amounts committed; - Two bank references for the developer and the ?nancial equity partner, if any; Financial statements for the past three years prior to the RFP issuance date from developer and each participating principal, partner or co-venturer, that includes the value of the assets each participant would contribute to the proposing entity and veri?cations that such assets are available. The ?nancial statement may also include any additional information that will be useful in evaluating the developer?s ?nancial reliability and past ability to ?nance projects. (If audited financial statements are not available, please provide certi?ed ?nancial statements. All statements [audited or certi?ed] must be in accordance with Generally Accepted Accounting Principles); - For developer and development team, a statenrent regarding any debarments, suspensions, bankruptcy or loan defaults on real estate development projects and/or government contracts; 18 - A statement describing the expected equity requirements and sources, the anticipated sources of working capital, and the anticipated sources for ?nancing the project, including its source of construction ?nancing; and For developer, ?nancial/equity partners include all projects underway, indicating for each project, the status completed to date), size and scope, cost, developer equity, ?nancial guarantees and role of developer or ?nancial equity partner. Complete Matrix A (Appendix B) to provide background on the developer?s portfolio and management responsibilities over the past 10 years; The most current report from Dun 8x Bradstreet or other recognized credit?reporting service for each participating principal, partner or co?venturer, or any relevant business. Section 4: Deve10per?s Financial Offer and Supporting Financial Information. The objective of this factor is to evaluate the developer?s ?nancial offer to GSA to ensure that it enhances present value revenues to the United States. GSA will review the supporting ?nancial information of the ?nancial offer to determine the reasonableness of the ?nancial offer. Financial offers must include and document all input assumptions. The standard for evaluation of Financial Offer and Supporting Financial information is met when the developer and its ?nancial/equity partner, if any, realistically demonstrate that the ?nancial offer enhances present value revenues to the United States. The Financial Offer will be evaluated based on each developer?s pro forma analyses and supporting documentation. A. The pro forma analyses will include: a Pro Forma analyses using a general assumption of a two-year construction period and 10 years of operation for cash ?ow modeling, with residual sale in year 11, and developer?s own assumptions on discount and capitalization rates; 0 Developer?s pro forma solving for maximum supportable residual land value and a value for the existing buildings for Project Value; - Developer's documented assumptions for development costs, revenues, operating expenses, discount rate and capitalization rate assumptions; and, 0 Land Value discounted at 6.00% to today?s dollars to establish NPV B. The Financing Plan with Summary of Sources, Financing Mechanisms and Uses of Funds will describe the ?nancing plan for the project and provides a summary of all sources, ?nancing mechanisms, and uses of funds through the pre-development and development stages to and including stabilized operation. All equity, debt and subsidized sources of incomes are to be identi?ed. The description must include general terms for all the ?nancing sources. For the developer?s RFP response limit sources to private equity and debt, and ?nancing mechanisms such as tax-exempt bonds, low-income housing tax credits, historic credits and tax increment ?nancing. C. The Cash Flow Pro Forma for Land Lease will provide an annual cash ?ow Pro Forma that covers all sources and uses of funds. The cash ?ow Pro Forma must include the construction period of two years plus 10 years of operation after construction completion. The Pro Forma must include suf?cient line item detail, i. e. market-based documentation, for all sources of revenues, as well as operating expenses, debt service, capital reserves, etc. Cash ?ow Pro Forma, 19 inclusive of all input assumptions, must be submitted as part of the developer?s RFP response. The Pro Forma must provide a projected internal rate and return on equity. The following general assumptions must be adhered to: 0 Construction Start Date March 1, 2014. All Pro Forma must commence on the assumed construction date and must be based on a calendar year analysis. The date is assumed for the purpose of consistency among the Pro Fonna only and is not meant to imply a projected delivery date; a 2.5% per year general in?ation after 2014; 0 All other assumptions to be supplied by the developer, unless otherwise indicated. Provide letters of interest to provide written evidence of: a) ability to obtain all equity and debt funding based on the concept proposed and the economics presented; and b) ability and willingness to finance the purchase or lease of the property in accordance the schedule established by GSA. In the letters of interest, sources of ?nancing and equity must state their interest in the project, the amount of ?nancing/equity, terms, rates and contingencies. Financial/Equity Partner Identi?cation: If there will be an equity partner and that partner has been identi?ed, provide the following: 0 Name and address of the proposed equity partner(s); 0 Prior experience of the developer with the proposed equity partner and 0 Letter of interest from the proposed equity partner(s). Section V. Developers Purchase Price. Offerors are required to submit an upfront purchase price (based 011 their highest and best use), for the Old Post Of?ce building, land and Pavilion Annex inclusive of ownership and cost of operation of the clock tower which must remain open with access to the public. The offer will assume historic preservation requirements by covenant. However, as the OPO is not authorized for sale, this upfront offer will not be evaluated in the OPO RFP process. Statement of Limitations 1. The GSA represents that this RFP, submissions from developers to this RFP, and any relationship between GSA and developers arising from or connected or related to this RFP, are subject to the speci?c limitations and representations expressed below, as well as the terms contained elsewhere in this RFP. By participating in the selection process, deveIOpers are deemed to accept and agree to this Statement of Limitations. By submitting a response to this RFP, the developer acknowledges and accepts GSA's rights as set forth in the RFP, including this Statement of Limitations and any Appendices. RFP means all the documents included herein, including any Appendices and drawings. 2. GSA reserves the right, in its sole discretion, without liability, to accept or reject any or all the RFP reSponses, and to develop and operate the OPO site, in whole or in part, outside this selection process. This RFP shall not be construed'in any manner to create an obligation on the part of GSA to enter into any agreement, nor to implement any of the actions contemplated. herein, nor to serve as the 20 3. GSA reserves the right in its sole discretion to hold discussion with, to obtain information from, to request presentations from, and to conduct negotiations with, any or all developers that GSA deems appropriate in its sole discretion. GSA reserves the right, as it deems its interests may require in its sole discretion, to accept or reject any or all submissions, to waive any informality, inforrnalities or nonconforrnity in the submissions received, and to accept or reject any or all items in a submission. 4. Failure to respond to any of the items required by this RFP could result in a developer's RFP response being rejected. In any and all events, the GSA shall not be liable for any costs associated with the preparation, clarification, or negotiation of responses submitted to this RFQ. 5. GSA makes no representations or warranties whatsoever with respect to this RFP or the site including, without limitation, representations and warranties as to the accuracy of any information or assumptions contained in this RFP or otherwise furnished to developers by the the use or progress of the development of the site, or any portion thereof; site and environmental conditions on the site; or the suitability of the site or any portion thereof for any speci?c uses or development. Developers shall make their own analysis and evaluation of all aspects of the site, including without limitation, the income potential, pro?t potential, expenses and costs of development of the site. Developers shall not rely upon any statement or information given the developers by GSA including, without limitation, any information contained in or supplied in connection with this RFP. Solely as a matter of convenience to developers, GSA is making available certain surveys, title reports, engineering, environmental and other information relating to the site. GSA does not make and hereby disclaims any representation, warranty or other statement regarding the accuracy, suf?ciency, or correctness of any such information, and hereby advises all prospective developers to obtain, examine, and independently verify all such information to the extent that they deem necessary or desirable for their purposes. GSA does not accept, and hereby disclaims, any liability to any person or entity as a result of the information provided by GSA, whether or not such person or entity does or does not submit a response to this RFP. GSA disclaims any liability for any damage to reputation or interference with ongoing negotiations or contracts, or any other liability whatsoever, based on the selection process pursuant to this RFP, GSA's investigation of the experience and quali?cations of any developer, and GSA's discussions, dealings, or negotiations with one 01' more of the most highly qualified developers, or the termination of any such discussions or negotiations. By submitting responses to the RFP, each developer hereby irrevocably acknowledges, accepts and agrees to the disclaimers of liability set forth above. 6. In determining the most highly quali?ed developers to the RFP stage, GSA will exercise its best professional and businessjudgment and ensure the integrity of the selection process. GSA reserves the right to exercise fully its discretion in interpreting and applying the selection criteria and in making its selection. 7. GSA does not represent that its requirements meet the requirements of the DC. Code or the DC. Municipal Regulations. Compliance with GSA's requirements for the site should not be construed to mean compliance with requirements of other governmental authorities. Any project resulting from 21 this selection process must be in compliance with all applicable Federal and city laws, statutes, ordinances, and regulations, including environmental and historic preservation requirements. 8. GSA makes no representations regarding the character or extent of soil 01' other subsurface conditions, utilities or hidden conditions that may be encountered during the course of project construction. Each developer must make its own conclusions concerning subsurface and other hidden or latent conditions that may affect the methods or costs of construction and redevelopment. The GSA makes no representation or warranty concerning the truth, accuracy or completeness of environmental information provided about the site. 9. The requirements and prohibitions of 18 U.S.C. 201 and 31 U.S.C. 1352 are applicable to the selection process. 10. GSA reserves the right to retain all the materials and information, and the ideas, suggestions therein, submitted in response to this RFP. All such materials, information, ideas and suggestions retained shall become the prepeity of GSA. 11. The GSA reserves the right to: modify, and/or suspend any and all aspects of this request additional information; and waive any defects as to form or content of this RFP or any reSponses submitted thereto. 11. N0 claims for broker's fees will be paid by the GSA. 12. Developers submitting business information pursuant to this selection process should consult 41 C.F.R. Part 105-60 and other implementing regulations concerning the release of such information to third parties pursuant to the Freedom of Information Act All information submitted by developers that they consider con?dential and not releasable to third parties outside of GSA, and its employees, agents, consultants and representatives must be clearly and conspicuously so marked. 14. GSA intends to disclose developer submissions received in response to the RFP to non- governmental evaluators. Each evaluator will sign and provide forms to GSA entitled "Con?ict of Interest Acknowledgment and Nondisclosure Agreement" and "Receipt of Sensitive Information.? Appendices and Exhibits Appendix A Legal and Regulatory Requirements and Approvals There are various legal and regulatory requirements and approvals that may be required prior to execution of the Lease Agreement between GSA and the Selected Developer. Although these requirements and approvals may vary with different transaction structures, below is a summary of requirements and approvals for information purposes. A. National Historic Preselvation Act of 1966 (as amended) Requirements The land and buildings comprising OPO are listed in the National Register of Historic Places. Depending on the nature and extent of the preferred developer's proposed development plan for the OPO site, and the effects that this undertaking (including, and without limitation, demolition, renovation and rehabilitation) might have on the historic property, further Section 106 compliance 22 The land and buildings comprising 0P0 are listed in the National Register of Historic Places. Depending on the nature and extent of the preferred developer's proposed development plan for the OPO site, and the effects that this undertaking (including, and without limitation, demolition, renovation and rehabilitation) might have on the historic property, further Section 106 compliance may be required. Developers shall provide information as required by GSA to comply with the NEPA requirements. Moreover, Lease for conveyance of the OPO site must contain appropriate covenants required under Section 106 and its implementing regulations 36CFR Part 800. The Land Lease for conveyance of the OPO shall be subject to protective covenants running with the land. B. National Environmental Policy Act of 1969 (as amended) Requirements. GSA shall undertake a review of the development of the OPO in accordance with NEPA, 42 U.S.C. 4321 et seq., and its implementing regulations. Potential environmental impacts and mitigation measures will be identified as part of GSA's review of the development of the OPO under NEPA. A draft EA will be prepared using the Preferred Selected Developer's RFP submission. NEPA public scoping process will be used to determine the scope of the NEPA review. HR 5001 directs GSA to put the OPO to its ?highest and best use.? The action alternative to be analyzed in the Draft EA will be the use pr0posed by the Preferred Selected Developer as that proposed use would represent the ?highest and best use? for redevelopment of the OPO in compliance with HR 5001. Information from the response to the RFP, speci?cally information contained in Section 2 of the submittals, may be disclosed in public NEPA documents such as the draft EA, Final BA or other NEPA public documents. Negotiations after the RFP will include a developer's ability and willingness to resolve impacts and implement mitigation measures identified during the NEPA process. There is no contractual obligation or duty of any kind on the part of the Government to complete a review under the National Environmental Policy Act, 42 U. S. C. 4321 et seq. The Government may, at any time and in its sole discretion, elect not to pursue or otherwise issue the environmental document necessary to complete the NEPA process. The developers waive any and all causes of action of any kind in law or in equity against GSA arising out of or relating to the NEPA process. Developers are advised that the Government may be required to release certain information from the response to the RFP in public hearings or in public NEPA documents. The Government shall inform the Preferred Selected Developer of specific information that may need to be released before information is posted. Developers shall provide information as required by GSA to comply with the NEPA requirements. C. Additional Requirements PSD agrees, with respect to any contract entered into by PSD during the term of the lease agreement for construction, alteration andfor repair of or to the OPO, that if entered into by the United States would be subject to the Davis?Bacon Act, 40 U.S.C. 3141 et seq. to require its contractor(s) under such contract to comply with all provisions of the Davis?Bacon Act; the Vietnam Era Veterans Readjustrnent Act of 1972, 38 U.S.C. ?4211; and the Rehabilitation Act of 1973, 29 U.S.C. ?705; including all implementing regulations issued there under, to the same extent as if such contractor(s) had contracted directly with the United States. D. Socio-Econornic Requirements The PSD agrees on behalf of itself, its successors and assigns that it and its successors and assigns shall not discriminate against any individual or business entity on the basis of race, color, gender, disability, religion or national origin in the use, occupancy, or lease of the OPO site; (ii) the selection of construction subcontractors, vendors or suppliers; or any employment practices with respect to employees employed at or in connection with the OPO site. B. Flood Plain Requirements Redevelopment of the OPO Site is subject to applicable federal and District property use restrictions (such as Executive Order 11988 and Title 20 DCMR Chapter 31). F. National Capital Planning Commission Requirements Under the National Capital Planning Commission Act of 1952, 40 U.S.C. 71 et seq., NCPC is the central federal planning agency for the federal government in Washington, DC. NCPC reviews the development programs of federal agencies for consistency with the comprehensive plan for federal activities in Washington, DC. GSA must advise and consult with NCPC about the Developer?s proposed plan for the OPO Site and consider views about the Developer?s proposed plan G. Environmental Remediation Liabilities and Responsibilities Prior to any transfer of the OPO site, GSA will provide the notice and additional information required under Section 120(h) of the CERCLA as amended ill the form and manner prescribed by applicable law. Appendix Sample Documents A. Historic Property Architectural Preservation Covenant Grantee hereby covenants for itself, its successors and assigns, and every to the Property hereby conveyed, or any part thereof, at all times to the District of Columbia State Historic Preservation Of?cer (SHPO) that the Property is hereby conveyed subject to the conditions, restrictions and limitations hereinafter set forth, which covenants are running with the land. 1. Grantee shall preserve and maintain the Property in a manner that preserves and maintains the attributes that contribute to the eligibility of the Property for inclusion in the National Register of Historic Places. Such attributes include, without limitation, exterior features (including facades and fenestration, scale, color, materials, and mass), interior features determined historically signi?cant in consultation with the SHPO, and views from, to, and across the Property. 2. Grantee shall preserve and maintain the Property in accordance with The Secretary of Lnterior?s Standard for Treatment of Historic Properties and Guidelines as agreed upon and executed in the terms of the PA. No construction, alteration, rehabilitation, remodeling, demolition, disturbance of the ground surface, or other action shall be undertaken or permitted to be undertaken that would potentially affect the exterior of the structures and architecturally or historically signi?cant interior features as determined in consultation with the SHPO without the prior written permission of the SHPO, or his duly authorized designee. 3. Upon acquisition of the Property, Grantee shall take commercially reasonable actions to secure the Property from the elements, vandalism and arson, and shall undertake any stabilization that is necessary to prevent deterioration. Grantee will make every effort to retain or reuse, to the extent reasonably practicable, the historic structures. 4. Prior to any ground disturbing construction activities in areas of the site, Grantee shall conduct archaeological investigations in those areas. 24 10. ll. 12. In the event that archeological materials are encountered during construction or ground? disturbance activities, work shall cease in the immediate area until the SHPO is consulted and provides written permission to recornmence work. Should the SHPO require, as a condition of the granting of such permission, that Grantee conduct archaeological survey data recovery operations or other activities designed to mitigate the potential adverse effect of the proposed activity on the archeological resources, Grantee shall at its own 00st and expense conduct such activities in accordance with the Secretary of the Interior?s Standards and Guidelines for Archaeological Documentation (48 FR 447344-37) and such other standards and guidelines as the SHPO may specify, including, but not limited to, standards and guidelines for research design, ?eld work, analysis, preparation and dissemination of reports, disposition of artifacts and other materials, consultation with Native American or other organizations, and re- interrnent of human remains. The Grantee shall allow the SHPO or his duly authorized designee, at all reasonable times and upon reasonable advance notice to Grantee, to inspect the Property in order to ascertain whether Grantee is complying with the conditions of this preservation covenant. The Grantee shall provide the SHPO with a written summary of actions taken to implement the provisions of this preservation covenant within one (1) year after the date of the transfer of the Property. Subsequent to this time, the Grantee shall provide the SHPO with such other written documentation regarding Grantee?s implementation and compliance with the preservation covenant as the SHPO reasonably requires. In the event of damage to all or substantially all of the Property resulting from casualty loss to an extent rendering repair or reconstruction of the Property impracticable, this covenant shall remain in full force and effect, and the design and plans for construction of suitable replacement structures shall be subject to the prior written approval of the SHPO. Failure of the SHPO to exercise any right 01' remedy granted under this preservation covenant shall not have the effect of waiving or limiting the exercise by the SHPO of any such right or remedy, or the invocation of such right or remedy at any other time. In the event of a violation of this covenant, and in addition to any remedy now or hereafter provided by law, the SHPO may, following reasonable notice to Grantee, institute suit to enjoin said violation or to require the restoration of the Property. The successful party shall be entitled to recover all costs or expenses incurred in connection with such a suit, including all court costs and reasonable attorney?s fees. The acceptance of the delivery of the Lease conveying the Property shall constitute conclusive evidence of the agreement of Grantee to be bound by the conditions, restrictions and limitations, and to perform the obligations set forth herein. This preservation covenant shall be binding 011 Grantee, its successors and assigns, and every successor-in-interest to the Property hereby conveyed, or any part thereof, in perpetuity. The restrictions, stipulations and covenants contained herein shall be inserted by Grantee, its successors and assigns, and every successor-in-interest to the Property hereby conveyed, 01' any part thereof, verbatim or by express reference in any deed or other legal instrument by which it divests itself of either the fee simple title or any lesser estate in the Property, 01' any part thereof. 25 GSA National Capital Region September 15, 2011 Via E-Mail Cary M. Euwer BP-Metropolitan Investors, LLC. 10740 Parkridge Boulevard, Suite 120 Reston, VA 20191 Re: Redevelopment of the Old Post Of?ce Building GSA Solicitation Number NR-73002105 - March 24, 2011 Dear Mr. Euwer: The US. General Services Administration is in receipt of your proposal in response to the above?referenced Request for Proposals In accordance with Section of the RFP, please submit a written response to the information requested below. 0 Confirm Deposit of 2.5% of the Lease NPV, due at lease execution and prior to construction, is included in the proposal. 0 Identify where real estate taxes, payable to the District of Columbia, are included in the offer and supporting documentation. I Con?rm proposal includes annual Land Lease payments beginning with construction. 0 Provide the Net Present Value calculation of land lease payments over the 60?year lease period, including land lease payments during construction, at the 6% discount rate. 0 Provide analysis for an NPV of land and existing buildings calculated by a 10- year pro forma with a hypothetical sale at Year 11, with the chosen Terminal Capitalization Rate, and with the RFP?speci?ed 6% Discount Rate. The calculation is to be made without any land lease payments, to solve for the residual land value. Provide the Terminal Capitalization Rate used. US. General Services Administration 301 7th Street, SW Washington, DC 20407?0001 Cary M. Euwer September 15, 2011 Page Your response to this letter is due no later than 4:00 pm. on September 21, 2011. To ensure delivery, please submit your reSponse Via e-mail, facsimile, hand?delivery, or overnight mail (rag. FedEx or UPS). My contact information is set forth below: Kevin Terry US. General Services Administration 1 National Capital Region 7th Streets, SW Room 7660 Washington, DC 20407 kevinterry?gsagov Phone: 202-708-4600 Fax: 202-708-9920 Again, thank you for your interest in the Redevelopment of the Old Post Office Building. Please feel free to contact me with any questions. Sincerely, Kevin Terry .. Contracting Of?cer cc: Pat Daniels GSA Public: Buildinge Service Via .E-Mail December 13, 2011 Mr. Cary M. Bower BP-Metropolitan Investors, LLC. 10740 Parkridge Boulevard, Suite 120 Reston, VA 20191 Re: Con?rmation of Presentation Redevelopment of the Old Post Of?ce Building GSA Solicitation Number NR-73002105 March 24, 2011 Dear Mr. Bower: This is to con?rm that "your team is scheduled to make a presentation regarding the above-referenced solicitation on" December 21, 2-611] at 11:30 am. In order to prepare for the presentation, please refer to the attached Question and Answer sheet. Based upon a review of your initial proposal, the govement has identi?ed the following 'weMesses/de?cienoies: actor I as Not sure of size of developer/recent expe?enoe; 0 Has this team worked. together before?; and 0 Please provide all Metropolitan?s experience in addition to what has been presented for Baupost. - Factor 2 Explain how retail will provide suf?cient street activity; How will Clo ck Tower be accessed? Need more information on restoration of histo?e fabric; and Breakdom adaptive re-use versus new construction? 060 Factor 3 0 Is Metropolitan a fee developer? If not please provide ?nancial; of Metropolitan per the and 0 Does not inclutle possessory interest tax in offer. ?actor 4 0 Low lease payments; aod No letter of intent from Elton/Waldoer LLS. General Servicee Administration 301 7th Skeet SW Washington. DC 29407-0001 Page 2 of 2 Yum team is ?ee to utilize the presentation period as it deems necessary. Hewever, that being stated, the gavurmnent suggests that your team focus its efforts on addressing the wealmes-se?s stated above. In addition, the is particularly interested in better understanding your team?s vision for the Old Post Of?ce. Please feel free to mutant me at (202) 7084600 or by mail to with any questions. Please note that any questions asked may bu the subject of a future Question and Answer sheet that is dishibuted to all offemrs. I Sincerely, Kevin Terry Sunior Realty Contracting ??cef? 11.5. General Services Administration 301 'Ith Street SW Washington. DC 20407-0001 REDEVELOPMENT or: Post OFFICE Presentation Questions and Answers 1.) Where will the presentations ocoor? . Answer: The presentations will occur at the GSA Regional Office Building located at 7th 8; Streets, SW. (301 7""1 Street, SW). Washington, DC. Pleaee use the public entrance, which is located halfway? down the block on Street. 2.) What will offerors need to bring to access the building? Answer: Each member of the developer?s team will need to show a picture it) in order to access the building. Once your group has arrived, please contact Summer Salyer at (202') 260-0653 or Andre Top-pin at (202) 557-1014. and one of them wilt escort your group to the deeignated meeting. room. 3.) Is there a limit on the number of developer team members allowed to be in the room for the presentation? Answer: No. .4.) Who can make part of the presentation? Answer: Any member of the developer?s team may participate in the presentation. 5.) How many members of the development team can be present in support? Answer: There is no set limit. Can offe-rors review the room in advance with its AV team? Answer: Yes, please contact Kevin Terry to schedule an appointment. F.) Can offe-rors visit before to see the room setup? Answer: Yes, please contact Kevin Terry to schedule an appointment. 8.) What kind of audio-visual equipment does the room contain where the oral presentations will occur? Answer: The room contains the following equipment: (2) 65? Panasonic LCD ?at screen televisions; (2) desktop computers linked to both screens; both computers have USB ports for portable drives and drives; and (1) desktop is iinked for audio. Cari offerore bring their own equipment? Answer: Yes. 10.) What is the schedule for the presentations? I I Answer; Offerors will be allotted a total 01?90 minutes for the presentations. Presentations are to begin at the allotted time provided in your letter of invitation dated December 6, 2011. Your development team shall have 15 minutes prior to the presentation start time for set~ up and introductions of the'developmeot team 8: GSA personnel, and 15 minutes at conclusion for take~down. Please allow torso minutes for questions and answers. The schedule is broken down as follows: Set-op Introductions 15 minutes Presentation 60 minutes 30 minutes Take?down 15 minutes With the exception of the can and take-down, Offerors may, in their discretion, elect to shift the allotted times. For instance, if it only takes 10 minutes to set-up, the offeror may elect to shift 5 minutes to the presentation portion. Likewise, if the offeror concludes the presentation portion early, then the offeror may elect to allot additional time for the can period. That being stated, the o-fferor must allow for at least 30 minutes for 01% and 15 minutes for take~down. In addition, onerors are cautioned that if the set-up takes more than 15 minutes, the amount of time allotted for the presentation portion will be decreased accordingly. 11.) Should offerors only cover the information submitted in the initial offers? Answer: Please refer to cover letter. Offerors are free to allocate the 60 minute block of time as they deem necessary. 12.) Will GSA identify who (name, position, and role in the selection process) from GSA and its consultants, will be present for the oral presentation? Will GSA provide bios for these people? Answer: GSA will not identify the government personnel and consultants, if any, who are present in the room until the beginning of each oral presentation. This time will not count against the offeror?s 90 minute block. No bios will be provided. 13.) Will we be presenting to the actual selection team members, some of the technical evaluation team members, or both? Answer: Most likely both. 14.) According to the March RFP, GSA reserves the right to discuss matters with some or all developers. Are there any matters particular to the proposal that you like to see offerors elaborate upon in the oral presentations? Answer: Please refer to cover letter. 15.) Are presentations to be evaluated on a separate point or rating system, distinct from the factors given in the if so, will you disclose those factors? Answer: No, presentations are not to be evaluated on a separate point or rating system, distinct from the factors given in the RFP. 16.) Should offerors address the financial offer and supporting ?nancial information (budget and pro forma)? Answer: Please refer to cover letter. 17.) Should the oral presentation be verbatim of our written presentation or compression? Answer: Please refer to cover letter. 18.) Are the materials presented and discussed con?dential? Answer: The same con?dentiality will be applied to the oral presentations as to the initial proposals. Please refer to the RFP. 19.) is there an area of concentration or interest to the panel members? Answer: Please refer to cover letter. 20.) Shouid otferors prepare any handouts for the presentation or can o?a-rors assume that the seieotion panelists and their advisers have our fuil submittai? Answer: Offerors may provide any handouts they deem necessary. In addition, offerors are free to present any information they deem necessary, including but not limited to Power Point, moth-media presentations, etc. Offers-rs are limited, however, to providing a thirty (30) page written submission that will be left with GSA and included as a supplement to the otteror?s initial propose: submission. Offs-tors may, in their" discretion, provide this written submission at any time during the oral presentation. That is to say, offerors may provide the written submission at the beginning, middle", or end of the presentation. 21.) Should we offer bios of our presenters to Answer: Each offeror must independently decide how to best allocate the time period. To the extent bios are provided as part of the written submission, they wilt count towards the thirty (30) page limit. 22.) Should offerors include the proposed genera! contractor in the presentation? Answer: This is left to the discretion of each individual offeror. 23.) Can you share with us who the ?nalists are? Answer: No. 24.) Will the questions from the panelists be integrated throughout the presentation or at the end? Answer: The end. 25.) How tong should we pi'an- for the question period? Answer: 30 minutes. 26.) Can otferors submit an additional written submission along with the orai presentation? Answer: Yes; offerors may provide an additional written submission along with its orai presentation. Additions! writtep sub-missions are limited to thirty (30) pages, inclusive of oil Power Point slides, attachments, spreadsheets, pictures, etc. The written submission will be left with GSA and included as a supplement to the offeror?s initial proposal submission. 27.) How many copies of the written submissions should be provided? Answer: Please provide six (6) hard copies of the written submission and one electronic version in format on a CED-ROM or DVD. 28.) Will the presentations be recorded? Answer: Yes. GSA GSA Public Buildings Service February 24, 2012 Via E-Mail Mr. Cary M. Euwer BP-Metropolitan Investors, LLC. 10740 Parkn'dge Boulevard, Suite 120 Reston, VA 20191 Re: Unsuccessful Offeror Debrief Reguest Redevelopment of the Old Post Of?ce Building GSA Solicitation Number NR-73002105 March 24. 2011 Dear Mr. Euwer: The U.S. General Services Administration is in receipt of your request for a debrie?ng relating to the above-referenced solicitation. As an initial matter, a debrie?ng is a term of art primarily used in procurements conducted under Part 15 of the Federal Acquisition Regulation Part The process to choose a Preferred Selected Developer for the Redevelopment of the Old Post Of?ce was not conducted under FAR Part 15. Accordingly, there is no requirement for GSA to conduct a debrie?ng, and GSA therefore declines your request for a debrie?ng. That being stated, GSA is willing to provide your team with the opportunity to understand why it was not selected as the PSD based on the criteria outlined in the RF P. Set forth below is the date and time when GSA is available for said purpose. The meeting will occur: Wednesday, February 29, 2012 at 11:00 AM U.S. General Services Administration - Regional Of?ce Building 7th Streets, SW, Washington, DC 20407 The Virginia Room Suite No. 7600 Please feel free to contact me by phone at (202) 708?4600 or by email at kevin.terry@gsa. gov with any questions. Sincerely, I Kev1n M. Terry Senior Realty Contracting Of?cer U.S. General Services Administration 301 7th Street SW Washington. DC 20407-0001 Financial statements for the past three years from development team and each participating principal, partner, or co-venturer including: a Value 02" the assets eaci?r participani weir/d contribute to the preposing entity thai such asseis are avaiianie Certified firraneiai statements Ali stateri?renis mus? be in accordance with General/y Accepted Accounting Principles Audited financial statements for the entities of The Baupost Group, LLC appear in Volumes 2 and 3. Statement for developer and developer?s team regarding any debarments, suspensions, bankruptcy or loan defaults on real estate development projects and/or government contracts To the best of our knowledge, BP?Metropolitan investors, LLC and their leadership team have no debarments, suspensions, bankruptcies, or loan defaults on real estate deveEOpment projects and/or government contracts. Statement describing the expected equity requirements and sources, anticipated sources of working capital, and anticipated sources for financing the project, including its source of construction financing AH- m- Accif?l: inmeuimn'rnm on: MUTATION Current projects for developer, financial/equity partners Please refer to Development Deals chart shown previously. Matrix A Developer?s Portfolio and Management Responsibilities Please refer to Matrix A, presented in Section 1E. Dun Bradstreet report for each participating principal, partner, or co- venturer Please see the following pages. Please note that while the Dun Bradstreet reports are included to comply with the GSA submission requirements, much of the information included is outdated and sometimes inaccurate. AND 220 TRUMP BAN KRUPTCIES OR LOAN DEFAULTS RELATED TO REAL ESTATE DEVELOPMENT OR GOVERNMENT D. CONTRACTS INTRODUCTORY SUMMARY, page 2 TRUMP BANKRUPTCIES, page 4 TRUMP LOAN DEFAULTS AND FAILURE TO PAY, page 7 TRUMP FAILURE TO COMPLETE PROJECTS, page 11 INVESTORS SUE TRUMP OVER LICENSING AGREEMENTS AND DEVELOPMENT, page 12 F. INVESTORS SUE OVER DEVELOPER CONTRACT DISPUTES WITH TRUMP PROPERTIES, page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�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his was not a deal Where I could control things," Trump told The Times. am personally looking into it." As for buyers who appear to have lost their investments, Trump said: "They'll have to speak to the develop er."46 46 Los Angeles Times, 5/5/2009 Page 16 ! " (3 '-6/# %#-.)#$ 36/ $./ 3 %+ && #-,.-#$ ($,.- ../ $ ) -( & '() #1 ' +#$.' +.&,- (. ( 5 / 1 >-7 7 # 7 / >-S 1 / + $ %(0 ,$ 7 ( ) "-S = '() # # 5 / . A # ) # '% B + / C ### ' ' # + ### ### ( 7 / #' ( #$> / " ! ! (3 '-#4($,.-,$./ '() $. '$ .,#$ %" #.% $& #6 '! ,2,2,-( &./ & 1 %# '4#'),-% &,$ 0(3 '-03& -+',0,$ '() - +#*& 1 %# ' % / % * @ : / # 7 % ? 7 / $8$7 # $ %& '#$ ( $ / A separate lawsuit, which was ?led in Honolulu federal court about an hour after the ?rst, nine other buyers accused lrongate of defrauding buyers by misleading them about who is going to manage the rentals of condotel units to tourists.48 332 84384-1 090506001 1 4" The Honolulu Advertiser, 7/14/2009 Page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he suit was ?rst reported by Crain's Chicago Business. Despite the fanfare and Trump's marketing prowess, sales Within the building have languished at the 50?percent mark for the last two years, hobbled by a rough economy. On Saturday, Trump said more than 50 percent, but less than 60 percent, of the units had been sold and there remains $325 million of units under contract. "The construction is continuing onward," Trump said. Trump attorney Steven Schlesinger said he has not yet seen the suit. mepodmolik@tribune.com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