Southeast Federal Center

**[Request for Proposals]{.underline}**

# Table of Contents

I. Executive
Summary...........................................................................\...3

II\.
Introduction.................................................................................6

A. GSA's Vision and Goals

B. The Opportunity

C. Authorizing Legislation

D. GSA's RFP Process

III\. Key Development
Considerations...........................................................\...9

A. GSA Plan

B. SEFC Zoning

C. Urban Design Guidelines

D. Current SEFC Site Tenancies and Parcel Availability

E. In-Water Development

F. Infrastructure

G. Historic Structures and Cultural Resources

H. Environmental Remediation Liabilities and Responsibilities

I. Future Environmental Remediation

J. National Environmental Policy Act of 1969 (NEPA)

K. 50and 100Year Flood Plain Areas

IV\. Proposed Transaction
Options...............................................................21

A. Transaction Options: Overview

B. Land Sale

C. Land Lease

D. Conditions of Land Sale or Land Lease Transaction Offers

E. Financing Plan

V. Selection Process, Schedule and Evaluation
Criteria.........\.............................26

A. Selection Process and Schedule

B. Evaluation Factors for RFP

C. Project Inquiries

VI\. Submission
Requirements.....................................................................28

A. Submission of Proposal

B. Overview of Submittal Organization and Contents

VII\. RFP Submittal
Content........................................................................30

Section 1 -- Experience and Past Performance of Developer's Key
Personnel

Section 2 -- Developer's Site Plan and Design Concept

Section 3 -- Developer's Development Schedule

Section 4 -- Developer's Financial Offer and Supporting Financial
Information

Section 5 -- Developer's Financial Capability and Capacity

Section 6 -- Developer\'s Offer for Labor/Trade Apprenticeship and
Training Program Plan and Developer's Experience and Past Performance
with Apprenticeship Programs

VIII\. Statement of
Limitations......................................................................39

Appendices and Exhibits

Appendices

I. Legal and Regulatory Requirements and
Approvals..................................42

A. Southeast Federal Center Public-Private Development Act of 2000

B. National Historic Preservation Act of 1966 (as amended) (NHPA)
Requirements

C. National Environmental Policy Act of 1969 (as amended) (NEPA)
Requirements

D. Davis-Bacon Act (as amended) Requirements

E. Socio-Economic Requirements

F. Apprenticeship Requirements

G. Flood Plain Requirements

H. National Capital Planning Commission (NCPC) Requirements

I. Local Zoning and Regulatory Requirements

J. Environmental Remediation Liabilities and Responsibilities

K. Governing Law; Jurisdiction

L. Disputes

M. Assignment

II\. Environmental
Remediation..............................................................46

III\. Site
Overview..............................................................................48

A. Site Access and Physical Boundaries

B. Significant Development Trends in the Near Southeast Neighborhood
(updated)

IV\. GSA
Plan....................................................................................50

V. SEFC Zoning
Overlay.....................................................................51

VI\. Sample
Documents...............................................................\..........52

A. Historic Property Architectural Preservation Covenant

B. Environmental Remediation Contract

VII\. Financial Templates
.......................................................................62

Glossary of Terms

This glossary of terms is provided for convenient reference only.
Defined terms used in this RFP that are not defined in this Glossary of
Terms shall have the meanings provided in the body of this RFP. In the
event of any conflict between the meanings in this Glossary of Terms and
the meanings provided in the body of this RFP, the meanings provided for
in the body of the RFP shall govern.

AWI - Anacostia Waterfront Initiative

CERCLA - Comprehensive Environmental Response, Compensation and
Liability Act

DC Zoning Commission - District of Columbia Zoning Commission

DCC Report - Description of Current Conditions Report

Developer's proposed plan - Site plan proposed by Developer

Development Agreement - Land Sale or Land Lease agreement between
selected developer and

GSA for development of the SEFC site

District Government - District of Columbia Government

District - District of Columbia

DOT - United States Department of Transportation

Draft EIS - Draft Environmental Impact Statement

EIS - Environmental Impact Statement

Enterprises - cultural institutions and business enterprises

EPA - United States Environmental Protection Agency

F.A.R. - Federal Acquisition Regulation

FAR - Floor Area Ratio

FOIA - Freedom of Information Act

FPS - Federal Protective Service

Final EIS - Final Environmental Impact Statement

Financial Offer - Developer's financial offer to GSA for land lease or
land sale for SEFC

development

GSA - United States General Services Administration

G.S.A.R. - General Services Administration Acquisition Regulation

GPO - Government Printing Office Regional Facility

GSA Plan - Illustrative Plan developed by GSA

In-water development - Development in the water

Land development Agreement - Land Sale and Lease Agreement

Land Lease - Land lease for SEFC site

Land Lease Agreement - Land Lease agreement for SEFC site

Land Sale - Land sale for SEFC site

Land Sale Agreement - Land Sale agreement for SEFC site

NCPC - National Capital Planning Commission

NEPA - National Environmental Policy Act of 1969

NHPA - National Historic Preservation Act of 1966

NIMA - National Image and Mapping Agency

OMB - Office of Management and Budget

Overall SEFC site - 55-acres of the overall SEFC site

Phases - Phases for development of SEFC site

Preferred Developer - After evaluation of RFP responses, developer with
whom GSA plans to

enter into Development Agreement

RCRA - Resource Conservation and Recovery Act

The RCRA Order - Final Administrative Order on Consent, Docket No.
RCRA-III-019AM

RFI - RCRA Facility Investigation

RFI Workplan - Workplan for RFI for Southeast Federal Center

RFQ - Request for Qualifications

RFP - Request for Proposals

RFP response -- Developer's response to the RFP

RLV - Residual Land Value RLV is maximum supportable land value after
all expenses and

returns attributed to improvements have been deducted from the income of
the total

property.

ROD - Record of Decision under NEPA

SEFC - Southeast Federal Center

SEFC Act - Southeast Federal Center Public-Private Development Act of
2000

SEFC Site - The 44-acre Southeast Federal Center site that is the
subject of this RFP

SEFC Zoning Overlay - Zoning Overlay Proposal for the SEFC Site or SEFC
Zoning Overlay

Proposal

Selected Developer - Developer with whom GSA enters into the Development
Agreement

SHPO - District of Columbia State Historic Preservation Officer

Upland development - Development on land

WMATA - Washington Metropolitan Transportation Authority

I. Executive Summary

The United States General Services Administration ("GSA") is pleased to
issue this Request for Proposals ("RFP") for the development of a
portion of the approximately 55-acres of the overall Southeast Federal
Center site ("Overall SEFC site"). The Overall SEFC site is comprised of
(a) an 11-acre parcel being independently developed by a private
developer for the United States Department of Transportation (\"DOT\")
headquarters, and (b) an approximately 44-acre parcel that is the
subject of this RFP and is hereinafter referred to as the \"SEFC site\".
This RFP is being issued to a short list of the most highly qualified
developers based on GSA's review of submittals to the April 2002 Request
for Qualifications ("RFQ").

As stated in the RFQ, the development of the SEFC site offers a unique
development opportunity for the private sector to collaborate with the
public sector to develop federally owned land for private sector use.
Under the Southeast Federal Center Public-Private Development Act of
2000, Public Law 106-407 (" SEFC Act"), GSA has special authority to
adopt innovative, flexible approaches for working with the private
sector to develop the SEFC site. The SEFC Act specifically allows:

"\[t\]he Administrator of General Services \[to\] enter into agreements
(including leases, contracts, cooperative agreements, limited
partnerships, joint ventures, trusts, and limited liability company
agreements) with a private entity to provide for the acquisition,
construction, rehabilitation, operation, maintenance, or use of the
Southeast Federal Center...."

The SEFC site, located in the District of Columbia's ("District") Near
Southeast neighborhood along the Anacostia River, is an approximately
44-acre urban waterfront parcel comprised of (a) a 37-acre parcel, (b)
approximately three acres that are located within the riverbed of the
Anacostia River and, (c) approximately four acres of land that are and
will continue to be used by the United States Department of the Navy for
its boiler and power plant.

This RFP is the second stage in GSA's two-stage selection process to
select a master developer for the development of the SEFC site. In the
first stage of this process, GSA issued the RFQ to the development
community nationwide. After a comprehensive review of RFQ submittals,
GSA selected a short list of the most highly qualified developers to
proceed to the RFP stage. Developers receiving the RFP are being asked
to submit proposals for master development, in phases, on the
developable acreage of the SEFC site. For evaluation and monitoring of
the development, the development of the SEFC site must be in three
phases of approximately equal aggregate parcel or square footage size.
SEFC site infrastructure development may be in one, two or three phases.
GSA recognizes that, based on future market conditions and financing,
development may, subject to GSA\'s consent, actually take place in fewer
than three phases or within a different time frame.

GSA is now seeking site development proposals ("Developer's proposed
plan") based on the GSA Illustrative Plan ("GSA Plan") in Appendix IV --
GSA Plan. Detailed requirements for responding to this RFP are provided
in Section VI -- Submission Requirements and Section VII -- RFP
Submittal Content.

GSA's primary goal is to enhance the value of the SEFC site to the
United States by leveraging the private sector's experience, creativity,
and resources and obtain the best fair value for the sale or lease of
the SEFC site. GSA's vision and goals for SEFC site development are
included in Section II A -- GSA's Vision and Goals. GSA will achieve its
primary goals of enhancing the value of the SEFC site to the United
States by transforming the SEFC site into a vibrant, urban, mixed-use
waterfront destination, offering a combination of uses that will attract
office workers, residents and visitors to live, work and enjoy. These
goals will be achieved by developing an exciting urban environment with
a balanced, well-designed mixture of land uses, including residential,
office, retail, together with parks, cultural uses, open space, and a
waterfront park.

Business Enterprises and Cultural Institutions (\"Enterprises\") have
been offered a website for registration of their interest in
participating in GSA\'s public/private development efforts, such as the
SEFC site. Developers and Enterprises are encouraged to view and/or
search under \"Offerings\" at http://www.gsa.gov/southeastfederalcenter
for the Business & Cultural Enterprises registry.

To advance the SEFC development process, GSA is seeking comprehensive
and detailed responses. The developer's RFP response must address
Experience and Past Performance of Key Personnel, Site Plan and Design
Concept, Phasing Plan/Development Schedule, Financial Offer and
Supporting Financial Information, Financial Capability and Capacity, and
Developers Labor/Trade Apprenticeship and Training Program. Detailed
requirements for the developer's RFP response are provided in Section VI
-- Submission Requirements and Section VII -- RFP Submittal Content.

GSA has provided key information on the SEFC site in Section III -- Key
Development Considerations. This information includes the GSA Plan, SEFC
zoning, design guidelines, current site tenancies and parcel
availability, infrastructure, historic structures and cultural
resources, environmental remediation and flood plain areas. Additional
information on the site can be found in the appendices to this RFP and
on the SEFC website, http://www.gsa.gov/southeastfederalcenter.

The Financial Offers must be for two transaction options -- 1) Land
Sale, and 2) Land Lease. Each transaction must have two infrastructure
financing options: below market financing including, but not limited to,
tax-exempt financing, and private capital financing. A more detailed
description of the Proposed Transaction Options is in Section IV --
Proposed Transaction Options.

As noted in Section VI - Submission Requirements, complete responses are
due no later than 3:00 p.m., September 15, 2003. Submit one original,
one unbound copy, and nine bound copies of the response, together with
all forms and attachments to:

US General Services Administration

RE: RFP SEFC

301 7th Street, SW, Room 1061

Washington, DC 20407

Following a review and evaluation of the potential developer\'s RFP
responses, GSA reserves the right to request further clarification from
and/or discussions with developers. GSA may conduct oral interviews with
one or more developers.

II\. Introduction

A. GSA's Vision and Goals

GSA envisions the development of a vibrant, urban, mixed-use waterfront
destination, offering a combination of uses that will attract office
workers, residents, and visitors from across the District and beyond.
This development will provide an attractive location for office workers
by day, and a friendly and secure environment for urban dwellers,
families and visitors. GSA, working together with the District
Government, has produced the GSA Plan for development of the SEFC site.
Additionally, GSA is a stakeholder in the larger Anacostia Waterfront
Initiative ("AWI") to revitalize 16 miles of Anacostia River frontage,
as well as a participant in the National Capital Planning Commission's
("NCPC") "Extending the Legacy" : Planning America's Capital for the
21st Century".

GSA has identified five factors that will achieve the primary purpose of
developing the SEFC site to enhance its value to the United States.
These five factors are:

1\. Working with the private sector to develop a visionary yet
achievable long-term development strategy for the SEFC site;

2\. Encouraging mixed-use development and revitalization consistent with
the GSA Plan, in conformance with area development trends and in
alignment with the goals and objectives outlined by other federal and
local stakeholders, including the District's AWI and NCPC's "Extending
the Legacy" plan;

3\. Leveraging private sector experience, resources, and capital;

4\. Embracing public use and ensuring clear and open public
accessibility to the waterfront; and

5\. Encouraging high standards of environmental design in pursuit of the
creation of a new waterfront neighborhood and new public spaces in the
Nation's capital, including superior design standards and the
achievement of sustainable development goals.

B. The Opportunity

GSA seeks to develop the SEFC site under the SEFC Act, which gives GSA
the legal authority to enter into agreements with the private sector to
develop the SEFC site expeditiously and efficiently. By leveraging the
private sector's creativity, experience, and resources, GSA's goal is to
transform the SEFC site into an asset where office workers, residents
and visitors can live and work. This goal includes promoting an exciting
mixture of land uses including office space, residential uses, and
retail uses together with new parks, open space, and innovative design.

The SEFC site is situated within a mile of the Capitol building, and is
GSA's largest undeveloped land parcel in the District. The Overall SEFC
site is comprised of 55 acres bounded by Isaac Hull Avenue on the east
to 1st Street, SE on the west, and from M Street, SE on the north to the
Anacostia River on the south. As described below, portions of the site
are not part of the development opportunity being offered in this RFP.

Since the SEFC Act was signed into law, GSA has awarded a lease to
JBG/SEFC LLC for the development of the 1.7 million square foot DOT
headquarters on 11 acres of land located along M Street, SE between
extended New Jersey Avenue and 4th Street, SE. GSA has executed a
conveyance agreement for the sale of this parcel to JBG/SEFC LLC for the
development of the DOT headquarters. The development opportunity offered
in this RFP is for the three-phase development of the remaining 44 acres
as shown in the GSA Plan and described in Section III -- Key Development
Considerations.

The energy of new development activity and local revitalization
initiatives in the Near Southeast neighborhood reflects the District's
strong commercial and residential markets (see Appendix III B -
Significant Development Trends in the Near Southeast Neighborhood). The
development of the SEFC site is consistent with area development and
economic trends and with the primary objectives of NCPC's "Extending the
Legacy\" and the District's AWI. The vision, goals, and GSA Plan for the
SEFC site reflect these broad-based planning initiatives. These plans
target revitalization and redevelopment of urban areas within the
District, such as the Near Southeast neighborhood, to better showcase
the city's natural resources, cultural attractions, and fabric of unique
neighborhoods to benefit both the District's residents and its 20
million annual visitors. Each plan is summarized as follows:

NCPC's Extending the Legacy: Planning America's Capital for the 21st
Century (1997)

"Extending the Legacy" is a framework for development created by NCPC,
the federal government's planning agency, for the District and
surrounding counties in Maryland and Virginia. The plan addresses
transportation, community revitalization, public building, and open
space, including 22 miles of connected public waterfront on both sides
of the Potomac and Anacostia rivers.

As required by the SEFC Act, GSA will consult with NCPC on development
plans for the SEFC site to align the development with the vision for the
Capital as described in the Legacy Plan. The Legacy Plan can be viewed
on the SEFC website, http://www.gsa.gov/southeastfederalcenter.

Anacostia Waterfront Initiative (March 2000 to date)

Under the direction of the District Government, the AWI is a planning
initiative to revitalize the Anacostia River corridor by encouraging
access to park areas and attracting a mix of new uses to create lively
waterfront destinations. A total of 16 miles of the Anacostia River
water frontage is incorporated in AWI including the target areas of the
Southwest waterfront, the Near Southeast neighborhood, Poplar Point, RFK
Stadium area and the extended reaches of Anacostia Park. The central
element of the AWI is the Anacostia Riverwalk and Trail, a continuous
walking and bicycling trail that will interconnect active and passive
waterfront areas. Over 20 federal agencies, local government, area
community groups, and non-profits are coordinating to support this
landmark initiative. For further information on AWI and how the SEFC
site integrates into the AWI plan, reference http://www.
planning.dc.gov.

C. Authorizing Legislation

The SEFC Act authorizes the development of the SEFC. Any agreements that
GSA enters into pursuant to this selection process must comply with the
terms of the SEFC Act. A summary of the SEFC Act is included in the
Appendix I -- Legal and Regulatory Requirements and Approvals. The
complete SEFC Act can be found on the SEFC website
http://www.gsa.gov/southeastfederalcenter.

D. GSA's RFP Process

The RFQ was the first stage in this two-stage selection process. The
objective of the RFQ stage was to identify the most highly qualified
developers based on the key factors outlined on page 21 of the RFQ. GSA
reviewed submittals in the RFQ stage to identify a short list of the
most highly qualified developers and as a result has decided to seek a
master developer for the development of the SEFC site.

In this second stage, GSA is issuing this RFP to the most highly
qualified developers identified from the RFQ stage. The most highly
qualified developers are being asked to submit RFP responses for master
development of the developable acreage of the SEFC site. The RFP
includes specific criteria against which RFP responses will be
evaluated; see Section V B -- Evaluation Factors for RFP.

GSA reserves the right to request clarifications from, and have
discussions with, developers about their RFP responses. GSA may also
conduct oral interviews. At the end of the oral interviews, if any, GSA
will select, based on the criteria in the RFP, at least one developer.
GSA intends to execute a Land Sale Agreement or a Land Lease Agreement
(as the case may be, a Development Agreement) with a single Preferred
Developer.

III\. Key Development Considerations

A. GSA Plan

The GSA Plan sets forth a flexible framework for mixed-use development,
with proposed square footages (see Table 1 below) for office,
residential, retail, cultural and park uses. The GSA Plan includes, at a
minimum, the streets that are to be provided, the general location of
these streets, and the location of all parcels and proposed zoning
categories. The GSA Plan is the starting point for the developer\'s
submission of a proposed plan. The developers proposed plan must show in
reasonable detail how mixed-use development can be achieved on the SEFC
site consistent with GSA\'s vision and goals, the GSA Plan, the SEFC
Act, AWI, and the Legacy Plan.

The square footages are estimates based on what the proposed zoning will
allow. Included as part of the GSA Plan are the proposed SEFC
site-zoning categories consistent with the application for filing
February 2003. The map of the GSA Plan is included on the next page, and
the GSA Plan is attached as Appendix IV -- GSA Plan. B. SEFC Zoning

The SEFC Zoning Overlay Proposal

To facilitate the mixed-use development concept, GSA has submitted to
the District of Columbia government a zoning application for an SEFC
Overlay Zone (the "SEFC Zoning Overlay") that includes, as the
underlying or base zoning categories, the CR, R-5-D and R-5-E and W-0
zoning districts. GSA anticipates that the SEFC Zoning Overlay case will
be completed prior to the execution of the Land Development Contract. If
a 3rd party delays the process, GSA will adjust the timelines as
appropriate. The complete text of the SEFC Zoning Overlay is included in
Appendix V -- SEFC Zoning Overlay. The SEFC Zoning Overlay provides
additional controls and guidelines for each of the base zones in order
to carry out the goal of a vibrant, urban, mixed-use waterfront
development. The proposed mapping of the SEFC Zoning Overlay is shown on
the zoning map the next page and is included as part of Appendix V --
SEFC Zoning Overlay.

The majority of the SEFC site is proposed for the CR zone, consistent
with the recently adopted CR zoning to the west of the SEFC site. The
SEFC Zoning Overlay that accompanies this zoning includes retail,
setback, use and design requirements. The SEFC Zoning Overlay also
permits additional density (FAR 6.5) on Parcel A through combined lot
development, as well as additional height (130 feet). The remaining CR
parcels are permitted a height of 110 feet under the SEFC Zoning
Overlay.

The middle parcels (L, M, N and O) are zoned R-5-E to maximize
high-density residential development on the site. The SEFC Zoning
Overlay permits ground floor retail in keeping with the goal of a
mixed-use waterfront and provides a list of permitted uses. Parcel Q is
zoned R-5-D to achieve a stepping down of height and density toward the
water.

The balance of the site along the water is zoned W-0, which includes
Parcel P, and the area shown on the map as Waterfront Park. The W-0
zoning permits a 0.5 FAR of development, including retail uses and
water-related development such as marinas and boathouses.

Zoning Review Process

GSA anticipates that the SEFC Zoning Overlay case will be completed
prior to execution of the Land Development Agreement. In February 2003,
the SEFC Zoning Overlay case was filed and set down for Hearing with the
DC Zoning Commission. The Hearings are expected to take place in late
May of 2003 with final action expected 6 to 9 months from application.

Zoning Design Guidelines

The proposed SEFC Zoning Overlay includes design guidelines for
buildings fronting on M Street as well as ground floor retail
requirements for many of the parcels. Additional design guidelines may
be imposed by the DC Zoning Commission as part of the special exception
review process (See Appendix V). In addition to these zoning design
guidelines, portions of the developer\'s proposed plan may also be
subject to historic preservation design review depending on the type of
project proposed and whether the development includes any historic
structures or sites. (See the discussion in Section III F - Historic
Structures and Cultural Resources.) Also, the Urban Design Guidelines
discussed below, as well as the design excellence standards, discussed
in Section IV D - Conditions of Land Sale or Land Lease Transaction
Offers, will apply to development on the SEFC site.

C. Urban Design Guidelines

GSA envisions the development of a vibrant, urban, mixed-use waterfront
neighborhood.

The following urban design guidelines for SEFC site are intended to
provide developers with urban design considerations towards achieving
the GSA\'s vision and goals and will be used for evaluation of the
developer\'s site plan and design concept referenced in VII Section 3.
They are:

\- The phasing plan for development is encouraged to include residential
and public open space elements as a component of the first phase of the
project.

\- Height, bulk and siting of buildings shall provide open views and
vistas to and from the waterfront and, where practical, maintain views
of federal monumental buildings.

\- Buildings, structures or uses proposed for the SEFC site should
provide appropriate building and landscape treatment, in character with
the street grid proposed for the SEFC site, and the Anacostia riverside
setting, and minimize negative impacts on adjacent developments.

\- High-density residential development is to be encouraged on the site.

\- Landscaping which complements private development and the public
streetscape and open space destinations shall be provided. The provision
of plazas with appropriate landscaping and public uses at the
intersection of major streets is encouraged.

\- On or above-grade parking adjacent to, or visible from, the street
shall be limited. Where parking cannot be placed underground, other uses
such as retail or residential should separate parking areas from the
street. Where this is not possible, green landscaping or architectural
treatment of facades should be incorporated to adequately screen parking
from the street and adjacent development.

\- Residential development shall have a variety of unit types and sizes.

\- An appropriate mix of neighborhood and waterfront-oriented retail,
service and cultural uses shall be considered at ground level along
major streets, and for buildings, which face onto the Waterfront Park.

\- Waterfront Area Design Guidelines:

· A publicly accessible waterfront park should be provided along the
Anacostia River, providing for a wide variety of active and passive
recreation uses.

· A continuously publicly accessible river-walk esplanade, including
designated walkways and bicycle lane, should be provided.

· Land uses that activate the waterfront, such as cafes and specialty
retail, are encouraged. Proposed waterfront-oriented retail, service and
cultural uses are to be provided at ground level.

· Land uses and the siting and design of buildings, infrastructures, and
plazas which improve the natural ecology, or which interpret the
importance of natural systems, and/or the historically important
maritime context of the site, are encouraged.

· The ground level of all buildings fronting onto the Anacostia River
and Waterfront Park shall maximize uses that open to, overlook, and
activate the public park and esplanade.

· The siting and design of all buildings and structures should maximize
and enhance views of the Anacostia River.

\- Waterfront Park Vision Statement:

· The waterfront park is envisioned as a key public space resource for
the overall Near Southeast and Capitol Hill neighborhoods as well as a
citywide and regional destination. With expansive views of the Anacostia
River and the Potomac, the waterfront park can be the setting for a
variety of active cultural and retail uses. Maritime uses should be
promoted and activities in the upland areas should encourage public use
during all four seasons. Buildings and land uses surrounding the park
should play an integral role in creating the identity and context for
park activities and should reinforce the active nature of this key
public destination.

D. Current SEFC Site Tenancies and Parcel Availability

The Overall SEFC site includes nine buildings, two structures, and paved
surfaces used for parking. Seven of these buildings are historic and two
buildings and two structures are of more recent construction. Of the
seven historic buildings, three are occupied and four are vacant. One of
the historic structures is the Navy Boiler and Power Plant which is
owned and operated by the Navy and is not part of this selection
process. Another historic building is part of the 11 acres to be
developed for the DOT headquarters and is not part of this selection
process. Almost all of the buildings were originally constructed as
weapons production factories and workshops. These buildings, ranging in
size from 1,000 square feet to 300,000 square feet, were later converted
to provide a wide variety of office space for approximately 20 different
federal departments and agencies.

Current tenants on the SEFC site include:

\- Parcel E - The Federal Protective Service (FPS), which occupies
Building 74, the transportation repair shop, and Building 202, an
extension of the Gun Assembly Plant for office/storage. GSA anticipates
that FPS will vacate the SEFC site in 2006, but this date may change.

\- Parcels A, F and G - National Imaging and Mapping Agency (NIMA),
which occupies Building 213 for office/laboratory space. GSA anticipates
that NIMA will vacate the SEFC site in 2009, but this date may change.

\- Parcel H - Government Printing Office Regional Facility (GPO)
building, located on the SEFC site, is currently used as a printing
plant and office/storage. GSA anticipates that the GPO will vacate the
SEFC site in 2004, but this date may change.

E. In- Water Development

As previously stated, for evaluation and monitoring purposes, the
development of the SEFC site must be in three phases. Developers have
the flexibility to choose the use and amount of square footage in each
of the three phases, subject to parcel availability. Any in-water
development, including such in-water uses as marinas and boathouses,
will be considered as part of the three phases. However, in the Draft
EIS, GSA is only analyzing all reasonably foreseeable significant
environmental impacts that may arise from upland (land above the
waterline) development at the SEFC site. Therefore, any in-water
development proposed for any of the Phases will be conditioned on
compliance with appropriate additional NEPA requirements for the
in-water development, as well as the selected developer obtaining any
necessary local and/or federal permits for in-water development. No
transfer of \"in-water\" ownership or development rights for the phase
pertaining to in-water development will occur until those requirements
are met. This means that proposing in-water development as part of a
Phase will \"likely delay\" the transfer of ownership rights for the
SEFC site until GSA complies with its obligations under NEPA regarding
Phase I in-water development. If the RFP submission includes Phase I
in-water development, a development schedule reflecting the \"likely
delay\" of transfer of ownership rights and development shall be
included in the RFP submission for the Developer\'s Development
Schedule.

F. Infrastructure

Existing Infrastructure

There are two civil surveys for the SEFC site, the 1995 Curry Survey and
the 2002 A. Morton Thomas Survey (for the 11-acre DOT site within the
Overall SEFC site). Both of these surveys are available on the SEFC
website, http://www.gsa.gov/southeastfederalcenter.

Required Infrastructure

As can be seen in the GSA Plan (page 10 and Appendix IV - GSA Plan), the
DOT site is with the Overall SEFC site. The SEFC selected site developer
will not be responsible for the development and right-of-way of the
three streets on the periphery of DOT site (New Jersey Avenue from M
Street to Tingey Street, Tingey Street between 3rd Street and 4th
Streets, and 4th Street between M Street and Tingey Street).

The GSA Plan identifies the minimum number of streets, and their
location, within the SEFC site (excluding the three streets mentioned
above). Additional streets may be added at the option of the developer.
Right-of-way shown on the GSA Plan shall be improved to a minimum width
of 90 feet. Roadways and right-of-way are the responsibility of the SEFC
developer, and shall be developed in accordance with District standards
for public streets at the SEFC site developer's expense and dedicated to
the District as public streets. In the street dedication process, the
areas below the street surface shall remain available for private use
for utility infrastructure and parking.

Also, the GSA Plan shows a waterfront park area ("park") of at least
2-1/2 acres, which is accessible to the public. The park is to be
maintained at its present location and the plan submitted by the
developer must show a minimum of 5-1/2 acres of park and open space on
the SEFC site, inclusive of 2-1/2 acres for a waterfront park. This park
requirement is in addition to any private or public open spaces created
by virtue of meeting the DC zoning requirements for streetscape,
setback, outdoor recreation space, side or rear yard, and other zoning
requirements.

Developer Infrastructure Responsibility

The developer shall assume responsibility for financing and constructing
the infrastructure for the project including the roads, parks and open
spaces, and public utility services such as water, sewer, gas and
electric. The District has indicated its willingness to consider public
infrastructure financing for development of the SEFC site, but there is
no commitment to a particular method of public sector financing
(inclusive of tax exempt financing) or to a dollar amount. Developers
are required to respond with land value offers based on two
infrastructure financing alternatives: 1) below market financing
including, but not limited to, tax-exempt financing and 2) private
capital financing. Developers may propose one, two or three phases of
infrastructure development.

F. Historic Structures and Cultural Resources

Historic Buildings

The land, including the wall and sentry tower, and seven buildings on
the SEFC site are eligible for inclusion in the National Register of
Historic Places, and may be eligible for historic tax credits for the
rehabilitation of the historic structures. Five buildings (buildings 74,
160, 167, 173 and 202) are part of this selection process. The Boiler
Power Plant belongs to the Navy and Building 170 is on the DOT site.

Archaeology

In 1991 and in 1996, GSA conducted Phase I and Phase II archaeological
investigations on the site, and as a result, issued two reports
identifying a number of valuable archaeological resources relating to
the early history of Washington, D.C. In these two reports, GSA
recommended additional evaluative excavations for the more
archaeologically sensitive areas of the site prior to any construction
activities there. These reports are available from GSA for developer
review.

The developer's proposed plan will be subject to the requirements of
Section 106 of the National Historic Preservation Act of 1966 ("NHPA")
with regard to the SEFC site, its historic structures and its
archaeological resources that are eligible for inclusion in the National
Register of Historic Places. As detailed in Appendix I - Legal and
Regulatory Requirements and Approvals, the Land Sale Agreement or Land
Lease Agreement for conveyance of the SEFC site will contain the
appropriate covenants required under Section 106, and the conveyance of
the SEFC site by Land Lease will be subject to the requirements of
Section 111 of the NHPA.

G. Environmental Remediation Liabilities and Responsibilities

As discussed in Appendix II -- Environmental Remediation, the SEFC site
is subject to a Resource Conservation and Recovery Act (RCRA) Section
3013 Administrative Order on Consent, Docket No. RCRA-III-019 AM,
effective August 2, 1999 (Consent Order), and GSA has been performing
environmental site investigations at the SEFC since 1989. Reference RFI
report dated January 2003 on http://www.gsa.gov/southeastfederalcenter
or contact GSA for further information.

Prior to any sale or other transfer of the SEFC site, GSA will provide
the notice and additional information as required under Section 120(h)
of the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. § 9601 et seq., as amended (\"CERCLA\").

H. Future Environmental Remediation

Depending on the method of final conveyance of the SEFC site (i.e., by
Land Sale or Land Lease), CERCLA Section 120 (h) may require GSA to
ensure that the environmental remedy for the SEFC site is implemented
before final conveyance of the SEFC site. If the environmental remedy
has not been completed prior to the effective date of the Development
Agreement (Land Sale or Land Lease), GSA and the developer shall, on or
about the effective date of the Development Agreement, enter into a
separate contract whereby the developer, as GSA\'s Agent and at GSA\'s
expense, shall complete the environmental remediation of the SEFC site.
The environmental remediation contract shall require the developer to
comply with applicable federal law and regulations and the RCRA Consent
Order, and shall contain terms and conditions that are the same as, or
substantially similar to, the terms in Appendix VI B -- Environmental
Remediation Contract. It shall be a condition of the final conveyance
(Land Sale or Land Lease) that the environmental remedy for the SEFC
site shall have been completed in compliance with applicable Federal
laws and regulations.

I. National Environmental Policy Act of 1969 (NEPA)

NEPA provides for the consideration of environmental issues in federal
agency planning and decision-making. NEPA requires the preparation of an
Environmental Impact Statement (EIS) for major federal actions that may
significantly affect the quality of the human environment. The EIS must
provide full and fair discussion of significant environmental impacts
that may arise from the proposed action and inform Federal
decision-makers and the public of the reasonable alternatives under
consideration for the proposed action.

GSA is integrating compliance with NEPA and consideration of potential
environmental impacts into the development of the SEFC site and
selection of the preferred developer. Potential environmental impacts
and mitigation measures will be identified as part of GSA\'s review of
the development of the SEFC site under NEPA. A Draft EIS will be
prepared using a combination of the GSA Plan, developers' responses to
the RFQ, and the NEPA public scoping process to determine the scope of
the NEPA review and reasonable alternatives to the proposed action.
Developers will provide information required by GSA to complete the NEPA
review process. As discussed more specifically in Section VII, Section 2
below, GSA\'s evaluation of the RFP responses will include consideration
of a developer\'s ability and willingness to resolve impacts and
implement mitigation measures identified in the Draft EIS. Negotiations
after the RFP responses may include the developer\'s ability and
willingness to resolve impacts and implement mitigation measures
identified in the Final EIS.

GSA anticipates that the following categories of potential environmental
impacts would be evaluated for inclusion in the Draft EIS: land use
impacts, social and socio-economic impacts, transportation system
impacts (including parking), air and water quality impacts, wetlands and
floodplain impacts, noise impacts, solid and hazardous waste impacts,
historic and cultural (archaeological and architectural) resource
impacts, construction impacts and impacts on natural systems/endangered
species/biotic communities. In the EIS, GSA will also discuss methods to
mitigate any potentially significant environmental impacts. As part of
this process under NEPA, GSA intends to coordinate its compliance with
Section 106 of NHPA, including its obligation to identify potential
impacts to historic resources on the site.

After public and interagency review of the Draft EIS, a Final EIS will
be prepared that responds to comments received on the Draft EIS. In the
Final EIS, GSA will identify any mitigation measures, some of which may
have to be incorporated as an obligation of the developer in the
Development Agreement.

GSA will issue a Record of Decision (ROD) not less than 30 days after
the Final EIS has been made available for public review. The ROD will
identify the alternative selected by GSA for development of the SEFC
site and, if appropriate, identify selected mitigation measures to avoid
or minimize potential environmental impacts arising from implementation
of the selected alternative. Implementation of the action can begin only
after GSA has issued the ROD.

EIS Process

The EIS process has been started to 1) allow GSA decision makers and
prospective developers to review public and inter-agency comments on the
Draft EIS prior to drafting of the Final EIS and 2) to allow public
review of the Final EIS to be completed and a ROD to be issued, before
the Development Agreement is executed. The EIS process will follow a
general schedule that will occur over a 12 to 18 month period, starting
with publication of a Notice of Intent, which was published in the
Federal Register on November 13, 2002. The general EIS process is as
follows:

\- Scoping Meeting held on December 3, 2002 to obtain public comments.

\- Public release of the Draft EIS begins a 45-day public review period.

\- Public hearing on Draft EIS approximately 30 days after release of
Draft EIS.

\- Public release of Final EIS begins a 30-day public review period.

\- ROD issued by GSA.

J. 50- and 100-Year Flood Plain Areas

As shown in the Flood Plain Map, portions of the SEFC site are located
within 50-and-100-year flood plain areas (see SEFC website
http://www.gsa.gov/southeastfederalcenter). As explained further in
Appendix I -- Legal and Regulatory Requirements and Approvals, the
conveyance of the SEFC site by Land Lease or Land Sale will be subject
to the applicable federal and District property use restrictions and
other property use restrictions as appropriate.

IV\. Proposed Transaction Options

A. Transaction Options: Overview

GSA intends to enter into a Development Agreement with the Preferred
Developer for the SEFC site. The SEFC Act provides considerable
flexibility with respect to the type of transaction structure, and
authorizes GSA to convey interests in real property by Land Lease and
Land Sale and other structures. GSA has not determined its preference
for Land Sale or Land Lease, and requires developers to submit Financial
Offers for both of these transaction options. Developers will be
required to construct and finance infrastructure improvements and to
price each transaction option, Land Sale and Land Lease, under two
infrastructure financing options: 1) below market financing including,
but not limited to, tax-exempt financing and 2) private capital
financing. GSA will evaluate both financial offers under the two
infrastructure financing options.

In case of a Land Sale or Land Lease transaction, the preferred
developer will be required to execute a Development Agreement (Land Sale
or Land Lease) with GSA in substantial compliance with a form that will
be provided before selection of the Preferred Developer. The Development
Agreement will (a) identify roles and responsibilities of the parties
(b) specify performance criteria such as design quality, securing of
project financing commitments and construction start dates, and (c)
address other issues such as limitations of assignability. The
Development Agreement shall provide that GSA\'s consent shall be
required for any changes in the key personnel, site plan and design
concept, development schedule, financial offer, and Developer\'s
Labor/Trade Apprenticeship and Training Program identified by the
Selected Developer in the response to this RFP.

The Financial Offer, for Land Sale or Land Lease, shall be based on the
developer's best land price for each parcel, aggregated by phases of
development. To insure consistency for evaluation of Financial Offers,
developers are required to furnish a discounted cash flow Pro Forma with
development costs, operating expenses, and deduction of allocated
infrastructure costs for each development parcel, solving for maximum
supportable Residual Land Value for each. Land Values so established
will be discounted to present day value (January 2004) to establish a
Net Present Value (NPV) of Land Values by Phase, and a Total Project
Land Value which shall be the developer's Financial Offer. For
consistency, GSA has established a 6.25% discount rate to calculate the
NPV of the future Residual Land Values for each parcel and phase.

Developers must choose and supply their own assumptions for investment
returns, discount and capitalization rates. GSA will furnish pro forma
assumptions for inflation and certain other components. GSA has also
supplied templates (reference Appendix VII -- Financial Templates) for
developer assumptions and cost estimates for each parcel, by building
type and use, which will aid in the evaluation of the Financial Offers.

In summary, the Financial Offers will be evaluated based on each
developer's pro forma analyses, which will include:

\- Pro Forma analyses for each development parcel using a general
assumption of a two-year construction period and 11 years of operation
for cash flow modeling, with residual sale in year 11, and developer's
own assumptions on discount and capitalization rates.

\- Developer\'s pro forma solving for maximum supportable Residual Land
Value.

\- Developer\'s assumptions for development costs, revenues, operating
expenses, discount rate and residual sale capitalization rate
assumptions for each Parcel.

\- Parcel Land Values aggregated by Phases I, II and III of development.

\- Land Values by Phases I, II and III, discounted at 6.25% to today's
dollars to establish NPV

\- Land Value offers for each Phase and combining all phases to
establish the developer's proposed Total Project Land Value.

GSA will review the transaction options proposed as part of the
developer's RFP response to determine whether there is a requirement for
budgetary scoring for the proposed transaction structures. The basis of
GSA's review will be the criteria in the Office of Management and Budget
Circular A-11 ("A-11"), for example, "Asset Sales" -- A-11, Appendix A,
section 1,

Page A-15.

Developers may be asked to submit additional information if their
proposed transaction structures appear to require the contribution of
funds by GSA under A-11. Transaction structures requiring congressional
budget authority will be rejected. For further information on A-11,
reference http://www.whitehouse.gov.omb.

The submission information for the Financial Offers for Land Sale and
Land Lease transaction options are below.

B. Land Sale

Developers shall offer to purchase the SEFC site in three Phases. The
start of construction for Phase III shall not be later than nine years
after the date of the Development Agreement for Land Sale execution. For
purposes of responding to this RFP, developers are to assume that the
Land Sale Agreement execution date is January 1, 2004.

Land Sale payment offers include:

\- Total Land Sale price as of the Land Sale Agreement execution date.

\- A deposit set at 2.5% of the total Land Sale price must be paid at
time of signing of the Land Sale Agreement. The Land Sale deposit will
be applied equally to the purchase price for Phases II and III, upon
closing of these phases. The deposit is non-refundable.

\- The Land Sale price for each phase, less the applicable initial
deposit, is due and payable at the earlier of the outside date set forth
below or the Construction Start date of each new Phase, with the
exception of the Phase I payment which will be due upon execution of the
Land Sale Agreement.

For the Financial Offer, the start dates for each Phase shall be assumed
to be:

· Phase I -- The Land Sale Agreement execution date shall be assumed to
be January 1, 2004. Construction of Phase I must start within 18 months
of the Land Sale Agreement execution date (latest Phase I start date
July 1, 2005).

· Phase II -- A maximum of six years after the Land Sale Agreement
execution date (latest Phase II start date January 1, 2010).

· Phase III -- A maximum of nine years after the Land Sale Agreement
execution date (latest Phase III start date January 1, 2013).

\- Deferred Participation -- An additional Land Sale payment will be due
on any sale or refinancing, based on 15% participation of net proceeds,
after a preferred return to the Preferred Developer is achieved.
Deferred participation shall be negotiated between GSA and the Preferred
Developer.

Due to the unknown future dates of any transaction for project
refinancing, deferred participation proceeds will not be evaluated in
the RFP.

C. Land Lease

The Land Lease Agreement by and between GSA and the Selected Developer
is anticipated to be a long-term land lease, with deferred participation
by GSA due at any Land Lease sale or project refinancing, after
preferred returns to the developer, for designated uses and parcels. The
Land Lease will include a deposit, and a series of Base Rent payments
adjusted annually by CPI.

The Land Lease will be subject to a Lease Agreement, and for financing
purposes will not be subordinated to developer financing, although GSA
will permit an assumable Land Lease with adequate notice/cure periods
for financing purposes. GSA will retain ownership of the land and will
retain reversionary rights to the land and the improvements at the
conclusion of the Land Lease term, as the same may be extended by mutual
agreement of the parties to the Land Lease.

The Land Lease transaction offer shall have three Phases (similar to the
Land Sale alternative), with the following provisions:

\- Base Land Lease term. The Base Land Lease term shall be 75 years,
commencing at execution of Lease Agreement.

\- A deposit set at 2.5% of the NPV of total Land Lease payments to be
paid at time of signing of the Land Lease Agreement. The Land Lease
deposit will be applied equally to Phases II and III, upon closing of
the prior phase. The deposit is non-refundable in case of developer
default.

\- Annual Base Rent payments to GSA are to be specified by the
developer, for each phase based on full build out and all available
revenues as contributions to the land value. The first Annual Base Rent
payment is for Phase I, and is to be made at the time of execution of
the Land Lease Agreement. For the Financial Offer, the start dates for
each phase are as follows:

· Phase I - January 1, 2004, the Land Lease agreement execution date.
Construction of Phase I must start within 18 months of Land Lease
agreement execution

· Phase II -- A maximum of six years after the Land Lease agreement
execution date (latest Phase II start date January 1, 2010)

· Phase III -- A maximum of nine years after the Land Lease agreement
execution date (latest Phase III start date January 1, 2013)

\- Annual Base Rent payment shall be adjusted for CPI annually (assume
3% CPI rate for RFP response).

\- Deferred Participation -- An additional Land Lease payment will be
due at Land Lease transfer or project refinance, based on 15%
participation of net proceeds, after a preferred return to the master
developer is achieved. This additional payment shall be negotiated
between GSA and the Selected Developer for inclusion in the Land Lease
Agreement.

Due to the unknown future dates of any transaction project refinancing,
deferred participation proceeds will not be evaluated in the RFP.

D. Conditions of Land Sale or Land Lease Transaction Offers

Prior to land conveyance or lease of each phase, GSA will require that
the Selected Developer have financing in place, an agreed upon schedule
for construction start and to have met design quality standards as
referenced below. As will be further defined in the Development
Agreement, GSA reserves the right to terminate the Development Agreement
for Land Sale or Land Lease for default as to future phases not yet
acquired or leased by the Selected developer and the exercise of
remedies specified in the Development Agreement with respect to phases
already acquired or leased (to include possible reversion and forfeiture
of the security deposit, but subject to reasonable protections for
Lenders) by the Selected Developer, and/or to renegotiate the terms and
conditions of the Development Agreement. The Land Sale or Land Lease
transaction offers are subject to certain performance standards and
penalties, to be further detailed in the Development Agreement, but in
summary will include but not be limited to:

\- Minimum Phase Performance Standards - Performance standards for Phase
I must be met prior to conveyance of Phase II; and similarly, the
performance standards for Phase II must be met prior to conveyance of
Phase III. If performance standards are not met prior to each phase, GSA
reserves the right to exercise the remedies described above.

o Substantial Completion - 90% construction completion and/or 70%
occupancy and infrastructure improvements required for each phase.

o 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\. Sustainable Design - which considers the interrelationship between a
building, its occupants, its components and the surrounding environment.
Sustainable Design principles address energy efficiency, resource
conservation, indoor environmental quality, and efficient building
operations and maintenance.

2\. 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 the waterfront. Support for
public use through open spaces with an emphasis on creating a
pedestrian-friendly environment at street level.

3\. Architectural Design - The incorporation into the design of both the
finest contemporary architectural thought and qualities, including
overall architectural scale, surface materials and landscaping, which
reflect the regional architectural traditions of the Washington, D.C.
area and the mid-Atlantic region.

4\. Urban Design/Planning - Respect and support for the AWI and the NCPC
Legacy Plan, and must ensure the project's design as a complementary
addition to the District.

\- In case of Force Majeure (including, without limitation, acts of God,
delays due to regulatory issues, etc.), GSA reserves the right, at its
option, to grant time extension(s) to developers.

E. Financing Plan

Identification of all equity and debt sources of financing for Phase I
of the SEFC project and proposed sources for all subsequent phases must
be provided. For further details, see Section VII -- RFP Submittal
Content.

V. Selection Process, Schedule and Evaluation Criteria

A. Selection Process and Schedule

The purpose of the selection process is to select the developer whose
submission would best enhance the value of the SEFC site to the United
States. Agreements under the SEFC Act "shall be negotiated pursuant to
such procedures as the Administrator \[GSA\] considers necessary to
ensure the integrity of the selection process and to protect the
interests of the United States." GSA intends to follow the selection
process described below.

Developers are advised that this selection process is being conducted in
accordance with the SEFC Act, and is not subject to the Competition in
Contracting Act of 1984, as amended, its implementing regulations, or
other procurement regulations, unless expressly stated.

The RFQ stage was the first stage in a two-stage selection process. The
objective of the RFQ stage was to identify the most highly qualified
developers based on the key factors of the RFQ. In the RFQ stage, GSA
sought to identify a short list of the most highly qualified developers
and receive input from developers on the draft Illustrative Plan and
Narrative.

In the RFP stage, GSA is asking developers to submit proposals for
master development on the developable acreage of the SEFC site. The
specific criteria against which the RFP responses will be evaluated are
in sub-section B of this section.

GSA reserves the right to request clarification or have discussions
about RFP responses as appropriate. Based on responses to the RFP and/or
discussion with developers, GSA may conduct oral interview(s).

At the end of the oral interview(s), if any, GSA will select, based on
the criteria outlined in the RFP, at least one developer with whom to
enter into negotiations. These negotiations may include, among other
things, a developer\'s ability and willingness to resolve impacts,
implement the mitigation measures identified in the Final EIS, and
account for the cost of such mitigation measures. GSA intends to execute
a Development Agreement with a single Preferred Developer. Such an
agreement shall be executed no later than 180 days after Preferred
Developer\'s notification. In the event that an acceptable agreement
cannot be reached within 180 days after notification, GSA reserves the
right to then initiate negotiations with the next most preferred
developer. This process will continue until a mutually acceptable
agreement has been finalized, or until the selection process is
terminated.

B. Evaluation Factors for RFP

The following factors will be used to evaluate the RFP responses and to
select at least one preferred developer. The evaluation factors are
listed below:

1\. Experience and Past Performance of Developer's Key Personnel -- 5
points

2\. Developer's Site Plan and Design Concept -- 25 points

3\. Developer's Development Schedule -- 15 points

4\. Developer's Financial Capacity and Capability -- 15 points

5\. Developer's Financial Offer and Supporting Financial Information --
35 points

6\. Developer\'s Labor/Trade Apprenticeship and Training Program -5
points

Additional information about these criteria and RFP submission
requirements are set forth in Section VI - Submission Requirements and
Section VII - RFP Submittal Content.

C. Project Inquiries

Questions and inquiries regarding the RFP must be submitted in writing
by mail or email to the Contracting Officer at:

Ms. Nydia Coleman CPCM

U.S. General Services Administration

Re: RFP SEFC

301 7th Street, SW, Room 7719

Washington, DC 20407

Email: nydia.coleman@gsa.gov

The RFP and all amendments thereto will be posted on the SEFC website,
http://www.gsa.gov/southeastfederalcenter.

VI\. Submission Requirements

A. Submission of Proposals

The developer must submit one original, unbound copy and nine bound
copies of the RFP response and include all forms and attachments. GSA
must receive submissions no later than 3 pm on September 15, 2003. 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 SEFC

301, 7th Street, SW, Room 1065

Washington, DC 20407

The Development Agreement will provide that GSA\'s consent shall be
required to any change in the key personnel, site plan and design
concept, development schedule, financial offer, and Developer\'s
Labor/Trade Apprenticeship and Training Program identified 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 in Section VII -- RFP Submittal Content.

B. Overview of Submittal Organization and Contents

Section 1 - Experience and Past Performance of Developer's Key Personnel

a\. Development Entity Information

b\. Staffing Plan for Project

c\. Experience and References for Key Personnel

d\. Past Performance of Key Personnel

Section 2 -- Developer's Site Plan and Design Concept

a\. Concept Narrative

b\. Illustrative Site Plan

c\. Land Use Plan

d\. Schematic Parking/Garage Plan

e\. Aerial Perspective

f\. "Walking Tour"

g\. Site Sections

h\. Parcel Phasing Plan

Section 3 -- Developer's Development Schedule

a\. for securing entitlements and detailed project design

b\. for completing infrastructure improvements

c\. for phased development of the SEFC site in three phases

d\. for phase development of the SEFC site in three phases reflecting
the \"likely delay\" of transfer of ownership rights and of development
of the SEFC site due to Phase I in-water development.

Section 4 -- Developer's Financial Offer and Supporting Financial
Information

a\. Land Sale Financial Offer

b\. Land Lease Financial Offer

c\. Detailed Infrastructure Budget

d\. Detailed Infrastructure Financing Plan

e\. Detailed Development Budget

f\. Cash Flow Pro Formas for Land Sale and Land Lease Options

g\. Absorption Projections

Section 5 -- Developer's Financial Capability and Capacity

a\. Financing Plan

b\. Financial Capability of the Master Developer

Section 6 --Developer\'s Labor/Trade Apprenticeship and Training
Programs

a\. Offer

b\. Experience with and Past Performance

VII\. RFP Submittal Content

All information requested below must be provided in the developer's RFP
response in order for the response to be considered and serve as the
basis for evaluation in this selection process. In instances where
information or data submitted in the developer\'s RFQ submission has
changed (e.g., change or addition of any of the developer\'s team
members; new financial information), the developer shall provide updated
data for the appropriate subsection. If no changes have occurred, the
representative of the developer who is authorized to bind the developer
shall confirm that fact in writing. If any information or data submitted
in the developer\'s RFQ submission has changed, GSA shall determine
whether the RFQ submission continues to comply with all RFQ
requirements, whether the change constitutes a material change to the
criteria which led to the developer\'s inclusion in the RFP stage, and
whether such change requires the developer to be excluded from further
consideration in the selection process. For purposes of responsibility,
GSA intends to follow 48 C.F.R 9.1041.

Section 1 - Experience and Past Performance of Developer's Key Personnel

The objective of this factor is to evaluate the experience and past
performance of each of the developer's key personnel. Experience and
past performance are of equal importance for evaluation purposes.

Key personnel are those persons that have meaningful control to
coordinate the development, such as: executive project manager, land use
planner, design architect, general contractor, and legal counsel.

The evaluation for key personnel will be accomplished based on the
following information:

a\. Development Entity Information

\- Development entity's name, address, phone and fax numbers and email
address.

b\. Staffing Plan for Project

\- Identify key personnel dedicated to the project (with organization
chart)

\- For key personnel, provide resumes, project role and responsibility
and provide a disclosure of potential conflicts of interest.

c\. Experience and References for Key Personnel

For each of the key personnel, developer must provide a minimum of one,
and no more than three, relevant projects (equal to or more than \$30
million), undertaken and completed in the past ten years, as of the
RFP's date of issuance. Relevant projects include urban revitalization,
waterfront and/or mixed-use development projects; residential projects;
commercial office projects; and retail projects. For each relevant
project, provide the following information:

\- Project name, type (e.g. large scale/urban
revitalization/waterfront/mixed-use development), location (including
addresses and photographs), project cost (budgeted and actual), project
size (total SF, uses and densities) and date of project occupancy.

\- Role of key personnel on project.

\- Unique contributions of key personnel.

\- Two client references per project including contact name, telephone
and facsimile numbers and email address. GSA will contact references to
confirm experience.

d\. Past Performance of Key Personnel

GSA will contact, at its discretion, the references provided in the
developer's RFP response and others to determine each key personnel's
past performance based on key personnel\'s ability to meet time and
budget objectives, key personnel project commitment, key personnel's
history of turning development team visions into realities, key
personnel's history of accomplishing mixed-use development and
revitalization goals, and key personnel's relationship with contractors
and the community.

Section 2 -- Developer's Site Plan and Design Concept

The objective of this factor is to evaluate the developer's proposed
site plan and design concept. The developer's proposed site plan and
design concept for the SEFC site will be evaluated using the urban
design guidelines contained in Section III -- Key Development
Considerations and the build-out targets as provided in the GSA Plan.
Proposed site plans that comply with the urban design guidelines and the
build-out targets in the GSA Plan will be evaluated more favorably.
Submitted drawing and plans are subject to the requirements and
limitations outlined below:

a\. A written Concept Narrative of not more than 20 pages (no less than
11 point font size) outlining the developer's proposed site plan and
design concept for the SEFC site. Additionally, in the narrative, the
developer's proposed site plan and design concept must discuss the SEFC
design concept, open space configuration, parking, architectural
character envisioned, sustainable design (e.g., energy efficiency,
resource conservation), infrastructure, phasing of parcels, waterfront
development, development of infrastructure for the SEFC site, mitigation
of environmental impacts of the development and flood plain mitigation.
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.
Regarding mitigation of environmental impacts, GSA\'s evaluation of the
RFP responses will include consideration of a developer\'s ability and
willingness to resolve impacts and implement mitigation measures
identified in the Draft EIS.

b\. An annotated Illustrative Site Plan (scale 1\'\': 100\'), in color,
detailing:

\- Key building locations

\- Major open space features, including waterfront park

\- Streets, proposed parking areas, retail frontages and
rehabilitated/historic adaptive reuse versus new construction

\- Landscaping, including integration with streetscape

\- View impact analysis, including views to and from the river and major
monuments such as the US Capitol Dome

\- Pedestrian and bicycle connections to the Metrorail station, parks
and trails and cultural facilities, etc.

c\. An annotated Land Use Plan (scale 1": 100') with complete
annotations on:

\- Proposed building sizes in gross square feet (GSF) for all uses
(retail, residential and commercial) as well as number of units for each
residential building.

\- Identify any development constraints that may impact SEFC site
infrastructure (e.g., Underground utilities, floodplain, below-grade
parking structures, etc.).

\- Schematic representation of street trees, plazas and open
space/parks.

d\. Schematic Parking/Garage Plan (scale 1": 100') illustrating:

\- For structured parking

· Proposed areas

· Parking levels below/above ground

· Parking entrances and exits

\- For street parking

· Proposed areas

· Screening for surface parking areas

e\. Overall color Aerial Perspective of the SEFC site with the Anacostia
Waterfront in the foreground to demonstrate Building Massing,
Architectural Character and Open Space relationships.

f\. A \"Walking Tour" of architectural sketches to illustrate major open
spaces, key building features and overall architectural character
envisioned in the Illustrative Site Plan with no more than eight such
color sketches, each no larger than 8 x 10 inches. Sketches must
illustrate massing, architectural character and details of typical
ground level uses and experience, and must cover all key areas of the
SEFC site. Also, indicate the location and sequence of the Walking Tour
Sketches on a reduced illustrative site plan.

g\. Site Sections, at the discretion of the developer, to illustrate
major building relationships to open spaces, the use of garage parking
as flood protection, and all provisions for below/above grade parking
garages at office/residential parcels (Same scale as developer's
illustrative site plan).

h\. A Parcel Phasing Plan, illustrating anticipated build-out with
Parcel sizes and associated infrastructure requirements also shown (Same
scale as Developer's Illustrative Site Plan, but can be reduced).

Note:

\- All drawings must be in color at a schematic design level. No models
are to be provided.

\- Developer must submit one set of drawings mounted on no more than
five 30" x 40" foam core boards.

\- 11" x 17" color reproductions of all plans and drawings must be
included in the bound proposals.

Section 3 -- Developer's Development Schedule

The objective of this factor is to evaluate the feasibility of the
developer's proposed development schedule for the project. The
developer\'s proposed development schedule must be consistent with its
financial offer, site plan and design concept. The development schedule
must address a and b and c or d:

a\. for securing entitlements, if any, and detailed project design

b\. for completing infrastructure improvements as proposed by GSA

c\. for phased development of the SEFC site, inclusive of construction
and occupancy schedules, in three phases as proposed by GSA

d\. for phased development of the SEFC site in three phases reflecting
the \"likely delay\" of transfer of ownership rights and of development
of the SEFC site due to Phase I in-water development.

Section 4 --Developer's Financial Offer and Supporting Financial
Information

The objective of this factor is to evaluate the developer's financial
offer to GSA to ensures that it enhances present value revenues to the
United States. GSA will review the supporting financial information to
assist in the evaluation of the financial offer and to determine the
realism of the financial offer. Financial offers must include all input
assumptions. Templates for assumptions are provided in Appendix VIII --
Financial Templates.

a\. Land Sale Financial Offer

Referencing Section IV -- Proposed Transaction Options, provide the
summary Financial Offer to GSA in the following format:

Phase I Start and Finish Dates-

Phase II Start and Finish Dates --

Phase III Start and Finish Dates --

b\. Land Lease Financial Offer

Referencing Section IV -- Proposed Transaction Options, provide the
summary Financial Offer to GSA in the following format:

Phase I Start and Finish Dates -

Phase II Start and Finish Dates --

Phase III Start and Finish Dates -

c\. Detailed Infrastructure Budget

Provide detailed infrastructure financing budget under two
infrastructure financing options: 1) below market financing to include,
but not limited to, tax-exempt financing and 2) private capital
financing, using standard estimating techniques, including phasing and
financing assumptions, and a preliminary summary of all anticipated
infrastructure costs in current dollars. An infrastructure cost template
is provided in Appendix VIII -- Financial Templates.

d\. Detailed Infrastructure Financing Plan

Provide detailed infrastructure financing plans under two
infrastructure-financing options: 1) below market financing to include,
but not limited to, tax-exempt financing and 2) private capital
financing. Provide a summary of all sources, financing mechanisms, and
uses of funds through the pre-development and development stages. All
equity, debt and subsidized sources of income must be identified. The
description must include terms for all the financing sources. The sample
template to be completed is provided in Appendix VIII -- Financial
Templates. Limit sources to private equity, debt, and public financing
mechanisms such as tax exempt bonds, low-income housing tax credits and
tax increment financing. An infrastructure financing plan template is
provided in Appendix VIII -- Financial Templates.

e\. Detailed Development Budget

Provide a detailed development budget for each parcel, using standard
estimating techniques, including a preliminary summary of all
anticipated development costs in current dollars. A development budget
template is provided in Appendix VIII -- Financial Templates.

f\. Cash Flow Pro Formas for Land Sale and Land Lease Options

For both the Land Sale and Land Lease options, provide an annual cash
flow Pro Forma that covers all sources and uses of funds, for each
parcel (including payments to GSA). The cash flow Pro Forma must include
the construction period of two years plus 11 years of operation after
construction completion. The Pro Forma must include sufficient line item
detail for all sources of revenues, as well as operating expenses, debt
service, capital reserves, etc.

Developer's cash flow Pro Formas must be submitted as part of the
developer's RFP response. In addition, input assumptions to the
developer's Pro Forma must be submitted in formats matching the
templates in Appendix VIII -- Financial Templates. In Appendix VIII,
input assumption templates have been provided by use (for residential,
office and stand alone retail/cultural uses) and by parcel. The Pro
Forma must provide projected internal rates of return on:

· Total Project Costs (before debt service)

· Equity (after debt service)

· Equity (after public subsidies), if any

The following general assumptions must be adhered to:

· Start Date -- January 1, 2004. All Pro Formas 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 Formas
only and is not meant to imply a projected delivery date.

· 3% per year general inflation.

· All other assumptions to be supplied by the developer, unless
otherwise indicated.

g\. Absorption Projections

Provide an absorption schedule of residential units, retail square
footage and office square footage. A sample template is provided in
Appendix VIII -- Financial Templates.

Section 5 --Developer's Financial Capability and Capacity

The objective of this factor is to evaluate the viability of the
Financial Offer with regard to financing and the financial capability of
the developer.

a\. Financing Plan with Summary of Sources, Financing Mechanisms and
Uses of Funds. Describe the financing plan for the project and provide a
summary of all sources, financing mechanisms, and uses of funds through
the pre-development and development stages to and including stabilized
operation or sale. All equity, debt and subsidized sources of incomes
are to be identified. The description must include terms for all the
financing sources, as well as the table provided in Appendix VIII --
Financial Templates. For the developer's RFP response, limit sources to
private equity and debt, and public financing mechanisms such as
tax-exempt bonds, low-income housing tax credits and tax increment
financing.

b\. Financial Capability of the developer

In order to demonstrate the developer's financial 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 and number of SF or units owned
and/or managed)

\- Developer's recent history (last three years prior to RFP issuance
date) in obtaining financing commitments for real estate development
projects, detailing type of project, financing source and amounts
committed

\- Two bank references for the developer and the financial equity
partner

\- 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 verifications that such
assets are available. The financial statement may also include any
additional information that will be useful in evaluating the developer's
financial reliability and past ability to finance projects. (If audited
financial statements are not available, please provide certified
financial statements. All statements \[audited or certified\] must be in
accordance with Generally Accepted Accounting Principles).

\- For developer and development team, a statement regarding any
debarments, suspensions, bankruptcy or loan defaults on real estate
development projects and/or government contracts.

\- A statement describing the expected equity requirements and sources,
the anticipated sources of working capital, and the anticipated sources
for financing the project, including it\'s source of construction
financing.

\- For developer, financial/equity partners include all projects
underway, indicating for each project, the status (% completed to date),
size and scope, cost, developer equity, financial guarantees and role of
developer or financial equity partner.

\- 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 financing and
equity must state their interest in the project, the amount of
financing/equity, terms, rates and contingencies.

Section 6 -- Developer's Labor/Trade Apprenticeship and Training
Programs

As used herein, the term "registered apprenticeship program" means an
apprenticeship program that is accepted and recorded by the United
States Department of Labor, Bureau of Apprenticeship and Training, or by
a recognized State Apprenticeship Agency, as meeting the basic standards
and requirements of the United States Department of Labor for approval
of such program for federal purposes. An apprenticeship program contains
all terms and conditions for the qualification, recruitment, selection,
employment, and training of apprentices. For further information about
registered apprenticeship programs, refer to 29 C.F.R. Part 29. As
detailed in Appendix I -- Legal and Regulatory Requirements and
Approvals, the developer\'s offer for labor/trade apprenticeship and
training programs submitted in response to this RFP shall be
incorporated into the Development Agreement as a covenant. Appendix I
also provides details about the required Labor/Trade Apprenticeship and
Training Program that the Selected Developer shall include in its
contract with each general construction contractor at the SEFC site to
ensure that the commitments of the Selected Developer\'s Offer for the
Labor/Trade Apprenticeship and Training Program are met.

The objective of this factor is twofold. First, GSA intends to evaluate
the developer's offer for labor/trade apprenticeship and training
programs by which the developer shall promote the growth of skilled
craft labor, specifically the use of a registered apprenticeship
program. The developer shall submit an offer that identifies the
percentages of trade work (subcontractors) for construction at the SEFC
site for performance by organizations with registered apprenticeship
program, and identify the planned dollar value to be invested in the
programs (to include informal and formal classroom training) by the
trades (subcontractors). Additionally, GSA intends

to evaluate the developer's experience with and past performance using
registered apprenticeship programs in its development projects. GSA will
evaluate the success of such programs to promote the growth of
applicable skilled craft labor.

Developer shall provide the following information for their experience
and past performance with registered apprenticeship programs:

\- A minimum of one, and no more than three, projects in which the
developer has used registered apprenticeship programs, undertaken and
completed in the past five years, as of the RFP's date of issuance.

\- Summary description of the registered apprenticeship programs for the
above stated projects including, types of skilled crafts used on the
project, duration of the project, and results and benefits/success of
the registered apprenticeship program.

\- Two client references per project including contact name, telephone
and facsimile numbers and email address (GSA will contact, at its
discretion, references to confirm experience and determine past
performance).

For evaluation purposes, the developer\'s offer for labor/trade
apprenticeship and training programs is the most important consideration
under this factor and experience and past performance with
apprenticeship programs are of equal importance.

VIII\. 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 specific
limitations and representations expressed below, as well as the terms
contained elsewhere in this RFP. By participating in the selection
process, developers 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 all Appendices. RFP means all the
documents included herein, including Appendices and drawings.

2\. GSA reserves the right, in its sole discretion, without liability,
to accept or reject any or all the RFP responses, to negotiate with one
or more developers, and to develop the SEFC 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 basis for any claim whatsoever for reimbursement of
costs for efforts expended in preparing a response to the RFP or
participating in the selection process.

3\. GSA reserves the right in its sole discretion, to hold discussions
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, informalities or
nonconformity in the submissions received, and to accept or reject any
or all items in a submission.

Failure to respond to any of the items required by this RFP may 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, amendment, supplementation or negotiation of responses
submitted to this RFP.

4\. 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 GSA; the
use or progress of the development of the site, or any portion thereof;
site and environmental conditions on the site; the zoning that the DC
Zoning Commission may place on the SEFC site; or the suitability of the
site or any portion thereof for any specific uses or development.
Developers shall make their own analysis and evaluation of all aspects
of the site, including without limitation, the income potential, profit
potential, expenses and costs of development of the site. Developers
shall not rely upon any statement or information given to 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, sufficiency, 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 makes no representations regarding the character or extent of soil
or other subsurface conditions or utilities that may be encountered
during the course of site development. The preferred developer must make
its own conclusions concerning subsurface conditions that may affect the
methods or costs of the construction and redevelopment. The GSA makes no
representation or warranty concerning the truth, accuracy or
completeness of environmental information provided about the site.

5\. 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 qualifications of any
developer, and GSA\'s discussions, dealings, or negotiations with one or
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 development strategy for the SEFC site, and in
selecting the developer with which to enter into an agreement for
development of the site, GSA will exercise its best professional and
business judgment 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. No
developer or other private party responding to this RFP shall be
entitled to a justification of GSA's decision or shall have a right to
appeal or protest in any form. By responding to this RFP, developers
waive all rights to appeal, protest or otherwise dispute any agency
action regarding this RFP, in any forum.

7\. GSA does not represent that its requirements meet the requirements
of the D.C. Code or the D.C. 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 this selection process must be in compliance with
all applicable federal, state, county, and city laws, statutes,
ordinances, and regulations, including environmental and historic
preservation requirements.

8\. The requirements and prohibitions of 18 U.S.C. § 201 and 31 U.S.C. §
1352 are applicable to the selection process.

9\. 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 of the property of GSA.

10\. The GSA reserves the right to: (a) modify, and/or suspend any and
all aspects of this RFP; (b) request additional information; and (c)
waive any defects as to form or content of this RFP or any responses
submitted thereto.

11\. The GSA will pay no claims for broker\'s fees. Each developer shall
indemnify, defend and hold the GSA harmless from and against and all
claims, liabilities, and costs arising from any claim for brokerage
commissions, finder's fees, or other remuneration based in whole, or in
part, on the submission of a response to this RFP, any negotiations in
connection with or related to this RFP, or the execution of a lease,
agreement, or other contract arising out of or in connection with this
RFP.

12\. Any sale of the SEFC site or portion of the site shall be by
quitclaim deed or deed without warranty, except as required by
applicable law.

13\. Developers submitting business information pursuant to this
selection process should consult 41 C.F.R. Part 105-60 concerning the
release of such information to third parties pursuant to the Freedom of
Information Act ("FOIA"). All information submitted by developers that
they consider to be confidential and not releasable to third parties
outside of GSA and the District, and their employees, agents, and
representatives must be clearly and conspicuously so marked.

14\. GSA intends to disclose developer submissions received in response
to the RFP to nongovernmental evaluators. Each evaluator will sign and
provide to GSA a "Conflict of Interest Acknowledgement and Nondisclosure
Agreement."

Appendices and Exhibits

Appendix I -- Legal and Regulatory Requirements and Approvals

There are various legal and regulatory requirements and approvals that
may be required prior to execution of the Development 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. Southeast Federal Center Public-Private Development Act of 2000

The SEFC Act authorizes GSA to enter into agreements (including leases,
contracts, cooperative agreements, limited partnerships, joint ventures,
trusts, and limited liability company agreements) with a private entity.
Before entering into any such agreement, the SEFC Act requires that GSA
transmit a report, including a cost-benefit analysis, on the proposed
agreement to the House Committee on Transportation and Infrastructure
and the Senate Committee on Governmental Affairs. The agreement may not
become effective until the end of a 30-day period of continuous session,
as defined in the SEFC Act, of Congress following the date of
transmittal of the report.

B. National Historic Preservation Act of 1966 (as amended)("NHPA")
Requirements

The land and buildings comprising the SEFC are eligible for inclusion in
the National Register of Historic Places. In July 1992, GSA sought and
obtained approval by NCPC of the GSA Master Plan for the SEFC site. With
regard to the July 1992 GSA Master Plan for the SEFC, GSA has satisfied
its obligations under Section 106 of the NHPA, as amended, 16 U.S.C.
section 470f, and its implementing regulations. Depending on the nature
and extent of the preferred developer\'s proposed development plan for
the SEFC site, and the effects that this undertaking (including, and
without limitation, demolition, renovation and rehabilitation) might
have on historic properties in the SEFC site, further Section 106
compliance may be required. Developers shall provide information as
required by GSA to comply with the NHPA requirements. Moreover, the Land
Lease or deed for conveyance of the SEFC site must contain appropriate
covenants required under Section 106. The Land Lease or deed for
conveyance of the SEFC shall be subject to protective covenants running
with the land that are the same as or substantially similar to the
Appendix VI A -- Sample Documents, attached hereto. If Land Lease
conveys the SEFC site, then GSA must comply with its obligations under
Section 111 of the NHPA and consult with the Advisory Council on
Historic Preservation about the Land Lease prior to the execution of the
Land Lease.

C. National Environmental Policy Act of 1969 (as amended) ("NEPA")
Requirements

Concurrent with the selection process, GSA shall undertake a review of
the development of the SEFC site in accordance with NEPA, 42 U.S.C. 4321
et seq., and its implementing regulations. GSA is integrating compliance
with NEPA and consideration of the potential environmental impacts into
the development of the SEFC site and selection of the preferred
developer. Potential environmental impacts and mitigation measures will
be identified as part of GSA\'s review of the development of the SEFC
site under NEPA. A draft EIS will be prepared using a combination of the
GSA Plan, developer\'s responses to the RFQ, and the NEPA public scoping
process to determine the scope of the NEPA review and reasonable
alternatives to the proposed action. Developers will provide information
as required by GSA to complete the NEPA review process. As discussed in
III and VII Section 2 above, GSA\'s evaluation of the RFP responses will
include consideration of a developer\'s ability and willingness to
resolve impacts, implement mitigation measures identified in the Draft
EIS, and account for the cost of such mitigation measures. Negotiations
after the RFP may include a developer\'s ability and willingness to
resolve impacts and implement mitigation measures identified in the
Final EIS.

D. Davis-Bacon Act (as amended) Requirements

Depending on the type of transaction and disposition, the selected
developer may have to comply with the Davis-Bacon Act, 40 USC
276a-276a-5, and its implementing regulations.

E. Socio-Economic Requirements

The Selected Developer must agree 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 (i) the
use, occupancy, sale or lease of the SEFC site; (ii) the selection of
construction subcontractors, vendors or suppliers; or (iii) any
employment practices with respect to employees employed at or in
connection with the SEFC site. GSA shall be deemed a beneficiary of1
this agreement regardless of whether it continues to own any portion of
the site or lease any portion of the site and GSA shall have the sole
right to enforce this agreement in any court of competent jurisdiction.
Such agreement shall be a covenant running with the SEFC site. The
selected developer may also have to comply with other socioeconomic
clauses.

F. Apprenticeship Requirements

The percentage of trade work for construction at the SEFC site and the
dollar value to be invested in the Labor/Trade Apprenticeship and
Training Program as contained in the Selected Developer\'s offer for the
Labor/Trade Apprenticeship and Training Program in response to this RFP
shall be incorporated as covenants into the Development Agreement.
Furthermore, the Selected Developer shall require that its general
construction contractors at the SEFC site include a requirement for a
Labor/Trade Apprenticeship and Training Program that complies with the
percentage of trade work and the dollar value committed for the program
by the Selected Developer in response to the RFP.

The Labor/Trade Apprenticeship and Training Program shall comply with 29
C.F.R. Part 29. In order to meet its commitment regarding the
Labor/Trade Apprenticeship and Training Program, the Selected Developer
shall ensure that it receives from its general construction contractors
the following information:

1\. Trades to be subcontracted and those to be self-performed by the
general construction contractor.

2\. Percentages of trades (subcontractors) to be awarded to entities
using registered apprenticeship programs (if the general contractor is
self-performing, identify this information as it applies to such
trades).

3\. Target number of apprenticeships to be employed. Include the plan
regarding recruitment and training strategies.

4\. New apprenticeship program to be initiated as a result of this
contract.

5\. A complete list of specific training courses and requirements to be
utilized by the contractor and major trade contractors or
subcontractors. Provide for each contractor or subcontractor, the
following information regarding any safety training provided for
supervision and craft labor employees: (a) how much time approximately
does each company devote to safety training by craft, (b) what steps are
taken to ensure that the safety training is conducted in an effective
manner.

G. Flood Plain Requirements

Because portions of the SEFC site are located within 50-and 100-year
flood plains, development of the SEFC site is subject to applicable
federal and District property use restrictions (such as Executive Order
11988 and Title 20 DCMR Chapter 31).

H. National Capital Planning Commission ("NCPC") 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 SEFC site and consider
NCPC's views about the Developer's proposed plan.

Any agreement entered into under the SEFC Act shall reflect a proposed
development that is consistent, to the extent practicable, with the
objectives of NCPC's vision plan entitled "Extending the Legacy:
Planning America's Capital in the 21st Century," adopted by NCPC in
November 1997.

I. Local Zoning and Regulatory Requirements

If the DC Zoning Commission adopts a zoning category for the SEFC site,
this would subject the preferred developer of the SEFC site to local
zoning and regulatory reviews, including, inter alia, review by the DC
Zoning Commission and/or the DC Board of Zoning Adjustment, Large Tract
Review, the D.C. Environmental Policy Act, and other local regulatory
requirements.

J. Environmental Remediation Liabilities and Responsibilities

Prior to any sale or other transfer of the SEFC site, GSA will provide
the notice and additional information required under Section 120(h) of
the CERCLA as amended in the form and manner prescribed by applicable
law.

Depending on the method of final conveyance of the SEFC site (i. e., by
Land Sale or Land Lease), CERCLA Section 120 (h) may require GSA to
ensure that the environmental remedy for the SEFC site is implemented
before final conveyance of the SEFC site. If the environmental remedy
has not been completed prior to the effective date of the Development
Agreement (Land Sale or Land Lease), GSA and the developer, as GSA\'s
agent and at GSA\'s expense, shall, on or about the effective date of
the Development Agreement, enter into a separate contract whereby the
developer shall complete the environmental remediation of the SEFC site.
The environmental remediation contract shall require the developer to
comply with applicable federal law and regulations and the RCRA Consent
Order, and shall contain terms and conditions that are the same as, or
substantially similar to, the terms in Appendix VI B -- Environmental
Remediation Contract. It shall be a condition of the final conveyance
(Land Sale or Land Lease) that the environmental remedy for the SEFC
site shall have been completed in compliance with applicable federal
laws and regulations.

Appendix II -- Environmental Remediation

Numerous environmental investigations, of varying size and scope, have
been conducted at the SEFC site over the past 15 years based on, among
other things, the historical uses of the site. Comprehensive, site-wide
investigations have consisted of three (3) major environmental site
investigation efforts conducted between 1989 and 1996. A comprehensive
summary of environmental conditions at the SEFC site and interim
measures/site stabilization activities conducted and completed at the
site is contained in the April 2001 Current Conditions Report. The text
of Volume 1 of the Current Conditions Report is available through the
SEFC website www.gsa.gov/southeastfederalcenter. Figures for Volume 1
and Volumes 2 and 3 of the Current Conditions Report are available on
request. This report further summarizes the results of the previous
major environmental site investigations GSA has conducted. (See Volume
1, Section 2.8).

Supplemental information is contained in the report entitled "Use
History and Proposed Investigation of Previously Undocumented Buildings
and Areas," and the RFI Workplan that has been approved by EPA. Each
document is posted on the SEFC website.

Developers should consult these documents in order to be fully informed
as to environmental conditions and remedial measures undertaken and
planned at the SEFC site. Set forth below is a brief history of the
known uses at the site, and other relevant background, known
contaminants, steps taken to remediate known contamination, and planned
steps for further investigation and remediation.

Background of Uses at the Site

The SEFC site consists primarily of buildings and paved surfaces used
for parking. Although the site was originally used for shipbuilding
activity at the beginning of the 19th century, most all of the buildings
that have occupied the site throughout its history were constructed
originally as weapons production factories and workshops. Through 1962,
the site was used primarily for ordnance production and manufacturing.
After it was transferred to GSA in 1963, the SEFC has housed a variety
of government activities, including administrative offices, warehouse,
and storage space, laboratories, and light industrial uses. Many of the
previously existing buildings underwent environmental abatement (where
required) and were demolished. Eight buildings remain at the site. More
detailed information on the background of the site is found in Section
2.1 of the Current Conditions Report.

Significant Enforcement Action and Litigation Relevant to Environmental
Conditions

In March 1996, a lawsuit was filed in the US District Court for the
District of Columbia alleging that GSA was discharging polluted storm
water into the Anacostia River without appropriate permits. In April
1998, GSA signed a Consent Decree settling the lawsuit. This Consent
Decree is contained in Volume 2 of the Current Conditions Report as an
Appendix. Copies of the Consent Decree are available on request. GSA has
completed the obligations it accepted in the settlement agreement
including, but not limited to, clean out of the storm drain system,
abatement and demolition of buildings, soil remediation and replacement
of the seawall.

The SEFC site is subject to a RCRA Order, effective August 2, 1999.
Pursuant to the RCRA Order, GSA has submitted and EPA has approved the
(a) Current Conditions Report and (b) the RFI Workplan that is designed
to determine the presence, magnitude, extent, direction, and rate of
movement of any hazardous wastes and/or hazardous constituents that are
present or have been released from the SEFC site. The RCRA Order and the
RFI Workplan are posted on the SEFC website, and developers should
consult these documents for specific information about environmental
conditions at the SEFC site.

Additional enforcement, regulatory inspections and permitting actions
are described in Volume 1 of 3 of the Current Conditions Report at
Section 2.7.

Known Contaminants, Steps Taken to Test and Remediate to Date, and Steps
Being Taken to Further Investigate and Remediate Remaining Contamination

Section 3 of Volume 1 of the Current Conditions Report presents the
known nature, location, and extent of building (Section 3.2), soil
(Section 3.3), ground water (Section 3.4), and near-shore river sediment
contamination (Section 3.5) at the SEFC site, as well as describing the
steps that have been taken or are being taken to investigate and
remediate the known contamination. Data are also included with respect
to environmental sampling of archaeological pits (Section 3.6),
underground storage tanks (Section 3.7), and storm drains (Section 3.8).
Specific contaminant concentrations are identified in the referenced
sections of the Current Conditions Report; generally, contaminants in
varying concentrations that have been found on the SEFC site and
buildings in the past as a result of the testing include various metals,
volatile organic compounds, semi-volatile organic compounds, and
polychlorinated biphenyls, petroleum hydrocarbon and asbestos containing
materials.

The RFI Workplan sets forth in more detail the specific testing that GSA
is undertaking at the SEFC site.

Appendix III -- Site Overview

A. Site Access and Physical Boundaries

Access to the SEFC site is provided by a number of streets, principal
highways, bridges, and transit lines. In 1991, Washington Metropolitan
Area Transportation Authority ("WMATA") opened the Navy Yard Metrorail
station (Green Line) at the intersection of M and First Streets, SE,
immediately adjacent to the SEFC site, which connects the SEFC site area
to other parts of the District including downtown Washington, DC.

NCPC's "Extending the Legacy" Plan proposes plans to remove portions of
the Southeast/Southwest Freeway, adjacent railroad tracks, and several
bridges that have divided the area's neighborhoods for decades. Any
reconfiguration of New Jersey Avenue, M Street, and South Capitol Street
will be coordinated with the development of the SEFC site in order to
promote more effective access to the waterfront, and linkages between
the area and the District's landmarks.

B. Significant Development Trends in the Near Southeast Neighborhood
(Updated)

The SEFC site is located in the District's Near Southeast neighborhood
and is surrounded by a mix of federal and private uses. Private uses in
the neighborhood include retail, office, market-rate residential, light
industrial and low-income housing.

The map on the following page and the accompanying table outline the
significant development trends in the Near Southeast neighborhood.

Appendix IV -- GSA Plan

Appendix V- SEFC Zoning Overlay

Appendix VI -- Sample Documents

A. Historic Property Architectural Preservation Covenant

Grantee hereby covenants for itself, its successors and assigns, and
every successor-in-interest to the Property hereby conveyed, or any part
thereof, at all times to the District of Columbia State Historic
Preservation Officer (SHPO), that the Property is hereby conveyed
subject to the conditions, restrictions and limitations hereinafter set
forth, which are covenants 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 significant by the
SHPO, and views from, to, and across the Property.

2\. Grantee shall preserve and maintain the Property in accordance with
The Secretary of Interior's Standard for Rehabilitation and Guidelines
for Rehabilitating Historic Buildings. 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 significant interior features as
determined by the SHPO without the prior written permission of the SHPO,
or his duly authorized designee.

3\. Upon acquisition of the Property, Grantee shall promptly 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 construction activities in areas of the site, Grantee
shall conduct archaeological investigations in those areas.

5\. 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 recommence 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 cost 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, field work, analysis, preparation and dissemination of
reports, disposition of artifacts and other materials, consultation with
Native American or other organizations, and re-interment of human
remains.

6\. 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.

7\. 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.

8\. 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.

9\. Failure of the SHPO to exercise any right or 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.

10\. 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.

11\. The acceptance of the delivery of the Deed 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.

12\. This preservation covenant shall be binding on 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, or 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, or any part thereof.

B. Environmental Remediation Contract

I. RECITALS

A. The Property is subject to that certain Final Administrative Order on
Consent, Docket No. RCRA-III-019AM issued by the United States
Environmental Protection Agency (\"EPA\") pursuant to RCRA Section 3013
and dated August 2, 1999 (the \"RCRA Order\");

B. Under the RCRA Order, Seller/Lessor is required to develop and
implement a plan to investigate and, if requested by EPA, mitigate the
presence of hazardous wastes and/or hazardous constituents in the soil,
groundwater and other environmental media in, at, on, under and in the
vicinity of the Southeast Federal Center;

C. In accordance with the RCRA Order, Seller/Lessor submitted to EPA a
description of current conditions report with respect to Southeast
Federal Center (the \"DCC Report\");

D. EPA approved the DCC Report by letter dated November 19, 2001;

E. In accordance with the RCRA Order, Seller/Lessor submitted to EPA a
Workplan for a RCRA Facility Investigation (\"RFI\") for Southeast
Federal Center (the \"RFI Workplan\"), in order to investigate the
presence of hazardous wastes and/or hazardous constituents in the soil,
groundwater and other environmental media in, at, on, under and in the
vicinity of the Southeast Federal Center;

F. EPA approved the RFI Workplan by letter dated November 19, 2001; and

G. Purchaser/Tenant and Seller/Lessor desire that the Purchaser/Tenant,
acting solely as agent for Seller/Lessor, design, implement and/or
operate and maintain certain corrective actions and remediation measures
for the Property in accordance with this Agreement. Henceforth,
Purchaser/Tenant is also referred to as "Agent".

II\. DEFINITIONS.

A. "Remediation" shall mean corrective actions, response actions,
remedial actions, and any other actions (i) consistent with
Purchaser's/Tenant's performance obligations under the Development
Agreement and the intended uses of the Property as developed in
accordance with the Development Agreement and (ii) required by the RCRA
Order and by any other order or requirement imposed by EPA, if any, on
Seller/Lessor under RCRA or CERCLA, in each case, with respect to the
Property, including any such actions that may be in excess of the
requirements of clause (i) above.

B. "Remediation Plan" shall mean work plan(s) for the design,
construction, implementation, operation and maintenance of the
Remediation.

C. Except, as specifically set forth herein, all other capitalized terms
of this Agreement shall have the meanings ascribed to them in the
Conveyance Agreement.

III\. SCOPE OF WORK

A. General. The Parties acknowledge and agree that Seller/Lessor is
responsible for implementing the Remediation. Agent agrees to assist
Seller/Lessor, solely in the capacity as Seller\'s agent, in the
performance of certain of Seller's/Lessor's obligations with respect to
the Remediation, as specified in Section C below. Seller/Lessor agrees
to provide reasonable cooperation to Agent in connection with Agent's
performance of Agent's obligations under this Agreement, as set forth in
Section B below.

B. Obligations of Seller/Lessor

Seller shall:

1\. implement, operate and/or maintain the Remediation;

2\. comply with Environmental Laws in implementing the Remediation;

3\. use commercially reasonable efforts to obtain such modifications to
the Remediation as are necessary for Agent\'s performance of its
obligations under Section III.C. hereunder;

4\. use commercially reasonable efforts to obtain EPA approval of the
Remediation on a fast track basis (whether through interim measures or
otherwise);

5\. use commercially reasonable efforts to obtain prompt EPA (a) review
of the Remediation and any other documents required to be reviewed and
approved by EPA, and (b) inspection of the Property to confirm that
Seller/Lessor has implemented the Remediation;

6\. provide Agent with such documentation and access to records as Agent
reasonably requires in order to perform hereunder, including copies of
all correspondence between Seller/Lessor and EPA regarding the subject
of this Agreement; and

7\. except to the extent resulting from Agent's negligence, willful
misconduct or breach of its obligations hereunder, be responsible as
between Seller/Lessor and Agent (to the extent permitted by law) for any
and all fines, penalties and other costs incurred either by
Seller/Lessor, or by Agent acting as Seller's/Lessor's agent, pursuant
to either the RCRA Order or any obligation under Section III.B, above.

C. Obligations of Agent

Agent, solely in its capacity as agent to Seller/Lessor, and to assist
Seller/Lessor in fulfilling the obligations set forth in Section III.B
above, shall:

1\. as specifically requested by Seller/Lessor, cooperate and provide
assistance to Seller/Lessor with regard to Seller's/Lessor's obligations
under Section III.B above, which assistance may include (but shall not
be limited to) the following actions:

a\. responding to EPA inquiries regarding the Remediation;

b\. plan, supervise, coordinate and competitively contract with
qualified entities, subject to Seller's/Lessor's approval (which
approval shall not be unreasonably withheld), for the preparation of
Remediation Plan(s);

c\. prepare and provide to Seller/Lessor draft Remediation Plan(s), in
form and substance and prepared in a manner acceptable to Seller/Lessor,
that are full, complete and ready for submittal by Seller/Lessor to EPA;
provided, that Agent and Seller/Lessor may agree on such interim reviews
and/or submittals of the draft Remediation Plans as they deem necessary
and appropriate to Agent's timely and expeditious implementation of the
Remediation Plan(s);

d\. within 30 days following Agent's receipt from Seller/Lessor of
Seller's/Lessor's comments (if any) on the draft Remediation Plan(s) or
such longer time period as Agent reasonably requests and Seller/Lessor
approves in writing (such approval not to be unreasonably withheld), and
prior to Seller's/Lessor's transmittal of the Remediation Plan(s) to
EPA, incorporate or otherwise address and respond to such comments;

e\. within 30 days following Agent's receipt from Seller/Lessor of EPA's
comments (if any) on the draft Remediation Plan(s) or such longer time
period as Agent reasonably requests and Seller/Lessor approves in
writing (such approval not to be unreasonably withheld), incorporate or
otherwise address and respond to such comments;

f\. following receipt from Seller/Lessor of EPA's approval of the
Remediation Plan(s), plan, supervise, coordinate and competitively
contract with a qualified entity(ies), in a manner acceptable to
Seller/Lessor and subject to Seller's/Lessor's approval (which approval
shall not be unreasonably withheld), for implementation of the
Remediation Plan(s);

g\. prepare and transmit to Seller/Lessor periodic reports regarding
implementation of the Remediation Plan; and

h\. following implementation of the Remediation Plan(s), prepare and
transmit to Seller/Lessor a final completion report(s) and/or
certification(s) and such other documentation as required by EPA;

2\. provide Seller/Lessor with such documentation and access to records
as Seller/Lessor reasonably requires in order to comply with its
obligations to complete the Remediation; and

3\. defend, indemnify and hold Seller/Lessor harmless for any and all
fines, penalties and other costs associated with remediation, but only
to the extent such costs result from Agent's negligence, willful
misconduct or breach of its obligations hereunder.

IV\. COMPLETION.

A. Upon completion by Agent of the Remediation, Agent shall provide
Seller/Lessor with written notice of such completion (the "Completion
Notice").

B. Upon receipt of the Completion Notice from Agent, Seller/Lessor shall
promptly determine whether the Remediation has been completed. If
Seller/Lessor so determines, then Seller/Lessor shall promptly provide
written notice of its determination to Agent ("Approval Notice") and
shall promptly deliver to EPA a written request that EPA inspect the
Property to assess whether the Remediation has been completed. If
Seller/Lessor determines that the Remediation has not been completed,
Seller/Lessor shall promptly notify Agent of its determination in
writing, along with a list of the deficiencies (the "Deficiency
Notice"), and Agent shall diligently correct the deficiencies and
provide Seller/Lessor with a subsequent Completion Notice(s). If
Seller/Lessor has not issued an Approval Notice or a Deficiency Notice
within sixty (60) days of receipt of the Completion Notice from Agent,
Seller/Lessor shall be deemed to have issued an Approval Notice, and
Seller/Lessor shall promptly deliver to EPA a written request that EPA
inspect the Property to assess whether the Remediation has been
completed.

C. Agent shall have satisfied its obligations hereunder upon receipt by
Seller/Lessor of written notice from EPA that the Remediation has been
performed in accordance with applicable Environmental Laws to the extent
required by EPA under RCRA and CERCLA. Seller/Lessor shall deliver such
written notice to Agent promptly after receipt of notice from EPA.

V. SECURITY.

Agent, including Agent's subcontractors and agents, shall comply with
such security measures as Seller/Lessor, in its sole and absolute
discretion, imposes with respect to access to the Property and
performance of work therein.

VI\. FEE AND PAYMENT.

A. For the work performed hereunder, Seller/Lessor shall (i) pay to
Agent fees based on the rate schedule set forth on Schedule 1 hereto
(\"Agent\'s Fee\") and (ii) reimburse Agent for all out-of-pocket costs
(\"Costs\") it incurs in performing the work required to be performed
hereunder including, by way of example only, the costs of contractors,
site security, insurance, site offices, site personnel, permit
expediters, permits, environmental engineers, safety inspectors and
other third party consultants. Seller/Lessor shall pay Agent the
Agent\'s Fee and reimburse to Agent the Costs in accordance with
Sections VI.A and B below. Notwithstanding anything to the contrary
herein, Agent\'s Fee shall not exceed five percent (5%) of the Costs
(the "Fee Cap").

B. Agent's Fee and Costs shall be disbursed to Agent in accordance with
F.A.R. 52.232-27 (Prompt Payment for Construction Contracts) on a
monthly basis, in arrears, upon Seller's/Lessor's receipt of invoices
submitted by Agent together with such supporting documentation as
Seller/Lessor may reasonably require. Any charges for fees relating to
work completed by the in-house professional staff of Agent or its
affiliates, shall (i) be charged in accordance with the rate schedule
attached as Schedule 1 to this Agreement, (ii) include a detailed
description of the work completed, the date it was completed and the
total time spent on each task, by each person, on each day, and (iii) be
certified as true and accurate by Agent at the time of requisition using
the form of certificate attached as Schedule 2 to this Agreement. Prior
to approving each requisition for payment, Seller/Lessor shall have the
right to inspect the work described in the requisition and any files of
Agent, or its affiliates, relating to the completion of the Remediation
and the work described in the requisition; provided, however, that any
such inspection shall not constitute an assurance by Seller/Lessor that
any work completed by Agent is in accordance with the approved
Remediation Plan(s).

C. Provided such requisition and supporting documentation are received
by Seller/Lessor no later than the fifteenth (15th) day of a calendar
month, Seller/Lessor shall pay the amount of such requisition (but with
respect to the Agent's Fees only up to the amount of the Fee Cap) by the
fifteenth (15th) day of the immediately-succeeding calendar month. On a
progressive basis, with each request for a disbursement, Agent shall
obtain and deliver to Seller/Lessor progressive lien waivers with
respect to all work previously performed at the Property from the all
contractors and subcontractors employed by Agent. Disbursement of the
final installment of the Agent\'s Fee shall be conditioned upon (i)
Seller\'s/Lessor's inspection of the Property and (ii)
Seller\'s/Lessor's receipt of written notice from EPA as provided for in
Section IV.C. Upon completion of the Remediation, simultaneously with
disbursement of the final installment of the Costs that is to be paid to
Agent, Agent shall obtain and deliver to Seller/Lessor final
unconditional lien waivers with respect to all work performed at the
Property from any contractors or subcontractors who performed work for
the Remediation. Should any mechanic or materialmen\'s lien be filed
against the Property with respect to the Remediation, Agent shall bond
or pay off such lien within ten (10) days of such lien being filed.

D. Notwithstanding anything to the contrary herein, in the event that
the Remediation Plan contemplates the implementation, operation and/or
maintenance of any remedial measures in connection with the Property
which shall continue after completion of the implementation of the
Remediation Plan (by way of example only, pumping and treating the
groundwater), the Seller/Lessor shall remain responsible for all costs
associated with such continuing remediation measures. Seller/Lessor
shall reimburse Agent for such costs in the same manner provided for in
Paragraph VI.C. This Section VI and Sections III.B.7 and III.C.3 shall
survive the expiration or earlier termination of this Agreement.

VII\. MISCELLANEOUS.

A. All notices required to be given herein, shall be in writing and
delivered (and deemed received) in accordance with the provisions of the
Conveyance Agreement.

VIII\. CLAUSES INCORPORATED BY REFERENCE

1\. The Federal Acquisition Regulation (\"F.A.R.\") and General Services
Administration Acquisition Regulation (\"G.S.A.R.\") clauses set forth
below are incorporated herein by reference, with the same force and
effect as if they were set out in full text.

2\. In the event of any conflict between the provisions of any of the
clauses listed below and any provision of this Agreement or the
Conveyance Agreement, the terms of this Agreement or the Conveyance
Agreement shall control.

3\. References in the clauses listed below to "this Contract" shall
refer to the work described in this Agreement, and reference to
"Contractor" shall refer to Agent.

4\. F.A.R. clauses incorporated herein by reference are:

F.A.R. 52.202-1 Definitions

F.A.R. 52.203-3 Gratuities

F.A.R. 52.203-5 Covenant Against Contingent Fees

F.A.R. 52.203-6 Restrictions on Subcontractor Sales to The Government

F.A.R. 52.203-7 Anti-Kickback Procedures

F.A.R. 52.203-8 Cancellation, Recission and Recovery of Funds for
Illegal

or Improper Activity

F.A.R. 52.203-10 Price or Fee Adjustments for Illegal or Improper
Activity

F.A.R. 52.203-11 Certification and Disclosure Regarding Payments to
Influence Certain Federal Officials

F.A.R. 52.203-12 Limitation on Payments to Influence Certain Federal
Transactions

F.A.R. 52.204-4 Printed or Copied Double-Sided on Recycled Paper

F.A.R. 52.209-6 Protecting the Government\'s Interests when
Subcontracting with Contractors Debarred, Suspended, or Proposed for
Debarment

F.A.R. 52.211-13 Time Extensions

F.A.R. 52.215-2 Audit and Records - Negotiation

F.A.R. 52.215-10 Price Reduction for Defective Cost or Pricing Data

F.A.R. 52.215-13 Subcontractor Cost or Pricing Data

F.A.R. 52.215-15 Pension Adjustments and Asset Reversions

F.A.R. 52.215-18 Reversion or Adjustment of Plans for Postretirement
Benefits (PRB) Other Than Pensions

F.A.R. 52.215-19 Notification of Ownership Changes

F.A.R. 52.219-8 Utilization of Small Business Concerns

F.A.R. 52.219-9 Small Business Subcontracting Plan

F.A.R. 52.222-1 Notice to the Government of Labor Disputes

F.A.R. 52.222-3 Convict Labor

F.A.R. 52.222-4 Contract Work Hours and Safety Standards Act - Overtime

Compensation

F.A.R. 52.222-6 Davis-Bacon Act

F.A.R. 52.222-7 Withholding of Funds

F.A.R. 52.222-8 Payrolls and Basic Records

F.A.R. 52.222-9 Apprentices and Trainees

F.A.R. 52.222-10 Compliance with Copeland Act Requirements

F.A.R. 52.222-26 Equal Opportunity

F.A.R. 52.222-21 Prohibition of Segregated Facilities

F.A.R. 52.222-27 Affirmative Action Compliance Requirements for
Construction

F.A.R. 52.222-35 Affirmative Action for Disabled Vietnam Veterans and
Veterans of the Vietnam Era

F.A.R. 52.222-36 Affirmative Action for Workers with Disabilities

F.A.R. 52.222-37 Employment Reports on Disabled Veterans and Veterans of
the Vietnam Era

F.A.R. 52.223-5 Pollution Prevention and Right-to-Know Information

F.A.R. 52.223-6 Drug Free Workplace

F.A.R. 52.225-13 Restrictions on Certain Foreign Purchases

F.A.R. 52.227-4 Patent Indemnity - Construction Contracts

F.A.R. 52.232-17 Interest

F.A.R. 52.233-2 Protests After Award (Alt I)

a\. G.S.A.R. clauses incorporated herein by reference are:

G.S.A.R. 552.203-71 Restrictions on Advertising

G.S.A.R. 552.215-70 Examination of Records by GSA

G.S.A.R. 552.228-70 Workers\' Compensation Laws

G.S.A.R. 552.236-70 Definitions

G.S.A.R. 552.236-71 Authorities and Limitations

G.S.A.R. 552.236-74 Working Hours

G.S.A.R. 552.236-82 Subcontracts

G.S.A.R. 552.246-72 Final Inspection and Tests