REQUEST FOR PROPOSAL (Updated 6/30/16): 770 AND 950 MAINE AVENUE, SW PROPERTY MANAGEMENT Responses due by: Friday, July 8, 2016

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1 REQUEST FOR PROPOSAL (Updated 6/30/16): 770 AND 950 MAINE AVENUE, SW PROPERTY MANAGEMENT Responses due by: Friday, July 8, 2016 Wharf Phase 1 Apartment REIT Leaseholder A and B, LLC are issuing a request for proposal for leasing and property management services at 770 and 950 Maine Avenue SW, part of The Wharf development. The Wharf is a $2 billion, world-class, mixed-use mixed-income waterfront community in the District of Columbia s Southwest Waterfront. 770 and 950 Maine Avenue are both 12 story Class-A mixed-income rental buildings which will begin move-ins in July 2017 and are scheduled to be completed in October Details of each building are listed below. These buildings are intended to be managed together by the same property management firm with shared staffing. A separate third party management company will be used to manage the retail space in both buildings. 770 Maine Avenue shares a condominium component within the building that will be separately managed and 950 Maine Avenue shares a theater venue that will also be separately managed. The apartment building manager will be required to interface with these adjacent 3rd party property management entities as well as participate in the larger Wharf Project Association which includes representatives from the other adjacent uses and management groups for the office, hotel, garage, and horizontal components of the project. The Wharf has a diverse and well balanced distribution of Affordable and Workforce Housing throughout both 770 and 950 Maine Avenue. The Affordable and Workforce Housing Units encompass all unit types and are evenly distributed with the market rate units in both buildings. The property management firm that is chosen for 770 and 950 Maine Avenue will possess extensive experience in mixed-income apartment leasing and management. Building Information 950 Maine Avenue (Parcel 2): Total building size: 603,003 SF o Apartment: 411,734 SF o Retail (managed by others): 49,996 SF o Theater (managed by others): 139,863 SF Number of stories: 12 + penthouse o 1 st floor apartment lobby and retail o 2 nd floor 5 th floor units and retail o 6 th floor 7 th floor units and amenity space o 8 th floor 12 th floor units o Penthouse amenity and mechanical space Number of units: 501 units (348 market rate, 153 affordable/workforce-- for further breakdown please see Appendix A) o 171 studios (average size 350 SF) o 218 one bedrooms (average size 663 SF) o 112 two bedrooms (average size 1,001 SF) LEED Certification: designed to LEED-NC Silver General Building Systems/Cost Allocations

2 o Apartment property management firm will provide leadership on any building engineering/maintenance for shared systems o Central plant yes, shared between theater, apartment, and retail o Trash billing apartment property management firm will coordinate usage and billing for shared trash facilities o Submetering/utilities apartment property management firm will allocate costs/provide billing for shared systems to apartment tenants Amenities (11,560 SF interior, 35,230 SF exterior) known as Wharf Club 1 : o Lobby lounge o Library o Multi-floor fitness center o Party room with communal kitchen o Outdoor terrace with grassy area, wet bar and grills o Outdoor swimming pool with cabanas o Dog run o Community rooftop garden o Bocce courts o Penthouse indoor amenity space and outdoor roof deck Garage o Vehicular Parking 188 dedicated parking spaces o Secured Bicycle Parking o Tenant Storage (also located on the 5 th floor) Building Information 770 Maine Avenue (Parcel 4a): Total building size (including condo portion under separate management): 381,672 SF o Apartment: 120,567 SF o Retail (managed by others): 63,858 SF o Condominium: 197,157 SF (managed by others) Number of stories: 12 o 1 st and 2 nd floors apartment lobby and retail o 3 rd floor units and amenity space o 4 th floor 10 th floor units o 11 th floor 12 th Condominium units, no rental apartments Number of apartment units: 150 units (103 market rate, 47 affordable/workforce for further breakdown please see Appendix A) o 30 studios (average size 445 SF) o 81 one bedrooms (average size 613 SF) o 39 two bedrooms (average size 883 SF) LEED Certification: designed to LEED-NC Silver General Building Systems/Cost Allocations 1 Limited access to the Wharf Club will be available to residents of 770 Maine Avenue and tenants of 800 Maine Avenue (adjacent office building). Outdoor pool area and rooftop penthouse at 950 Maine Avenue will only allow catering from retail restaurant tenant at 950 Maine Avenue apartment property management firm will be responsible for coordination between retail restaurant tenant and users of the amenity space, along with organizing 3 rd party rentals of the spaces.

3 o Apartment property management firm will provide leadership on any building engineering/maintenance for shared systems o Central plant yes, shared between condos, apartment, and retail o Trash billing apartment property management firm will coordinate usage and billing for shared trash facilities o Submetering/utilities apartment property management firm will allocate costs/provide billing for shared systems to apartment tenants Amenities (818 SF interior, 2,400 SF exterior): o Communal kitchen and TV lounge o Landscaped outdoor terrace with communal grills, fire-pit and seating areas o Tenant Storage Garage o Vehicular Parking 60 dedicated parking spaces o Secured Bicycle Parking o Tenant Storage Your proposal should include the following information: Property Management Firm Requirements: To apply your company must meet the following requirements please show compliance in your proposal: o Currently managing at least five multi-family buildings in Washington, D.C. market, each with a minimum of 100 units o Proven experience managing multi-family mixed-income apartment buildings with at least a 20% affordable component, with a preference for experience in Washington, D.C. provide a list of properties (along with income range and percentage of affordable units for each building) that meet this requirement that are currently under your firm s management General Information Provide the following company information: o Company ownership structure o Number of employees o Company principals and key employees o List of current multi-family properties managed by your company in Washington, D.C. o DC Certified Business Entity number (if applicable) Relevant Experience o Provide at least three (3) multi-family ownership references in the Washington, D.C. market which can address your firm s capabilities in multi-family mixed-income management o Identify any Washington, D.C. area multi-family assignments from which your firm has been terminated in the last 24 months and the reason(s) for termination Staffing Requirements Identify all proposed personnel to be directly involved with the leasing, management, and engineering of 770 and 950 Maine Avenue including the following for each staff member: o Name and title o Years of experience and tenure with your firm

4 o Experience in managing mixed-income rental buildings. Identify the range of incomes included in such buildings and percentage of affordable units. o Salary and burden rate (if allocable to the subject property) o Percentage of time each such person shall dedicate to each of the subject properties o To the extent that a proposed staff member is to be partially allocated to the subject properties, detail the name(s), location(s), owner(s), and leasing status of other properties to which the staff member will be partially allocated o Current and proposed job description for each such staff member, as well as a resume for each o Proposed role at 770 and/or 950 Maine Avenue Provide an organizational chart for your firm s property management and building engineering functions available in the D.C. submarket Provide a list of the internal and external resources available to the property management team for technical issues related to building operations Provide information about any special staff that will be assigned to the building to assure that the mixed-income nature of the tenancy is successful and to address any particular issues that may arise in this regard. Provide proposal on compensation, including personnel and other reimbursements as well as proposed incentive based compensation, if any. UPDATE: Please provide a cost to review, punch and accept units from the general contractor. Ownership will provide standards and participate in limited walks. Unit count per week is TBD as project progresses your cost estimate should including staffing and units/week assumptions. Property Management Requirements Describe your leasing and property management process as they relate to the following service programs: o Affordable and Workforce housing leasing and management documentation, including interface with appropriate governmental agencies, ensuring that procedures contained in the Affordable Housing Covenant and Land Disposition Agreement that exist between the District Government and Wharf Phase 1 Apartment REIT Leaseholder A and B, LLC are followed and documented correctly including: Rental rates for all unit sizes and affordability levels Affordable/Workforce unit marketing plan Consideration of applicants through lottery or other approved system and determination of eligibility of applicants Annual recertification of eligible applicants Ensuring no subleasing of Affordable/Workforce units o Overall strategy for operating a mixed-income rental building o Building marketing and branding o Market Rate leasing strategy and staffing o Accounting services including: Tracking financial performance of the property Budgeting Operating expense reconciliation Forecasting o Tracking energy performance of the property and benchmarking required by D.C. law

5 o Building systems and operations o Preventative and recurring maintenance o Resident services satisfaction surveys, retention, events, programming, and any particular services and/or personnel geared specifically to the affordable units, etc. o Non-financial reporting and formal client communications o CBE performance reporting o Property appearance o Amenity space programing and maintenance with focus on integration of 3 rd Parties within the Wharf Club o Mail and package delivery management o Parking and storage management o Pet management and policies o Revenue management and net income optimization o Rent and fee management, billing, and collection o Overall procurement, contract bidding, work order system and evaluation of existing vendor performance o Capital improvements o Local law compliance o Security and risk management processes (e.g. access control, fire/life safety and emergency procedures, internal audit, etc.) o Preferred service vendors or contractors Provide a timetable for implementation of your management and leasing program at the site Name any affiliated third party service providers affiliated with your firm (i.e. landscaping, security, cleaning, etc.) Management plan for programming and daily maintenance of Wharf Club amenity space in 950 Maine Avenue Insurance Requirements Commercial General Liability (must add Owner as $1,000,000 (occurrence basis) additional insured under this policy) General Aggregate $2,000,000 Products & Completed Operations Coverage $1,000,000 Automobile Liability $1,000,000 Excess Liability $3,000,000 Worker s Compensation Statutory Employer s Liability $1,000,000 Professional Errors and Omissions $1,000,000 Pricing Identify your proposed leasing and management fee structure Provide a proforma ramp-up and stabilized operating statement with proposed budgets for controllable expenses. Identify all pass through expenses, mark-up and fees to be borne by the owner (please fill out the summary chart in Appendix B to go along with your proforma) Please identify any other service or activity not included in the general pricing, for example, certain technology costs, postage, handling, supplies, servicing commissions, etc. Please be specific.

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7 Proposal Submission Deadline: 12:00 PM on Friday, July 8th, 2015 The Wharf is committed to 35% of The Wharf project budget, adjusted, to DC Certified Businesses. In this regard, please indicate whether your firm is a CBE and, if so, please provide your certification number. If your firm is submitting a proposal as part of a joint venture between a CBE and non-cbe firm and/or if your firm is non-cbe and plans to subcontract a portion of the work to a CBE, please separate the CBE proposal fee from the non-cbe proposal fee and provide the CBE number for the CBE firm. This RFP will not obligate Wharf Phase 1 Apartment REIT Leaseholder A and B, LLC to award a contract to a bidder, nor shall Wharf Phase 1 Apartment REIT Leaseholder A and B, LLC reimburse costs for any effort expended by the bidder to respond to this RFP. Wharf Phase 1 Apartment REIT Leaseholder A and B, LLC will choose the property management firm with the best value proposition, including cost and relevant experience. Should you have any questions, please contact Laura Schonfeld at lschonfeld@wharfdc.com. Questions must be submitted in writing by 12 pm on Wednesday, June 22, 2016 to Ms. Schonfeld and a bidders conference call to address all questions will take place on Monday, June 27, 2016 from 2-4 pm. Please register with Ms. Schonfeld if you wish to be part of the bidders conference call. Additional phone calls regarding this proposal will not be accepted.

8 Appendix A Unit Types by AMI Level 950 Maine Avenue Unit type Quantity of units at each AMI level 30% 60% 100% 120% Market Studio Bedroom Bedroom Maine Avenue Unit type Quantity of units at each AMI level PARCEL 4 30% 60% 100% 120% Market Studio Bedroom Bedroom

9 Appendix B Proforma summary sheet please fill out and return with your full proforma, which should be formatted with the same categories Category Cost What is included in the cost? Marketing Expe nse Salary Expense Administrative Expense Management Fee Maintenance and Repair Utility Expense Provide estimate--full cost breakdown not required Insurance Provide estimate--full cost breakdown not required CAM Provide estimate--full cost breakdown not required Taxes Provide estimate--full cost breakdown not required CAM is expected to cost $0.25/SF and covers all landscaping, snow removal and other maintenance expenses on the ground floor outside of the buildings exterior walls