Cushman & Wakefield – Nelson Mullins RFP Response

Real Estate Portfolio Management & Advisory Services

Prepared for: Nelson Mullins Riley & Scarborough, LLP

February 22, 2019

I.

EXECUTIVE SUMMARY

4

II.

GENERAL

6

III.

PORTFOLIO MANAGEMENT/ LEASE ADMINISTRATION

22

IV.

TENANT REPRESENTATION

28

V. BUSINESS STRATEGY/CONSULTATION

36

VI.

PROJECT MANAGEMENT

40

VII.

OTHER

44

VIII.

APPENDIX A. TEAM BIOGRAPHIES

50

APPENDIX B. LAW FIRM TEST CASES

56

APPENDIX C. LAW FIRM BENCHMARKING

64

APPENDIX D. SAMPLE OCCUPANCY COST

66

& EFFICIENCY MATRIX

APPENDIX E. SAMPLE FIVE-YEAR

68

STRATEGIC CAPITAL PLAN

APPENDIX F. SAMPLE LAW FIRM

72

FINANCIAL ANALYSIS

APPENDIX G. SAMPLE ANNUAL RENT

74

BENCHMARKING TABLE OF CONTENTS PREPARED BY

JOHN CHRISTENBURY MANAGING DIRECTOR

SHERRY CUSHMAN EXECUTIVE MANAGING DIRECTOR

KEITH BELL MANAGING DIRECTOR

ZACH MCLAREN DIRECTOR

EXECUTIVE

In today’s competitive legal sector marketplace, top-ranked Am Law 100 Firms, like Nelson Mullins Riley & Scarborough LLP (“NMRS” or “the Firm”), are more closely evaluating the cost, size, efficiency, and location of their real estate portfolio. The need to improve profits and control operating expenses, while increasing the firm’s competitive stance is more challenging today than ever before. These pressures have prompted many firms to look for more innovative ways to improve operational efficiencies, right-size portfolios, and minimize short and long-term real estate costs. In order to fully leverage this potential opportunity, a law firm must have the right strategic partner.

We believe Cushman & Wakefield (“C&W”) is that partner.

EXECUTIVE SUMMARY

NMRS’ real estate portfolio is more than just bricks and mortar. It is the Firm’s brand, its culture, and plays a huge role in recruitment and retention of legal talent, client services, technology, and employee morale--all impacting the Firm’s competitive stance in the legal sector. Firms around the globe are enhancing operating efficiencies by implementing a comprehensive “One Firm” office facilities plan, resulting in significant cost savings while also improving overall operations. The legal sector is undergoing massive changes as firms currently face revenue-compression, recruitment and retention challenges, and constant technological advances – and these challenges are anticipated to continue over the next ten years. C&W will guide NMRS through a systematic and tactical approach that will first identify the present circumstances related to the business and financial drivers of each office location in NMRS’ portfolio and will then prepare, update, and implement a firm-wide action plan at the local level. With C&W’s extensive legal sector expertise and proven track record of success, we are uniquely qualified to undertake the exclusive role as NMRS’ trusted real estate partner and provide a greatly expanded scope of best-in-class services across the Firm’s real estate portfolio. The Core Team, led by John Christenbury and Sherry Cushman, will bring a strategic and methodical approach to your portfolio. As outlined herein, the Core Team will work closely with NMRS to develop a strategic approach to its real estate portfolio and will manage and be fully accountable at all stages associated with its execution. The Core Team will never hand off a project to a local team. We view ourselves as more than just brokers executing a transaction—we are a true partner and extension of NMRS. With more than half of the NMRS’ leases expiring in the next five years, the Firm has a unique opportunity to strategically reposition and re-think its real estate portfolio in ways that both maximize its profitability and better support its short and long-term strategic goals and objectives. In addition, we believe that the strength of today’s real estate market in the primary cities where NMRS is located presents a unique opportunity to achieve creative and cost-saving real estate transactions “outside” of the normal lease cycles.

In addition, as NMRS’ trusted advisor, the Core Team will provide access to unrivalled legal sector thought leadership and partner consensus building, negotiating expertise, and superior local market intelligence--ammunition that is unmatched within the legal sector. All members of the NMRS team are seasoned real estate tenant representation advisors with legal sector expertise. Guided by NMRS’ Business, Financial and Operational goals and objectives – so vital to any successful real estate portfolio strategy – the Core Team will deploy a platform of services that includes lease management, visioning, associate and attorney feedback, strategic planning, market research, financial consulting, and project management. After organizing the portfolio, the Core Team will work closely with NMRS to develop a national consensus- based strategy for evaluating and securing smart, flexible and cost-effective solutions for each of the Firm’s twenty-five (25) national offices as well as any future expansion offices. We will then implement this strategy with the support of our “on-the-ground” Legal Sector Advisory Group (“LSAG”) local market professionals. The Core Team will guide NMRS throughout the entire process which will ultimately reduce the Firm’s short and long-term occupancy costs and place the Firm in a vastly improved position to compete effectively with its peers, while at the same time promoting improved and streamlined client services, fostering technology and overall efficiency, increasing attorney collaboration, bolstering recruiting and retention efforts, and securing long-term space flexibility that easily adapts to the evolving needs of law firms. This forward-looking comprehensive approach will enable NMRS to be strategic and proactive, thereby minimizing the extent to which both lease expiration dates and forces outside of the Firm’s control dictate its real estate decisions. We appreciate and are excited about the opportunity to present C&W’s legal sector S&H

advisory qualifications and the benefits they will provide to the Firm. We look forward to discussing our qualifications further, and to expand this important relationship with NMRS by becoming far more than just the Firm’s preferred real estate provider.

Nelson Mullins

Legal Sector Advisory Group | ADVISING FOR EXCELLENCE 5

GENERAL

GENERAL

1. Provide a brief overview of your firm. As one of the largest commercial real estate services firms in the world, C&W is a 101-year-old leading global real estate services firm that delivers exceptional value by putting ideas into action for real estate occupiers and owners. In 2017, the firm had revenue of $6.9 billion across core services of tenant representation, leasing, property, facilities and project management, capital markets, valuation, and other services. In September of 2018, C&W became publicly listed on the New York Stock Exchange under the ticker CWK, and is currently over 50% owned by a group of principal shareholders that include TPG, OTPP, and PAG. Essentially, we are a 101-year-old, $7 billion start-up, perfectly positioned to take advantage of an ever-changing world on behalf of our clients. Our company’s mission is centered around designing best-in-class solutions for our clients. We listen, strategize, and deploy our extensive platform of services, enhanced by leveraging our Specialty Advisory Groups, to custom design and implement real estate solutions.

Our Legal Sector Advisory Group is one of our strongest specialty advisory groups - having been ranked #1 by the National Law Journal for the past five years in Tenant Representation , a true testament to our success in representing law firms throughout the U.S. and around the world. C&W’s Legal Sector Advisory Group, led by co-team leader

Sherry Cushman, is composed of over 350 real estate advisors, including all members of the Core Team and Market Champions (discussed in further detail below), from across the globe that specialize in creating and

implementing real estate solutions that support law firms and related businesses. In today’s competitive marketplace, firms are challenged to maintain profit margins while keeping work environments efficient, creative, and flexible. By bringing together real estate advisors that understand the unique characteristics of the legal sector, C&W is able to provide NMRS with creative, forward-thinking strategies to achieve the most flexible, operationally efficient, and cost-effective real estate solutions globally. The Legal Sector Advisory Group has developed several proprietary processes specifically for the legal sector, including the National Legal Sector Benchmark Survey, National Associate Survey, and a customized Vision Session. The results of the National Legal Sector Benchmark Survey and National Associate Survey provide NMRS with cutting-edge statistics, thought leadership, and insights not available anywhere else. Our exclusive Vision Session will help build consensus among key firm decision makers/attorneys to support NMRS in achieving its short- and long-term business, financial, and operational goals.

Legal Sector Advisory Group | ADVISING FOR EXCELLENCE 7

3. Who will be the primary contact? Backup?

2. How is your firm organized and where will the account representative be located? C&W’s operating model is engineered to deliver consistent, high-quality service across all markets and property types globally. With its global headquarters in Chicago, and under CEO Brett White, C&W’s leadership is organized across geographies (Americas, EMEA, and APAC) and by service line. John Christenbury and Sherry Cushman will serve as the account co-leads and will be supported by Zach McLaren and Keith Bell. John, Zach, and Keith are based out of Charlotte with extensive global real estate portfolio experience and Sherry Cushman is based out of Washington D.C. travelling the country representing numerous large law firm portfolios throughout the US. We believe that NMRS is getting the best of both worlds by receiving the “boots on the ground” support from the core team in Charlotte and the national law firm expertise that Sherry will provide to the Firm. Given the makeup of NMRS’ portfolio, we have selected expert “Market Champions”, all senior level law firm and tenant experts, to serve as the local lead, partnered with the Core Team, for each city the Firm has a location. Please see the Team organizational chart on page 13 and 14. John, Zach, and Keith will oversee all transactions from beginning to end and will apply the firm-wide strategy throughout the implementation process for all transactions. This will include but not be limited to, standardized RFP’s, customized financial analysis, building comparative metrics, and overall consistency within each transaction to streamline the process and save NMRS valuable time.

John Christenbury will serve as the main point of contact. Zach McLaren and Keith Bell will work hand in hand with John on all aspects of activities, ensuring NMRS will always have a resource who is fully up to speed and innately involved with NMRS’ portfolio activities. Between John, Sherry, Zach, and Keith, the Firm should rest assure that nothing will slip through the cracks. In addition, the add-value of C&W’s Legal Sector Advisory Group, with over 350 advisory members worldwide, will provide NMRS with the depth of local advisors, market intel and services in each of the Firm’s locations including any potential growth markets. 4. Describe the account team and their roles. C&W proposes that the NMRS Core Team will be co-led by John Christenbury and Sherry Cushman and supported by Zach McLaren and Keith Bell. As previously stated, John Christenbury will serve as the primary point of contact for all the Firm’s real estate needs nationally and will be the one who calls upon any and all appropriate resources and advisor talent within C&W to support NMRS. Sherry Cushman will serve as the chief strategist, thought leader, and law firm expert. Zach McLaren and Keith Bell will serve as transaction managers and both have extensive portfolio experience and will focus on process management and quality control for consistent transaction management execution across the portfolio. Outlined below is a brief outline of the roles and add-value of each of the Core team members.

8 Legal Sector Advisory Group | ADVISING FOR EXCELLENCE

THE CORE TEAM

JOHN CHRISTENBURY ACCOUNT CO-LEAD & SINGLE POINT OF CONTACT John Christenbury is a

SHERRY CUSHMAN ACCOUNT CO-LEAD, CHIEF STRATEGIST & LAW FIRM EXPERT Sherry Cushman is an Executive Managing Director and Leader of C&W’s Legal Sector Advisory

Managing Director in the Charlotte, NC office. His

Group. She brings over 33 years of real estate experience to the team and is a recognized national and global law firm expert, delivering extensive thought leadership, consensus-building, and legal sector portfolio experience to NMRS. She has personally represented law firms in more than 12 million square feet of real estate transactions, including build-to-suits, prime leases, lease restructures, and base building renovations. Some of her clients over her career include Morgan Lewis & Bockius, Baker & Hostetler, Greenberg Traurig, Bracewell, Clifford Chance, Dechert, Shook Hardy & Bacon, Morrison Foerster, and Vinson & Elkins, to name a few. Sherry’s portfolio experience as the co-lead or member of the national/global team worldwide include: Ballard Spahr, Kilpatrick & Stockton, Saul Ewing, Pepper Hamilton, King & Spalding, Alston & Bird, Kelley Drye, and Bracewell. She also leads transactions for DLA Piper as a preferred vendor of the firm. Throughout her career, Sherry has also worked with law firms in the evaluation of firm-wide services as it relates to keeping this firm-wide space within a firm’s headquarter location or relocating such to an alternative location. Some of the firms Sherry has assisted in this evaluation include Baker & Hostetler, Day Pitney, Marshall Dennehey, King & Spalding, Vinson & Elkins, and she is currently working with Skadden Arps on their firm-wide services location in White Plains, NY comprised of 60,000 square feet. Over the past six (6) years Sherry developed C&W’s annual National Legal Sector Benchmark Survey and National Associate Survey and will use these statistics to assist NMRS in consensus-building and overall transaction strategy development. Sherry will serve as the Account Co-Lead, Chief Strategist, and Law Firm expert for NMRS. Upon being hired by the Firm, Sherry will lead a customized Vision Session for the Firm. Through this Vision Session, Sherry will work closely with the C&W Core Team, in partnership with NMRS’ leadership, to identify the Firm’s key goals and objectives and develop a strategic real estate plan to ensure the real estate solutions support the Firm’s business and financial goals, thereby placing NMRS in the most competitive position in the long-term.

expertise is in tenant representation and he is an active member of C&W’s Legal Sector Advisory Group. During his career, John has represented tenants in over 400 real estate transactions. John’s real estate experience primarily revolves around portfolio led accounts based out of North and South Carolina. His approach is defined as “creative, yet methodical,” along with his commitment to provide the best resources to ensure client satisfaction and successful outcomes. His clients range from law firms such as Katten Muchin Rosenman and Tippens & Zurosky - to large technology-based companies such as WeWork that require unique and complex real estate transactions. John’s extensive network within C&W provides a wealth of knowledge of the C&W Platform that enables his clients to maximize C&Ws numerous resources. He will be NMRS’ Account Co-Lead and Primary Point of Contact and will captain all of C&W’s platform of services as well as the overall team and Market Champions. John will partner with Sherry in co-leading all specialized services to organize and build a strategic real estate plan for NMRS’ portfolio.

Legal Sector Advisory Group | ADVISING FOR EXCELLENCE 9

THE CORE TEAM

ZACH MCLAREN TRANSACTION MANAGEMENT & MULTI-MARKET OCCUPIER EXPERT

KEITH BELL TRANSACTION MANAGEMENT & LAW FIRM EXPERT Keith Bell is a Managing Director in the Charlotte, NC office with an expertise on tenant representation

Zach McLaren is a Director who specializes in tenant representation and

advisory real estate services for the occupiers of space. Zach provides process management and quality control, aligning his client’s physical real estate needs with their business plans. He is known for his commitment to provide the best resources to ensure client satisfaction and successful outcomes. His clientele includes Smith Terry and Johnson PLLC, James Scott Farrin Law, AECOM, Charter Communications, RBC Wealth Management, Fidelity Investments, Deloitte, and Staples. His expertise in a wide array of industries will provide add-value to the Firm on the workplace, technology and overall operations of an organization. Zach’s experience in extensive lease renewals, relocations, and restructures for both publicly traded and privately held firms will enhance the team with everything from strategic portfolio analysis to site selection, acquisitions/dispositions, comprehensive cost analysis comparisons, and lease negotiations. He is dedicated to delivering best-in-class real estate solutions for NMRS and has personally transacted real estate deals in nine (9) of the locations that NMRS currently maintains an office.

services. With fourteen (14) years of occupier service portfolio consulting, Keith has assisted many companies throughout the country with their real estate needs. During his career he has been involved with over 700 tenant representation transactions, representing numerous business sectors and has also worked with numerous legal sector clients including King & Spalding, Dechert, Katten Muchin, Kilpatrick Townsend, Culp Elliott & Carpenter, Garfinkel Immigration Law, Martineau King, Orsbon & Fenninger, and Waple & Houck. Keith is an active member of C&W’s Legal Sector Advisory Group and participates in annual meetings and events with the specialty advisory group. Keith will work closely with the Core Team to help execute the NMRS’ key goals and objectives once the strategic real estate plan is set into place. Keith and Zach will focus on process management and quality control for consistent transaction management execution across the portfolio.

Please see the full resumes for each of the Core Team members in Appendix A “Team Biographies” for more detail.

10 Legal Sector Advisory Group | ADVISING FOR EXCELLENCE

MARKET CHAMPIONS

ARLENE SOMMER LOS ANGELES Arlene Sommer is an Executive Vice President in C&W’s Los Angeles office. During Arlene’s 40+ year brokerage career, she has represented millions

In addition, the Core Team will be supported by our carefully selected “Market Champions” who will serve as the local lead for each city NMRS has an office. The selection of these Market Champions was based upon several factors, including legal sector experience, seniority, prior experience with law firm portfolio accounts, and are all members of our Legal Sector Advisory Group. They each have a minimum of fifteen (15) years of experience and are tenant representation advisors only. We have included the bios of a few of our Market Champions below to provide a sampling of the expertise your Firm will receive in partnership with the Core Team throughout the Firm’s portfolio. In addition, the Core Team will be supported by our carefully selected “Market Champions” who will serve as the local lead for each city NMRS has an office. The selection of these Market Champions was based upon several factors, including legal sector experience, seniority, prior experience with law firm portfolio accounts, and are all members of our Legal Sector Advisory Group. They each have a minimum of fifteen (15) years of experience and are tenant representation advisors only. We have included the bios of a few of our Market Champions below to provide a sampling of the expertise your Firm will receive in partnership with the Core Team throughout the Firm’s portfolio.

of square feet of tenant transactions, formulating effective strategic solutions to complex real estate requirements. She has also represented national and international law firms in leasing, dispositions, purchases, and other advisory work. Some of Arlene’s law firm experience includes Polsinelli, Bryan Cave (multiple transactions), and Frankfurt Kurnit. Arlene has consistently been recognized as one of the Western Region’s top performers and has been recognized as one of Southern California’s “Most Powerful Women” by Real Estate Southern California magazine. In addition to being recognized as part of Cushman & Wakefield’s Chairman’s Circle, Arlene has been recognized as one of Cushman & Wakefield’s “Top 100” in 2013, 2014, and 2015.

SAM HOLLIS ATLANTA

MARK WEISS NEW YORK CITY

Sam Hollis joined C&W in 1987, where he is an Executive Director and shareholder of the firm. Mr. Hollis has led his clients

Mark Weiss, Executive Vice Chairman at C&W, is regarded as a leading tenant representation broker in New York City representing law firms. He

through a variety of real estate assignments both in Atlanta and throughout the country, including space acquisition and disposition, land acquisition and disposition, build-to-suits, and the restructuring of leases. The hallmark of Sam’s success has been his commitment to his client relationships as a trusted advisor and to all aspects of their needs, whether large or small. Sam is a senior member of C&W’s Legal Sector Advisory Group and oversees the national portfolio for the Kilpatrick Townsend. Some of his law firm clients throughout his career include Barnes and Thornburg, Squire Patton Boggs, and Jackson Lewis in Atlanta.

has won the Real Estate Board of New York’s Most Ingenious Deal of the Year award four times (second most in the 118-year history of the Real Estate Board of New York). Mark has had the pleasure of representing Pepper Hamilton (one of C&W’s national portfolio clients), Cleary Gottlieb, Ropes & Gray, Hughes Hubbard, Kasowitz Benson, Mintz Levin, Hogan Lovells, Willkie Farr, Fross Zelnick, Osler, Duane Morris, Fitzpatrick Cella, as well as many other small and midsized firms in the New York City Market.

Legal Sector Advisory Group | ADVISING FOR EXCELLENCE 11

MALCOLM MARSHALL WASHINGTON, DC Malcolm Marshall is an Executive Managing Director and member of the executive leadership councils for both C&W’s Legal Sector Advisory

currently works on the Saul Ewing, Pepper Hamilton, and Ballard Spahr national portfolio accounts for C&W. Jeremy has extensive experience in creating complex and sophisticated cash flow analyses for a broad range of real estate transactions involving lease comparisons, lease restructures, lease vs. ownership, subleases, relocations, build-to-suits, and other projects for law firm clients.

Group and Tenant Advisory Group based in Washington, DC. Over his nearly 20-year career, Malcolm has been involved in more than 10 million square feet of office lease transactions, including relocations, renewals, and build-to-suits. Bringing together vast Washington, DC market knowledge and law firm focus, Malcolm exclusively advises on behalf of occupier clients in assessing their real estate options to demonstrate how business objectives fit into an executable and comprehensive real estate strategy. Some of Malcolm’s law firm clients include Alston & Bird, Bracewell, Cozen O’Connor, Dechert, Groom Law Group, Milbank Tweed, Morrison & Foerster, and Paul Hastings. Malcolm also leads real estate portfolio services for Kelly, Drye & Warren.

PROJECT MANAGEMENT NAN LOUDON Nan Loudon, Managing Director, will serve as the main point of contact for Project Management services for all of NMRS’

office locations. Nan has extensive law firm experience and has established her team as a leader within the legal sector. Nan has worked on 27 million square feet of law firm work throughout her career; some of her recent law firm experience includes King & Spalding (portfolio client), Troutman Sanders, Baker Hostetler, and Kilpatrick Townsend.

ADDITIONAL TEAM MEMBERS

LEASE ADMINISTRATION ASHLEY METCALF Ashley Metcalf, Director of Portfolio Administration, leads C&W’s Portfolio Solutions group in the East Region, focusing on supporting business

In addition to the Core Team, C&W provides a wide-range of services including Financial Consulting, Project Management, and Lease Administration. We provide each of our law firm clients with a dedicated Financial Analyst, Project Manager, Lease Administration specialist, all who specialize in the legal sector and work with clients to develop customized solutions to meet their real estate needs.

development for C&W and understanding each client’s unique needs and delivering customized solutions. Ashley will oversee the day-today lease administration process and integration of lease information into the database. This will include getting NMRS up and running in the system and abstracting all of the Firm’s leases. Under Ashley’s direction, the Portfolio Administration team will also be responsible for inputting all documents into the system, updating and tracking all lease expirations and other important dates. Ashley will bring great value to the team through her extensive experience with portfolio clients such as Graphic Packaging International, King & Spalding, Kilpatrick Townsend, and Flexport.

FINANCIAL CONSULTIN JEREMY ROOD Jeremy Rood, Senior Financial Analyst, will serve as the Financial Consultant on the NMRS Team and will provide customized

and detailed financial modelling and planning for the Firm. Jeremy specializes in law firms and

12 Legal Sector Advisory Group | ADVISING FOR EXCELLENCE

TEAM STRUCTURE

CORE TEAM

KEITH BELL Managing Director

JOHN CHRISTENBURY Managing Director ROLE Account Co-Lead & Single Point of Contact

SHERRY CUSHMAN Executive Managing Director ROLE Account Co-Lead, Chief Strategist, and Law Firm Expert

ZACH MCLAREN Director

ROLE Transaction Manager

ROLE Transaction Manager and Law Firm Expert

and Multi-Market Occupier Expert

JEREMY ROOD Senior Financial Analyst

NAN LOUDON Managing Director

ASHLEY METCALF Director of Portfolio Administration

ROLE Financial Consulting

ROLE Project Management

ROLE Lease Administration

VALUE - ADD TRANSACTION EXPERTISE

CINVESTMENT & ASSET MANAGEMENT • Segregated Portfolio Management • Asset Management • Fund Creation & Management • Indirect Investing

VALUATION & ADVISORY

PROJECT & DEVELOPMENT

TENANT REPRESENTATION

CAPITAL MARKETS

• Investment Sales & Acquisition • Equity, Debt & Structured Finance • Corporate Finance & Investment Banking

• Advisory • Appraisal Management • Business Valuation • Dispute & Analysis & Litigation Support

• Cost Consultancy & Value Engineering • Interior Design • Move Management • Workplace Consultancy

• Occupancy Strategy Development • Lease Renewals & Rent Review • Transaction Strategy & Planning

GLOBAL OCCUPIER SERVICES

AGENCY LEASING

ASSET SERVICES

FACILITIES SERVICES

• Strategic Asset Analysis • Positioning & Marketing Plans • Broker Relationship Campaigns • Lease Negotiation

• Building Operations & Engineering Management • Tenant Retention & Customer Service • Financial Management

• Cleaning Services • Critical Environment Services • Maintenance Services • Office & Room Mailroom Services

• Strategic Consulting • Portfolio Administration • Transaction Management • Integrated Facilities Management

Legal Sector Advisory Group | ADVISING FOR EXCELLENCE 13

SAM HOLLIS Atlanta - C&W

DAVID DOWNEY Baltimore - C&W

MARK PATEMAN Boca Raton - C&W

BARRY HYNES Boston - C&W

ED KERCHER Charleston ALLIANCE Thalhimer

KEITH BELL Charlotte - C&W

JOHN CHRISTENBURY Columbia - C&W Coverage through Charlotte

DAVE JOHNSON Denver - C&W

JEFF HOLDING Fort Lauderdale - C&W

BRIAN YOUNG Greeneville ALLIANCE Thalhimer

MARKET CHAMPIONS

MICHAEL CASTLE Huntington, WV - C&W Coverage through “Preferred Provider”

TRACI JENKS Jacksonville - C&W

ARLENE SOMMER Los Angeles - C&W

TONY JONES Miami - C&W

PHILLIP OWENS Myrtle Beach

ALLIANCE Thalhimer Coverage through Charleston

WHIT MCCRARY Nashville - C&W

MARK WEISS New York City - C&W

JEFF SWEENEY Orlando - C&W

MARK PATEMAN Palm Beach - C&W

KENT HONEYCUTT Raleigh - C&W

NINA SULLIVAN Tallahassee - C&W

ANDY MAY Tampa - C&W

MALCOLM MARSHALL Washington, DC - C&W

MARK PATEMAN West Palm Beach - C&W

ZACH MCLAREN Winston-Salem Coverage through Charlotte

VALUE - ADD TRANSACTION EXPERTISE

CINVESTMENT & ASSET MANAGEMENT • Segregated Portfolio Management • Asset Management • Fund Creation & Management • Indirect Investing

VALUATION & ADVISORY

PROJECT & DEVELOPMENT

TENANT REPRESENTATION

CAPITAL MARKETS

• Investment Sales & Acquisition • Equity, Debt & Structured Finance • Corporate Finance & Investment Banking

• Advisory • Appraisal Management • Business Valuation • Dispute & Analysis & Litigation Support

• Cost Consultancy & Value Engineering • Interior Design • Move Management • Workplace Consultancy

• Occupancy Strategy Development • Lease Renewals & Rent Review • Transaction Strategy & Planning

GLOBAL OCCUPIER SERVICES

AGENCY LEASING

ASSET SERVICES

FACILITIES SERVICES

• Strategic Asset Analysis • Positioning & Marketing Plans • Broker Relationship Campaigns • Lease Negotiation

• Building Operations & Engineering Management • Tenant Retention & Customer Service • Financial Management

• Cleaning Services • Critical Environment Services • Maintenance Services • Office & Room Mailroom Services

• Strategic Consulting • Portfolio Administration • Transaction Management • Integrated Facilities Management

14 Legal Sector Advisory Group | ADVISING FOR EXCELLENCE

GENERAL

5. Discuss your experience with working with law firms as it relates to the following:

allow NMRS to readily change providers. C&W intentionally allows for NMRS to use the lease administration software without being obligated to use C&W. C&W’s recommended lease administration is hosted externally, as it is a web-based application (“ASP”), which means that NMRS simply needs access to the internet to access the database and only requires common applications such as Internet Explorer, Microsoft Excel, and Adobe PDF for clients to gain its full value, and is easily integrated with all major Enterprise Reporting Systems (i.e., Oracle, SAP, PeopleSoft). Additionally, it provides data security so that NMRS can determine who has access and the level of that access to various reports. b. Tenant Representation For the past five years, C&W has been ranked #1 in Tenant Representation by the National Law Journal, which is a true testament to our success in representing law firms throughout the U.S. and around the world. In the last five years, members of C&W’s LSAG have provided strategic real estate advisory and tenant representation services to over 60% of the Am Law 100 firms on a one-off, preferred vendor, or on a national/global account basis. Additionally, our proposed Core Team has had extensive experience with law firms for both one-off and global and national portfolios as described in question 1 under the “Other” section starting on page 45. Our wealth of legal sector experience has facilitated the development of industry specific resources and tools as well as a knowledge base that allows us to craft analysis and solutions tailored to the specific needs of each or our legal sector clients. Please refer to Appendix B “Law Firm Test Cases”, outlining how C&W has gone above and beyond for our clients and developed customized solutions for their real estate needs. Please note that for confidential reasons, we are not able to share the firms’ names, but rather have outlined the “pain points” that each firm was experiencing when we started working with them and the services and strategies that we provided. Each approach was customized to the firm’s specific situation, culture, leadership, and overall goals and objectives. Some examples include implementation of firm-wide

a. Portfolio Management/Lease Administration C&W handles lease management for many of our national portfolio law firm clients. While each firm has a customized lease management platform, we are currently handling the lease management for more than five national and global law firm portfolios. Our law firm clients who are currently using our portfolio management/lease administration platform especially like that they can choose who from the firm has access to all data and they can access it whenever and wherever through an easy-to-navigate dashboard. Additionally, the system can send out reminders for all upcoming options for each location including lease expirations, right to first refusals, expansion, early termination, etc. to ensure firms are staying out way ahead of important deadlines. Upon an initial review of NMRS’ current portfolio and understanding of its real estate needs, C&W will provide our Portfolio Administration Services (“Portfolio Administration”). This quick-to-deploy and cost-effective program will add value by transforming data into meaningful management information to support improved decision-making. The Data Management Service offering has four key components: technology, implementation, ongoing data management, and reporting. A complete tutorial of the program will be provided to NMRS within 90 days of the execution of the Representation Agreement and receiving NMRS’ documentation. Our services provide NMRS with the tools to take control of your portfolio and to assure all data, critical dates, and reporting provide the firm with the detailed information it needs on its portfolio. C&W’s Portfolio Administration offers the industry’s leading, fully integrated, Web-based portfolio administration system for commercial real estate tenants, owners, and managers. Our competitors use lease administration software that does not

Legal Sector Advisory Group | ADVISING FOR EXCELLENCE 15

GENERAL

VISION SESSIONS (FIRM-WIDE & OFFICE SPECIFIC) & FIRM LEADERSHIP PRESENTATIONS The Vision Session, a step C&W exclusively developed for its legal sector clients, provides the forum for NMRS to closely evaluate and discuss the key drivers and goals established by the Firm. The Vision Session consists of a two-to-three-hour work session, personally led by Sherry Cushman, which typically includes the Firm’s Management Committee and Real Estate Committee (if determined), comprised of key firm leaders and future leaders. We will customize the Vision Session specifically for NMRS and will moderate the session to engage in an open discussion to build consensus regarding the goals and objectives of NMRS around your business, financial, and operational drivers (as noted below), which will then guide the development of the Firm’s strategic plan and will pave the way for what will be implemented throughout NMRS’ portfolio. We also encourage local Vision Sessions, which provide an opportunity to educate and build consensus on the local level so buy-in for the portfolio wide strategy is achieved and implemented with full local support. From C&W’s experience, the ability to consensus build each step of the way will greatly support and achieve the best end-game results for the Firm. In addition, or in tandem to the customized Vision Sessions, C&W will present the proprietary analytical results of C&W’s annual Legal Sector Benchmark Survey to NMRS’ firm leadership if deemed necessary by the Firm.

standards, growth management as a result of mergers, decrease in vacancy rates, and utilization of technology to reduce paper--all putting our clients in the most competitive position for the future.

c. Business strategy/consultation By partnering with C&W, NMRS will have access to our unrivalled strategic real estate advisory services, negotiating expertise, superior local market intelligence, extensive legal industry knowledge, proprietary legal sector national benchmarking, best-in-class thought leadership, and consensus building guidance. This breadth of differentiators and law firm expertise goes unmatched within the legal sector. Outlined in Appendix B “Law Firm Test Cases,” the Core Team is seasoned at working with law firm portfolio clients in developing strategies that support their business, financial, and operational objectives. While we create customized solutions for each firm, the driving principle for each strategy we develop is similar: create a new work environment that will improve overall operations, client services, and morale for all, while at the same time reducing real estate overhead costs, which will best position the firm to compete in the future for clients and talent. In particular, refer to test case #1 on page 57, where we worked with a firm who had recently gone through a significant merger and the firm’s profits were being impacted by high vacancy rates throughout the portfolio. C&W worked with the firm’s leadership to overcome the biggest hurdle of building consensus amongst the attorneys to implement firm-wide standards throughout the portfolio that better supported their business including profits, recruiting and retention, and overall improved client services and operations. Below are just some of the ways that we will work with NRMS develop a firm-wide strategy and build consensus to positively affect change.

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FIRM BENCHMARKING As part of our Vision Session process, we will encourage NMRS to also confidentially survey its associates and partners both firm-wide and locally. Using the results of our National Legal

BUSINESS DRIVERS Our experience with law firms has proven that a clear understanding of NMRS’ business drivers will play a significant role in determining the portfolio strategy. We will work with NMRS’ preferred architect to implement space strategies that provide for competitive space and cost-per-attorney ratios. A close evaluation of the impact on per-attorney square footage ratios “at office capacity” compared to “at per-attorney headcount” will be the first benchmark to understanding where NMRS currently stands compared to the targeted square footage ratios. • Real estate solution that supports business • Internal lawyer interaction & increased business synergies • Improved client synergies & productivity Some of the items of discussion include:

Sector Benchmark Survey, the Core Team will benchmark NMRS against other top firms, providing insight into legal sector statistics and trends. The Core Team will work with the Firm to customize a confidential Partner and Associate Survey, providing an in-depth look into the business and personal priorities of the current and next generation of lawyers. This information will be integral to assisting in the portfolio strategy and how far the Firm desires to “push the envelope” of change today and in the future. Beyond bricks and mortar, NMRS will have an unprecedented look into the business, financial, and operational drivers affecting the legal sector – and the Firm’s bottom line. For a more detailed description of C&W’s proprietary National Legal Sector Benchmark Survey Results please see Appendix C “Law Firm Benchmarking”. Please also find a copy of our Bright Insight report and video books with our National Legal Sector video within the hard copies of this RFP response that provide more detail into the survey results and future trends.

• Growth & contraction • Retention & recruiting • Firm brand & image • Cultural & generational issues • Consensus-building

• Competition • Profitability • Business synergies • Leadership • Practice group business & specific real estate needs

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FINANCIAL ISSUES Our understanding of NMRS’ existing financial lease commitments will be critical to the development of occupancy strategies. Our process will include an extensive evaluation of all rights and obligations under the existing leases, including use, subleases, assignments, and option provisions. Although the impact of qualitative factors can often be hard to quantify, we will incorporate such non-economic criteria into the decision-making process. In addition, we will closely evaluate and prepare an outline of current and potential future analytics including per-attorney annual occupancy costs (at capacity and with vacancies), capital cost evaluation and funding goals, evaluation of undepreciated capital costs, lease securitization, and overall financial goals and implications that are important to understand and integrate into all options considered. Specific financial issues that we will address and prioritize include cash flow, timing, funding of capital, risk aversion, and other occupancy costs. As part of the development of financial criteria, we will analyze NMRS’ financial commitment under its existing leases, including:

• Security deposits • Undepreciated capital costs • General impact • Other costs or benefits of current occupancy • Lease expirations/renewals/key dates OPERATIONAL ISSUES Working closely with NMRS, we will gain a full understanding of the Firm’s overall operational issues and pre-established targets in the Firm’s current locations, as well as any potential new location(s), with the development of a future space program (completed by the selected architect) and evaluation of workplace strategies that the legal sector is implementing in the real estate evaluation process. In addition, we will assist in the detailed evaluation of your current buildings, including overall infrastructure (HVAC, electrical, structural, elevators, floor loads, etc.) and base building aspects, such as overall security, image, exterior, amenities, and your overall “wish list” that would be required for you to remain at the current location for a longer period of time (including growth, reduction, and disposition needs). The areas to be evaluated may include, but not be limited to, the following:

• Real estate as a percent of revenue • Per attorney annual seat costs • Base rent and increases

• Right sizing space/disposition • Excess space identification • Growth/reduction strategies • Ratio evaluation (timekeeper-to-Staff) • Design standard development • Space flexibility • Training • Hoteling/Virtual officing • Densification • Attorney offices (interior/shared) • Technology

• Current operating expenses & escalations • Overtime charges & above-standard cleaning • Electricity & HVAC charges • Real estate taxes • Out-of-pocket capital budgets • Fee structures & impact • Per equity partner annual seat costs

• Lease securitization • Per-attorney costs • Equity partner costs

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• Research/Resources • Paper management • Lease flexibility • Generational & consensus implications • Disposition strategies Building evaluation areas may include, but not be limited to, the following:

customized for each of our law firm clients. Each member of the Project Management Team that will be servicing NMRS has more that fifteen (15) years of experience and extensive legal sector expertise with renovations in place, relocations and build-to- suits for tenant occupiers. 6. Describe any services provided to NMRS in the past years. C&W has had the pleasure of transacting several leases for NMRS in various locations over the past eight (8) years. Since then, C&W has been involved with eight (8) of NMRS’ tenant representation deals. Although some of the team members are no longer with C&W since our initial relationship began, the scope of services presented to NMRS is still present and has been vastly improved upon. With the inception of our Legal Sector Advisory Group in late 2012, further discussed on page 7, the Core Team and our various Market Champions have developed best-in-class tools and differentiators that set C&W above our competition. No one knows the legal sector like we do – and no one will better prepare your firm with the intellectual capital, thought leadership and benchmarks to educate the key leaders of NMRS that will enable you to redefine your portfolio and place the Firm in the most competitive position for the years to come. The legal sector is swiftly transitioning. In reference to the images on the following page, a focus on flexibility, overall wellbeing, greater technology integration, hospitality, and a sense of community are all key drivers impacting real estate design decisions. With millennials peaking the US work force (over 50%) by 2025, firms are closely looking at how the younger generation will work in the years to come as they will be the future leaders of the legal sector.

• Building class/image/brand • Accessibility by clients • Amenities • Building infrastructure • Window area/views • Building efficiencies • Quality of ownership • Proximity to competitors • Employee accessibility • Overall qualitative issues

d. Project Management C&W’s Project Management team prides itself on having a keen understanding on how to run and develop an efficient process for our legal sector clients. We recognize how valuable our law firm clients’ time is and we therefore develop a strategy that gets our clients to focus on the project when they need to but ultimately not take a significant number of hours out of their billable workday. The NMRS Project Management team will be led by Nan Loudon, who has personally worked on 27 million square feet of legal sector work and has established her team as a leader in law firm environments. Some recent law firm work that Nan personally has worked on to build out their space (or upfits) are King & Spalding (multiple locations), BakerHostetler, Troutman Sanders, and Smith Gambrell & Russell. C&W’s Project Management team has a proven delivery process that is

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Flexibility Design the space to meet the needs of changing work styles, new uses, and growth. Create spaces that can be multi-purpose to maximize real estate.

Wellbeing Implement a design that affects and optimizes health of the mind, body, and soul by leveraging healthy materials and connections the natural environment.

Technology Provide a high-tech destination that promotes people to be creative, collaborative, mobile, and interactive on a global level.

Hospitality

Developing inviting people-centric spaces that foster a sense of belonging and balance.

Community Design an infrastructure and environment that supports different layers of engagement for focus, collaboration, socialization, learning, and rejuvenation.

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PORTFOLIO MANAGEMENT/

PORTFOLIO MANAGEMENT/ LEASE ADMINISTRATION

1. Please provide an overview of the system you will utilize for lease administration. And what additional capabilities are available in the same system. C&W has been providing Portfolio & Lease Administration services to a wide range of national and global organizations and law firms since 1994, managing 1.4 billion square feet of real estate currently and abstracting 10,000 leases per year in over 60 languages. C&W’s recommended Lease Administration tool, CoStar REM, is the best in the industry and completely customizable to NMRS’ needs over time. Our programs enable clients to control leasehold expenditures through aggressive management of critical dates and options, invoice expense reviews, and lease audits. We add value by transforming data into meaningful management information to support improved decision-making and strategic planning. CoStar REM’s comprehensive lease administration module contains advanced lease management financial functionality that enables integration with virtually any ERP, Accounting, Point of Sale System (Retailers), or Facility Management System.

TECHNOLOGY RECOMMENDATION Following an extensive evaluation of lease administration systems on the market, our Technology Solutions team selected CoStar Real Estate Manager (CoStar) as C&W’s preferred solution. Currently, we have about 90 Portfolio Administration clients on CoStar. While our team is skilled in 28 different lease administration systems, we often recommend CoStar because of its ease of use, 24/7 secure access through the internet, advanced analytics, and powerful reporting capabilities. CoStar is also configurable (forms, reports, dashboards, etc.) and can be linked with financial administration software. CoStar is a third- party system, representing a long-term investment in the NMRS integrated real estate platform, regardless of the service provider. Between our Technology Solutions experts and our extensively trained Portfolio Administration team, we have NMRS covered in your first years using the system. COSTAR REAL ESTATE MANAGER REM OVERVIEW The CoStar system is a cost-effective, full-function portfolio management system that tracks owned and leased properties of any type. The building record serves as the top-level record

• Portfolio Lease Administration • Transaction Management • Project Management

to which users can attach as many premises, leases, or contracts as needed to accurately reflect your property. The comprehensive lease administration module contains advanced lease management financial functionality that enables integration with virtually any ERP, accounting, or facility management system. When combined with CoStar’s integrated Project Management module, NMRS can achieve a fully integrated workplace management system.

• Lease Accounting • Strategy Module

We offer a comprehensive approach to Portfolio Administration services, providing consulting, transition, ongoing management, and lease audit services tailored to a law firm’s specific needs. In addition, because we recognize that the effective and efficient management of a real estate portfolio is nearly impossible without the right technology and data, we have integrated best-in-class processes and advanced technology solutions to provide scalable platforms to meet the needs of our smallest and largest clients in a cost-effective manner. Overall, our combined perspective has distinguished our firm as a global leader in real estate Portfolio Administration and process improvements.

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