REQUEST FOR PROPOSALS FOR LEGAL SERVICES

A. PURPOSE

The purpose of this request for proposals (RFP) is to retain the services of a law firm or lawyer to serve as

outside counsel to Rails to Trails Conservancy to support RTC’s legal program. The retained firm or lawyer will

work with RTC’s general counsel to both learn about RTC’s legal program and eventually participate in a

succession planning process for the transition of RTC’s legal program to said firm/lawyer. Led by RTC’s longtime general counsel, Andrea Ferster, RTC’s legal program is the only nonprofit program in the country that

regularly goes to court to support and defend rail-trails and multiuse trails against legal threats. The primary

focus of RTC’s legal program is to support and defend the legal and policy framework relating to the

preservation of unused railroad corridors as multiuse trails, including representing RTC before courts and

administrative agencies. RTC’s general counsel also advises the organization on nonprofit corporate and

governance matters.

We understand this is a highly specialized area of law. Our goal is to engage with a firm or lawyer that will

initially serve in a mentee role with RTC’s general counsel and ultimately transition to consistent long-term

general counsel services supporting the organization’s work. We seek to retain a firm or lawyer committed to

ensuring a seamless transfer of knowledge to ensure the continuity and expand the reach and impact of

RTC’s legal program to support the development of an extensive network of trails, greenways and other

walking and biking infrastructure across the United States and meet future challenges in trail development

and active transportation.

Additional information about RTC’s legal program can be found on our website at railstotrails.org/legalprogram.

B. ORGANIZATIONAL DESCRIPTION

RTC is a 501(c)(3) nonprofit organization founded in 1985. RTC’s mission is to create a nationwide network of

trails from former rail lines and connecting corridors to build healthier places for healthier people. RTC is

incorporated in the District of Columbia and is headquartered at 2445 M Street, NW, Suite 650, Washington,

DC 20037. RTC currently has a staff of 54, who are located at the national headquarters and in regional and

home offices across several states.

Our annual report, most recent audit and 990 are available on our website at Finances - Rails to Trails

Conservancy | Rails to Trails Conservancy

C. SCOPE OF WORK AND QUALIFICATIONS

The selected firm or attorney shall provide the following range of legal services to RTC:

• With the assistance of RTC staff, identify and monitor legal proceedings in the courts and

administrative agencies that potentially affect the legal and policy framework for rail-trail

conversions.

• Selectively participate in litigation that holds the potential to set significant precedent relevant to

rail-trail conversions or that otherwise impacts RTC’s core priorities.

• Develop and oversee a network of pro-bono lawyers who assist RTC’s participation in litigation,

including drafting legal briefs and presenting arguments in court.

• Advise and support RTC policy staff in responding to proposed actions in Congress, state legislatures

and federal agencies that potentially affect railbanking and other RTC policy priorities.

• Selectively advocate before the Surface Transportation Board and other federal agencies to ensure

that administrative decisions and proposed rules encourage and protect rail-trail conversions, and

advise and support RTC’s trail development and policy staff on administrative matters.

• File “friend of the court” briefs in cases that raise issues involving the interpretation and application

of laws facilitating rail-trail conversions including, but not limited to, the federal railbanking law,

conversion of federally granted rights-of-way, and environmental and historic preservation laws and

regulations.

• Provide technical assistance to RTC program and policy staff, trail activists, trail managers and their

legal counsel in response to legal questions on the implementation of railbanking, rail-trail

conversions, compliance with environmental and historic preservation requirements, as well as legal

issues relating to trail conservancy projects, liability and policy.

• Provide training to RTC program staff and its partners and develop resource materials and other trailrelated content.
• Provide corporate general counsel services, including review of contracts and advice on nonprofit

corporate, tax and personnel matters.

Qualifications

Knowledge of federal regulations governing railroads and legal issues relating to rail-trail conversions is

desirable but not required.

The ideal candidate will have at least seven years of relevant legal experience in the practice of law, which

should include litigation and/or administrative advocacy before federal courts and administrative agencies.

The applicant should be authorized to practice law in the District of Columbia.

D. ANTICIPATED TIMELINE

May 11 RFP issued

June 1 Q&A session (attendance optional)*

July 3 Proposals due

July and August Panel interviews scheduled with selected firms and law offices

Sept. 1 Selection decision

Oct. 1 Execution of representation agreement and contract effective date

Email rchao@raisltotrails.org to request an invitation to attend this session.

E. TERMS OF ENGAGEMENT

This RFP is for legal services with an expected start date of Oct. 1, 2026. The retained firm/lawyer will be an

independent contractor and not an RTC employee. The firm/attorney should expect to provide five hours per

week on average.

F. PROPOSAL INSTRUCTIONS

The proposal must be submitted in an electronic format by close of business on July 3, 2026.

Proposals should be addressed as follows:

Ryan Chao, President

Rails to Trails Conservancy

2445 M Street, NW, Suite 650

Washington, DC 20037

Proposals should include:

• Description of legal experience with the development of trails and greenways, and other forms of

transportation policy and advocacy

• Description of experience with Fifth Amendment “takings” cases, Railbanking (National Trails System

Act Amendment 8d), the Surface Transportation Board, historic preservation and environmental law,

if any

• Experience with nonprofit clients in providing corporate and nonprofit governance advice
• A list of state and federal bar memberships
• Description of the firm’s size, structure and areas of practice. Indicate if the firm is a solo, small-firm

or minority-owned business.

• Description of the qualifications of principal staff to be assigned, including: the names of lawyer(s)

expected to work on the engagement as well as the prior experience, education, position in firm,

years and types of experience of the individual team members

• Compensation

The terms of representation, including compensation, will be set forth in a retainer agreement. The selected

firm/lawyer will receive an annual flat fee retainer amount, which the lawyer(s) will debit at the agreed

hourly rate. The applicant’s proposal should include information on the hourly billing rates of each attorney

or other legal staff expected to work on this representation. To date, the legal program has relied heavily on

pro bono counsel and highly discounted hourly rates in order to maximize and leverage the legal program,

which is unique in its nationwide scope. RTC encourages proposals to consider these resource limitations.

G. EVALUATION CRITERIA

The criteria for evaluating this proposal will be based on the following:

• Experience with similar matters outlined in the scope of services
• Proposed approach to scope of work
• Ability to work cooperatively with RTC’s current general counsel, who will serve as lead counsel

during the initial retainer period, and to transition to full responsibility for RTC’s legal program at a

future date

• Level of experience of individuals identified to work on the engagement
• Interviews
• Cost/value

H. QUESTIONS

Inquiries concerning this RFP should be directed to RTC’s President, Ryan Chao, via email at

rchao@railstotrails.org.

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