RLP_No_0VA2222_-_with_Attachments.pdf

GSA FORM R101C (6/12)

GSA REQUEST

FOR LEASE

PROPOSAL

NO. 0VA2222

Winchester, VA

OR

Frederick County, VA

Offer Due Dates:

Part A: 12/12/2012

AND

Part B: 01/23/2013

In order to be considered for award, offers conforming to the requirements of the RLP shall be received no later than 4:00 PM EST on the date above. See “Receipt Of Lease Proposals” herein for additional information.

This Request for Lease Proposals ("RLP") sets forth instructions and requirements for proposals for a Lease described in the RLP documents. Proposals conforming to the RLP requirements will be evaluated in accordance with the Method of Award set forth herein to select an Offeror for award. The Government will award the Lease to the selected Offeror, subject to the conditions herein.

The information collection requirements contained in this Solicitation/Contract, that are not required by the regulation, have been approved by the Office of Management and Budget pursuant to the Paperwork Reduction Act and assigned the OMB Control No. 3090-0163. STANDARD RLP

GSA FORM R101C (6/12)

RLP NO. 0VA2222, PAGE 2 GSA FORM R101C (6/12)

TABLE OF CONTENTS

STANDARD RLP

SECTION 1 STATEMENT OF REQUIREMENTS

1.01 GENERAL INFORMATION (JUN 2012)

1.02 AMOUNT AND TYPE OF SPACE, LEASE TERM AND OCCUPANCY DATE (JUN 2012)

1.03 AREA OF CONSIDERATION (JUN 2012)

1.04 NEIGHBORHOOD, PARKING, LOCATION AMENITIES, AND PUBLIC TRANSPORTATION (JUN 2012)

1.05 LIST OF RLP DOCUMENTS (JUN 2012)

1.06 AMENDMENTS TO THE RLP (JUN 2012)

1.07 LEASE DESCRIPTION (JUN 2012)

1.08 RELATIONSHIP OF RLP BUILDING MINIMUM REQUIREMENTS AND LEASE OBLIGATIONS (JUN 2012)

1.09 SECURITY LEVEL DETERMINATION FOR FACILITY HOUSING OTHER FEDERAL TENANTS (APR 2011)

1.10 INSPECTION—RIGHT OF ENTRY (JUN 2012)

1.11 AUTHORIZED REPRESENTATIVES (JUN 2012)

1.12 INTENTIONALLY DELETED

SECTION 2 ELIGIBILITY AND PREFERENCES FOR AWARD

2.01 EFFICIENCY OF LAYOUT (AUG 2011)

2.02 FLOOD PLAINS (JUN 2012)

2.03 INTENTIONALLY DELETED

2.04 INTENTIONALLY DELETED

2.05 HISTORIC PREFERENCE (JUN 2012)

2.06 ASBESTOS (JUN 2012)

2.07 ACCESSIBILITY (JUN 2012)

2.08 FIRE PROTECTION AND LIFE SAFETY (JUN 2012)

2.09 SECURITY (JUN 2012)

2.10 ENERGY INDEPENDENCE AND SECURITY ACT (SEP 2011)

SECTION 3 HOW TO OFFER

3.01 GENERAL INSTRUCTIONS (JUN 2012)

3.02 RECEIPT OF LEASE PROPOSALS (SEPT 2011)

3.03 PRICING TERMS (JUN 2012)

3.04 BUDGET SCOREKEEPING; OPERATING LEASE TREATMENT (APR 2011)

3.05 INTENTIONALLY DELETED

3.06 ADDITIONAL SUBMITTALS (JUN 2012)

3.07 TENANT IMPROVEMENTS INCLUDED IN OFFER (APR 2011)

3.08 LEED FOR COMMERCIAL INTERIORS (JUN 2012)

RLP NO. 0VA2222, PAGE 3 GSA FORM R101C (6/12)

3.09 OPERATING COSTS REQUIREMENTS INCLUDED IN OFFER (JUN 2012)

3.10 INTENTIONALLY DELETED

SECTION 4 METHOD OF AWARD

4.01 NEGOTIATIONS (JUN 2012)

4.02 HUBZONE SMALL BUSINESS CONCERN ADDITIONAL PERFORMANCE REQUIREMENTS (MAR 2012)

4.03 INTENTIONALLY DELETED

4.04 OTHER AWARD FACTORS (JUN 2012)

4.05 PRESENT VALUE PRICE EVALUATION (JUN 2012)

4.06 AWARD (JUN 2012)

SECTION 5 ADDITIONAL TERMS AND CONDITIONS

5.01 SPACE REQUIREMENT – BREAKDOWN, COMPOSITION, AND GENERAL SPACE REQUIREMENTS

5.02 SPECIAL REQUIREMENT – OFFERS AND CONTROL OF PROPERTY

5.03 SPECIAL REQUIREMENT – RENT CAP

5.04 SPECIAL REQUIREMENT – ZONING

5.05 SPECIAL REQUIREMENT – AVAILABILITY OF UTILITIES

5.06 SPECIAL REQUIREMENT – PERIMETER FENCE

5.07 SPECIAL REQUIREMENT – WAREYARD FENCE

5.08 OTHER AWARD FACTORS – TECHNICAL AWARD FACTORS AND DESCRIPTIONS

RLP NO. 0VA2222, PAGE 4 GSA FORM R101C (6/12)

REQUEST FOR LEASE

PROPOSALS NO. 0VA2222

November 20, 2012 STANDARD RLP GSA FORM R101C (June 2012)

SECTION 1 STATEMENT OF REQUIREMENTS

1.01 GENERAL INFORMATION (JUN 2012)

A. This Request for Lease Proposals (RLP) sets forth instructions and requirements for proposals for a Lease described in the RLP documents. The Government will evaluate proposals conforming to the RLP requirements in accordance with the Method of Award set forth below to select an Offeror for award. The Government will award the Lease to the selected Offeror, subject to the conditions below.

B. Included in the RLP documents is a lease form (GSA Form L201C) setting forth the lease term and other terms and conditions of the Lease contemplated by this RLP and a GSA Proposal to Lease Space (GSA Form 1364C- STANDARD) on which Offeror shall submit its offered rent and other price data, together with required information and submissions. The Lease paragraph titled "Definitions and General Terms" shall apply to the terms of this RLP.

C. Do not attempt to complete the lease form (GSA Form L201C). Upon selection for award, GSA will transcribe the successful Offeror's final offered rent and other price data included on the GSA Form 1364C into the lease form, and transmit the completed Lease, including any appropriate attachments, to the successful Offeror for execution. Neither the RLP nor any other part of an Offeror's proposal shall be part of the Lease except to the extent expressly incorporated therein. The Offeror should review the completed Lease for accuracy and consistency with his or her proposal, sign and date the first page, initial each subsequent page of the Lease, and return it to the Lease Contracting Officer (LCO).

D. The Offeror's executed Lease shall constitute a firm offer. No Lease shall be formed until the LCO executes the Lease and delivers a signed copy to the Offeror.

E. The requirement for which this RLP is issued may be satisfied by an offer for either: (a) space in an existing building, to be renovated to meet the Government’s requirements of this RLP and the lease contemplated by this RLP; or (b) space in a building for which new construction is proposed to meet the Government’s requirements. All requirements of this RLP and all other documents attached to or referenced by this RLP or the Lease contemplated by this RLP shall apply to both existing buildings and new construction, unless explicitly stated otherwise.

F. All official notices related to this RLP shall be posted to the Federal Business Opportunities (FBO) website, which may be accessed via the following URL: http://www.fbo.gov. All official notices, including but not limited to clarifications related to this RLP, amendments to this RLP, etc, shall be posted to the FBO website under Solicitation No. 0VA2222.

It is the responsibility of Offerors to monitor the FBO website for any amendments to this RLP, clarifications regarding this RLP, and any and all other communications regarding this RLP.

G. Any request by an Offeror for clarifications regarding this RLP or any documents included with or otherwise referenced by this RLP shall be provided to the LCO in writing and submitted via email. Any such request for clarification shall be submitted to the LCO, with a copy sent to the Alternate Government Contact, listed in Section 1.11, of this RLP.

H. The Government will consider only one (1) offer for a given property (i.e. existing building or site for which new construction is proposed).

I. Unsolicited offers submitted in response to this RLP shall be “at risk” of the Offeror. Any building or site for which an offer is submitted in response to this RLP shall be subject to the Government’s inspection prior to being considered for award of a Lease, pursuant to Section 1.10, Inspection – Right of Entry, of this RLP.

J. The Government’s Space will be occupied by two (2) components of the Department of Homeland Security (DHS). For purposes of this RLP, the Lease contemplated by this RLP, and all other documents included with this RLP, the two components shall be referred to as: DHS-A and DHS-B.

1.02 AMOUNT AND TYPE OF SPACE, LEASE TERM AND OCCUPANCY DATE (JUN 2012)

A. The Government is seeking approximately 127,650 rentable square feet (RSF) of space. The rentable space shall yield a minimum of 111,000 to a maximum of 113,000 of American National Standards Institute/Building Owners and Managers Association (ANSI/BOMA) Office Area (ABOA) square feet (SF) of contiguous space within the Area of Consideration set forth below. See Section 2 of the Lease for applicable ANSI/BOMA standards.

RLP NO. 0VA2222, PAGE 5 GSA FORM R101C (6/12)

The Space to be occupied by the Government under the lease contemplated by this RLP, shall be comprised of the following:

1. Office Space: The office space to be occupied by the Government under the lease contemplated by this RLP shall total a minimum of 75,000 ABOA SF to a maximum of 76,000 ABOA SF.

2. Warehouse Space: The warehouse space to be occupied by the Government under the lease contemplated by this RLP shall total a minimum of 36,000 ABOA SF to a maximum of 37,000 ABOA SF.

Notwithstanding any maximum area for either office space or warehouse space that may be listed above, the sum total of office and warehouse space proposed in response to this RLP shall not exceed 113,000 ABOA SF.

Space to be occupied under the Lease contemplated by this RLP, as outlined above, will be occupied by two (2) separate components of the Department of Homeland Security (DHS). For purposes of responding to this RLP, Offerors shall consider individual and/or collective general and specific requirements for both of the components, as may be stated in this RLP or any documents included with this RLP. A draft program of requirements (POR) is included in Section 7 of the Lease contemplated by this RLP. The draft POR provides a more detailed description of the space requirements, along with requirements for the two individual DHS components, which shall be considered for purposes of responding to this RLP. In responding to this RLP, Offerors shall consider the information provided in the draft POR, along with all other requirements and supplemental information included with this RLP, the Lease contemplated by this RLP, and any and all other accompanying documents. Actual areas to be occupied by each DHS component, along with requirements for each, shall be confirmed following award of the Lease.

See below for parking and wareyard requirements.

B. The Space shall be located in a modern quality Building of sound and substantial construction with a facade of stone, marble, brick, stainless steel, aluminum or other permanent materials in good condition and acceptable to the LCO. If not a new Building, the Space offered shall be in a Building that has undergone, or will complete by occupancy, modernization or adaptive reuse for the Space with modern conveniences;

C. The Government requires a minimum of 521 reserved and marked parking spaces for the Government’s exclusive use.

These spaces must be secured and lit in accordance with the Security Requirements set forth in the Lease. Offeror shall include the cost of this parking as part of the rental consideration. Unless specified otherwise in this RLP, the Lease contemplated by this RLP, or other solicitation documents, costs associated with the parking requirement shall be included in the Offeror’s proposal as part of the shell rent. The parking area required by this RLP shall be itemized separately in the Lease contemplated by this RLP and will not be added to the building square footage.

D. A wareyard with a minimum area of 7,500 square feet shall be provided. The dimensions of the proposed wareyard shall measure approximately 75 feet by 100 feet. Unless specified otherwise in this RLP, the Lease contemplated by this RLP, or other solicitation documents, costs associated with the wareyard requirement shall be included in the Offeror’s proposal as part of the shell rent. The wareyard shall be itemized separately in the Lease contemplated by this RLP and will not be added to the building square footage.

E. As part of the rental consideration, the Government may require use of part of the Building roof for the installation of antenna(s). If antenna space is required, specifications regarding the type of antenna(s) and mounting requirements are included in the agency requirements information provided with this RLP.

F. Approximately 600 ABOA SF will be used for the operation of a vending facility under the provisions of the Randolph- Sheppard Act (20 USC 107 et. seq.). The Government will control the number, kind, and locations of vending facilities and will control and receive income from all automatic vending machines. Offeror shall provide necessary utilities and make related alterations. The cost of the improvements is part of Tenant Improvement (TI) costs. The Government will not compete with other facilities having exclusive rights in the Building. The Offeror shall advise the Government if such rights exist.

G. The lease contemplated by this RLP shall be for 15 years firm, with one (1) 5-year renewal option. Offerors are required to provide one 5-year renewal option, which shall be incorporated into the Lease, and which shall be evaluated in accordance with the “PRESENT VALUE PRICE EVALUATION” section of this RLP. In the event Offerors provide more than one renewal option, any options proposed after the first 5-year option shall not be evaluated for purposes of the “PRESENT VALUE PRICE EVALUATION” section of this RLP.

H. Occupancy is required in accordance with the schedule outlined in the “Schedule for Completion of Space” section of the Lease.

RLP NO. 0VA2222, PAGE 6 GSA FORM R101C (6/12)

1.03 AREA OF CONSIDERATION (JUN 2012)

The Government requests Space in an area bounded as follows:

Frederick County, Virginia

OR

City Limits of Winchester, Virginia

Properties outside of the area identified above shall be considered unacceptable and shall not be considered for award.

1.04 NEIGHBORHOOD, PARKING, LOCATION AMENITIES, AND PUBLIC TRANSPORTATION (JUN 2012)

A. OUTSIDE CITY CENTER: Space shall be located 1) in an office, research, technology, light industrial, or business park that is modern in design with a campus-like atmosphere; or, 2) on an attractively landscaped site containing one or more modern Buildings that are professional and prestigious in appearance with the surrounding development well maintained and in consonance with a professional image. The parking-to-square-foot ratio available on-site shall at least meet current local code requirements or the parking requirements specified under Section 1.02 of this RLP, whichever is greater. Adequate eating facilities shall be located within the immediate vicinity of the Building, but generally not exceeding two (2) miles, as determined by the LCO. Other employee services, such as retail shops, cleaners, and banks, shall be located within the immediate vicinity of the Building, but generally not exceeding three (3) miles, as determined by the LCO. Amenities must be existing or Offeror must demonstrate to the Government’s reasonable satisfaction that such amenities will exist by the Government’s required occupancy date.

1.05 LIST OF RLP DOCUMENTS (JUN 2012)

The following documents are attached to and included as part of this RLP package:

DOCUMENT NAME

NO. OF

PAGES EXHIBIT

Lease No. GS-03B-12054 (Form L201C) 51

Exhibit A: Security Requirements for Level III (revised) 7 A

Exhibit B: Modernization of Current Space Alternative 1 B

GSA Form 3516, Solicitation Provisions 5

GSA Form 3517B, General Clauses 46

Proposal to Lease Space (GSA Form 1364C) 4

GSA Form 1217, Lessor's Annual Cost Statement 2

GSA Form 3518 Representations and Certifications 10

GSA Form 12000 for Pre-lease Fire Protection and Life Safety Evaluation for an Office Building (Part A or Part B) (See Section 3 for applicable requirements)

Building Security Unit Price List 1

LEED 2009 for Commercial Interiors Checklist 6

1.06 AMENDMENTS TO THE RLP (JUN 2012)

This RLP may be amended by notice from the LCO. Amendments may modify the terms of this RLP, or the terms, conditions, and requirements of the Lease contemplated by the RLP.

RLP NO. 0VA2222, PAGE 7 GSA FORM R101C (6/12)

1.07 LEASE DESCRIPTION (JUN 2012)

Offerors shall examine the Lease form included in the RLP documents to understand the Government's and the Lessor's respective rights and responsibilities under the contemplated Lease.

The Lease contemplated by this RLP includes:

A. The term of the Lease, and renewal option, if any.

B. Terms and Conditions of the Lease, including Definitions, Standards, and Formulas applicable to the Lease and this RLP.

C. Building Shell standards and requirements.

D. Information concerning the tenant agency's buildout requirements, to be supplemented after award.

E. A description of all services to be provided by the Lessor.

Should the Offeror be awarded the Lease, the terms of the Lease will be binding upon the Lessor without regard to any statements contained in this RLP.

The Lease contemplated by this RLP is a fully serviced Lease. Rent will be based upon a proposed rental rate per Rentable Square Foot (RSF), limited by the offered rate and the maximum ABOA SF solicited under this RLP. Although certain Tenant Improvement (TI) requirements information is provided with this RLP and will be incorporated into the Lease, the TIs to be delivered by the Lessor will be based on the final design to be developed after award of the Lease, which reflects the Agency’s full requirements. The Lessor shall design and build the TIs and will be compensated for TI costs, together with design and project management fees to be set under the Lease. Although the TI requirements will not be developed fully until after award, Offerors shall provide the allowance stated in the Tenant Improvement Allowance paragraph of the Lease.

Offerors are encouraged to consider the use of existing fit-out and other improvements to minimize waste. However, any existing improvements must be deemed equivalent to Lease requirements for new construction, and Offerors are cautioned to consider those requirements before assuming efficiencies in its TI costs resulting from use of existing improvements.

Unless the Government prepares Design Intent Drawings (DIDs), after award the Lessor must prepare DIDs for the leased Space conforming to the lease requirements and other Government-supplied information related to the client agency’s interior build-out requirements. The Government will have the opportunity to review the Lessor's DIDs to determine that the Lessor's design meets the requirements of the Lease. Only after the Government approves the DIDs and a final price for TIs is negotiated will the Lessor be released to proceed with buildout. The Lease also provides that the Government may modify the TI requirements, subject to the Lessor's right to receive compensation for such changes.

Upon completion and acceptance of the leased Space, the Space will be measured for establishing the actual annual rent, and the Lease Term shall commence. During the term of the Lease, rent will be adjusted for changes to the Lessor's operating costs and real estate taxes, pursuant to paragraphs set forth in Section 2 of the Lease.

Finally, Offerors are advised that doing business with the Government carries special responsibilities with respect to sustainability, fire protection and life safety, and security, as well as other requirements not typically found in private commercial leases. These are set forth both in the lease form and in the GSA Form 3517B, which will be part of the Lease.

1.08 RELATIONSHIP OF RLP BUILDING MINIMUM REQUIREMENTS AND LEASE OBLIGATIONS (JUN 2012)

The Lease establishes various requirements relating to the Building shell. Such requirements are not deemed TIs. Certain of these Building requirements are established as minimum requirements in this RLP. If the Lessor's Building does not meet the requirements at the time of award, the Lessor may still be awarded the Lease. However, as a condition of award, the Government will require Lessor to identify those Building improvements that will bring the Building into compliance with RLP requirements. Upon award of the Lease, completion of those Building improvements will become Lease obligations.

1.09 SECURITY LEVEL DETERMINATION FOR FACILITY HOUSING OTHER FEDERAL TENANTS (APR 2011)

If an Offeror is offering Space in a facility currently housing a Federal agency, the security requirements of the facility may be increased and the Offeror may be required to adhere to a higher security standard than other Offerors competing for the same space requirement. If two or more Federal space requirements are being competed at the same time, an Offeror submitting on both or more space requirements may be subject to a higher security standard if the Offeror is determined to be the successful Offeror on more than one space requirement. It is incumbent upon the Offeror to prepare the Offeror’s proposal accordingly.

RLP NO. 0VA2222, PAGE 8 GSA FORM R101C (6/12)

1.10 INSPECTION—RIGHT OF ENTRY (JUN 2012)

A. At any time and from time to time after receipt of an Offer (until the same has been duly withdrawn or rejected) the agents, employees and contractors of the Government may, upon reasonable prior notice to Offeror, enter upon the offered Space or the Premises, and all other areas of the Building or Site, access to which is necessary to accomplish the purposes of entry, to determine the potential or actual compliance by the Offeror with the requirements of the RLP and its attachments, which purposes shall include, but not be limited to:

1. Inspecting, sampling, and analyzing of suspected asbestos-containing materials and air monitoring for asbestos fibers.

2. Inspecting the heating, ventilation and air conditioning system, maintenance records, and mechanical rooms for the offered Space or the Premises.

3. Inspecting for any leaks, spills, or other potentially hazardous conditions which may involve tenant exposure to hazardous or toxic substances.

4. Inspecting for any current or past hazardous waste operations, to ensure that appropriate actions were taken to alleviate any environmentally unsound activities in accordance with Federal, state, and local law.

B. Nothing in this paragraph shall be construed to create a Government duty to inspect for toxic materials or to impose a higher standard of care on the Government than on other lessees. The purpose of this paragraph is to promote the ease with which the Government may inspect the Building or Site. Nothing in this paragraph shall act to relieve the Offeror of any duty to inspect or liability which might arise because of Offeror’s failure to inspect for or correct a hazardous condition.

1.11 AUTHORIZED REPRESENTATIVES (JUN 2012)

With respect to all matters relating to this RLP, only the Government's LCO designated below shall have the authority to amend the RLP and award a Lease. The Government shall have the right to substitute its LCO by notice, without an express delegation by the prior LCO.

Lease LCO:

Christian Evans 20 N. 8 th Street

Philadelphia, PA 19107 Phone: 215.446.5774 Email: christian.evans@gsa.gov

As to all other matters, Offerors may contact either the LCO or the Alternate Government Contact designated below.

Alternate Government Contact:

Samantha Poole 20 N. 8 th Street

Philadelphia, PA 19107 Phone: 215.446.4647 Email: samantha.poole@gsa.gov

1.12 INTENTIONALLY DELETED

RLP NO. 0VA2222, PAGE 9 GSA FORM R101C (6/12)

SECTION 2 ELIGIBILITY AND PREFERENCES FOR AWARD

2.01 EFFICIENCY OF LAYOUT (AUG 2011)

A. In order to be acceptable for award, the offered Space must provide for an efficient layout as determined by the LCO.

B. To demonstrate potential for efficient layout, GSA may request the Offeror to provide a test fit layout at the Offeror’s expense. The Government will advise the Offeror if the test fit layout demonstrates that the Government's requirement cannot be accommodated within the Space offered. The Offeror will have the option of increasing the ABOA square footage offered, if it does not exceed the maximum ABOA square footage in this RLP offer package. If the Offeror is already providing the maximum ABOA square footage and cannot house the Government's space requirements efficiently, then the Government will advise the Offeror that the offer is unacceptable.

2.02 FLOOD PLAINS (JUN 2012)

A Lease will not be awarded for any offered Property located within a 500-year floodplain unless the Government has determined that there is no practicable alternative. An Offeror may offer less than its entire site in order to exclude a portion of the site that falls within a floodplain, so long as the portion offered meets all the requirements of this RLP. If an Offeror intends that the offered Property that will become the Premises for purposes of this Lease will be something other than the entire site as recorded in tax or other property records the Offeror shall clearly demarcate the offered Property on its site plan/map submissions and shall propose an adjustment to property taxes on an appropriate pro rata basis. For such an offer, the LCO may, in his or her sole discretion, determine that the offered Property does not adequately avoid development in a 500-year floodplain.

2.03 INTENTIONALLY DELETED

2.04 INTENTIONALLY DELETED

2.05 HISTORIC PREFERENCE (JUN 2012)

A. The Government will give preference to offers of Space in Historic Properties following this hierarchy of consideration:

1. Historic Properties within Historic Districts.

2. Non-historic developed sites and non-historic undeveloped sites within Historic Districts.

3. Historic Properties outside of Historic Districts.

B. Definitions:

1. Determination of eligibility means a decision by the Department of the Interior that a district, site, Building, structure or object meets the National Register criteria for evaluation although the Property is not formally listed in the National Register (36 CFR 60.3(c)).

2. Historic District means a geographically definable area, urban or rural, possessing a significant concentration, linkage, or continuity of sites, Buildings, structures, or objects united by past events or aesthetically by plan or physical development. A district may also comprise individual elements separated geographically but linked by association or history (36 CFR 60.3(d)). The Historic District must be included in or be determined eligible for inclusion in the National Register of Historic Places (NRHP).

3. Historic Property means any prehistoric or Historic District, site, Building, structure, or object included in or been determined eligible for inclusion in the NRHP maintained by the Secretary of the Interior (36 CFR 800.16(l)).

4. National Register of Historic Places means the National Register of districts, sites, buildings, structures and objects significant in American history, architecture, archeology, engineering and culture that the Secretary of the Interior is authorized to expand and maintain under the National Historic Preservation Act (36 CFR 60.1).

C. The offer of Space must meet the terms and conditions of this RLP package and its attachments. The LCO has discretion to accept alternatives to certain architectural characteristics and safety features defined elsewhere in this RLP package to maintain the historical integrity of an Historic Building, such as high ceilings and wooden floors, or to maintain the integrity of an Historic District, such as setbacks, floor-to-ceiling heights, and location and appearance of parking.

RLP NO. 0VA2222, PAGE 10 GSA FORM R101C (6/12)

D. When award will be based on the lowest price technically acceptable source selection process, the Government will give a price evaluation preference, based on the total annual ABOA SF present value cost to the Government, to Historic Properties as follows:

1. First to suitable Historic Properties within Historic Districts, a 10 percent price preference.

2. If no suitable Historic Property within an Historic District is offered, or the 10 percent preference does not result in such property being the lowest price technically acceptable offer, the Government will give a 2.5 percent price preference to suitable non-historic developed or undeveloped sites within Historic Districts.

3. If no suitable, non-historic, developed, or undeveloped site within a Historic District is offered, or the 2.5 percent preference does not result in such property being the lowest price technically acceptable offer, the Government will give a 10 percent price preference to suitable Historic Properties outside of Historic Districts.

4. Finally, if no suitable Historic Property outside of Historic Districts is offered, no historic price preference will be given to any property offered.

E. When award will be based on the best value tradeoff source selection process, which permits tradeoffs among price and non-price factors, the Government will give a price evaluation preference, based on the total annual ABOA SF present value cost to the Government, to Historic Properties as follows:

1. First, to suitable Historic Properties within Historic Districts, a 10 percent price preference.

2. If no suitable Historic Property within a Historic District is offered or remains in the competition, the

Government will give a 2.5 percent price preference to suitable non-historic developed or undeveloped sites within Historic Districts.

3. If no suitable, non-historic developed or undeveloped site within an Historic District is offered or remains in the competition, the Government will give a 10 percent price preference to suitable Historic Properties outside of Historic Districts.

4. Finally, if no suitable Historic Property outside of Historic Districts is offered, no historic price preference will be given to any property offered.

F. The Government will compute price evaluation preferences by reducing the price(s) of the Offerors qualifying for a price evaluation preference by the applicable percentage provided in this provision. The price evaluation preference will be used for price evaluation purposes only. The Government will award a Lease for the actual prices proposed by the successful Offeror and accepted by the Government.

G. To qualify for a price evaluation preference, Offeror must provide satisfactory documentation in their offer that their property qualifies as one of the following:

1. A Historic Property within a Historic District.

2. A non-historic developed or undeveloped site within a Historic District.

3. A Historic Property outside of a Historic District.

2.06 ASBESTOS (JUN 2012)

A. Government requests space with no asbestos-containing materials (ACM), or with ACM in a stable, solid matrix (e.g., asbestos flooring or asbestos cement panels), which is not damaged or subject to damage by routine operations. For purposes of this paragraph, “space” includes the 1) space offered for lease; 2) common building area; 3) ventilation systems and zones serving the space offered; and 4) the area above suspended ceilings and engineering space in the same ventilation zone as the space offered. If no offers are received for such space, the Government may consider space with thermal system insulation ACM (e.g., wrapped pipe or boiler lagging), which is not damaged or subject to damage by routine operations.

B. ACM is defined as any materials with a concentration of greater than 1 percent by dry weight of asbestos.

C. Space with ACM of any type or condition may be upgraded by the Offeror to meet conditions described in sub-paragraph A by abatement (removal, enclosure, encapsulation, or repair) of ACM not meeting those conditions. If any offer involving abatement of ACM is accepted by the Government, the successful Offeror will be required to successfully complete the abatement in accordance with OSHA, EPA, Department of Transportation (DOT), state, and local regulations and guidance prior to occupancy.

D. Management Plan. If space is offered which contains ACM, the Offeror shall submit an asbestos-related management plan for acceptance by the Government prior to Lease award. This plan shall conform to EPA guidance.

2.07 ACCESSIBILITY (JUN 2012)

The Lease contemplated by this RLP contains Building requirements for Accessibility. In order to be eligible for award, Offeror must either:

A. Verify in the Lease proposal that the Building in which Space is offered meets the Lease accessibility requirements, OR

B. Include as a specific obligation in its Lease proposal that improvements to bring the Building into compliance with Lease accessibility requirements will be completed prior to acceptance of the Space.

RLP NO. 0VA2222, PAGE 11 GSA FORM R101C (6/12)

2.08 FIRE PROTECTION AND LIFE SAFETY (JUN 2012)

The Lease contemplated by this RLP contains Building requirements for Means of Egress, Automatic Fire Sprinkler System, and Fire Alarm System. In order to be eligible for award, Offeror must either:

A. Verify in the Lease proposal that the Building in which Space is offered meets the Means of Egress, Automatic Fire Sprinkler System, and Fire Alarm System requirements of the Lease, OR

B. Include as a specific obligation in its Lease proposal that improvements to bring the Building into compliance with Lease requirements will be completed prior to acceptance of the Space.

2.09 SECURITY (JUN 2012)

The Lease contemplated by this RLP contains Building requirements and other obligations relating to Security. See the attachments to the Lease titled “Security Requirements” and “Security Unit Price List.” The Government determines security levels, requirements and standards for facilities and agency spaces based upon tenant agency mix, use of the Space, size of Space, number of employees, location of the facility, configuration of the site and lot, and public access into and around the facility.

The Security Unit Price List includes various improvements, services and permissions by the Lessor and the Government.

Each item is classified as part of the shell or tenant improvements or building-specific security. Offeror shall complete the form and submit it as part of its offer. There shall be no charge to the Government for any items that already exist in the offered Building or facility.

2.10 ENERGY INDEPENDENCE AND SECURITY ACT (SEP 2011)

A. The Energy Independence and Security Act (EISA) establishes requirements for Government leases relating to energy efficiency standards and potential cost effective energy efficiency and conservation improvements.

B. Unless one of the statutory exceptions listed in sub-paragraph C below applies, GSA may award a Lease for a Building only if the Building has earned the ENERGY STAR® label conferred by the U.S. Environmental Protection Agency (EPA) within the most recent year prior to the due date for final proposal revisions. The term “most recent year” means that the date of award of the ENERGY STAR® label by EPA must not be more than 1 year prior to the due date of final proposal revisions. For example, an ENERGY STAR® label awarded by EPA on October 1, 2010, is valid for all lease procurements where final proposal revisions are due on or before September 30, 2011. In lieu of the above, all new Buildings being specifically constructed for the Government must achieve an ENERGY STAR® label within 18 months after occupancy by the Government. In addition, Offerors of the following Buildings shall also have up to 18 months after occupancy by the Government, or as soon thereafter as the Building is eligible for Energy Star consideration, to achieve an Energy Star label: 1) All existing Buildings that have had an Energy Star label but are unable to obtain a label in the most recent year (i.e., within 12 months prior to the due date for final proposal revisions) because of insufficient occupancy; 2) Newly built Buildings that have used Energy Star’s Target Finder tool and either achieved a “Designed to Earn the Energy Star” certification or received an unofficial score (in strict adherence to Target Finder’s usage instructions, including the use of required energy modeling) of 75 or higher prior to the due date for final proposal revisions and who are unable to obtain a label in the most recent year because of insufficient occupancy; 3) An existing Building that is unable to obtain a label because of insufficient occupancy but that can produce an indication, through the use of energy modeling or past utility and occupancy data input into Energy Star’s Portfolio Manager tool or Target Finder, that it can receive an unofficial score of 75 or higher using all other requirements of Target Finder or Portfolio Manager, except for actual data from the most recent year. ENERGY STAR tools and resources can be found at

WWW.ENERGYSTAR.GOV.

C. EISA allows a Federal agency to lease Space in a Building that does not have an ENERGY STAR® Label if:

1. No Space is offered in a Building with an ENERGY STAR® Label that meets RLP requirements, including locational needs;

2. The agency will remain in a Building it currently occupies;

3. The Lease will be in a Building of historical, architectural, or cultural significance listed or eligible to be listed on the National Register of Historic Places; OR

4. The Lease is for 10,000 RSF or less.

D. If one or more of the statutory exceptions applies, and the offered Space is not in a Building that has earned the ENERGY STAR® Label within one year prior to the due date for final proposal revisions, Offerors are required to include in their lease proposal an agreement to renovate the Building for all energy efficiency and conservation improvements that it has determined would be cost effective over the Firm Term of the Lease, if any, prior to acceptance of the Space (or not later than one year after the Lease Award Date of a succeeding or superseding Lease). Such improvements may consist of, but are not limited to, the following:

1. Heating, ventilating, and air conditioning (HVAC) upgrades, including boilers, chillers, and Building Automation System (BAS)/Monitoring/Control System (EMCS).

2. Lighting Improvements.

3. Building Envelope Modifications.

NOTE: Additional information can be found on http://www.gsa.gov/leasing under “Green Leasing.”

RLP NO. 0VA2222, PAGE 12 GSA FORM R101C (6/12)

E. The term "cost effective" means an improvement that will result in substantial operational cost savings to the landlord by reducing electricity or fossil fuel consumption, water, or other utility costs. The term "operational cost savings" means a reduction in operational costs to the landlord through the application of Building improvements that achieve cost savings over the Firm Term of the Lease sufficient to pay the incremental additional costs of making the Building improvements.

F. Instructions for obtaining an ENERGY STAR® Label are provided at http://www.energystar.gov/eslabel (use “Portfolio Manager” to apply). ENERGY STAR® tools and resources can be found at www.energystar.gov. The ENERGY STAR® Building Upgrade Manual (http://www.energystar.gov/) and Building Upgrade Value Calculator (http:// www.energystar.gov/financialevaluation) are tools which can be useful in considering energy efficiency and conservation improvements to Buildings.

G. If one or more of the statutory exceptions applies, and the offered Space is not in a Building that has earned the ENERGY STAR® Label within one year prior to the due date for final proposal revisions, the successful Offeror will be excused from performing any agreed-to energy efficiency and conservation renovations if it obtains the Energy Star Label prior to the Government’s acceptance of the Space (or not later than one year after the Lease Award Date for succeeding and superseding leases).

H. If no improvements are proposed, the Offeror must demonstrate to the Government using the ENERGY STAR® Online Tools why no energy efficiency and conservation improvements are cost effective. If such explanation is unreasonable, the offer may be rejected.

I. All new Buildings being specifically constructed for the Government must achieve the ENERGY STAR® Label within 18 months after occupancy by the Government.

RLP NO. 0VA2222, PAGE 13 GSA FORM R101C (6/12)

SECTION 3 HOW TO OFFER

3.01 GENERAL INSTRUCTIONS (JUN 2012)

Offeror shall prepare a complete offer, using the forms provided with this RLP, and submit the completed lease proposal package to the Government as indicated below.

3.02 RECEIPT OF LEASE PROPOSALS (SEPT 2011)

A. Offeror is authorized to transmit its initial response and submittals required for initial offer, Part A, as outlined in Item #1 in Paragraph B, below, as an attachment to an email. Offeror's email shall include the name, address and telephone number of the Offeror, and identify the name and title of the individual signing on behalf of the Offeror. Offeror's signed Lease proposal must be saved in a generally accessible format (such as portable document format (pdf)), which displays a visible image of all original document signatures, and must be transmitted as an attachment to the email.

Only emails transmitted to, and received at, the GSA email address identified in the request for Lease proposals will be accepted. Offeror submitting a Lease proposal by email shall retain in its possession, and make available upon GSA's request, its original signed proposal. Offeror choosing not to submit its proposal via email may still submit its Lease proposal by United States mail or other express delivery service of Offeror's choosing. Offeror is NOT authorized to transmit any submittals other than those required for Part A, outlined in Item #1 in Paragraph B, below, as an attachment to email. All other components of Offeror’s lease proposal shall be submitted in physical form in accordance with the terms and conditions of this RLP.

B. Two (2) due dates have been established for this RLP. Specific information shall be due on each date, as outlined below.

1. Information submitted in accordance with this item may be submitted via email or in hard copy. No other submittals may be submitted via email. The following shall be required for initial offer, Part A:

In order for an offer to be considered for award, Offeror shall submit to the Contracting Officer, no later than 4:00 PM EST on _Wednesday, December 12, 2012_, the following:

Written statement from Offeror identifying offering entity responding to this RLP;

Written statement from Offeror confirming that a complete, responsive offer in full compliance with the requirements of this RLP will be submitted by the due date(s) established herein;

Evidence of ownership or control of building or site, in accordance with Section 3.06 of this RLP; and Evidence of disclosure of potential conflict of interest, in accordance with Section 3.06 of this RLP.

2. Information submitted in accordance with this item may NOT be submitted via email. All submittals provided in accordance with this item shall be submitted in physical form in accordance with the terms and conditions of this RLP. Offeror shall submit two (2) complete copies of its offer in hard copy (or other format as may be required by this RLP). Offeror shall also include a CD-ROM with its offer in Adobe PDF format. Offeror shall include with its offer a table of contents listing all components of the offer and their relative locations in the physical offer package. A table of contents shall also be provided for the electronic copy of the Offeror’s proposal and shall be included on the CD-ROM containing the Offeror’s proposal in Adobe PDF format. The following shall be required for initial offer, Part B:

In order for an offer to be considered for award, Offeror shall submit to the Contracting Officer, no later than 4:00 PM EST on _Wednesday, January 23, 2013_, the following:

Current and updated documents that were otherwise required by the first date established above;

Price and technical submittals required to fully and completely respond to this RLP; and Any and all additional documentation and submittals required by this RLP.

In order for an offer to be responsive to the RLP and eligible for award, Offeror shall submit required information by the due dates established in the RLP. Failure by Offeror to submit any required information by the dates established above may delay evaluation of an offer or may result in an offer being found nonresponsive, without further consideration or evaluation paid to your offer.

An offer submitted in response to this RLP shall be comprised of all information required by this RLP submitted on the dates due. Notwithstanding the fact that two (2) separate due dates have been established and different information is required to be submitted by each date, the Government is under no obligation to respond to or otherwise provide feedback regarding an Offeror’s submittals provided by the first due date established above. Offerors shall not expect feedback from the Government following submission of required information on the first due date and before the second due date. While clarifications or additional information may be requested during this time, the Government is under no obligation to request such or otherwise discuss submittals with Offerors prior to the second due date. Lack of discussion of submittals provided by the first due date, lack of request for clarifications related to submittals provided by

RLP NO. 0VA2222, PAGE 14 GSA FORM R101C (6/12)

the first due date, and/or lack of any other feedback regarding such by the Government shall in no way be considered by Offerors to be acceptance by the Government of Offeror’s submittals provided by first due date.

C. In order to be considered for award, offers conforming to the requirements of the RLP shall be received as follows:

1. Information to be submitted for Part A of the initial offer, required by the first due date, in accordance with Item #1 in Paragraph B, above, shall be received in one of the following ways:

a) No later than 4:00 PM EST on the following date at the following designated office and address:

Date: Wednesday, December 12, 2012

Office: U.S. General Services Administration, Public Buildings Service The Strawbridge’s Building – 8 th Floor

20 North Eighth Street Philadelphia, PA 19107 Attn: Christian Evans

b) No later than 4:00 PM EST on the following date at the following email address:

Date: Wednesday, December 12, 2012

Email: CHRISTIAN.EVANS@GSA.GOV

Office: U.S. General Services Administration, Public Buildings Service The Strawbridge’s Building – 8 th Floor

20 North Eighth Street Philadelphia, PA 19107 Attn: Christian Evans

2. Information required to be submitted for Part B of the initial offer, required by the second due date, in accordance with Item #2 in Paragraph B, above, shall be received no later than 4:00 PM EST on the following date at the following designated office and address:

Date: Wednesday, January 23, 2013

Office: U.S. General Services Administration, Public Buildings Service The Strawbridge’s Building – 8 th Floor

20 North Eighth Street Philadelphia, PA 19107 Attn: Christian Evans

D. Offers sent by United States mail or hand delivery (including delivery by commercial carrier) shall be deemed late if delivered to the address of the office designated for receipt of offers after the date and time established for receipt of offers.

E. Offer submittals for Part A, required by the first due date, which are transmitted through email, shall be deemed late if received at the designated email address after the date and time established unless it was received at the initial point of entry to the Government infrastructure not later than 5:00 p.m. one working day prior to the date specified for receipt of proposals. Offer submittals for Part B, required by the second due date, transmitted through email shall be unacceptable.

F. Offers delivered through any means authorized by the RLP may be also deemed timely if there is acceptable evidence to establish that it was received at the Government installation designated for receipt of proposals and was under the Government’s control prior to the time set for receipt of proposals; or if it was the only proposal received.

G. There will be no public opening of offers, and all offers will be confidential until the Lease has been awarded. However, the Government may release proposals outside the Government such as to support contractors to assist in the evaluation of offers. Such Government contractors shall be required to protect the data from unauthorized disclosure.

RLP NO. 0VA2222, PAGE 15 GSA FORM R101C (6/12)

3.03 PRICING TERMS (JUN 2012)

Offeror shall provide the following pricing information with its offer:

A. GSA Form 1217, Lessor’s Annual Cost of Services. Complete all sections of the 1217.

B. GSA Form 1364C-STANDARD, Proposal to Lease Space. Complete all sections of the 1364C, including, but not limited to:

1. A fully serviced Lease rate per ABOA and RSF, clearly itemizing both the total Building shell rental, and TI rate, Building specific amortized security rate, operating costs, and parking (itemizing all costs of parking above base local code requirements, or otherwise already included in shell rent).

2. Improvements. All improvements in the base Building, lobbies, common areas, and core areas shall be provided by the Lessor, at the Lessor’s expense. This Building shell rental rate shall include, but is not limited to, property financing (exclusive of TIs), insurance, taxes, management, profit, etc., for the Building.

The Building shell rental rate shall also include all basic Building systems and common area buildout, including base Building lobbies, common areas, core areas, etc., exclusive of the ABOA Space offered as required in this RLP.

3. The annual cost per ABOA and rentable square foot (RSF) for the cost of services and utilities. This equals line 27 of GSA Form 1217, Lessor’s Annual Cost Statement, divided by the Building size (shown on the top of both GSA Form 1364C, Proposal to Lease Space, and Form 1217) for ABOA and RSF, respectively.

4. The annual rent to amortize the Tenant Improvement Allowance (TIA). Such amortization shall be expressed as a cost per ABOA and RSF per year. This shall be all alterations for the the Space above the Building shell buildout. Such alterations shall be described and identified in the drawings used to construct the Space. The TIA, which is to be provided by the Lessor to the Government for TIs, shall be made available at lease execution. If the Offeror chooses to amortize the TI for a period exceeding the Firm Term of the lease, the Offeror shall indicate the extended time in the offer.