1 - Bid Package - Master IPA 2026.pdf

Invitation for Bid for

Master Installment Purchase Agreement and Payment Schedule (“MIPA”)

Financing

Contract No.

DGS MIPA 2026

Harrisburg, Pennsylvania

DGS Invitation for Bid Master Installment Purchase Agreement

TABLE OF CONTENTS

1. Part 1: Notice to Bidders

2. Part 2: Instructions to Financial Bidders

3. Part 3: General Information

4. Part 4: Financial Bid

5. Part 5: Certification and Bid Signature Page

6. Part 6: Responsiveness Checklist

7. Appendix A: Commonwealth Standard Terms and Conditions

8. Appendix B: Sample Master Installment Purchase Agreement and Payment Schedule

Sample GESA Contract

Note:

Please read all pages of this Invitation for Bid (“IFB”). A responsiveness checklist is provided for bidder convenience and should not be returned to the Department of General Services (“Department”). All other pages must be completed and properly signed and sealed by the bidder before returning to the Department. If a bidder wishes to have a copy of its bid proposal, it should make copies before submission to the Department. The Department will not provide any bidders with a copy.

DGS Invitation for Bid

PART 1: NOTICE TO FINANCIAL BIDDERS

Master Installment Purchase Agreement and Payment Schedule (“MIPA”)

Department of General Services

Office of Energy and Resource Management 401 North Street, Harrisburg, Pennsylvania 17120

It is the responsibility of each bidder to ensure that its bid is received by the Department by the date and prior to the time set for bid opening. Bids received by the Department after the set Bid Opening Date and time will be rejected.

IFB Date of Issue 7/21/2026 Financing Master Installment Purchase Agreement and Payment Schedule

(“MIPA”)

Project Location Various locations throughout Pennsylvania

Agency Department of General Services (“Department”) Bid Opening Date and Time 08/18/2026 at 2:00 pm

Contract Numbers DGS MIPA 2026 Proposed Term of Financing Twenty-four months, starting on the effective date of the MIPA --i.e., the date that the MIPA is fully executed.

Proposal Period 60 Days allowed from Bid Opening until Notice of Selection

Interest Rate Hold Bid interest rate shall be held by bidder for 120 days from the date and time of bid opening.

Mandatory Vendor Registration

All bidders must be registered to the Pennsylvania Supplier Portal and must have a current and active PA Vendor Number. Register at www.pasupplierportal.state.pa.us

Issuing Office Department of General Services Energy & Resource Management Office ATTN: Becky Tomlinson / Bidder Services 401 North Street Room 403 North Office Building Harrisburg, PA 17120

Contact Personnel Becky Tomlinson

(717) 705-5946 retomlinso@pa.gov

Pre-Bid Conference No pre-bid conference will be scheduled.

mailto:retomlinso@pa.gov

PART 2: INSTRUCTIONS TO FINANCIAL BIDDERS

Master Installment and Purchase and Payment Schedule (“MIPA”)

FAILURE TO COMPLY WITH THESE INSTRUCTIONS MAY RESULT IN THE

REJECTION OF THE BID AS NOT RESPONSIVE.

SECTION 1. FINANCING TO BE PROVIDED. The financing to be provided is for

Guaranteed Energy Savings Act (“GESA”) Contracts to Funding Agencies as described in the IFB.

The successful bidder that will be awarded will be the Financial Provider (“Financer”) and will be required to execute the MIPA included in the bid documents.

SECTION 2. INTERPRETATION OF BIDDING DOCUMENTS.

A. Requests for Interpretation (“RFI”) during the bid stage must be submitted in writing, via email, to the name and address found in the Notice to Bidders. All RFIs related to proposed project work (“Work”) or proposed contract documents must be submitted in writing to the Department no later than the close of business five (5) days prior to the Bid Opening Date. The Department will consider only written RFIs received no later than five (5) days prior to the date fixed for the opening of bids. If a request is received within five (5) days of the Bid Opening Date, the Department may, in its sole discretion, answer the request. Requests via email shall be considered “written” requests.

B. NEITHER THE DEPARTMENT NOR ANY REPRESENTATIVE OF THE FUNDING AGENCY

SHOULD BE ASKED TO PROVIDE ANY ORAL INTERPRETATION TO ANY BIDDER RFI OF THE

GESA CONTRACT DOCUMENTS. ANY CONVERSATION BETWEEN A BIDDER AND EITHER

THE DEPARTMENT, OR A REPRESENTATIVE OF A FUNDING AGENCY, SHOULD NOT BE

RELIED UPON BY ANY BIDDER, IS NOT BINDING UPON THE DEPARTMENT, AND SHALL

NOT BECOME PART OF THE MASTER INSTALLMENT PURCHASE AGREEMENT UNLESS THE

INFORMATION SUBSEQUENTLY APPEARS IN A WRITTEN BULLETIN.

C. The Department’s response to any RFI will be in the form of a written bulletin. The

Department will forward all bulletins to all bidders that obtained bidding documents for the Project. All bulletins become a part of the MIPA, and all bidders are bound by all bulletins issued on the Project.

SECTION 3. SUBMISSION OF BIDS. All bids shall be submitted on forms prepared by the Department. Bidders should retain a copy for their own use. All entries on the bid must be in ink or typewritten, preferably in blue ink to indicate original writing. In case of discrepancy between the words and numbers, the written words are the bid price. Bid forms must be completed. If the Interest Rate, Market Index, Spread (basis points), or Other Fees on the GESA Financial Bid form are not completed, the Bid will be rejected as non-responsive.

SECTION 4. SIGNING THE BID. The bidder must sign the bid correctly as described in the bid documents. Signatures may be electronically signed in accordance with the Electronic

DGS Invitation for Bid

Transaction Act, 73 P.S. § 2260.301 et seq. If not electronic, the signature must be an original and hand-scripted. If the bid is submitted by a corporation, the Chairman, President, Vice- President, Senior Vice-President, Executive Vice-President, Assistant Vice-President, Chief Executive Officer or Chief Operating Officer must sign; if a sole proprietor, the owner must sign;

if a general or limited partnership, a general partner must sign; if a limited liability company, a member must sign, unless it is a managed by a manager, in which case, the manager must sign;

otherwise a resolution indicating authority to bind the corporation must be attached to this agreement.

If the “Certification and Bid Signature Page” is left blank, the bid will be deemed void and the bid WILL BE REJECTED by the Department. The bidder will NOT be given any opportunity to sign the page after the time and date of the bid opening. A signature appearing at any other place in the bid package shall not be sufficient to substitute for the lack of a signature on the Certification and Bid Signature page.

SECTION 5. AWARD TO A DOMESTIC AND FOREIGN BUSINESS.

A. No contract will be awarded to a domestic business unless the bidder has complied with, or agreed to comply with, the registration requirements under the Business Corporation Law of 1988 (15 Pa. C.S. §1101-§4131) or the Pennsylvania Uniform Partnership Act of 2016 (15 Pa. C.S. §8411-§8486), or the Pennsylvania Uniform Limited Partnership Act of 2016 (15 Pa. C.S. §8611-§8695), or the Pennsylvania Uniform Limited Liability Company Act of 2016 (15 Pa. C.S. §8811-§8898), or the Fictitious Names Act (54 Pa. C.S. §301-§332).

B. No contract will be awarded to a bidder which is a foreign business unless the bidder has complied with or agreed to comply with Chapter 4 (relating to Foreign Associations) of Title 15 Corporations and Unincorporated Associations (15 Pa. C.S. §402-§419).

SECTION 6. TIMELY DELIVERY OF BID PROPOSAL. The bidder must submit its bid to the Department prior to the time scheduled for bid opening, regardless of the delivery method used. Any bid received after the time set for the bid opening will be returned to the bidder without being considered by the Department. The bid will not be returned if it is not possible to determine the identity and address of the bidder.

SECTION 7. DELIVERY OF BID IN CLEARLY MARKED ENVELOPE. All bids must be submitted in a sealed envelope clearly marked on the outside with the contract number and the Bid Opening Date and time. If the bid envelope is to be enclosed in another envelope for the purpose of express-type delivery, the exterior envelope shall be clearly marked as a bid and the contract number and Bid Opening Date and time shall be on the exterior envelope.

A. Submission of Bid by Mail. If submitted by mail, the envelope must be sent to the address for receiving bids noted in the "Notice to Bidders" and should be sent Return Receipt Requested.

B. Submission of Bid by other than Mail. If submitted other than by mail, the bid must be delivered to the address noted on the Notice to Bidders prior to the time stated.

C. Submission of Bid by Hand Delivery. Photographic identification and proof of authorization will be required from individuals who are hand-delivering bids.

SECTION 8. WITHDRAWAL OR MODIFICATION OF A BID PRIOR TO BID OPENING.

A. Complete Withdrawal Before Bid Date or Time. A Bid may be withdrawn by written notice or in person by the bidder or the bidder’s authorized representative before the exact date and time set for the opening of bids. If the Bid is withdrawn in person by an authorized representative, the representative must provide photographic identification and proof of authorization, preferably on the bidder’s letterhead, and sign a receipt for the Bid.

B. Modification Before Bid Date or Time of a Bid of Bid Already Submitted but Not

Opened. If, before the time of the bid opening, a bidder wishes to modify a bid already delivered to the Department, the bidder or its authorized representative (if their identity is made known through photographic identification and proof of authorization) may request that the Department return the bid, but only if the bidder’s representative signs a receipt for the bid before the exact hour and date set for the opening of bids. The bidder or their authorized representative may then modify the bid and resubmit the bid so long as the modified bid complies with the requirements set forth in these Instructions to Financial bidders for GESA Projects. The Department will not, under any circumstances, open a bid before the Bid Opening Date and time.

SECTION 9. BID OPENING PROCEDURE. Bids will be opened and read aloud publicly in the presence of one or more witnesses at the Issuing Office at the time designated in the Notice to Bidders. No inspection or photocopies of any bid proposal will be made at the bid opening. The amount of each bid, together with the name of each bidder will be recorded. Such recorded information shall be considered unofficial and shall be open to public inspection after the bid opening. The bid tab, listing the bidders and their bid amount, will formally be made available on the Department of Energy & Resource Management’s webpage typically within (3) three business days.

SECTION 10. REJECTION OF BID. The Department reserves the right to reject any or all bids or parts of a bid. A bid may be rejected if it shows any omission, alterations of form, additions or deductions not called for, conditional language or uninvited alternate bids, or irregularities of any kind. However, the Department reserves the right to waive technical defects or irregularities on bids. The Department may reject the bid of any bidder failing to meet the requirements of these Instructions to Financial bidders or any other requirements of bidders set forth in the Bidding Documents.

SECTION 11. WITHDRAWAL OF BIDS AFTER BID OPENING. Within three (3) days after the opening of the bids, but before award, a bidder may request permission to withdraw its entire bid if it submits a request, by email or mail, to the Issuing Office. The request must be addressed to the Director of the Energy and Resource Management Office. The request will not be considered received unless it is directed as set out in this section. With the request for withdrawal, the bidder must submit evidence that the reason for withdrawal is a clerical mistake as opposed to a judgment mistake and was due to an unintentional arithmetical error.

SECTION 12. EXPERIENCE QUESTIONNAIRE AND FINANCIAL STATEMENT PROVIDED

ON REQUEST. At the Department’s request, or if specifically required by the bid, bidders shall file an experience questionnaire and financial statement with the Department on the form provided by the Department. The questionnaire and statement shall be certified to be true and correct by an affidavit sworn to or affirmed before a Notary Public, or other officer empowered to administer oaths or affirmations. Falsification of any requested information shall result in a rejection of the bid as not responsible, forfeiture of the bid bond, or cancellation of the Contract Award.

SECTION 13. COLLUSIVE BIDS WILL BE REJECTED. The bids of any bidder that engages in collusive bidding will be rejected. Any bidder who submits more than one bid in such manner as to make it appear that the bids submitted are on a competitive basis from different parties will be considered a collusive bidder. Submission of collusive bids will result in a bidder being rejected as not responsible for subsequent projects. Nothing in this Section prevents a bidder from superseding a bid by submitting a subsequent bid, delivered prior to bid opening, which expressly revokes the previous bid.

SECTION 14. BID PROTEST PROCEDURE. The Commonwealth Procurement Code (62

P.C. §1711.1, as amended) governs the protest procedure, which is summarized below. In the event this general description conflicts with the statute, the statutory language controls.

A. Who may File. Any bidder or prospective bidder who is aggrieved in connection with the bid or the award of a contract resulting from the bid may file a protest.

1. “Prospective bidder” is an entity that has not submitted a bid in response to the Notice to bidders.

2. “bidder” is an entity that has submitted a bid in response to the Notice to bidders.

B. Time Limits.

1. If a protest is filed by a Prospective bidder, a protest must be filed prior to the Bid

Opening Date and time established in the Notice to bidders by either email or regular mail.

a. EMAIL. Prospective bidders may complete and submit a Protest Form. The Form is available under the Invitation Documents tab in the Package Invitation to Bid for the Project. The Form, along with any supporting documentation, must be emailed as indicated on the Bid Protest Form.

b. MAIL. Prospective bidders may file a protest, in writing, with the Issuing Office, Department of General Services, 401 North Street, Room 403 North Office Building, Harrisburg, PA 17120.

2. If a protest is filed by a bidder, the protest must be filed within seven (7) days after the protesting bidder knew or should have known of the facts giving rise to the protest, except in no event may a protest be filed later than 7 days after the date the contract was awarded. Bidders must file protests by either email or mail.

DGS Invitation for Bid

3. Filed – is defined as the date upon which the Issuing Office receives the written protest.

4. If the bidder fails to file a bid protest or files an untimely protest, they shall be deemed to have waived the right to protest the solicitation or award of the contract in any forum. Untimely protests will be disregarded by the Department.

C. The Department may cancel an IFB or may reject all bids at any time prior to the time a contract is executed by all parties when it is in the best interests of the Commonwealth.

The bidder may not submit a protest relating to cancellation of the bid or rejection of all bids.

D. A protest must state all grounds upon which the protestant asserts the solicitation or award of the contract was improper. The protestant may submit with the protest any documents or information it deems relevant to the protest.

E. The full text of the Bid Protest Procedure can be found at 62 Pa. C.S §1711.1 et seq.

SECTION 15. BIDDER CERTIFIED NOT UNDER DEBARMENT. The bidder must certify that it is not currently suspended or debarred by the Commonwealth, any other state, or the federal government. If the bidder cannot make this certification, it must submit a written explanation with its bid explaining why the certification cannot be made.

SECTION 16. REIMBURSEMENT OF COSTS OF INSPECTOR GENERAL INVESTIGATION.

The Financer shall reimburse the Commonwealth for the reasonable costs of investigation incurred by the Office of Inspector General for investigations of the Contractor's compliance with the terms of this or any other agreement between the Financer and the Commonwealth which results in the suspension or debarment of the Financer. Such costs shall include, but not be limited to, salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor shall not be responsible for investigative costs for investigations which do not result in the Financer's suspension or debarment.

SECTION 17. CURRENT LIST OF SUSPENDED AND DEBARRED ENTITIES. The Financier may obtain the current list of suspended and debarred Entities by referring to the Department of General Services’ Construction and Public Works website.

SECTION 18. ASSIGNMENT OF ANTITRUST CLAIMS. The Financer and the

Commonwealth recognize that, in actual economic practice, overcharges by the Financer’s consultants, resulting from the violations of State or Federal antitrust laws, are, in fact, borne by the Commonwealth. As part of the consideration for the award of this contract, the Financer assigns to the Commonwealth all right, title and interest in, and to, any claims the Financer now has, or may acquire, under State or Federal antitrust laws relating to the goods or services, which are the subject of this contract.

SECTION 19. AWARD. If the Department makes an award, it will be to the responsible bidder with the lowest Interest Rate, Market Index, Spread (basis points), and Other Fees, within

DGS Invitation for Bid

60 days from the Bid Opening Date. The 60-day period may be extended by written consent of the lowest responsible bidder(s). Notice of Award of Contract will be made by letter mailed to the Financer and will be effective upon the date the Department mailed the Notice of Award. If the lowest bidder withdraws its bid, declines to extend the bid, or refuses the Award of Contract, the Department may award the MIPA to the next lowest responsible bidder or reject all bids and re-bid the Financing. There is no Contract with the Commonwealth until all parties have fully executed the MIPA.

SECTION 20. EXECUTION OF MIPA. Within ten (10) days after receipt of the MIPA, the successful bidder must:

A. Sign and return the MIPA to the Department, Room 403, 401 North Street, Harrisburg, Pennsylvania 17120; in care of the Energy and Resource Office, or emailed to the GESA administrator and

B. After all Commonwealth signatures are obtained and the MIPA is fully executed, the

Department will forward a written execution notification and an executed MIPA to the successful bidder.

C. A stamped “Approved Electronically” or similar wording by the Commonwealth on the

MIPA signature page constitutes a valid, binding contract with the Commonwealth and represents that all approvals required by Commonwealth contracting procedures have been obtained.

SECTION 21. FAILURE TO EXECUTE MIPA. Failure or refusal of the Financer to properly execute the MIPA within the 10-day time will be viewed as a refusal to accept the Award. If the successful bidder refuses to accept the award or properly execute the MIPA within the 10-day time, the Department may award the MIPA to the next lowest responsible bidder or reject all bids and re-bid the Financing.

SECTION 22. COMMONWEALTH STANDARD TERMS AND CONDITIONS. During the term of any contract resulting from this IFB, the Financer shall comply with the Commonwealth Standard Terms and Conditions stipulated in Appendix A. Where the terms and conditions refers to “Contractor,” it means “Financer.”

PART 3: GENERAL INFORMATION

Master Installment and Purchase and Payment Schedule (“MIPA”)

1. PURPOSE

A. The purpose of this IFB is to solicit competitive sealed bids from financial entities

(“bidders”) for financing of multiple Commonwealth of Pennsylvania GESA projects for a set term.

B. The financing arrangement takes the form of the MIPA entered between the awarded bidder (“Financer”) and the Department providing mainly for:

1. Entering a MIPA for purchases on an installment payment basis for financing of

GESA projects by the Department on behalf of itself and GESA projects by other Commonwealth of Pennsylvania Agencies. The Department and other Commonwealth of Pennsylvania Agencies are referred to individually as “Funding Agency” and collectively as “Funding Agencies”, and

2. Payment to the Financer by Funding Agencies pursuant to a MIPA. A sample MIPA (“Appendix B”), in substantial form, will be entered between the Financer and the Department as a result of the award of this IFB.

C. This IFB, the resulting MIPA, and related documents in no way conveys exclusive financing rights to the Financer. The Commonwealth of Pennsylvania reserves the right to obtain financing outside of this IFB as it freely desires, in addition to financing to be provided under any agreement that should result from this IFB.

2. SCOPE OF SERVICE

A. Terms of the MIPA: The MIPA provides for the Tax-Exempt lease financing of GESA projects upon Financer and Funding Agencies entering a Schedule, as stipulated in the appended sample MIPA. The rate of interest to be charged for each financing (i.e., each GESA project that is the subject of a Schedule) will be determined and fixed on the acceptance date of the Schedule using the interest rate provided in the awarded bid and adjusted per the Index as defined in the awarded bid.

Payments will generally be calculated on a level payment basis using a single fixed rate of interest for a maximum of a twenty (20) year term. Payments may be monthly, semi-annually, or annually and will continue for the specified financing term or until prepaid in accordance with the MIPA.

The financing term of this MIPA is for a twenty-four month period, starting on the effective date (i.e., the date that this MIPA is fully executed) or until a total of $100,000,000 has been financed, whichever occurs first. The Department may opt to extend the MIPA for an additional twelve-month period or increase the amount to be financed by up to an additional $30,000,000, or both, upon mutual written agreement between the Financer and the Department.

DGS Invitation for Bid

Upon establishment of a project and award to a GESA Contractor under the Department’s GESA Program, the applicable Funding Agency will submit and enter a Schedule with the Financer. The Commonwealth of Pennsylvania agency that enters the Schedule with the Financer is the agency bound by the terms and provisions of the MIPA and is the entity responsible for making payments to the Financer in accordance with the Schedule and

MIPA.

Under the terms of the MIPA, the Financer will review the credit worthiness of each Funding Agency that submits a Schedule for financing under the MIPA and will have the ability to reject any Funding Agency that does not meet the Lessor’s lending and leasing financial criteria. It is the intent of the terms of the MIPA to provide financing to “like or similar” credits, meaning each qualifying applicant will be eligible for, and that payment will be subject to, an annual State appropriation.

2. ENERGY PROJECTS TO BE FINANCED

A. Projects to be financed under this MIPA consist of equipment or services that reduce energy consumption or operating costs as may be permitted by the Pennsylvania’s Guaranteed Energy Savings Act, 62 Pa. C.S. §§ 3751 – 3758. Each GESA project financed will be equal to or greater than $100,000 and is subject to Financer’s approval based on Financer’s lending and leasing financial criteria.

3. INTEREST RATE AND PAYMENT

A. The Funding Agency whose name appears on respective Schedules will make installment payments directly to the Financer in equal monthly, semi-annual, or annual installments based on the interest rate in Financer’s bid and as adjusted per the Index provided in the bid and as defined in the MIPA.

4. ESCROW FEES

A. There will be no fee charged by the Financer or Escrow Agent for the opening and maintaining of escrow accounts.

[Bid Submission Follows.]

CONTRACT NO. DGS MIPA 2026

INVITATON FOR BIDS

FOR

MASTER INSTALLMENT PURCHASE AGREEMENT FINANCING

BULLETIN INFORMATION: Bidder acknowledges receipt of the following Bulletin(s) and agrees they are part of this Bid Proposal.

Bulletin #___ Issue Date: ____________ Bulletin #___ Issue Date:____________

Bulletin #___ Issue Date: ____________ Bulletin #___ Issue Date:____________

Bulletin #___ Issue Date: ____________ Bulletin #___ Issue Date:____________

BID SUBMISSION

MASTER INSTALLMENT

PURCHASE AGREEMENT AND

PAYMENT SCHEDULE FINANCING

401 North Street

Harrisburg, PA 17125

Do not write in space below Date:

Bid Opening Witness:

Legal Review:

Bidder Phone #:

Bidder Email:

Bidder Federal ID #:

Vendor ID #:

Bidder Name and Address:

INTEREST RATE AND MARKET INDEX

Funding Placement Private

Repayment Period (commencing 12 months after final completion)

Up to 18 years depending on the specifics of the GESA project being financed

Payment Structure (commencing 12 months after final completion)

Monthly or Annually (indicate which)

*Interest Rate

*Market Index

*Spread (basis points)

*Other fees (if applicable and include explanation)

*These items are required to be completed. If they are not completed and shown on this form, the Bid may be rejected as non-responsive.

BIDDER ORGANIZATIONAL INFORMATION

BIDDER ORGANIZATION (Check applicable box)

The bidder is a corporation, limited liability company, or partnership organized and existing under the laws of

Pennsylvania and has been granted a certificate of authority to do business in Pennsylvania as required by the Business Corporation Law of 1988, as amended.

OR

The bidder is a corporation organized and existing under the laws of __________________ and has or has not

(circle one) been granted a certificate of authority to do business in Pennsylvania as required by the Business Corporation Law of 1988 (15 Pa. C.S. §4121-§4131), as amended.

OR

The bidder is a limited liability company organized and existing under the laws of __________________ and has or has not (circle one) registered to do business in Pennsylvania as required by the Limited Liability Company Law of 1994 (15 Pa. C.S. §8981-§8982), as amended.

OR

The bidder is a limited partnership organized and existing under the laws of __________________ and has or has not (circle one) registered to do business in Pennsylvania as required by the Partnership Code (15 Pa. C.S.

§8581-§8590), as amended.

OR

The bidder is an individual or partnership trading under a fictitious or assumed name and has or has not (circle one) registered under the Fictitious Names Act (54 Pa. C.S. §301-§332), as amended.

BIDDER RESIDENCE INFORMATION

Bidder has a bona fide establishment in Pennsylvania at which it was transacting business when the Notice to Bidders for this Project was issued?

If “Yes”, insert address below if different than address on page 1:

If “No”, insert bidder’s office address if different than address on page 1.

DGS Invitation for Bid

Certification and Bid Signature

After examination of the contract documents including the Master Installment Purchase Agreement and Payment Schedule (“MIPA”) and issued Bulletins, the undersigned bidder submits this Bid Proposal and certifies by signing that:

1. Bidder is the only person(s) interested in this Bid as principal and this Bid Proposal is submitted without collusion with any person, firm, or corporation; and

2. Bidder will execute the MIPA within ten (10) days after receipt of the documents; and

3. Bidder agrees to provide the funding to complete the work set forth in future GESA Contract documents and Investment Grade Audits. It is understood that the first payment of the Payment Schedule is not due until twelve (12) months after the financed GESA Projects are completed; and

4. Bidder agrees that the Department reserves the right to reject this and any or all Bid Proposals, or any part of a Bid Proposal, or to waive technicalities required for the best interests of the Commonwealth;

and

5. Bidder understands and acknowledges that all information provided by, and representations made by, the bidder in the Bid Proposal is material and important and will be relied upon by the Issuing Office in awarding the contract(s). Any misstatement shall be treated as fraudulent concealment from the Issuing Office of the true facts relating to the submission of this bid. A misrepresentation shall be punishable under 18 Pa. C.S. § 4904; and

6. Bidder agrees that the Commonwealth of Pennsylvania may offset all or a portion of any payments that may become due and owing under the contract for this project against any debts owed to any other Commonwealth of Pennsylvania agency; and

7. The bid is made in good faith and not pursuant to any agreement or discussion with, or inducement from, any firm or person to submit a complementary or other noncompetitive bid; and

8. To the best knowledge of the person signing the bid, bidder, its affiliates, subsidiaries, officers, directors, and employees are not currently under investigation by any governmental agency and have not in the last three (3) years been convicted or found liable for any act prohibited by State or Federal law in any jurisdiction, involving conspiracy or collusion with respect to bidding or proposing on any public contract, except as disclosed by the bidder in its bid; and.

9. To the best of the knowledge of the person signing the Bid Proposal for the bidder and except as otherwise disclosed by the bidder in its bid, the bidder has no outstanding, delinquent obligations to the Commonwealth including, but not limited to, any state tax liability not being contested on appeal or other obligation of the bidder that is owed to the Commonwealth; and.

10. Bidder is not currently under suspension or debarment by the Commonwealth, or any other state, or the federal government; and

DGS Invitation for Bid

11. Bidder has not, under a separate contract with the Issuing Office, made any recommendations to the

Issuing Office concerning the need for the services described in the bid or the specifications for the services described in the bid; and

12. Bidder, by submitting its bid, authorizes all Commonwealth agencies to release to the Commonwealth information related to liabilities to the Commonwealth including, but not limited to, taxes, unemployment compensation, and workers’ compensation liabilities; and

13. Until the awarded bidder receives a fully executed MIPA from the Issuing Office there is no legal and valid contract, in law or in equity, and the bidder should not begin to perform Work; and

14. Bidder agrees to comply with the Non-Discrimination Sexual Harassment Clause in the MIPA and is aware that implementation of nondiscrimination and equal opportunity is the policy of the Commonwealth of Pennsylvania. The Department has established a method of administration to assure that all contracting agencies and contractors are accorded equal employment opportunity without regard to race, color, national origin, ancestry, religious creed, age, or sex; and

15. The person(s) signing this bid certifies that the information in this Bid Proposal is true and correct to the best of their knowledge and that the person(s) is authorized to represent the bidder in connection with this certification

I state that ___________________________________ (Name of bidder) submits this Bid Proposal and understands and acknowledges that the above representations (1 through 15) are material, important, and will be relied upon by the Department of General Services in awarding the MIPA for which this bid is submitted. I understand and my firm understands that any misstatement in this affidavit is and shall be treated as fraudulent concealment from the Department of General Services of the true facts relating to the submission of this bid.

[Signature Page Follows.]

BIDDER IS A PARTNERSHIP:

Witness: By:

General Partner Date

BIDDER IS A LIMITED LIABILITY COMPANY:

Attest: By:

Manager/General Partner Date

OR

BIDDER IS A CORPORATION:

Attest: By:

Secretary/Treasurer (Vice) President Date

RESPONSIVENESS CHECKLIST

This checklist is only provided as a courtesy to assist bidders in submitting a responsive bid.

Compliance with the checklist does not guarantee a responsive bid. The checklist should not be returned to the Department since it will not be used to review the bid package.

YES NO

Bidder has acknowledged receipt of any Bulletins under “BULLETIN

INFORMATION”

Bidder has ensured the MIPA Financial Bid form is fully complete

Bidder has completed the Bid Signature Page

Bidder has ensured that the Bid Signature Page is signed by authorized person

APPENDIX A

Commonwealth Standard Terms and Conditions

DGS Updated 04.21.26

APPENDIX A

Commonwealth Standard Terms and Conditions (Revised - 10/1/2023)

1. DEFINITIONS.

Capitalized terms used in these Commonwealth standard terms and conditions that are not otherwise defined in these provisions have the meanings specified in the contract to which it is attached.

2. ENHANCED MINIMUM WAGE.

a. Enhanced Minimum Wage. Contractor shall pay no less than $15.00 per hour to its employees for all hours worked directly performing the services called for in this contract/lease, and for an employee’s hours performing ancillary services necessary for the performance of the services or lease when the employee spends at least 20% of their time performing ancillary services in a given work week.

b. Adjustment. Beginning July 1, 2023, and annually thereafter, the minimum wage rate will be increased by an annual cost-of-living adjustment using the percentage change in the Consumer Price Index for All Urban Consumers (CPI-U) for Pennsylvania, New Jersey, Delaware, and Maryland. The Commonwealth will publish applicable adjusted amount in the Pennsylvania Bulletin by March 1 of each year to be effective the following July 1.

c. Exceptions. These Enhanced Minimum Wage Provisions do not apply to employees

i. Exempt from minimum wage under the Minimum Wage Act of 1968;

ii. covered by a collective bargaining agreement;

iii. required to be paid a higher wage under another state or federal law governing the services, including the Prevailing Wage Act and Davis-Bacon Act; or

iv. required to be paid a higher wage under any state or local policy or ordinance.

d. Notice. The Contractor shall: (1) post this Enhanced Minimum Wage Provision for the entire period of the contract conspicuously in easily-accessible and well-lighted places customarily frequented by employees at or near where the contracted services are performed; or (2) for the entire period of the contract, provide electronic notice of this clause to its employees not less than annually.

e. Records. Contractor must maintain and, upon request and within the time periods requested by the Commonwealth, provide to the Commonwealth all employment and wage records necessary to document compliance with these Enhanced Minimum Wage Provisions.

f. Sanctions. Contractor’s failure to comply with these Enhanced Minimum Wage Provisions may result in the imposition of sanctions, which may include, but are not limited to, termination of the contract or lease, nonpayment, debarment, or referral to the Office of General Counsel for appropriate civil or criminal referral.

g. Subcontractors. The Contractor shall include these Enhanced Minimum Wage

Provisions in its subcontracts under this contact or lease to ensure that these provisions are binding on its subcontractors.

3. INDEMNIFICATION.

a. Contractor Obligations. The Contractor shall indemnify the Commonwealth against all third-party claims, suits, demands, losses, damages, costs, and expenses, including without limitation, litigation expenses, attorneys' fees, and liabilities, arising out of or in connection with any activities performed by the Contractor or its employees and agents that are related to this contract, as determined by the Commonwealth in its sole discretion.

b. Commonwealth Attorneys Act. The Commonwealth shall provide the Contractor with prompt notice of any claim or suit of which it learns. Pursuant to the Commonwealth Attorneys Act (71 P.S. Section 732-101, et seq.), the Office of Attorney General (OAG) has the sole authority to represent the Commonwealth in actions brought against the Commonwealth. The OAG may, however, in its sole discretion and under any terms as it deems appropriate, delegate its right of defense. If OAG delegates the defense to the Contractor, the Commonwealth will cooperate with all reasonable requests of Contractor made in the defense of such suits.

c. Settlement. Notwithstanding the above, neither party may enter into a settlement of any claim or suit without the other party's written consent, which will not be unreasonably withheld. The Commonwealth may, in its sole discretion, allow the Contractor to control the defense and any related settlement negotiations.

4. NONDISCRIMINATION/SEXUAL HARASSMENT.

a. Representations. The Contractor represents that it is presently in compliance with and will remain in compliance with all applicable federal, state, and local laws, regulations, and policies relating to nondiscrimination and sexual harassment for the term of the contract. The Contractor shall, upon request and within the time periods requested by the Commonwealth, furnish all necessary employment documents and records, including EEO-1 reports, and permit access to its books, records, and accounts by the Commonwealth for the purpose of ascertaining compliance with provisions of this Nondiscrimination/Sexual Harassment Clause.

b. Nondiscrimination/Sexual Harassment Obligations. The Contractor shall not:

i. in any manner discriminate in the hiring of any employee(s) for the manufacture of supplies, performance of work, or any other activity required under this contract or any subcontract, by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the Pennsylvania Human Relations Act (“PHRA”) and applicable federal laws, against any citizen

DGS Invitation for Bid of this Commonwealth who is qualified and available to perform the work to which the employment relates.

ii. in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the PHRA and applicable federal laws, against or intimidate any employee involved in the manufacture of supplies, the performance of work, or any other activity required under this contract.

iii. in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the PHRA and applicable federal laws, in the provision of services under this contract.

iv. in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of PHRA and applicable federal laws, against any subcontractor or supplier who is qualified to perform the work to which this contract relates.

v. in any manner discriminate against employees by reason of participation in or decision to refrain from participating in labor activities protected under the Public Employee Relations Act, Pennsylvania Labor Relations Act or National Labor Relations Act, as applicable and to the extent determined by entities charged with such Acts’ enforcement and shall comply with any provision of law establishing organizations as employees’ exclusive representatives.

c. Establishment of Contractor Policy. The Contractor shall establish and maintain a written nondiscrimination and sexual harassment policy that complies with the applicable law and these Nondiscrimination/Sexual Harassment provisions and shall inform its employees in writing of the policy. The policy must contain a provision that states that sexual harassment will not be tolerated and employees who practice it will be disciplined.

For the entire period of the contract, the Contractor shall: (1) post its written nondiscrimination and sexual harassment policy or these Nondiscrimination/Sexual Harassment provisions conspicuously in easily accessible and well-lighted places customarily frequented by employees at or near where the contracted services are performed; or (2) provide electronic notice of the policy or this clause to its employees not less than annually.

d. Notification of Violations. The Contractor’s obligations pursuant to these provisions are ongoing from the effective date and through the termination date of the contract.

Accordingly, the Contractor shall notify the Commonwealth if, at any time during the term of this contract, it becomes aware of any actions or occurrences that would result in violation of these provisions.

e. Cancellation or Termination of Contract. The Commonwealth may cancel or terminate this contract and all money due or to become due under this contract may be forfeited for a violation of the terms and conditions of these Nondiscrimination/Sexual Harassment provisions. In addition, the agency may proceed with debarment or suspension and may place the Contractor in the Contractor Responsibility File.

f. Subcontracts. The Contractor shall include these Nondiscrimination/Sexual Harassment provisions in its contracts with all subcontractors providing goods or services under this contract. The incorporation of these provisions in the Contractor’s subcontracts does not create privity of contract between the Commonwealth and any subcontractor, and no third-party beneficiaries are created by those provisions. If the Contractor becomes aware of a subcontractor’s violation of this clause, the Contractor shall use its best efforts to ensure the subcontractor’s compliance with these provisions.

5. CONTRACTOR INTEGRITY.

a. Definitions. For purposes of these Contractor Integrity Provisions, the following definitions apply:

i. “Affiliate” means two or more entities where (a) a parent entity owns more than 50% of the voting stock of each of the entities; (b) a common shareholder or group of shareholders owns more than 50% of the voting stock of each of the entities; or (c) the entities have a common proprietor or general partner.

ii. “Contractor” means the individual or entity, that has entered into this contract with the Commonwealth.

iii. “Contractor Related Parties” means any Affiliates of the Contractor and the

Contractor’s executive officers, Pennsylvania officers and directors, or owners of five percent or more interest in the Contractor.

iv. “Financial Interest” means ownership of more than a five percent interest in any business or holding a position as an officer, director, trustee, partner, employee, or holding any position of management.

v. “Gratuity” means tendering, giving, or providing anything of more than nominal monetary value including, but not limited to, cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. The exceptions set forth in the Governor’s Code of Conduct, Executive Order 1980-18, as may be amended, 4 Pa. Code §7.153(b), apply.

vi. “Non-bid Basis” means a contract awarded or executed by the Commonwealth with Contractor without seeking bids or proposals from any other potential bidder or offeror.

b. Representations and Warranties.

i. Contractor Representation and Warranties. The Contractor represents, to the best of its knowledge and belief, and warrants that within the last five years neither the Contractor nor Contractor Related Parties have:

1. been indicted or convicted of a crime involving moral turpitude or business honesty or integrity in any jurisdiction;

2. been suspended, debarred, or otherwise disqualified from entering into any contract with any governmental agency;

DGS Invitation for Bid Master Installment Purchase Agreement http://www.portal.state.pa.us/portal/server.pt/gateway/PTARGS_0_2_785_708_0_43/http;/pubcontent.state.pa.us/publishedcontent/publish/global/files/executive_orders/1980___1989/1980_18.pdf http://www.portal.state.pa.us/portal/server.pt/gateway/PTARGS_0_2_785_708_0_43/http;/pubcontent.state.pa.us/publishedcontent/publish/global/files/executive_orders/1980___1989/1980_18.pdf

3. had any business license or professional license suspended or revoked;

4. had any sanction or finding of fact imposed as a result of a judicial or administrative proceeding related to fraud, extortion, bribery, bid rigging, embezzlement, misrepresentation or anti-trust; and

5. been, and are not currently, the subject of a criminal investigation by any federal, state or local prosecuting or investigative agency or civil anti-trust investigation by any federal, state, or local prosecuting or investigative agency.

ii. Contractor Explanation. If the Contractor cannot make the representations and warranties set forth above at the time of its submission of its bid or proposal or if this contract is awarded on a non-bid basis at the time of the execution of the contract, the Contractor shall submit a written explanation outlining the reasons why it cannot make those representations and warranties. The Commonwealth may, based on its evaluation of the explanation provided, determine whether it is in the Commonwealth’s best interest to execute the contract.

iii. Further Representations. By submitting any bills, invoices, or requests for payment pursuant to this contract, the Contractor further represents that it has not violated any of these Contractor Integrity Provisions during the term of the contract.

iv. Notice. The Contractor shall immediately notify the Commonwealth, in writing, if at any time during the term of the contract it becomes aware of any event that would cause the Contractor's certification or explanation to change. The Contractor acknowledges that the Commonwealth may, in its sole discretion, terminate the contract for cause if it learns that any of the certifications made in these provisions are currently false or misleading due to intervening factual circumstances or were false or misleading or should have been known to be false or misleading when entering into the contract.

c. Contractor Responsibilities. During the term of this contract, the Contractor shall:

i. maintain the highest standards of honesty and integrity.

ii. take no action in violation of any applicable laws, regulations, or other requirements applicable to the Contractor that govern Commonwealth contracting and procurement.

iii. establish and implement a written business integrity policy that includes, at a minimum, the requirements of these provisions as they relate to the Contractor’s activity with the Commonwealth and Commonwealth employees and ensure that its employees comply with the policy.

iv. not accept, agree to give, offer, confer, agree to confer, or promise to confer, directly or indirectly, any gratuity or pecuniary benefit to any person, or to influence or attempt to influence any person in violation of any federal or state law, regulation, executive order, statement of policy, management directive, or bulletin applicable to the provision of goods or services under this contract.

v. not have a financial interest in any other contractor, subcontractor, or supplier providing services, labor, or material under this contract, unless the financial interest is disclosed to the Commonwealth in writing and the Commonwealth consents to Contractor’s financial interest. The Contractor must disclose the financial interest to the Commonwealth at the time of bid or proposal submission, or if no bids or proposals are solicited, no later than the date the Contractor signs the contract. The Commonwealth shall be deemed to have consented if the required disclosure is received and all of the required Commonwealth signatures are affixed.

vi. comply with the requirements of the Lobbying Disclosure Act (65 Pa.C.S.

§13A01 et seq.) regardless of the method of award.

vii. comply with the requirements of Section 1641 of the Pennsylvania Election Code (25 P.S. §3260a) if this contract was awarded on a Non-bid Basis.

viii. immediately notify the Commonwealth contracting officer or the Office of the State Inspector General, in writing, when the Contractor has reason to believe that any breach of ethical standards as set forth in law, the Governor’s Code of Conduct, or these Contractor Integrity Provisions has occurred or may occur, including, but not limited to, contact by a Commonwealth officer or employee, which, if acted upon, would violate the ethical standards.

d. Investigations. If a State Inspector General investigation is initiated, the Contractor shall:

i. reimburse the Commonwealth for the reasonable costs of investigation incurred by the Office of the State Inspector General for investigations of the Contractor’s compliance with the terms of this or any other agreement between the Contractor and the Commonwealth that results in the suspension or debarment of the Contractor. The Contractor shall not be responsible for investigative costs for investigations that do not result in the Contractor’s suspension or debarment.

ii. cooperate with the Office of the State Inspector General in its investigation of any alleged Commonwealth agency or employee breach of ethical standards and any alleged Contractor non-compliance with these Contractor Integrity Provisions and make identified Contractor employees available for interviews at reasonable times and places.

iii. upon the inquiry or request of an Inspector General, provide, or if appropriate, make promptly available for inspection or copying, any information of any type or form deemed relevant by the Office of the State Inspector General to Contractor's integrity and compliance with these provisions.