August 24, 2026

Dear Sir/Madam:

Enclosed please find Addendum No. 2 to SEPTA’s RFP No. 26-00102-AHAC Tenant Management and Leasing Services for SEPTA’s Real Estate Portfolio

Addendum No. 2 must be acknowledged by signing the attached Acknowledgement sheet and including that sheet as part of your technical proposal.

The due date and time for technical proposals of Thursday, August 27, 2026 by4:30 PM (est.) has been changed. The new due date and time is Tuesday September 1, 2026 by 4:30PM (est).

All inquirers pertaining to this request for proposal must be sent to Heather Casullo at hcasullo@septa.org or 215-580-7421.

Sincerely, Heather Casullo

Sr. Contract Administrator

Procurement, Supply Chain Management Dept.

mailto:hcasullo@septa.org

ADDEDNUM 2 8/24/2026

ADDENDUM ACKNOWLEDGEMENT SHEET

RFP No. 26-00102-AHAC Tenant Management and Leasing Services for SEPTA’s Real Estate Portfolio

The attached addendum to the Contract Documents is hereby part of the same and is incorporated in full as part of the Project. Proposer shall acknowledge Addendum No. 2 by signing and returning this Acknowledgement Sheet with the Technical Proposal.

FIRM NAME (typed or printed) ______________________________

AUTHORIZED SIGNATURE _______________________________

TITLE _________________________________

NAME (typed or printed) ___________________________________

DATE_____________________

ADDENDUM NO. 2 INCLUDES THE FOLLOWING:

1. Questions, answers and contract modification requests.

2. The new due date and time is Tuesday September 1, 2026 by 4:30PM (est).

Addendum 2 08/24/26

Tenant Management and Leasing Services for SEPTA’s Real Estate Portfolio

RFP 26-00102-AHAC

Questions, Answers and Contract Modification Requests.

Q1. From a property management perspective, can you describe in more detail the 90 Facilities that will require services?

a. What is the total square footage of retail?

b. What is the total square footage of office?

A1. See the attached RE Tenant Detail and Available RE Inventory Reports.

Q2. Are these Facilities in SEPTA owned real estate or 3rd party Landlords?

A2. SEPTA owned.

Q3. Are these Facilities under lease agreements that will require Lease Administration, Rent collections, CAM reconciliations, etc.?

A3. Yes

Q4. Will the Property Management firm be required to provide maintenance services to these Facilities either through its own maintenance personnel or 3rd party vendors?

A4. The Property Management firm will not be performing or procuring maintenance services. Its role will be to serve as the primary point of contact for tenant maintenance concerns, manage service requests, and coordinate with SEPTA's Buildings and Bridges Department to ensure maintenance needs are appropriately addressed

Q5. Do you have an estimate as to the current level of services calls being requested on these 90 Facilities?

A5. We do not have a reliable method for tracking service call volume across all facilities. Service requests vary depending on the time of year and are coordinated through SEPTA Real Estate and maintenance contacts. Most requests are associated with tenants at transportation centers where SEPTA has greater maintenance responsibilities. At most other leased facilities, maintenance obligations are the responsibility of the tenant.

Q6. Do you have existing service contracts in place for these facilities? If so, can they be assigned to the winning bidder initially?

A6. There are no service contracts that would need to be assigned.

Q7. Will you require an operating and financial reports for each facility or a consolidated report?

A7. SEPTA will require operating and financial reporting. In addition, the Property Management firm must have the capability to generate and provide reports for specific tenants and/or facilities upon request.

Q8. Will the Property Management firm be required to open bank accounts for rent collections and processing A/P?

A8 No, the Property Management firm will have access to SEPTA’s lockbox.

Q9. Are there any Security Deposits that will need to be held by the Property Management firm?

A9. No.

Q10. Could you provide more information on the properties included in the RFP?

A10. See the attached RE Tenant Detail and Available Inventory Reports.

Q11. Addresses, property type and sf (if applicable) for all assets included in the RFP

A11. See attached RE Tenant Detail and Available Inventory Reports.

Q12. Do you have source documents (leases, occupancy agreements, etc. for each site?

A12. Yes, will be shared with the awardee.

Q13. Will SEPTA consider Lease Admin/Leasing services only?

A13. Yes, as stated in the scope of services; for one or both of the services named Tenant Management & Leasing Services and Property Leasing (Brokerage) services for SEPTA properties

Q14. Current portfolio status: what is current vacancy rate within the portfolio?

A14. See the attached RE Tenant Detail and RE Inventory Reports.

Q15. What is the total annual revenue generated by the portfolio?

A15. The portfolio currently generates approximately $10.5 million in annual revenue.

Q16. For new leases will a market tenant Improvement allowance, and standard market commissions be available?

A16. Tenant improvement allowances, if any, will be determined by SEPTA on a case-by-case basis and are not guaranteed. Leasing commissions shall be paid in accordance with Attachment 4. The Construction management fee does not apply to new leases and is intended only for existing tenant modifications, expansions, renovations, and other material improvements requiring Contractor coordination and management.

Q17. Do you have source documents (leases, occupancy agreements, etc. for each site?, that we can review?

A17. See Answer 12.

Q18. Do you have a Property condition reports for all assets

A18. Yes, asset condition data will be shared with the awardee.

Q19. Termination points for real estate assets where cables/conduits provide services

A19. See the attached RE Tenant Detail Report. This will be provided to the awardee.

Q20. Layer 1 topology mapping with physical locations and potential physical access points for inspection

A20. This will be provided to the awardee.

Q21. Detailed and current rent roll for all assets, including lessor/lessee, current rents, escalation, and renewal/termination information

A21. See attached RE Tenant Detail Report

Q22. Given the significant scope and still outstanding information, please advise if SEPTA would consider an Extension on the bid deadline for the Response to the Proposal.

A22. New proposal due date is Tuesday September 1, 2026.

Q23.Attachment 1-Please provide a detailed list of all of the Facilities (Property Addresses and specific vacancies within each address) & Agreements that are to be included in the contract.

A23. See the attached RE Tenant Detail and Available RE Inventory Report. Agreements will be shared with the awardee.

Q24.Attachment 1- Please provide a Rent Roll/occupancy list, and all current vacant spaces for each of the Facilities & a representative example of each of the agreement.

A24. See answer 23.

Q25. Article IV- Will the Manager be responsible for making rent deposits and processing & payment of expenses/invoices?

A25. The manager will be responsible for processing rent receipts, applying payments within the Yardi system, and processing invoices, and supporting documentation. Actual payment approvals and disbursements will be handled in accordance with SEPTA’s financial policies and procedures.

Q26. Article IV-What is the current approximate volume of checks cut each month and who currently handles that function currently?

A26. The contractor will not be responsible for cutting checks.

Q27. Exhibit 3A- What personnel are currently Property Managing the Properties? Are they SEPTA employees or 3rd Party? Is the intention or opportunity for any of the current PM personnel to stay in place? Who will approve expenses for payment?

A27. The portfolio is currently managed by SEPTA's Real Estate Department, with a third-party property management firm providing services for 69th St, Suburban Station, and Frankford Transportation Center. The Real Estate Department will remain in place, and the Manager of Real Estate Operations will serve as SEPTA’s primary point of contact for this contract. Contract-related invoices will be reviewed and submitted for payment by the Real Estate Department in accordance with SEPTA’s established payment and approval procedures.

Q28. Exhibit 2 A- On the Introductory call August 3rd, SEPTA indicated they had personnel to address Property Management issues, please clarify if that is onsite maintenance technicians or full-time Property Managers. As written, Property Managers would be Contractor’s responsibility.

A28. SEPTA currently has personnel who address property management related matters. The selected Contractor will be responsible for providing property management services; however, the Contractor will not be required to provide onsite maintenance technicians. Maintenance requested and related maintenance work will continue to be handled by SEPTA maintenance personnel, with the Contractor responsible for coordinating and managing those requests as part of its property management responsibilities.

Q29. Exhibit 3 A-Who will be responsible for initiating, maintaining, bidding and monitoring contracts for services at each of the Properties?

A29. SEPTA will be responsible for initiating, bidding, awarding, and managing service contracts for the properties. The property Manager’s role will be to coordinate service needs, communicate with tenants, and work with SEPTA regarding reservices required at the properties.

Q30. Exhibit 3A-Please provide a list of current service contracts by Property.

A30. SEPTA does not currently have property-specific service contracts for these facilities, other than EMS electric meter reading services, which will continue to be managed and paid through the Real Estate Department. Almost all maintenance is handled in house.

Q31. Exhibit 3 B-Who is currently handling and performing this function; a 3rd party or employees within SEPTA? Can technical portions of this function be outsourced/consulted upon to ensure all fiber optic and telecom capabilities are explored and understood?

A31. This function is currently performed by SEPTA’s Real Estate Department, with support from a third-party property management firm at 69th Street Transportation Center, Suburban Station, and Frankford Transportation Center. Technical aspects of this function may be outsourced or supported by specialized consultants to ensure that all fiber optic and telecommunications opportunities are fully evaluated and understood. Any such costs shall be included in the Contractor’s monthly management fee and will not be reimbursable separately by SEPTA.

Q32. Attachment 4 - Is there flexibility in the proposed rate structure?

A32. Yes, however the price proposal form in the request for proposal will need to be filled in and any other rate structure should be accompanied with a narrative and submitted separately

Q33. Attachment 3A, Tenant/Property Management Services- Article 2, Section 1.q: is SEPTA PD conducting the criminal background checks required, or are these to be conducted at the Contractor’s expense by a third party? If it is to be conducted by the contractor, and as the number of background checks is unknown, can we assume this is a reimbursable expense outside of the management fee?

A33. The required background checks will be the responsibility of the Tenant/Property Management and shall be performed at the Contractor's expense. Costs associated with conducting background checks are included within the management fee and will not be reimbursable by SEPTA.

Q34. Attachment 3A, Tenant/Property Management Services- Article 2, Section 2, Sub-sections (i) through (k): Contractor anticipates that, as part of its regularly scheduled inspections of leased premises, it will identify apparent lease compliance, maintenance, or other property-related issues, document and investigate those matters as appropriate, and work with the applicable Lessee and SEPTA to facilitate resolution. The contractor’s role should be to monitor, identify, communicate, and assist in coordinating resolution of such matters, rather than to guarantee or otherwise be responsible for causing a Lessee to perform required maintenance or repairs or for ensuring the ultimate resolution of tenant or third-party complaints. Please confirm that this understanding is consistent with SEPTA’s intent.

A34. Yes. SEPTA generally agrees with this understanding. The Contractor's role is to monitor lease compliance and property conditions, identify and document issues, communicate with tenants and SEPTA, and assist in coordinating appropriate resolution of maintenance, compliance, and tenant-related matters. The contractor is not expected to perform maintenance work, guarantee tenant performance, or assume responsibility for the ultimate resolution of issues beyond its reasonable management and coordination responsibilities. SEPTA will retain oversight and approval authority as provided under the Agreement.

Q35. Attachment 3A, Tenant/Property Management Services- Article 2, Section 5.i: we request clarification of subsection (i) – Contractor can collect tax payments as directed by SEPTA, but should not be responsible for assessment of the amount due, or remittance to any state/local taxing authority.

A35. The Contractor will be responsible for administering the collection and remittance of applicable taxes, assessments, and related charges as required by applicable lease agreement. Although there may be situations where SEPTA directly handle certain payments, the Contractor should be prepared to perform this function as part of its property management duties.

Q36. Attachment 3A, Tenant/Property Management Services- Article 2, Section 8: will the Contractor be responsible for hosting and maintaining the website and associated infrastructure?

A36.At this time, the Contractor will not be responsible for hosting or maintaining a standalone website or associated infrastructure. The Contractors' responsibility will be limited to maintaining and providing information, content, and updates for SEPTA's Real Estate section for the SEPTA website. In connection with its leasing and brokerage services, the Contractor may advertise SEPTA's available properties through its own website and other marketing channels, as appropriate. SEPTA reserves the right to modify these requirements in the future, including the potential expansion of website-related responsibilities.

Q37. Attachment 3B, Property Leasing Services (Brokerage)- Article 4.3: are the services of the Records Retention Specialist anticipated to be included as part of the overall commissions in Attachment 4/3B, or should the costs of this personnel line be included in the Tenant Management Fee?

A37. All services provided should be contemplated in the contract.

Q38. Attachment 3B, Property Leasing Services (Brokerage)- Article 3: As some of the services included in Article 3 (Infrastructure and Capacity Monetization Requirements) for SEPTA’s utility, telecommunications, fiber optic, wireless and other utility agreements include asset management services (conducting inspections, enforcement actions, insurance compliance, compliance monitoring, etc.), please clarify whether an asset management fee applies? A commission typically covers new occupancies and renewals/extensions, not on-going enforcement of existing agreements.

A38. No. A separate Asset Management Fee will not be paid. The services described in Article 3 are included within the scope of work and are not separately compensable outside of the fees and commissions identified in the RFP.

Q39. Attachment 3B & Attachment 4/3B: For utility/telecom/fiber optic/wireless agreements, would you consider alternative fee/commission schedules that are based on industry standard for these types of agreements, and which differ from commission structures for retail agreements?

A39. SEPTA is open to alternative price structures, separate from the price proposal form and submitted with a narrative.

Q40. Attachment 3B, Property Leasing Services (Brokerage)- Article 2.5: Please confirm that any appraisals ordered would be a reimbursable expense.

A40. Brokers are expected to provide opinions of value as part of their services. If the broker determines that a formal appraisal is necessary and it is not specifically requested by SEPTA, the cost shall be the responsibility of the Broker.

Q41. Attachment 3B, Property Leasing Services (Brokerage)- Article 2.7, 2.11: this section requires the Contractor to coordinate internal review of a potential transaction, prior to SEPTA approving the transaction. Please clarify the scope of the contractor’s involvement in this service, and the historical volume of these types of requests. In addition, if a potential transaction is ultimately not approved by SEPTA (and thus no commission is paid), please clarify how the Contractor would be compensated for coordinating the review.

A41. The Contractor will be responsible for coordinating the review process for potential transactions, including facilitating internal review and communication among the appropriate SEPTA departments and stakeholders. Compensation for Brokerage Services will be earned only upon the successful execution of a lease or other qualifying transaction in accordance with the terms of the Contract. No separate compensation will be provided for transactions that are reviewed but not approved or executed.

Q42. Attachment 3B, Property Leasing Services (Brokerage)- Article 2.12: this section states “Prepare, submit, and publish bidding/procurement documents and implement bidding/procurement process…” – are all property transactions in the portfolio subject to a public bidding (Request for Proposals) process, or is the Contractor permitted to directly lease/broker certain transactions? In an RFP process, would the same commission structure apply?

A42. The Contractor will have the ability to directly market and broker leasing opportunities and is not required to utilize public RFP processes for every transaction, subject to SEPTA approvals.

The Contractor may also recommend and utilize a competitive procurement or solicitation process when deemed appropriate for a particular opportunity. Any such process must be coordinated with SEPTA Real Estate and conducted in accordance with SEPTA's applicable policies and procedures.

No commission will be paid if SEPTA or contractor awards a lease through competitive procurement.

Q43. Attachment 4, Price Proposal Form/3B: Regarding the Construction Management Fee, please confirm this is intended to be 2% of total construction costs?

A43. Confirmed

Q44. Attachment 4/ Price Proposal Form/3B: As SEPTA’s designated broker would be responsible for negotiating a commission split between any cooperating or co-broker, and this would be negotiated on a deal-specific basis, we request deletion of the prescriptive splits – and instead request a flat commission be paid for any transaction.

A44. Denied.

Q45. Award structure. The RFP provides that SEPTA may award contracts to "up to two qualified firms." Please confirm that (a) each service — Exhibit 3A (Tenant/Property Management) and Exhibit 3B (Property Leasing) — will be awarded to no more than one firm, and (b) SEPTA will not divide the scope of a single Exhibit among multiple awardees.

A45. Confirmed.

Q46. Exhibit 3B, Article 3 compensation. Article 3 requires substantial recurring work: annual rate-card reviews with written rate recommendations, periodic right-of-way inspections, enforcement actions against expired, unlicensed, underpriced, or non-compliant occupancies, and the annual Right-of-Way Revenue Optimization Report and implementation certification. Much of this work will result in amended, renewed, or repriced agreements rather than new leases, for which Attachment

4 provides no compensation. Please clarify how the Contractor is compensated for Article 3 services and the revenue outcomes they produce.

A46. The services described in Article 3 are considered part of the overall Brokerage Services scope and are not separately compensable. The Contractor's compensation for these activities is included within the commission structure established in Attachment 4, and no additional asset management, administration, or recurring service fee will be paid.

Q47. Sales and non-lease transactions. Exhibit 3B, Article 2 directs the Contractor to evaluate properties for conversion to sale and to close property transactions, and Agreement §3.08 requires the Contractor to cooperate with any sale of the property. Attachment 4 prices only lease commissions. Please confirm that (a) the Attachment 4 commission schedule applies to sales of SEPTA property, with the commission calculated on the gross sale price, and (b) all other transactions and services that are neither a sale nor a lease are compensated at the Attachment 4 hourly rates.

A47. This would be part of the on-call services at SEPTA discretion. Property sales are not included within the scope of the Property Leasing/Brokerage Services contemplated under this RFP.

Accordingly, the commission structure set forth in Attachment 4 does not apply to the sale of SEPTA-owned property. The Contractor may be required to coordinate with SEPTA and provide information or assistance related to properties within the portfolio that are sold by SEPTA; however, the Contractor will not be responsible for representing SEPTA in the sale of property or acting as the broker for such transactions.

Q48. Marketing cost conflict. Exhibit 3B, Article 2(3) requires parcel-by-parcel marketing "at Contractor’s sole expense," while Article 6 provides that advertising shall be "at the expense of and with prior written approval of SEPTA." Please reconcile these provisions and identify which marketing and advertising costs are the Contractor’s responsibility and which are SEPTA’s.

A48. Marketing and advertising costs associated with leasing vacant or soon-to-be vacant spaces shall be the responsibility of the Contractor and are included within the Brokerage Services compensation structure. SEPTA does not intend to separately reimburse the Contractor for such marketing and advertising expenses. Any broader advertising, promotional activities, or public communications undertaken on SEPTA's behalf shall be subject to SEPTA's prior written approval.

Q49. Litigation support scope. Exhibit 3A, Section 4 requires the Contractor to support the prosecution and defense of lawsuits involving SEPTA, including evictions and claims of negligence against SEPTA. Please clarify the anticipated scope of this obligation and whether such support beyond routine document production — for example, extended discovery assistance, testimony, or expert support — is compensated at the Attachment 4 hourly rates.

A49. The Contractor shall provide reasonable assistance to SEPTA and its legal counsel in connection with matters arising from the management of the properties, including document production and coordination.

Q50 Meeting frequency. Agreement §3.10 requires meetings with SEPTA Real Estate on "a minimum of a bi-weekly basis," and Exhibit 3A, duty 1.f requires "biweekly meetings." Please confirm that these terms mean once every two weeks (i.e., twice per month).

A50. Confirmed. For purposes of this Agreement and Scope of Services, "bi-weekly" and "biweekly" meeting are intended to mean meetings occurring once every two weeks (generally twice per month).

Q51.Management Fee inclusions. Exhibit 3A provides that the Tenant Management Fee must include the Contractor’s general administrative expenses (postage, telephone, computer, travel, home-office payroll) and the payroll of on-site personnel. Please confirm that third-party, property-level costs — including outside counsel and filing fees for evictions and enforcement, municipal charges, website hosting and development costs, and Yardi module, programming, and license costs — are SEPTA’s expense and are not required to be absorbed within the Management Fee.

A51.Third-party costs associated with the Contractor's performance of Tenant/Property Management Services shall be included in the Management Fee and are not separately reimbursable. Legal fees, court costs, filing fees, municipal charges, website hosting costs (if applicable), and Yardi licensing, module, and programming costs will be the responsibility of SEPTA.

Q52. Proposal format. Please confirm whether any page limits, formatting requirements, or section-ordering requirements apply to the Technical Proposal beyond those stated in the Invitation to Propose.

A52. No. But we ask that it is not spiral bound.

Q53. Workers’ compensation endorsement. Agreement §6.02 requires the Contractor to waive its immunity under Section 303(b) of the Pennsylvania Workers’ Compensation Act. Where a Contractor’s workers’ compensation carrier does not offer a 303(b) waiver endorsement, will SEPTA accept alternative evidence of coverage or a substitute endorsement form?

A53. Not at this time.

Q54. Commission payment timing. Attachment 4 establishes commission rates but does not state when commissions are due. Please confirm that commissions are due and payable fifty percent (50%) upon full execution of the applicable lease or agreement, and fifty percent (50%) upon commencement of rent or fees or the tenant opening for business, whichever occurs first.

A54. SEPTA does not agree with the proposed payment structure. Commissions will be paid upon execution of the applicable lease or agreement.

Q55. Construction Management Fee basis. Attachment 4 provides that a 2% Construction Management Fee will be paid to SEPTA’s broker/Contractor for handling re-negotiations involving expansion, contraction, upgrades to finishes, HVAC, or material improvement of the premises, and managing the construction, but does not state the basis on which the 2% is calculated. Please confirm that the fee is calculated on the total hard costs of the construction work performed.

A55. Confirmed. The 2% construction management fee will be calculated based on the total cost of the applicable construction or tenant improvement project.

Q56. Performance standards. Exhibit 3A, Section 11 provides that failure to meet performance standards may result in fee adjustments, corrective action requirements, or termination for cause, but does not identify the applicable standards or process. Please identify the performance standards and evaluation criteria that will apply and confirm that any fee adjustment will follow written notice and an opportunity to cure.

A56. The performance standards for this contract are the requirements and responsibilities set forth in the Agreement and Scope of Services. Contractor performance will be evaluated based on its ability to satisfactorily perform those services in accordance with the terms of the Contract. SEPTA reserves the right to require corrective action or exercise its contractual remedies, including termination for cause, in the event of non-performance or failure to meet contractual obligations.

Any such action will be taken in accordance with the provisions of the Agreement.

Q57. Questions regarding Exhibit 3A: Are rental concessions/pushcart leases considered a Facilities lease on the breakdown chart?

1. What type of leases make up the "Facilities" category on Attachment 1?

For instance, what is land/building/pushcart. There seems to be some overlap between tenant and land leases.

2. 3A, Article 5e Are we able to be provided a range for the open collections balance and/or average days in arrears for matters in Collections?

3. 3A, Article 9 Are all leases, regardless of type, billed through Yardi? Or just land/building?

A57. 1. Yes. For purposes of Attachment 1, the Facilities” category includes retail leases, parking agreements, and similar occupancy agreements. 2. This information will be provided to the awardee.3.SEPTA is currently in the process of implementing Yardi Voyager. The expectation is that all lease, license, permit, and other real estate agreements, regardless of type, will be administered and billed through SEPTA’s instance of Yardi.

Q58.Question regarding Exhibit 9 – Project Progress and Performance Evaluation Form- Is this form to be completed and submitted with the Technical Proposal, or is this form to be used by SEPTA once the chosen Consultant is performing the work of the contract?

A58. No, it does not need to be submitted. Yes, it's for SEPTA use.

Q59. If two Consultants are selected, how will the difference in roles and scopes be defined and memorialized?

A59. The distinction between roles and responsibilities is defined in the Scope of Services. Exhibit 3A governs Tenant/Property Management Services and Exhibit 3B governs Property Leasing/brokerage Services. If separate firms are selected, each firm will be responsible for the services assigned under its respective contract.

Q60. Does the Agency have preference for one Consultant to manage the entire scope?

A60. See Answer #45

Q61. Would SEPTA permit a firm to serve as the prime contractor for the telecommunications and infrastructure-related scope while partnering with or subcontracting to a Pennsylvania-licensed real estate broker for any activities that specifically require Pennsylvania brokerage licensure? We would also appreciate clarification as to whether the broker requirement applies to all of the Property Leasing/Brokerage Services scope, including telecommunications and fiber agreements, or primarily to conventional real estate leasing transactions.

A61. SEPTA seeks a full-service, experienced contractor that can either handle these services in-house or manage a specialized subcontractor, when needed. If a proposer plans to use a specialized subcontractor, please provide that approach and partnership in their proposal.

Contract Modification Requests

Q1. Article 1-Section 1.02 Termination For Convenience SEPTA shall have the right to terminate the Agreement, in whole or in part, at any time by written notice to the Contractor. The Contractor shall be paid all reasonable costs as determined by SEPTA in accordance with 48 CFR Subpart 31.2, that specifies the special treatment of certain costs under Subpart 31.2, Section 31.205-42, “Termination Costs.” Such costs will include contract work performed up to the date of termination; any actual costs associated with termination for convenience, as agreed to by SEPTA and profit on the Scope of Services performed up to the time of termination. However, the agreed amount may not exceed the Price Proposal in Attachment 2 as reduced by(1) the amount of payments previously made and (2) the Price Proposal of the Scope of Services not terminated. Furthermore, SEPTA will not pay any anticipatory profits and/or consequential damages claimed by the Contractor as a result of termination oft he Agreement. Any profit paid shall be determined by the parties based on the amount of actual work completed. The Contractor shall submit promptly its termination claim to SEPTA and SEPTA shall determine the settlement amount to be paid the Contractor. If the Contactor has any property in its possession belonging to SEPTA, the Contractor shall account for same and dispose of it in the manner SEPTA directs.(d) Upon any cancellation or termination of this Agreement, the respective obligations of SEPTA and Contractor shall be as set forth in Article 7.01 hereof.

Propose additional language: Contractor and SEPTA shall use good-faith efforts to agree upon the termination settlement amount within fifteen (15) days following Contractor’s submission of its termination claim. SEPTA shall pay any undisputed settlement amount within thirty (30) days following agreement upon such amount.

A1. Denied Language to remain as is.

Q2. Article 2- Section 2.01- Please add payment terms and invoicing requirements, if any.

A2. SEPTA pays NET 30. Tenant Management Fee 3A, Monthly invoicing. Commissions to be paid as stipulated.

Q3. Article 3- 3.04

Products Completed Operations This insurance must be maintained for at least 12 years after substantial completion and acceptance of the project, or to the applicable Statute of Repose in the jurisdiction where the Project is located, whichever is longer. Request 5.

A3.Products Completed Operations to be Removed.

Q4. Article 3- V Workers Compensation

(v) WORKER'S COMPENSATION INSURANCE Workers Compensation of not less than $1,000,000 and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Must include a Waiver of Subrogation where permitted by state law, naming Southeastern Pennsylvania Transportation Authority (SEPTA).All insurance policies required pursuant to this section shall name SEPTA as an additional insured. Except workers compensation and Crime coverage. All premiums on insurance carried pursuant to this paragraph shall be paid by Contractor out of the Operating Account.

Contractor shall cause such insurance to be placed and kept in effect at all times. Within fifteen (15) days prior to the execution of this Agreement, Contractor will deliver to SEPTA a certificate of insurance evidencing such required insurance coverage, and at least thirty (30) days prior to the expiration date of each policy or cancellation thereof evidence of the renewal or replacement of any such insurance. All insurance shall be placed with such companies, on such conditions, in such amounts and with such beneficial interests appearing thereon as shall be acceptable to SEPTA and shall be otherwise in conformity with all mortgages, if any, on the property.

Contractor shall investigate and shall within twenty-four (24) hours of their receipt, of request furnish SEPTA with full initial or preliminary reports as to all accidents, claims and potential claims for damage related to the Property, within the leased premises and shall cooperate with the insurers in connection therewith.

Request – add underlined text, delete strike through text

A4. Denied language to remain as is.

Q5. Article V 5.01

5.01 Contractor shall prepare and submit to SEPTA, within thirty (30) days after the effective date of this Agreement, for SEPTA’s approval, a proforma budget for the Properties covering the period from the effective date of this Agreement through to June 30th.Comment- N/A?

A5.01 Article V, Section 5.01 remains unchanged

5.02 Within thirty (30) days after the expiration of each calendar month, (i reports prepared on a cash basis showing all receipts and disbursements of SEPTA for such period and the current year-to-date disbursements together with a listing of all receivables and payables of SEPTA with respect to the Property as of such date. Such reports shall also reflect (a)Budget versus actual performance comparisons and contain an explanation by Contactor of any item for which there exists a significant variance (for the purposes hereof, a significant variance shall mean a variance of 10% or more from any Budget line item), (b) the rental and other income by source and (c) expenses by category of expense; (ii) a current rent roll for the Property; (iii) a report identifying any leases due to expire or be cancelled within the immediately succeeding ninety (90)day period or which have been terminated during the month for which such report is rendered;

(iv) any material observations made by Contractor in the course of its physical inspection of the Property, and (v) any other material matter pertinent to the Property of which Contractor has knowledge or information; and (2) semiannually (based on the Operating Year) if there has been a significant variance from the Budget, a revised projection of income and expenses of the Property for the remainder of the then fiscal year. Request: This section should be revised to reflect the scope of services. Contractor does not have responsibility for tracking payables, expenses, etc and thus cannot accurately report monthly on budget projections, actuals, etc.

A5.02 Exhibit 3A Section 5 provides for accounting, reporting and collection. Accepted Contractor does not have a responsibility for tracking payables, expenses, etc.

Q6. Article VI – Indemnity

6.01 Indemnification by Contractor .In addition to all other obligations of Indemnification specified herein, Contractor agrees to release and be liable for and to defend, indemnify and save harmless

SEPTA, its Board Members, officers, agents, servants, workers, and employees (hereinafter collectively referred to as “SEPT Indemnitees”), from and against any and all loss, cost, damage, third-party liability and expense, including reasonable counsel fees, whether or not arising out of any claim, suitor action at law, in equity or otherwise, of any kind or nature whatsoever, including negligence, arising out of the negligent performance of Contractor’s work, and/or injury, including death, to any person or persons, including employees of SEPTA, Contractor, subcontractors at any tier or any person working on Contractor’s behalf, caused by Contractor, whether brought directly by these persons or by anyone claiming under or through them including heirs, dependents and estates. Request add underline delete strike thru

A6.01 Accepted

6.02 Workers’ Compensation Indemnification. Contractor, for itself and its employees, officers, agents, contractors, licensees and invitees hereby releases and agrees to be liable for and to defend indemnify and save harmless SEPTA, even if SEPTA is negligent in whole or in part, for any claims made by an employee, officer, agent, workman or servant of Contractor, including claims for compensation or benefits payable to any extent by or for Contractor under any workers’ or similar compensation acts or other employee benefit acts, and Contractor expressly waives its statutory protection under Article 303(b), as amended, of Pennsylvania’s Workers’ Compensation Act, Pa.

Stat. Ann., tit. 77, § 481(b).Request delete strike thru language

A6.02 Accepted

Q7. Prospect protection. Exhibit 3B, Article 2, item 22 provides that no broker fee is paid on tenants secured through a SEPTA-administered leasing RFP. We request that the Contractor’s procuring-cause interest in prospects it introduces be protected, consistent with industry-standard brokerage practice. Proposed language (addition to Attachment 4 and Exhibit 3B, Article 2):

"Notwithstanding any other provision of this Agreement, where the Contractor has introduced, registered, or first procured a prospective tenant or counterparty for a SEPTA property, and a transaction with that party is consummated during the term of this Agreement or within twelve (12) months following its expiration or termination, the Contractor shall be paid the applicable commission set forth in Attachment 4, regardless of the procurement channel through which the transaction is concluded, including a SEPTA-administered request for proposals. The Contractor shall maintain, and submit to SEPTA monthly, a registration list identifying each introduced prospect and the property concerned. Only prospects appearing on the registration list prior to commencement of the applicable procurement shall be protected under this provision."

A7. Denied.

Q8. Fee for Contractor-supported SEPTA procurements. Exhibit 3B, Article 2 permits SEPTA to administer its own leasing RFP for any property (item 22) and to direct the Contractor to prepare and run bidding and procurement processes (items 12–13), in each case with no broker fee on resulting tenants. Where the Contractor has performed marketing, valuation, or procurement-administration work on the property concerned, we request a reduced fee in lieu of the full commission. Proposed language (addition to Attachment 4):

"Where SEPTA elects to administer its own request for proposals or other procurement process for the leasing of a property as to which the Contractor has performed marketing strategy, valuation, pre-marketing, or procurement-administration services under Exhibit 3B, Article 2, the Contractor shall be paid a fee equal to two percent (2%) of the total negotiated term of any resulting agreement, in lieu of the commissions otherwise provided in this Attachment 4."

A8. Decline. The broker will not get a commission if the property is leased through the procurement process.

Q9. Renewal commissions — consistency with prior addendum. In Addendum 1 to RFP 25-00103- AHAC (June 2025), SEPTA revised the Price Proposal Form to provide that for renewals, extensions of term, and all other stipulated terms within the base form of agreement, a commission will be paid, exclusive of downsizing. Attachment 4 of the present RFP provides no commission on renewals, extensions, or other stipulated terms. Please confirm whether SEPTA intends to depart from the position taken in Addendum 1 to RFP 25-00103, or whether Attachment 4 will be revised consistent with that addendum. We propose a commission, at one-half of the otherwise applicable rate, on renewals of agreements procured by the Contractor. Proposed language (revision to Attachment 4):

"For renewals, extensions of term, exercises of renewal or extension options, and all other stipulated terms of agreements originally procured by the Contractor under this Agreement, a commission shall be paid equal to fifty percent (50%) of the commission rate set forth in this Attachment 4 applicable to the original transaction; no commission shall be due on any downsizing of the premises."

A9. See revised Price proposal form 3B.

Q10. Indemnification. Agreement §§6.01–6.02 provide indemnification running solely to SEPTA, including for claims involving SEPTA’s negligence. We request either a reciprocal obligation or a liability cap. Proposed language (alternatives):

Alternative A (addition to §6.01): "SEPTA shall indemnify, defend, and hold harmless the Contractor, its officers, and employees from and against claims, damages, and expenses to the extent arising from SEPTA’s sole negligence or willful misconduct."

Alternative B (addition to Article 6): "The Contractor’s aggregate liability under Sections 6.01 and 6.02 shall not exceed the limits of the insurance coverages required under this Agreement."

A10. Denied language to remain as is.

Q11. Direct transaction commission. Attachment 4 provides a commission of up to six percent (6%) on co-brokered transactions and three percent (3%) on direct transactions. On a direct transaction, the Contractor performs both the sourcing and closing functions that are divided between two brokers on a co-brokered transaction, yet receives no more than its share of a co-brokered commission. This is inconsistent with market practice for full-service direct representation of comparable commercial portfolios. We request that Attachment 4 be revised accordingly. Proposed language (revision to Attachment 4):

"For transactions in which no cooperating broker participates, the commission shall be four percent (4%) of the total negotiated term."

A11. See revised Price Proposal Form 3B

Addendum 1

Attachment 4

PRICE PROPOSAL

Tenant Management Fee (3A)

____ CHECK IF SUBMITTING PROPOSAL FOR TENANT MANAGEMENT SERVICES

Monthly Management Fee: $ ___________ Per Month Base Term Years 1-5

Monthly Management Fee: $_________ Per Month First Extension Option (5 Years)

Monthly Management Fee: $________ Per Month Second Extension Option (5 Years) Term Years Monthly Fee Total for 5 Year Term

Base Term 5 $_________ $ _____________

First Extension Option 5 $_________ $______________

Second Extension Option 5 $_________ $______________

Grand Total 15 $_________ $ ______________

Notes:

Each extension option is exercised by SEPTA and in accordance with the agreement.

These terms will be in effect for the entire duration of the agreement.

Invoiced Monthly

Payable Net 30.

(Firm Name, POC of Offer) (Date of Offer)

PRICE PROPOSAL

Property Leasing/Broker Services Compensation (3B)

_______ CHECK IF SUBMITTING PROPOSAL FOR PROPERTY TRANSACTION (BROKERAGE) SERVICES Commissions

Co-Broker Commissions New Leases New lease agreement commissions with two or more brokers or agents involved with the negotiation for the new tenant, in no circumstance shall the total commission paid by SEPTA exceed 6% of the total value of the lease. The allocations of the commission between brokers shall not increase SEPTA’s total commission obligation.

Total Commission Paid by SEPTA: __6%___

Proposed Commissions for Tenant’s Broker:_______% Proposed Commissions for SEPTA Broker: _______%

Renewals, or the Exercising of the Extensions of Term:

Commission Fee: _50%__ of the original agreed-upon commission rate

• No commission shall be due on any downsizing of the premises. SEPTA does not intend to pay commissions on month-to-month tenancies, holdover tenancies, or temporary short-term extensions.

• Tenant improvement allowances, if any, will be determined by SEPTA on a case-by-case basis and are not guaranteed.

• The Construction management fee does not apply to new leases and is intended only for existing tenant modifications, expansions, renovations, and other material improvements requiring Contractor coordination and management.

No Cooperating (tenant) Broker Commission:

In no case shall the total commission paid by SEPTA exceed 4% of the total negotiated value of the lease.

Total Commission Paid by SEPTA __4%____

Direct Transaction Commission : 4%

Construction Management Fee:

The Construction Management Fee includes the following; re-negotiation inclusive of internal or external broker involvement, including expansion, upgrade to finishes, HVAC, or material improvement of the premises, a 2% “Construction Management” fee will be paid to SEPTA’s broker/Contractor for handling the negotiation with the tenant and contractors, and managing the construction.

Total Commission to be Paid by SEPTA __2%___of the total construction costs

These terms will be in effect for the entire duration of the agreement.

(Firm Name, POC Offeror) (Date of Offer)

PRICE PROPOSAL FORM

On-Call Consulting Services

On Call Consulting Services Real estate consulting services for special projects and activities that are beyond this Scope of Services. These services may include right-of-way or non-right-of-way acquisition support, master planning, property management services for intermodal and miscellaneous (non-transit, non-retail, non-concession) Properties, or other tasks that are not covered in other sections of this Agreement.

Fully Loaded Discipline Years Experience Similar type Discipline (different title) Hourly Labor

Rates

Special Project Manager 15+ Years $_________

Property Operations Manager10+ Years $_________

Project Manager 5+ Years $_________

Subject Matter Expert/Advisor 10+ Years $_________

Facilities Project Manager 10+Years $_________

Asset Management Coordinator 8+ Years $_________

Tenant Improvement Coordinator 8+Years $_________

Construction Coordinator 8+Years $_________

Firm Name, POC of Offeror Date

SF Location Description 5,000 SF Jenkintown Station Historic station space with redevelpment potential

Melrose Park Former ticket office space Chestnut HIll West Historic station space suitable for retail, office, or community use.

Stenton Former ticket office space Wyndmoor Former ticket office space Chelten Ave Former ticket office space

617 SF Lansdale Commercial/retail space available with station North Hills Former ticket office space North Wales Former ticket office space Oreland Former ticket office space Manayunk Former ticket office space Norristown Station Former ticket office space

268 SF Wissahickon Transit Center New retail space within transit center Clifton-Aldan Historic station building opportunity Lansdowne Former ticket office space Media Former ticket office space Morton-Rutledge Former ticket office space

359 SF Secane Former ticket office space 2,342 SF Wallingford 2-story station building space available

2.77 acres Perkasie Freight House Small former freight house + surrounding land

1.5 acres Sellersville Former station building + surrounding land

Hatboro Former ticket office space Warminster Former ticket office space Willow Grove Former ticket office space Bethayres Former ticket office space Philmont Former ticket office space Somerton Former ticket office space 46th and Market Park/Garden/Community Space

175 SF 33rd and Dauphin Loop Retail Space Available 288 SF Olney Retail Space Available 736 SF Unit 608 A 69th Street Transportation Center Retail Space Available 564 SF Unit 616 69th Street Transportation Center Retail Space Available 952 SF Unit 642 69th Street Transportation Center Retail space Available 300 SF C-5 Frankford Transportation Center Retail Space Available 220 SF H Frankford Transportation Center Retail Space Available 2,880 SF Unit 105 Suburban Station Retai Space Available 1,134 SF Unit 1502 Retail Space Available 760 SF Unit 1510 Suburban Station Retail Space Available 550 SF 31 N Suburban Station Retail Space Available 1,920 SF Unit 1616 Suburban Station Retail Space Available 1,390 SF Unit 1601 Suburban Station Retail Space Available 1,720 SF Unit 1603 Suburban Station Retail Space Available

Common Area 69th Street Transportation Center Opportunity for Kiosk, pushcart, or specialty vendor stand Common Area Frankford Transportation Center Opportunity for Kiosk, pushcart, or specialty vendor stand Common Area Suburban Station Opportunity for Kiosk, pushcart, or specialty vendor stand

Available RE Inventory Report

SF Frequency Location Type

Annual #101 Trolley, Springfield Twp Cable/Pipe Annual #101 Trolley, Windsor Circle Cable/Pipe Annual #102 Sharon Hill Trolley, Clifton Heights Cable/Pipe Annual 15th Street Cable/Pipe Annual 204 poles in South Philadelphia Cable/Pipe Annual 14 locations in Delaware County Cable/Pipe Annual 8 locations in Montgomery County Cable/Pipe Annual Ambler Station Cable/Pipe Annual Ambler Station Cable/Pipe Annual Beechwood Station Cable/Pipe Annual Bethlehem Branch Cable/Pipe Annual Bethlehem Bridge in South Quakertown Cable/Pipe Annual Bridgeport Line Cable/Pipe Annual…