Southeastern Pennsylvania Transportation Authority (SEPTA)

Request for Proposal

26-00102-AHAC

for

Tenant Management and Leasing Services for

SEPTA’s Real Estate Portfolio

July 2026

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

Contents

Part I – Instructions & Information

Part II – Agreement

Attachments

1. Properties

2. Technical Proposal

3. Scope of Services

4. Price Proposal

5. Federal Transit Administration (FTA) Provisions for Contracts

6. Certification Regarding Lobbying

7. Disadvantaged Business Enterprise (DBE) Requirements

8. SEPTA Solicitation Statistics

9. Project Progress and Performance Evaluation

10. Certification Regarding Compliance with Immigration Reform and Control Act of 1986

11. Commonwealth of Pennsylvania Contract Requirements

12. SEPTA EEO Contractual Requirements

Southeastern Pennsylvania Transportation Authority

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Part I

Instructions and Information

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

SECTION 1 – INSTRUCTIONS AND INFORMATION FOR PROPOSERS

I. You (hereinafter referred to as “Proposer”) are requested to submit a formal proposal

(hereinafter referred to as “Proposal”) for the required services detailed in Attachment 2 (hereinafter referred to as “Scope of Services) in accordance with this Request for Proposal (RFP). Any Proposal submitted must comply with the requirements of this RFP as herein stated including all applicable Federal, State and Local laws, and is to be signed by an officer legally authorized to bind Proposer to a Contract (hereinafter referred to as “Contract”) and shall be submitted to SEPTA in writing, in the time and in the manner described herein.

II. FORM OF PROPOSAL

The Proposal must address all items set forth in Attachment 3, “Scope of Services.”

A. Technical Proposal: This shall include but not be limited to the following information:

1. A statement concerning the Proposer’s interpretation of the Project objectives, and a description of the services as understood by the Proposer.

The services described by Proposer must be fully responsive to this RFP. Eliminations or qualifications by Proposer of performance of services required by this RFP may result in a Proposal being judged non-responsive.

2. A Project organization chart identifying Proposer’s manager of the Project and all other “key” personnel. SEPTA retains the right to reject or accept proposed Project personnel. Resumes shall be provided to identify the qualifications and experience of the manager of the Project and all key personnel. Except as specified in Paragraph 8.10 of the attached Contract, SEPTA will not permit a change in the manager of the Project or key personnel after award, if any, to the successful proposing firm.

3. Proposer shall state the full name of the entity as it will appear on all final contract documents. If the Proposer is a joint venture, then a copy of any written agreement that exists between the members of each party to the joint venture shall be included as part of the Technical Proposal. Such agreement shall fully discuss and identify the responsibility of the joint venture for performing the services provided. However, the joint venture must comply with Section 8.12 of the contract.

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B. Price Proposal: The price to SEPTA for performing all the SEPTA required scope of services must be detailed in the Price Proposal. The Price Proposal will be submitted to SEPTA as a SEPARATE DOCUMENT IN A SEALED ENVELOPE. Price Proposals which exclude or restrict cost items necessary for a Proposer to perform the SEPTA required scope of services are not acceptable and may be considered by SEPTA as non-responsive to the RFP.

1. The Price Proposal shall be submitted using the form included in

Attachment 4 along with any other additional information required to make it complete.

2. The requirements of this RFP should be carefully reviewed by

Proposer prior to preparation of its Price Proposal. In preparation of its Price Proposal, Proposer must assume that SEPTA will not make modifications to the terms of the Contract as attached.

III. RESPONSIBILITY OF PROPOSER

SEPTA will only award a contract to a firm which it has determined to be responsible. The Proposer shall furnish adequate documentation to permit SEPTA to determine the responsibility of Proposer within five (5) calendar days of SEPTA’s written request. A responsible Proposer is one that meets the following standards:

1. Integrity and Ethics - Has a satisfactory record of integrity and business ethics, in compliance with 49 U.S.C. Section 5325(j) (2) (A);

2. Debarment and Suspension – Is neither debarred nor suspended from Federal programs under DOT regulations, “Non procurement Suspension and Debarment,” 2CFR Parts 180 and 1200, or under FAR at 48CFR, Chapter 1 Part 9.4 or any Commonwealth of Pennsylvania funded programs. This contract will also be governed by the Contractor’s/Consultant’s responsibilities under 49 CFR, Part 29, regarding debarment, suspension, and other responsibility matters of any lower tier covered transactions, as applicable.

3. DBE – Is in compliance with DOT’s Disadvantaged Business Enterprise requirements, 49 CFR, Part 26;

4. Public Policy – Is in compliance with the public policies of the Federal

Government, as required by 49 U.S.C. Section 5325 (j) (2) (B) and Commonwealth of Pennsylvania public policies;

5. Administrative and Technical Capacity – has the necessary organization, experience, accounting, and operational controls and technical skills, or the ability to obtain them in compliance with 79 U.S.C Section 5325 (j) (2) (D);

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6. Licensing and Taxes – Is in compliance with applicable licensing and tax laws and regulations;

7. Financial Resources – has, or can obtain, sufficient financial resources to perform the contract, as required by 49 U.S.C. Section 5325 (j) (2) (D);

8. Production Capability – Has, or can obtain, the necessary production, and technical equipment and facilities;

9. Timeliness – Is able to comply with the required delivery or performance schedule, taking into consideration all existing commercial and governmental business commitments;

10. Performance Record provides a satisfactory current and past performance record.

IV. GENERAL REQUIREMENTS:

A. SUBMISSION OF PROPOSALS

One (1) original copy of the Technical Proposal, plus 1 thumb drive in “PDF” format and One (1) original copy of the Price Proposal, plus 1 thumb drive in pdf format, both in separate envelopes (clearly marked) but which may be mailed/sent together to SEPTA in a single package/box/envelope, shall be submitted to SEPTA’s Contract Administrator:

Attn: Heather Casullo Sr. Contract Administrator Procurement & Supply Chain Management 1234 Market Street, 11th Floor Philadelphia, PA 19107-3780

B. DISADVANTAGED BUSINESS ENTERPRISE GOAL-NOT APPLICABLE

No Goal(s) Established – No Goal has been established for this procurement. If the successful Proposer uses a DBE subcontractor/subconsultant with the contract, the Proposer must include the properly executed DBE Participation Schedule with their Technical Proposal. Please refer to the DBE section, Attachment #7.

C. SEPTA SOLICITATION STATISTICS SURVEY FOR DBE and NON-DBE

CONTRACTOR/CONSULTANT AND SUB CONTRACTOR/

SUBCONSULTANT FORM

SEPTA is not required to collect statistics regarding all firms proposing on prime contracts and sub-contracts on DOT assisted projects in accordance with 49 CFR part

26.11. Although not required, SEPTA requests that Consultants voluntarily provide copies of this form (Appendix 2) for each DBE and Non-DBE with your proposal package for SEPTA internal reporting purposes only.

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D. RIGHTS RESERVED BY SEPTA

In submitting the proposal, the Proposer understands that the right is reserved by SEPTA to reject any and all proposals and/or to negotiate separately with any firm in any manner deemed appropriate to serve its best interest. If any award of Contract is made because of these Proposals, it will be made based on the Proposal(s) which best satisfied the intent of the RFP and other factors considered in the best interest of SEPTA. SEPTA is not liable for any expenses incurred by Proposers in the development of its Proposal, or any subsequent activity related to the Proposal.

Each BAFO submitted shall remain firm for at least one hundred and twenty (120) days from the date of BAFO submittal and may not be withdrawn in whole or in part during that time.

It is also understood and agreed that if the Proposer should withdraw any part or all of its proposal within this one-hundred and twenty (120) calendar days after the Best and Final Offer (BAFO) without the consent of SEPTA, or shall refuse or be unable to enter into the Contract as provided with these documents, it shall be liable to SEPTA to the extent of SEPTA’s damages occasioned by such withdrawal, or refusal, or inability to enter to a contract.

E. MODIFICATIONS TO SEPTA'S FORM OF CONTRACT

If an award of Contract is made because of this RFP, the proposed form of Contract which the Proposer will be required to execute is attached to this RFP, and as such the Proposers are urged to review the Contract carefully. SEPTA may, at its sole discretion, consider minor modifications to the terms of the proposed Contract. The Proposer must specifically request such modifications by providing the proposed language within the Questions & Answers phase. Any minor modifications submitted will be reviewed and either denied or accepted by SEPTA. Any subsequent requests for modifications may result in the proposal being deemed non-responsive and may lead to canceling any recommendation to a Proposer that makes such a request outside of the allotted period.

The Contract requires that all tasks described in the RFP and/or Proposal shall be the Proposer's sole responsibility and shall be performed by the Proposer and its subcontractors/subconsultants. Due to the negotiation process (see RFP Section 2, "Selection Process"), SEPTA may elect to revise the services described in the RFP and the Proposal. The single document as amended through Addenda and negotiations shall then become an Attachment to the Contract instead of the RFP and Proposal. SEPTA expressly reserves the right to approve and/or modify, at its sole discretion, both form and substance of any written Contract entered into pursuant to this RFP.

F. INSURANCE

Proposer and its subcontractor(s)/subconsultant(s) shall be required to provide, at their own cost and expense, the insurance required in the Contract.

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G. PERFORMANCE EVALUATION

During the performance of the work, SEPTA will conduct at a minimum annually, a formal performance evaluation of the Contract (See Attachment 9).

H. TAXES

Proposer, because of any contract entered into pursuant to this RFP, may be subject to certain business taxes imposed by, but not limited to, municipal, school district, Commonwealth of Pennsylvania, and/or the Federal government.

As to the sales tax imposed by the Commonwealth and some municipalities, Proposer is directed to the provisions in Pennsylvania law found at 72 P.S. 72 §7201 et seq. SEPTA makes no representation that these statutes are the only relevant statutes that apply to this Request for Proposal.

Proposer acknowledges that nothing in this RFP constitutes legal advice by SEPTA thereon. Proposer, to whatever extent that Proposer deems necessary, must obtain its own legal advice on any question concerning relevant taxes. Proposer is responsible for investigating whether it is subject to municipal, school district, Commonwealth of Pennsylvania, or Federal taxes and for paying such tax if applicable. Proposers are hereby informed that SEPTA is obligated by law to furnish to governmental entities, upon their request, the name and address of any person or firm with whom SEPTA has a contract for goods and/or services.

I. PROPOSAL SECURITY -Not Used

J. DISCREPANCIES – DUTY OF PROPOSER TO CLARIFY AMBIGUITIES

Should a Proposer find any discrepancy or ambiguity, or omission from the scope of work, or should it be in doubt as to their meaning, the Proposer must at once notify SEPTA’s Contract Administrator who will, if determined to be necessary, send a written addendum for clarification purposes to all Proposers. Only written modifications issued as addenda will affect changes in the RFP and/or Contract Documents. The failure of the Proposer to clarify ambiguities prior to proposal submittal constitutes a waiver of their right to raise any such ambiguity.

K. ADDENDA

The contents of all addenda to Proposers are to be incorporated in the proposal and will become part of the RFP and/or Contract Documents.

L. CERTIFICATION REGARDING LOBBYING

By signing and submitting a proposal, the Proposer agrees to furnish the Certification Regarding Lobbying. The signed Certification may be submitted concurrently with the Technical Proposal. If the Certification is not submitted along with the Technical Proposal, it shall be submitted within five (5) calendar days of proposal submittal, unless SEPTA grants, in writing, an extension (See Attachment 5).

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M. CERTIFICATION REGARDING COMPLIANCE WITH IMMIGRATION

REFORM AND CONTROL ACT OF 1986

By signing and submitting a proposal, the Proposer agrees to furnish the Certification Regarding Compliance with Immigration Reform and Control Act of 1986 in compliance with the requirements stated in 8 U.S.C. §1324 (a). The signed Certification must be submitted with the submission of the technical proposal (See Attachment 10).

N. NON-COLLUSION REQUIREMENT

In the event Proposer is recommended to the SEPTA Board for award, the Proposer hereby agrees to sign an Affidavit of Non-Collusion, if requested by SEPTA, in a form acceptable to SEPTA prior to the award, if any, of the contract.

O. SEPTA’s RFP PROTEST PROCEDURE The definitions, policies and procedures cited below are applicable to this section only.

1.0 PURPOSE

1.1 This section describes the policies and procedures governing the receipt and resolution of protests in connection with a Request for Proposal (RFP). This procedure is applicable to all RFP’s more than $25,000. Proposal protests for RFP’s less than $25,000 shall be informally handled by the Assistant General Manager of Procurement & Supply Chain Management or his/her designee.

2.0 DEFINITIONS

2.1 "Interested Party" means any proposer.

2.2 "Days" means business days.

2.3 “Filed” means the date of receipt by The Office of SEPTA’s Assistant General

Manager of Procurement & Supply Chain Management or his/her designee (hereinafter Assistant General Manager of Procurement & Supply Chain Management).

2.4 “Federal/State Law or Regulation” means any valid requirement imposed by

Federal, State, or other Statute or regulation.

2.5 “Presumptive Contractor/Consultant” means the proposer that is in line for award of the contract if the protest is denied.

2.6 “Protestant” is an Interested Party who is aggrieved in connection with the solicitation or award of a contract and who files a protest.

3.0 TYPES OF PROTESTS/ TIME LIMITS

3.1 Pre-Bid/Proposal Protest is based upon alleged restrictive specifications or alleged improprieties in SEPTA’s procurement process. A Protestant must file a pre-

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proposal protest no later than five (5) days prior to the due date of proposals by 4:30 p.m. Philadelphia prevailing time.

3.2 Pre-Award Protest is based upon alleged improprieties of a Proposal. A Protestant must file a pre-award protest no later than five (5) days after the Protestant knows or should have known of the facts giving rise thereto by 4:30 p.m. Philadelphia prevailing time.

3.3 Post-Award Protest is based upon the award of a contract. A Protestant must file a post-award protest no later than five (5) days after the notification to the unsuccessful firms of SEPTA’s intent to award, or no later than five (5) days after an unsuccessful firm becomes aware of SEPTA’s intent to award a contract, whichever comes first, by 4:30 p.m. Philadelphia prevailing time.

4.0 CONTENTS OF PROTEST

4.1 Protests must be in writing, and filed directly with SEPTA’s Office of the

Assistant General Manager of Procurement & Supply Chain Management, at the address indicated in the solicitation, and must contain the following information:

a. The name, address, and telephone number of the Protestant;

b. Identity of the RFP (by number and description); and

c. A detailed factual statement of the grounds for protest; and

d. The desired relief, action or ruling.

5.0 ACTION BY SEPTA

5.1 Procurement Process Status

Upon timely receipt of a protest, SEPTA will delay the evaluation process of the proposals until after resolution of the protest for protests filed prior to the receipt of proposals or withhold award until after resolution of the protest for protests filed after an award recommendation is announced. However, SEPTA may receive or evaluate proposals or award a contract whenever SEPTA, at its sole discretion, determines that:

a. The items or work to be procured are urgently required; or

b. Delivery or performance will be unduly delayed by failure to make the award promptly; or

c. Failure to make a prompt award will otherwise cause undue harm to SEPTA or a funding source.

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If the protest is filed before the award of the contract, SEPTA will advise the Presumptive Contractor/Consultant of the pending protest.

5.2 If deemed appropriate, SEPTA may conduct an informal conference on the merits of the protest with all Interested Parties invited to attend.

5.3 Response to the Protest

SEPTA’s Assistant General Manager of Procurement & Supply Chain Management will respond in detail to each substantive issue raised in the protest within a reasonable time after the protest is filed. SEPTA’s response shall address only the issues raised originally by the Protestant within the filed protest.

When, on its face, a protest does not state a valid basis for protest or is untimely, the Assistant General Manager of Procurement & Supply Chain Management may summarily dismiss the protest without providing a detailed response.

5.4 Rebuttal to SEPTA Response

The Protestant may submit a written rebuttal to SEPTA’s response, addressed to the Assistant General Manager of Procurement & Supply Chain Management, but must do so within five (5) days after receipt of the original SEPTA response.

SEPTA will not address new issues raised in the rebuttal. After receipt of the Protestant’s rebuttal, the Assistant General Manager of Procurement & Supply Chain Management will review the protest and notify the Protestant of his/her final decision.

5.5 Request for Additional Information

Failure of the Protestant to comply with a request for information as specified by SEPTA’s Assistant General Manager of Procurement & Supply Chain Management, may result in determination of the protest without consideration of the additional information if subsequently produced. If any Interested Party requests information from another Interested Party, the request shall be made to SEPTA’s Assistant General Manager of Procurement & Supply Chain Management, and, if SEPTA so directs, shall be complied with by the other party within five (5) days.

5.6 Request for Reconsideration

If data becomes available that was not previously known, or there has been an error of law, a Protestant may submit a request for reconsideration of the protest.

SEPTA’s Assistant General Manager of Procurement & Supply Chain Management will again review the protest considering all currently available information. The Assistant General Manager of Procurement & Supply Chain Management’s determination will be made within a reasonable period of time, and his/her decision will be considered final.

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5.7 Decision

Upon review and consideration of all relevant information, the determination as issued by SEPTA will be final.

6.0 CONFIDENTIALITY OF PROTEST

Material submitted by a Protestant will not be withheld from any Interested Party, except to the extent that the withholding of information is permitted or required by law or regulation. If the Protestant considers that the protest contains proprietary material which should be withheld, a statement advising of this fact must be affixed to the front page of the protest submission and the allegedly protected information must be so identified whenever it appears.

[END OF SECTION]

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

SECTION 2 – SELECTION PROCESS

I. TECHNICAL EVALUATION CRITERIA

The following criteria in descending order of importance will be used for the evaluation of Proposals according to SEPTA Procedures:

1. Firm and Professional Qualifications: The qualifications, experience, and expertise of the firm’s leadership and key staff assigned to the project, including their ability to manage public-sector leading and tenant operations.

2. Past Performance and Relevant Experience: The Firm’s demonstrated experience providing tenant management and/or brokerage services, or both for public transportation agencies, government authorities or similar public-sector entities and non-governmental commercial clients including the number of years such services have been performed and the scope and nature of the work completed.

3. Project Approach and Methodology: The firm’s proposed approach to providing tenant management services, brokerage services, or both, including methodologies, processes, and strategies to meet the needs of the Authority.

4. Organizational Capacity and Overall Understanding: The firm’s overall history, organizational structure, and demonstrated understanding of brokerage and tenant management services as they relate to public transportation related properties.

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II. SELECTION

A. SEPTA shall create a Selection Committee, composed of several SEPTA staff members which shall independently evaluate each Proposal on the evaluation criteria based upon the application of adjectival ratings. The standards and qualifications that follow have been developed to serve as indicators of expected performance or compliance with the requirements of the RFP. SEPTA may seek the assistance of external experts and/or consultants during the evaluation process. The adjectival ratings are as follows:

Superior: Exceeds in all or most aspects the minimum requirements of the

RFP. Offers solutions and responses to the Scope of Services that have a high probability of success. Provides cost effective advantages for the program and SEPTA. Response requires no modifications to conform and comply with the critical elements of the RFP.

Very Good: Meets in all aspects and in some cases exceed the minimum requirements of the RFP. Offers solutions and responses to the Scope of Services that have a high probability of success. Provides cost effective advantages for the program and SEPTA. No significant weaknesses or deficiencies. Response requires little or no modifications to conform and comply with the critical elements of the RFP.

Acceptable: Meets the minimum requirements of the RFP; Responses and solutions offer no significant advantages; reasonable probability of success; Weakness and/or deficiencies require some modifications to conform and comply with the critical elements of the RFP.

Marginal: Responses and solutions to the Scope of Services provide minimum probability of success. Significant weaknesses and deficiencies in the responses and solutions offered. Responses require significant modifications to conform and comply with the requirements of the RFP.

Unacceptable: Responses and solutions fail to meet the minimum requirements of the RFP. The information provided is insufficient to evaluate the response. Major revisions are required to cure deficiencies.

These adjectival ratings are only guides to assist SEPTA in evaluating Proposals, and they do not mandate the automatic selection of a particular Proposal.

B. After evaluating the technical proposals based on the criteria set forth above, SEPTA may conduct interviews and request and receive additional information as it deems necessary from any Proposer deemed to be responsive to the RFP. If interviews are

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conducted, Proposers deemed non-responsive and/or have no reasonable chance of being selected will not be interviewed.

C. After all Proposals have been evaluated in accordance with the criteria set forth above, the Price Proposals will be reviewed, and price will be considered in the overall evaluation. If any Proposal is determined to be acceptable based on the Technical Evaluation, interviews (if conducted), and Price, SEPTA may, without discussion or negotiation, proceed to award the Contract to that firm.

D. However, if no Proposal is acceptable without negotiation, those firms whose

Proposals are determined by SEPTA to be within the competitive range may be contacted by letter from SEPTA to formally schedule negotiations. The competitive range will be determined by SEPTA and will consist of those firms whose proposals are determined to have a reasonable chance of being selected for an award based on the technical evaluations and price.

E. No information, financial or otherwise, will be provided to any Proposer about any

Proposals from other Proposers.

F. After all negotiations and discussions have been completed, each of the Proposers within the competitive range with whom negotiations have been conducted will be afforded the opportunity to submit a BEST AND FINAL OFFER (BAFO) (including Options). The BAFO shall be each Proposer’s most favorable Price Proposal for the Technical Proposal and business/contractual terms which have been clarified and agreed upon during discussions and negotiations. The request for BAFOs will set forth the specific time and date for the submission of the BAFO. The BAFO (including Options) will be evaluated by SEPTA. Each BAFO submitted shall remain firm for at least one hundred and twenty (120) days from the date of BAFO submittal and may not be withdrawn in whole or in part during that time.

III. AWARD

A. As stated in Section I, Paragraph IV (General Requirements), E (Modifications to SEPTA’s Form of Contract) if any Proposer fails to submit minor modifications during the Questions & Answers phase and attempts to submit them subsequently may result in the proposal being deemed non-responsive. SEPTA may cancel a recommendation to award to a firm that makes such requests outside the allotted period.

B. SEPTA will make an award, if any, only to a firm that has been determined by SEPTA to be fully responsive and responsible to the RFP requirements, while taking into consideration the staff’s evaluation of the Technical Proposals, interviews (if conducted), and the BAFO. A recommendation to the SEPTA Board will be made of the firm that is the most advantageous to SEPTA.

C. If applicable, in accordance with SEPTA's Procurement Manual, Chapter V – 10.2, SEPTA's Board Committee, with staff support as appropriate, may interview, and receive a presentation (if desired) from all Proposers in the competitive range. Based

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upon presentations and, taking into consideration the staff's evaluation of the written proposals submitted to SEPTA and the Best and Final Offer, the Board Committee will make a recommendation to the full Board of the firm(s) that are the most advantageous to SEPTA should be awarded the contract.

D. Septa is prohibited from entering into a Cost-Plus Percentage of Cost (CPPC) contract under its Procurement Manual and applicable state and federal regulations. A CPPC contract reimburses a Proposer for actual project expenses, plus a fixed percentage as profit. CPPC contracts can have the undesirable effect of incentivizing Proposers to increase project expenses, thus maximizing their profit. These contracts have potential for cost overruns because the greater the project cost, the higher the Proposer’s profit margin.

[END OF SECTION]

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Part II

Agreement

Tenant Management & Leasing Services Agreement for SEPTA Real Estate Portfolio

RFP 26-00102-AHAC

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Tenant Management & Leasing Services Agreement

Table of Contents

ARTICLE I

ENGAGEMENT; TERM; CANCELLATION

1.01 Engagement

1.02 Term and Cancellation

ARTICLE II COMPENSATION

OF THE TENANT MANAGER

2.01 Compensation

ARTICLE III

MANAGEMENT OF THE PROPERTY

3.01 Tenant Manager’s Duties and Powers

3.02 NOT USED

3.03 Rent Collections and Enforcement of Leases

3.04 Operating Account

3.05 Violations

3.06 Insurance/Fidelity Bond

3.07 Payments

3.08 Certain Legal Requirements

3.09 Inspections

3.10 Financial Reports

3.11 Zoning Changes and Other Information

3.12 Expense Disbursements

3.13 Sale of Property

3.14 Public Relations

3.15 Tenant Manager Expenses

3.16 Management Office

3.17 Meetings

3.18 Tenant Leases

ARTICLE IV

BOOKS AND RECORDS

4.01 Maintenance of Books and Records

ARTICLE V BUDGET

5.01 Operating Budgets

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ARTICLE VI

INDEMNITY

6.01 Indemnification by Tenant Manager

6.02 Workers’ Compensation Indemnification

6.03 Cooperation

6.04 Consequential Damages

ARTICLE VII

TERMINATION

7.01 Termination

ARTICLE VIII MISCELLANEOUS

PROVISIONS

8.01 Assignment

8.02 Notices

8.03 Entire Agreement

8.04 Headings

8.05 Governing Law

8.06 Definition of “Best Efforts”

8.07 Order of Precedence

8.08 Bids, Discounts, Rebates, Etc

8.09 Compliance with Governmental Orders

8.10 No Joint Venture or Partnership

8.11 Personnel To Be Used In Providing Services

8.12 Joint and Several Liability

8.13 Leins and Charges

Attachment 1 Properties Attachment 2 Technical Proposal 23 Attachment 3 Scope of Services 25 Attachment 4 Price Proposal 33 Attachment 5 Federal Transit Administration (FTA) Provisions for Contracts 35 Attachment 6 Certification Regarding Lobbying 56 Attachment 7 Disadvantaged Business Enterprise (DBE) Requirements 58 Attachment 8 SEPTA Solicitation Statistics 70 Attachment 9 Project Progress And Performance Evaluation Form 72 Attachment 10 Certification Regarding Compliance With Immigration Reform and Control Act of 1986 75 Attachment 11 Commonwealth of Pennsylvania Contract Requirements 77 Attachment 12 SEPTA EEO Contractual Requirements 88

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AGREEMENT FOR

TENANT MANAGEMENT AND LEASING SERVICES FOR

SEPTA’s REAL ESTATE PORTFOLIO

THIS AGREEMENT (“Agreement”), entered into this day of , 202_ by and between Southeastern Pennsylvania Transportation Authority ("SEPTA"), a body corporate and politic which exercises the public powers of the Commonwealth of Pennsylvania as an agency and instrumentality thereof with its principal office located at 1234 Market Street, 10th Floor, Philadelphia, Pennsylvania 19107-3780, and (“Contractor”).

WITNESSETH:

WHEREAS, SEPTA owns the real property and the improvements more fully described in Attachment 1 Scope of Services ("Properties" or individually “Property”); and

WHEREAS, SEPTA desires to engage a tenant management and leasing firm(s) to manage the day-to-day operations of the Properties and provide leasing services as more fully set forth herein;

and

WHEREAS, SEPTA issued a Request for Proposals (“RFP”) to provide such a services; and

WHEREAS, Contractor is the successful proposer; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto, intending to be legally bound hereby, agree as follows.

Article 1 - Engagement, Term, Cancellation

1.01 Engagement

(a) Property and Tenant Management

SEPTA hereby engages the Contractor to manage, lease and provide real estate advice and services relevant to the Properties as more fully set forth in Attachment 3A. SEPTA hereby authorizes Contractor to exercise reasonable powers as may be customary and necessary for the leasing management of the Properties; provided however such powers shall be subject to SEPTA's approval as provided in this Agreement. Contractor hereby accepts such engagement and agrees:

(i) to perform all supervisory, management, operational, leasing and consulting services and functions, including, but not limited to, those specifically set forth in Article III of this Agreement and in the Scope of Services pursuant to the RFP process (“Scope of Services”) as set forth in Attachment 3A, reasonably necessary or incidental to the management, operation and leasing of the Properties and customarily performed by tenant managers and leasing agents of similar properties in Center City Philadelphia, Pennsylvania and surrounding areas; and

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(ii) to use its best efforts in the performance of such services and functions and to exercise professional competence in tenant managing and leasing the Properties and in providing relevant real estate services; and to use due diligence in the collection of the rentals and other income from the Properties, to issue, as required, notice of termination within thirty (30) days of any rental delinquency and shall immediately notify SEPTA within thirty (30) days of any such uncured delinquency. If not cured, Contractor shall cooperate and assist SEPTA in instituting suit or other legal action necessitated by such delinquency. Contactor acts hereunder as an independent contractor and not as an agent of SEPTA.

Drafting leases, contracts and agreements for the Properties will be made faithfully by Contractor on behalf of SEPTA pursuant to this Agreement.

(b) Leasing (Brokerage) Services

(i) SEPTA hereby engages the Contractor to diligently maximize revenues from the

Properties including telecommunications (including fiber optics and wireless), utilities, land and buildings, retail concessions/pushcarts, and specialty/Master Agreements as more fully set forth in Attachment 3B.

1.02 Term and Cancellation

(a) This Agreement shall be effective as of and shall continue in effect for a period of five (5) years terminating on . Provided Contractor is not in default, Contractor, with SEPTA’s approval, shall have two (2) consecutive options to extend the Agreement for an additional five (5) years each.

Contractor shall give SEPTA at least sixty (60) days written notice of its desire to exercise an option (“Option Notice”). Upon receipt of an Option Notice, SEPTA will then have thirty (30) days to confirm in writing if it agrees to the option or not.

(b) SEPTA shall have the right, by written notice to Contractor, to terminate this Agreement if:

(i) the Properties (or a Property) are sold, or

(ii) Contractor breaches or fails to comply with any provision of this Agreement and/or fails to manage the Properties in accordance with standards of property management or property leasing or consulting appropriate for properties similar to the Properties, and Contractor fails to correct such areas of mismanagement within fifteen (15) days (or such longer period of time as may be reasonably required, and SEPTA agrees, if Contractor promptly commences and diligently pursues to cure such default, but in no event longer than thirty (30) days) following written notice specifying the areas of mismanagement, or

(iii) a bankruptcy, reorganization or assignment of all or substantially all of its property for the benefit of creditors is commenced by or against Contractor and Contractor shall fail to cause the same to be dismissed within sixty (60) days, or

(iv) all or substantially all of the Properties are condemned or acquired by eminent domain, or

(v) all or substantially all of the Properties are destroyed by fire or other casualty.

Notwithstanding anything to the contrary contained in this Agreement, Contractor shall not be entitled to any notice or grace period in respect of a default by Contractor

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involving fraud or other intentional misconduct or such breach relates to or will result in a safety hazard or concern.

(c) 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 of the 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.

Article 2 - Compensation of the Broker and Tenant Manager

2.01 Compensation

(a) Tenant Management Compensation. SEPTA shall cause to be paid to Contractor, on a monthly basis, a management fee ("Management Fee") as set forth in Attachment 4.

(b) Property Leasing/Broker Services Compensation. SEPTA shall cause to be paid to Contractor compensation for leasing available space to new tenants and for negotiating on SEPTA’s behalf leasehold expansions, that occur during the term of this Agreement.

Such compensation shall be paid in the form of a commission as set forth in Attachment

4. Contractor will be responsible for all Property Leasing/Broker Service costs and expenses including promotion and advertising campaigns, as they are included in the paid commission for these customer brokerage tasks.

Article 3 – Tenant Management and Leasing/Broker Services

3.01 Contractor’s Duties and Authority

Contactor will manage the Properties to maximize the Properties’ economic potential.

Specifically, Contractor will provide the services set forth herein and in the Scope of Services (Attachment 3) in a manner and within time periods reasonably satisfactory to SEPTA.

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(a) Contractor’s Employees. Contractor shall supervise the work of, and hire and discharge, all personnel connected with the Scope of Services’ activities of the Properties.

Contractor shall use reasonable care in hiring and discharging such employees and in selecting qualified, competent, and trustworthy employees. Contractor shall, subject to applicable law, discharge and terminate the services of any on-site employee upon receipt of written request of SEPTA. Contractor shall not enter into a collective bargaining agreement which shall bind SEPTA or be applicable to employees hired in connection with the Properties or conduct any negotiations with respect thereto, without the prior written approval of SEPTA. Contractor shall be an equal opportunity, non-discriminatory employer as set forth in Attachment 12 herein.

Unless otherwise requested in writing by SEPTA, all employees hired by Contractor in connection with the Properties shall:

(i) be in the sole employ of Contractor and not of SEPTA,

(ii) be on Contractor's payroll and be paid from Contractor’s Management Fee and shall not be paid out of the Lock Box Account as defined in Article 3.04 of this Agreement, and

(iii) be under the sole control and direction of Contractor. In no event shall any person hired or employed in connection with this Agreement be considered an employee of SEPTA.

(b) Services. Other than as set forth below in 3.01(e), in no event shall Contractor, without the prior written consent of SEPTA:

(i) provide, promise to provide, or contract to provide to tenants, services other than those set forth in this Agreement, or

(ii) enter into any contract for the provision of services as approved by SEPTA that are not cancelable by SEPTA on thirty (30) days’ prior notice without premium or penalty.

All contracts shall provide for termination upon the sale of the Properties/Property and SEPTA's notification to the contractor of termination, at no cost to SEPTA or its successors or assigns. Any and all agreements to provide services to tenants other than those provided pursuant to agreements which require the tenant to pay all costs of such services shall specifically require the prior written approval of SEPTA.

Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the liability of SEPTA under any service contracts or other contracts entered into with third parties in connection with this Agreement shall be limited solely and exclusively to SEPTA's interest in the Property.

(c) Contractor agrees to comply with all written rules and regulations of SEPTA and insure that all tenants comply with such written rules and regulations as well.

(d) Contractor shall comply, and direct that all tenants comply, with all applicable accessibility provisions of the Americans With Disabilities Act, 42 U.S.C. § 12101, et seq., the Occupational Safety and Health Act (“OSHA”) and all other applicable laws, rules and regulations.

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(e) Contractor shall comply with the provisions of Pa. Stat. Ann., tit. 25, § 3260(a) concerning political contributions.

3.02 Monies Paid to SEPTA

Unless otherwise agreed, all monies received by Contractor for or on behalf of SEPTA, shall be and remain the property of SEPTA, and shall be deposited in SEPTA’s designated lock box account ("Lock Box Account") to be opened by SEPTA, or be provided directly to SEPTA via electronic payment.

3.03 Violations.

Upon obtaining knowledge thereof, Contractor shall promptly notify SEPTA in writing of any material violation of any regulation, ordinance, rule or order of any federal, state, county or municipal authority or of any Board of Fire Underwriters or similar body having jurisdiction over the Properties or SEPTA (collectively, "Applicable Law” or “Applicable Laws") and shall advise SEPTA as to any potential material violation of any Applicable Law or proposed Applicable Law, and, in either case, Contractor shall advise SEPTA of the steps required to cure such violation or future violation, including whether or not such violation of such Applicable Law, or the application thereof to the Property or SEPTA, should be contested. Unless SEPTA shall elect to contest such violation of Applicable Law, Contractor shall take such steps as are necessary and as directed by SEPTA to correct such violation or as are otherwise required to comply with the Applicable Law. If SEPTA elects to contest such violation of Applicable Law, Contractor shall assist SEPTA in such contest and shall at SEPTA's request supervise and consult with any professional advisers retained to conduct such contest.

3.04 Insurance/Fidelity/Crime Coverage.

(i) Comprehensive General Liability Insurance for Bodily Injury and Property Damage to others. Covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 combined limit per occurrence and not less than $2,000,000 annual aggregate.

Minimum Limits of Liability

Products/Completed Operations Annual Aggregate Per Project $2,000,000 Fire Damage Legal Liability (any one fire) $300,000

Personal and Advertising Injury Limit $1,000,000

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.

Policy shall be written or endorsed to include as additional Insureds those parties or persons designated and apply on a Primary/Non-Contributory basis.

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Additional Insureds

Policy shall be written or endorsed to include as additional Insureds those parties or persons designated and apply on a Primary/Non-Contributory basis.

Coverage: Premises operation; blanket contractual liability; personal injury liability;

products and completed operations; independent contractors, employees and volunteers as additional insureds; cross liability and broad form property damage (including completed operations), explosion, collapse and underground damage (XCU).

(ii) AUTOMOBILE LIABILITY

Liability Insurance (covering all autos, trucks, and other vehicles used in connection with this Project or Contract) for bodily injury and Property Damage to others.

Minimum Limits of Liability

$1,000,000 combined Single Limit (Bodily Injury and Property Damage)

Additional Insureds

Hired and Other Non-Owned Vehicles

Vehicle Liability Policy shall be written or endorsed to include coverage for Hired, Leased or other Non-Owned Vehicles.

(iii) UMBRELLA/EXCESS LIABILITY INSURANCE

a. Occurrence Limit: $5,000,000 each claim

b. Aggregate Limit (where applicable): $5,000,000 annual

c. Policy to apply excess of the Commercial General Liability (following form Per

Project Aggregate Limit), Commercial Automobile Liability and Employer’s Liability Coverages and “drop-down” for defense and indemnity in the event of exhaustion of the underlying insurance, to the extent such insurance is used to satisfy the above-noted requirements.

d. Additional Insureds

(iv) FIDELITY/CRIME LIABILITY

Contractor shall maintain Crime Coverage with a $2,000,000 each claim and annual aggregate Employee Theft Limit, as well as a $2,000,000 each claim and annual aggregate for Third Party Client Coverage. Person shall also name Southeastern Pennsylvania Transportation Authority (“SEPTA”) as a “Loss Payee” on the Crime Policy.

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(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. 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, furnish SEPTA with full reports as to all accidents, claims and potential claims for damage related to the Property, and shall cooperate with the insurers in connection therewith.

3.05 Certain Legal Requirements.

Contractor shall prepare and file, or cause to be prepared and filed, when due, all reports relating to the Properties, or any portion thereof, required by Applicable Laws or any lender or ground lessor (including estoppel certificates), other than federal, state and local income tax returns required to be filed by or on behalf of SEPTA; provided, however, that Contractor shall provide such information and assistance as SEPTA may request in connection with the preparation and filing of such income tax returns. With the prior approval of SEPTA, Contractor may make use of the services of SEPTA's accountants and counsel in the preparation and filing of any such reports. All reasonable fees and charges required to be paid in connection with any such report, including the fees and disbursements of professional advisers related thereto, shall be pre-approved by SEPTA.

3.06 Zoning Changes and Other Information.

Contractor shall notify SEPTA promptly of any information received by Contractor with respect to any proposed or final zoning changes, condemnation proceedings, environmental actions or laws, requests for easements, leasing or sales proposals and such other matters as may be of

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interest to SEPTA, together with any recommendations Contractor may have with respect to such matters and an estimate of the time available to SEPTA to consider such information before a response thereto is, in the reasonable judgment of Contractor, required to be made.

3.07 Expense Disbursements.

(a) Contractor shall not make any expense disbursements without prior written approval of SEPTA.

(b) Contractor shall immediately notify SEPTA of any charge, notice, violation, bill or otherwise that may result in a late fee or financing fee being charged.

3.08 Sale of Property.

If, at any time, SEPTA contemplates the sale of or arranges to sell all or any substantial part of the Properties/Property or all or any portion of any interest of SEPTA, Contractor shall fully cooperate with SEPTA in connection with such sale, including, without limitation, preparation of necessary reports and schedules and attendance at a closing, if requested by SEPTA.

3.09 Public Relations.

Contractor shall coordinate all public relations activities, subject to the supervision and approval of SEPTA. Such activities shall include public announcements made with respect to the Properties, the advertising of Property space for lease, and relations with local governmental entities and any public interest groups in the community, and with prospective tenants of the Property.

3.10 Meetings.

Contractor shall meet with SEPTA on a minimum of a bi-weekly basis, at such time and place as is mutually agreeably to both parties with a written…