SFP-1000028-Centre County-DHS-Due 10-23-2026.pdf

Revised 7/10/20

SOLICITATION FOR PROPOSAL (SFP)

SFP # 1000028

Date of Issue: August 28, 2026

Due Date: Responses due no later than 3:00 PM on October 23, 2026.

PROPOSALS WILL NOT BE ACCEPTED AFTER THIS TIME.

Tenant Agency: Department of General Services County: Centre (Refer to Appendix E for Geographic Boundaries) Square Footage: 7,576 Term: Ten (10) years with two (2) – five (5) year options Type of Space: Office Warehouse Hangar Institutional Other Parking Requirement: The Commonwealth does not make parking a requirement of SFPs for the lease of real estate unless otherwise specified in the Agency Lease Specifications (Appendix D), however, proposers should provide information relative to the availability of private and/or public parking as well as the number of parking spaces and location of the parking if included in the proposal.

Total number of parking spaces: 60, including 2 spaces to accommodate ADA requirements, and 1 van accessible space. See Agency Lease Specifications (Appendix D).

Additional Considerations:

Janitorial Services – If janitorial services are not included in the Lease, the Lessor must indicate this in the solicitation packet. Please include pricing with and without Lessor-provided janitorial services.

All questions and inquiries regarding this SFP must be directed to:

DGS Lease Contract Specialist: Phillip Iacono Phone: (717) 831-3292 Email: piacono@pa.gov Submission Instructions:

The Department of General Services (DGS) will not accept submission of proposals by mail.

EMAIL:

Proposals must be submitted to RA-DGSLeasingSFPResponse@pa.gov. The subject line of the email must state the SFP#, Agency, County, Leasing Coordinator’s Name, and Due Date. All required forms must be attached to the email and the proposer must request a “send/receive” receipt.

APPENDIX A

PROPOSAL CHECKLIST AND ACKNOWLEDGMENT

APPENDIX A

PROPOSAL CHECKLIST AND ACKNOWLEDGMENT

*The proposal submission must include this checklist signed by the proposer as well as all applicable documents listed below.

Instructions: Please provide a check mark for all items submitted in this Checklist. If a document is not provided, please provide an explanation in the space provided. Failure to follow these instructions will result in delayed evaluation of this SFP.

Check Mark Document

Please explain if NOT included (attach documentation if needed or appropriate) The following forms are available electronically at the following link or by clicking on the form name below:

Leasing Forms

GSRE-19, Proposal to Lease Space to the Commonwealth GSRE-6, Lessor Identity Disclosure GSRE-47, Agency Agreement/Limited Agent Authority *if applicable (required if an agent is involved in any way or if the payee remittance address differs from the Lessor address disclosed on the GSRE-6) GSRE-42M, Contractor Responsibility Certification GSRE-61, Non-Disturbance and Attornment Agreement, (if applicable)

In addition to the forms listed above, please submit the following documents Appendix A, Proposal Checklist and Acknowledgment Appendix B, Small Diverse Business (SDB) and Small Business (SB) Participation Submittal, SDB/SB Letter of Intent, if applicable.

Proposer acknowledges the proposal is based upon requirements to pay Prevailing Wages, if applicable, in accordance with Section III, Paragraph 32, of the Standard Terms & Conditions.

Proof of Site Control (BRE recommends proposers obtain and maintain site control for the proposed property for a minimum period of 180 days from the end date of this SFP in order to allow sufficient time for site selection by the tenant agency, negotiations, processing and lease execution).

An Area Map that identifies the building location, major arterials, and public transportation routes, etc.

Estimated Construction Schedule to include a timeline for producing a test fit, permitting approvals, construction, etc.

Disclose Flood Plain Status, if applicable. (50 yr., 100 yr., 500 yr., etc.)

Drawings – Site Plan(s), floor plans/test fit, elevations, building sections Photographs – marked and labeled for easy reference Additional supporting attachments/documents if needed and/or appropriate.

An official, authorized to bind the proposer to its provisions, must sign the proposal and all required forms, including this Checklist.

Print Name

Signature Date https://www.dgs.pa.gov/Facilities/Office-Leases/Pages/default.aspx http://www.dgs.pa.gov/Documents/Real%20Estate%20Forms/GSRE-19%20Proposal%20to%20Lease%20Space.pdf https://www.dgs.pa.gov/Documents/Real%20Estate%20Forms/GSRE-6%20Lessor%20Identity%20Disclosure%20Form.pdf http://www.dgs.pa.gov/Documents/Real%20Estate%20Forms/GSRE-47%20Agency%20Agreement-Limited%20Agent%20Authority.pdf http://www.dgs.pa.gov/Documents/Real%20Estate%20Forms/GSRE-42M%20Contractor%20Responsibility%20Certification.pdf http://www.dgs.pa.gov/Documents/Real%20Estate%20Forms/GSRE-61%20Non-Disturbance%20and%20Attornment%20Agreement.pdf https://www.dgs.pa.gov/Documents/Real%20Estate%20Forms/GSRE-42M%20Contractor%20Responsibility%20Certification.pdf https://www.dgs.pa.gov/Documents/Real%20Estate%20Forms/GSRE-61%20Non-Disturbance%20and%20Attornment%20Agreement.pdf

APPENDIX B

SMALL BUSINESS (SB) PARTICIPATION

SUBMITTAL

SB LETTER OF INTENT

APPENDIX B (part 1)

SMALL BUSINESS PARTICIPATION

This solicitation reflects material changes which have been made to the Commonwealth’s lease solicitation process to encourage participation by small businesses in Commonwealth leasing.

The Commonwealth encourages participation in Commonwealth leases by Small Businesses either directly as lessors, or through lessor contracts for services (such as design, construction, cleaning, repair, maintenance, snow removal or landscaping) or supplies related to the lease. Small Business participation and commitments will be considered as a factor for selection for lease award.

A Small Business must meet each of the following requirements:

The business must be a for-profit, United States business;

The business must be independently owned;

The business may not be dominant in its field of operation;

The business may not employ more than 100 full-time or full-time equivalent employees;

The business, by type, may not exceed $38.5 million in gross annual revenues over the preceding three years.

For a proposer to receive credit for a commitment to a Small Business, the Small Business must complete the DGS/BDISBO self-certification process. Additional information on this process can be found at:

https://www.dgs.pa.gov/Small%20Business%20Contracting%20Program/Pages/default.aspx

A Small Business is a DGS-verified minority-owned small business, woman-owned small business, veteran-owned small business, service-disabled veteran-owned small business, LGBT-owned small business, disability-owned small business, or other small businesses as approved by DGS, that are owned and controlled by a majority of persons, not limited to members of minority groups, who have been deprived of the opportunity to develop and maintain a competitive position in the economy because of social disadvantages.

For a proposer to receive credit for a commitment to a Small Diverse Business, the Small Diverse Business must complete the DGS verification process. Additional information on this process can be found at:

https://www.dgs.pa.gov/Small%20Diverse%20Business%20Program/Small-Diverse-Business- Verification/Pages/default.aspx

The Department’s directory of self-certified Small Businesses can be accessed from: http://www.dgs.internet.state.pa.us/ suppliersearch.

Questions regarding the mall Business Programs, including questions about the self-certification and verification processes can be directed to:

Department of General Services Bureau of Diversity, Inclusion and Small Business Opportunities (BDISBO) Room 601, North Office Building Harrisburg, PA 17125 Phone: (717) 783-3119 Fax: (717) 787-7052 Email: RA-BDISBOVerification@pa.gov Website: www.dgs.pa.gov

NOTE: EQUAL EMPLOYMENT OPPORTUNITY AND CONTRACT COMPLIANCE STATEMENTS REFERRING

TO COMPANY EQUAL EMPLOYMENT OPPORTUNITY POLICIES OR PAST CONTRACT/LEASE

COMPLIANCE PRACTICES DO NOT CONSTITUTE PROOF OF SMALL DISADVANTAGED BUSINESS STATUS

OR ENTITLE A PROPOSER TO RECEIVE CREDIT FOR SMALL DIVERSE BUSINESS UTILIZATION.

SMALL BUSINESS PARTICIPATION SUBMITTAL

Proposers that wish to receive consideration for making commitments to and/or that qualify as mall Business are required to submit the Small Business Participation Submittal Form (Appendix B-part 1) and related Letter(s) of Intent (Appendix B-part 2). The submittal must be provided on the Small Business Participation Submittal form, with information as follows:

Proposers must indicate their status as a Small Business through selection of the appropriate checkboxes.

Proposers must include a numerical percentage which represents the total percentage of the total proposed lease cost that the Proposer commits to paying to Small Businesses as subcontractors.

Proposers must include a listing of and required information for each of the Small Businesses with whom they will subcontract to achieve the participation percentages outlined on the Small Business Participation Submittal.

Proposers must include a Letter of Intent (attached is a Letter of Intent template which may be used to satisfy these requirements) signed by both the Proposer and the Small Business for each of the Small Businesses identified in the Small Business Participation Submittal form. At minimum, the Letter of Intent must include the following:

The fixed numerical percentage commitment and associated estimated dollar value of the commitment made to the Small Business; and

A description of the services or supplies the Small Business will provide; and

The timeframe during the initial lease term and any extensions, options and renewals when the Small Business will perform or provide the services and/or supplies; and

The name and telephone number of the Proposer’s point of contact for Small Business participation; and

The name, address, and telephone number of the primary contact person for the Small Business.

To receive consideration for Small Business commitments (or consideration for the proposer’s own status as a Small Business), the Small Business must be listed in the Department’s directory of self-certified Small Businesses as of the proposal due date and time.

Each Small Business commitment which is credited by BDISBO along with the overall percentage of Small Business commitments will become contractual obligations of the selected Proposer.

CONTRACT REQUIREMENTS – SMALL BUSINESS PARTICIPATION

All leases containing Small Business Participation must contain the following lease provisions to be maintained through the initial lease term and any subsequent options or renewals, which will be included as an Exhibit to the Lease Standard Terms and Conditions:

The selected lessor’ Small Business commitment will become contractual obligations of the selected lessor upon execution of its lease with the Commonwealth.

Subcontracting commitments to mall Businesses made at the time of proposal submittal or during lease negotiations must be maintained throughout the term of the lease. This requirement also applies to any subsequent lessor who takes the lease by assignment. Any proposed change must be submitted to BDISBO, which will, along with the Bureau of Real Estate, determine whether a proposed substitution or change in individual percentage commitments to Small Businesses should be approved.

All Small Businesses that contract with the lessor must perform at least 50% of the work subcontracted to them.

Subcontracting commitments to Small Business must be maintained in the event the lease is assigned to another prime lessor.

The Selected lessor shall complete the Lessor’s Quarterly Utilization Report and submit it to the Bureau of Real Estate and BDISBO within ten (10) business days at the end of each calendar quarter the lease is in force. This information will be used to track and confirm the actual dollar amount paid to Small Businesses as lessors or contractors with lessors. Also, it is a record of fulfillment of the commitment the lessor made and for which it received consideration for selection. If there was no activity during the quarter, the form must be completed by stating “No activity in this quarter.” A late fee of $100.00 per day may be assessed against the Selected lessor if the Utilization Report is not submitted in accordance with the schedule above.

The Selected lessor shall notify the Bureau of Real Estate and BDISBO when circumstances arise that may negatively impact the Selected lessor’s ability to comply with Small Business commitments and to provide a corrective action plan. Disputes will be decided by the Bureau of Real Estate and

BDISBO.

If the Selected lessor fails to satisfy its Small Business commitment(s), it may be subject to a range of sanctions BDISBO, in consultation with the Bureau of Real Estate, deems appropriate. Such sanctions include, but are not limited to, one or more of the following: a determination that the Selected lessor is not responsible under the Contractor Responsibility Program; withholding of payments; suspension or termination of the lease consistent with the lease’s default provisions, together with consequential damages; revocation of the Selected lessor’s Small Business status;

and/or suspension or debarment from future leasing opportunities with the Commonwealth.

APPENDIX B (part 2)

SMALL BUSINESS (SB) PARTICIPATION SUBMITTAL

Project:

Lessor Firm:

Lessor Contact Name: Email:

LESSOR INFORMATION:

Is your firm a DGS-Verified Small Diverse Business? Yes No (MUST check one)

Is your firm a DGS-Self-Certified Small Business? Yes No (MUST check one)

SUBCONTRACTING INFORMATION:

Percentage Commitment for SB Subcontracting Participation

The Lessor commits to the following percentages of the total lease cost for Small Business subcontracting participation.

Small Business Subcontracting percentage commitment:

__________% _______________________________________ Percent (Figure) (Written)

Listing SB Subcontractors

The Lessor must list in the chart below the SBs that will be used to meet the percentage commitments provided above. Include the SB firm name, SB designation, SDB/SB Primary Contact Information, a description of the service or supplies the SB will provide, fixed percent of total lease cost committed, estimated dollar value of each commitment, and an indication as to the Lessor’s intent to utilize the SB subcontractor for contract options or renewals. Include as many pages as necessary. Lessors must also include a Letter of Intent for each SDB/SB listed.

SB Name SB Primary Contact Name & Email

Description of Services or Supplies to be provided

% of total Contract Cost

Committed

Estimated $ value of Commitment

Will SB be used for options/ renewals?

(yes/no)

APPENDIX B (part 3)

SMALL BUSINESS LETTER OF INTENT

[DATE]

[SB Contact Name Title SB Company Name Address City, State, Zip]

Dear [SB Contact Name]:

This letter serves as confirmation of the intent of [Lessor] to utilize [Small Business (SB)] on SFP [SFP number and Title] issued by the [Commonwealth agency name].

If [Lessor] is the successful lessor, [SB] shall provide [identify the specific work, goods or services the SB will perform] during the initial term of the lease and during any extensions, options or renewal periods of the lease exercised by the Commonwealth, as more specifically set forth below: [identify the specific time periods during the initial contract term and any extensions, options and renewals when the component work, goods or services will be provided or performed.]

These services represent [identify fixed numerical percentage commitment] of the total proposed lease cost for the initial term of the lease. Dependent on final negotiated pricing, it is expected that [SB] will receive an estimated [identify associated estimated dollar value that the fixed percentage commitment represents] during the initial lease term.

[SB] represents that it meets the small or small diverse business requirements set forth in the RFP and all required documentation has been provided to [Lessor] for its SB submission.

We look forward to the opportunity to serve the [Commonwealth agency name] on this project. If you have any questions concerning our small business or small diverse business commitment, please feel free to contact me at the number below.

Sincerely, Lessor Name Title Company Phone number

Acknowledged, SB Name Title Company Phone number

APPENDIX C

COMMONWEALTH STANDARD LEASE

Lease Cover Sheet Standard Lease Terms and Conditions

This Lease is comprised of the following documents: Lease Cover Sheet; Lease Terms and Conditions (Section 1); Service and Maintenance (Section 2); Standard Building Construction Requirements (Section 3); Agency Space Requirements (Section 4); and all Exhibits

LEASE COVER SHEET

Lease Number:

FRE Contract Number:

Execution Date: ___________________________

Commencement Date: ________________________

Expiration Date: __________________________

Lessor Name/Address:

Vendor #:

Lessee:

Commonwealth of Pennsylvania, acting through the Department of General Services, on behalf of the Choose an item.(Using Agency)

Address:

503 North Office Building Harrisburg, PA 17125

Lessor Contact:

Phone: / Mobile:

Fax:

Email:

DGS Bureau of Real Estate Phone: 717-787-4394 Fax: 717-783-0570

Premises Address Street:

City: State: Zip Code:

County: Choose an item.

Usable Area (Sq.Ft.):

Parking Location: No. of Spaces:

Base Rent [per net usable square foot]: $ Additional Rent [per net usable square foot]: $ Total Rent [per net usable square foot]: $

Monthly Rent for First Year: $ Annual Rent for First Year: $

Initial Term: years

No. of Renewal Options: Length of Option Terms: Notification Period to Exercise Options: days

Option Years Base Rental Rates [per net useable square foot]:

Option One: $ Option Two: $

Termination Notification Period: days Property Management:

Contact Name:

Phone: / Mobile:

Email:

Utilities Provided by Lessor:

Electric/Gas/Oil/Steam Hot/Cold Water Sewer

HVAC

Services Provided by Lessor:

Janitorial Snow Removal Pest Control Grounds Maintenance (lawn, shrub care) Building Maintenance

CONSTRUCTION/RENOVATIONS

Construction Period (if applicable): days (from Lease Execution Date)

This Lease is comprised of the following documents: Lease Cover Sheet; Lease Terms and Conditions (Section 1); Service and Maintenance (Section 2); Standard Building Construction Requirements (Section 3); Agency Space Requirements (Section 4); and all Exhibits

Amortized Construction Costs (if any): $ (applies to Paragraphs 1.6 and 1.7 of the Lease)

Lessor and Lessee have agreed to the following Lease changes prior to execution:

All other provisions of these Terms & Conditions which are not specifically modified as above remain in full force and effect.

This Lease is comprised of the following documents: Lease Cover Sheet; Lease Terms and Conditions (Section 1); Service and Maintenance (Section 2); Standard Building Construction Requirements (Section 3); Agency Space Requirements (Section 4); and all Exhibits

LESSOR:

Signature: ____________ __________________

Printed Name: ____________ ________________

Title: ___________ ____ _______________

LESSEE:

Commonwealth of Pennsylvania

Acting Through The Department of General Services

Signature: _____________ ___________________

Printed Name: __________ _________

Title: ____ Secretary of General Services __

BOARD OF COMMISSIONERS OF PUBLIC GROUNDS AND BUILDINGS:

Commonwealth Treasurer

Governor

APPROVED AS TO FORM AND LEGALITY:

Office of General Counsel

By _______________ ___________

Office of Attorney General

By ______________ ____________

TABLE OF CONTENTS

Definitions

Background

1 Terms and Conditions

1.1 Incorporation of Definitions and Background Clauses

1.2 Premises

1.3 Renewal Options

1.4 Holdover/Termination

1.5 Non-Appropriation/Cancellation

1.6 Termination for Convenience

1.7 Lessor’s Duty to Mitigate Damages

1.8 Rent

1.9 Taxes

1.10 Lessee’s Alteration Rights/Leasehold Improvements (LHI)

1.11 Utilities and Services

1.12 Maintenance and Repairs

1.13 Certificate of Occupancy

1.14 Insurance

1.15 Hold Harmless

1.16 Liquidated Damages

1.17 Damage/Destruction

1.18 Encumbrances

1.19 Regulatory Requirements

1.20 Vending

1.21 Asbestos

1.22 Assignment by Lessor

1.23 Assignment and Subletting by Lessee

1.24 Right to Know Law Requirements

1.25 Payments of Prevailing Minimum Wages

1.26 Accessibility to the Premises by Individuals with Disabilities

1.27 Contractor Integrity Provisions

1.28 Contractor Responsibility Provisions

1.29 Offset Provisions

1.30 Nondiscrimination/Sexual Harassment Clause

1.31 Enhanced Minimum Wage Provisions

1.32 Notice

1.33 Events of Default

1.34 Remedies of Lessee

1.35 No Waiver of Rights

1.36 Disputes

1.37 Modifications to the Lease

1.38 Choice of Law

1.39 Review of Lease

1.40 Execution

1.41 Time is of the Essence

1.42 Binding Successors and Assigns

1.43 Survival

1.44 Conflicts Within the Lease

1.45 Integration

1.46 Force Majeure

1.47 Surrender of Premise

1.48 Exhibits Part of Lease

2 Services and Maintenance

2.1 Provision of Services, Access, and Normal Hours of Operation

2.2 On-Site Lessor Management

2.3 Identity Verification of Personnel

2.4 Services

2.5 Maintenance

3 Standard Building Construction Specifications

3.1 General Requirements

3.2 General Design and Construction Requirements

3.3 Construction Specifications

4 Agency Space Requirements

4.1 General Requirements

DEFINITIONS

Additional Rent The first year’s Additional Rent is as set forth on the Lease Cover Sheet. The Additional Rent shall be annually adjusted, up to a maximum of 5 percent (5%) of the preceding year’s Additional Rent, to cover increases or decreases in the costs of real estate taxes, utilities, trash removal, insurance, and janitorial services. The actual amount of the annual adjustment (increase or decrease) shall be determined by applying the Consumer Price Index for All Urban Consumers (CPI-U), Northeast Cities Index to the amount of the Additional Rent for the preceding year of the Lease. The Additional Rent shall not be adjusted to reflect actual costs incurred by Lessor during the term of this Lease, nor shall the amounts paid as Additional Rent be adjusted to reflect changes in the above Lessor costs.

Amenity Areas A portion of a property/building address that adds a convenience for the occupants of a floor or building and that is not used exclusively by any one occupant. Refer to the most current version of the American National Standards Institute/Building Owners and Managers Association (ANSI/BOMA) standards at the time of lease execution. Amenity Areas are not included in the Rent.

Base Rent Negotiated rent, not including Additional Rent, due to the Lessor. The Base Rent shall include pricing for Tenant Improvements (TIs) for the initial build-out of the Premises, which is to be completed prior to Lease Commencement unless lump sum payment is otherwise specified.

Commencement Date The mutually agreed upon date established by Lessor and Lessee at the time the Premises is accepted for occupancy by the Lessee, as memorialized by the Using Agency’s completion and execution of an “Acceptance of Leased Premises and/or Renovations Inspection Report” (GSRE-42-N), a sample of which is attached hereto as Exhibit 1. The Commencement Date is the date rental payments commence; therefore, it is recommended that this date be either the 1st or the 15th of any given month. The Commencement Date is also considered the Lease anniversary date for the purpose of calculating the annual CPI adjustment.

Consumer Price Index (CPI) An economic indicator used to increase or decrease the Additional Rent. Refer to the CPI Detailed Report published by the U. S.

Department of Labor, Bureau of Labor Statistics. The CPI-U, NE Cities Index reported four (4) months prior to each anniversary of the Commencement Date shall be used to determine the amount of the adjustment to the Additional Rent.

DGS/BRE

Commonwealth of Pennsylvania, Department of General Services, Bureau of Real Estate.

Execution Date The Execution Date shall be the date the Lease is signed by the Secretary of the Department of General Services after all other approvals have been obtained. This date shall be entered on the appropriate line of the first page of the Lease Cover Sheet.

Expiration Date The Expiration Date shall be the end of the term specified in relationship to the Commencement Date, and thus entered on the Lease Cover Sheet and automatically updated per subsequent renewals and/or amendments.

Initial Term The Initial Term shall be the number of years the Lease is in effect as identified on the Lease Cover Sheet that begins on the Commencement Date.

Lease The binding contract granting use and occupancy of the Premises in exchange for Rent between the Lessor and Lessee, which is collectively comprised of the following: Lease Cover Sheet; Lease Terms and Conditions (Section 1); Service and Maintenance (Section 2); Standard Building Construction Requirements (Section 3); Agency Space Requirements (Section 4); and all Exhibits.

Lease Amendment A written agreement between the Lessor and the Lessee modifying the terms and/or conditions of the Lease.

Lease Cover Sheet The cover page of the Lease, which shall include, but not be limited to, the name, address and contact information of the Lessor, name, address and contact information of the Lessee, leased Premises address, Rental Rate, Useable Area, initial lease term, renewal option terms, and any clarifying language or modification to the Lease above and beyond the standard language contained in the Lease.

Leasehold Improvements (LHI) Additions, alterations, or improvements to the Premises, undertaken at the request of the Lessee, which occur after the Execution Date of the Lease. This includes improvements requested by Lessee, but which are not part of the original Tenant Improvements.

Leasehold Improvement Change Order A document signed by the Lessor, and approved by DGS/BRE, that documents the Lessor’s approval of the Leasehold Improvement(s) and agreement to construct and renovate the Premises, as requested by the Lessee, and that the Lessor agrees to furnish all labor and materials to complete the improvements in exchange for payment by Lessee. A sample of this document is attached hereto as an Exhibit.

Leasehold Improvement Consent Form (STD-539) A document signed by the Lessor and approved by DGS/BRE that documents the Lessor’s approval of the Leasehold Improvement and provides authorization for the Lessee and/or Lessee’s contractor to complete the requested improvement(s) at Lessee’s sole cost and expense. A sample of this document is attached hereto as an Exhibit.

Lease Year Each successive twelve (12) month period beginning on the Commencement Date.

Lessee The Commonwealth of Pennsylvania, acting through the Department of General Services, on behalf of the Using Agency as assigned by DGS/BRE.

Lessor The party that has the legal right and ability to lease the Premises to the Lessee.

Pre-Construction Meeting Meeting held between the Lessee and Lessor, to include but not be limited to both parties’ agents, employees, licensees or invitees, after a lease or amendment is fully executed, but prior to any work commencing on the Premises, to review and discuss final plans, timelines, and concerns of all parties involved.

Preliminary Design Site Visit Meeting held between the Lessee and Lessor, to include but not be limited to both parties’ agents, employees, licensees or invitees, after a lease or amendment is fully executed, but prior to the completion of a preliminary design, to coordinate the build-out and the Using Agency’s specific requirements with the existing conditions.

Premises The property or part of the property located at the Premises address identified on the Lease Cover Sheet, more specifically described on the plan and/or specifications attached to the Lease and consisting of the amount of Usable Area identified on the Lease Cover Sheet, together with Amenity Areas. Lessor and Lessee agree that the plan and/or specifications are subject to adjustment as agreed upon by the Lessor and Lessee, and in the event that there are adjustments to the plan and/or specifications, the Lessor and Lessee agree to replace any documents related hereto with a revised version of such documents, signed and dated by Lessor and Lessee, in order to accurately depict the Premises.

Rent The payment made to the Lessor by the Lessee for use of the Premises as set forth on the Lease Cover Sheet and adjusted as provided herein. Rent shall be paid in equal monthly installments.

Rental Rate The sum of the Base Rent and the Additional Rent as set forth on the Lease Cover Sheet.

Tenant Improvements (TIs) Additions, alterations or improvements to the Premises and/or Amenity Areas, undertaken by the Lessor prior to Commencement of the Lease, and in accordance with Sections 3 and 4 of the Lease. The cost of TIs is typically amortized into the Base Rent. TIs over and above those stated in the Lease must be memorialized and paid for via a Lease Amendment or Settlement Agreement.

Termination Date The date the Lease is terminated with prior notification from either party to the other. The required notification period is identified on the Lease Cover Sheet.

Usable Area The total space being occupied and paid for solely by the Lessee. Refer to the most current version of the ANSI/BOMA Office Area (ABOA) standard(s) for measuring buildings at the time of lease execution.

Using Agency The Commonwealth of Pennsylvania department, agency, office, board, or commission assigned by DGS/BRE, at its sole discretion, to occupy the Premises.

BACKGROUND

By the Act of April 9, 1929, P.L. 177, as amended, 71 P.S. Section 632(d), the Department of General Services is, with the approval of the Board of Commissioners of Public Grounds and Buildings, authorized and empowered to rent proper and adequate offices, rooms, or accommodations for any department, board, or commission that cannot be properly and adequately accommodated with offices, rooms, and accommodations in the Capitol buildings.

Lessee desires to lease the Premises from Lessor for use by the Using Agency upon the terms and conditions set forth in the Lease.

In consideration of the following mutual promises and intending to be legally bound hereby, Lessor and Lessee agree to the following terms and conditions.

1 TERMS AND CONDITIONS

1.1 Incorporation of Definitions and Background Clauses

Any and all Background clauses, Definitions, and Exhibits are incorporated into the Lease by reference.

1.2 Premises

1.2.1 Lessor leases the Premises to Lessee for use and occupancy by the Using Agency and Lessee leases the Premises from Lessor for use and occupancy by the Using Agency.

1.2.2 The building shell, which includes the base structure and building enclosure components, shall be designed, constructed, and maintained in accordance with the standards set forth herein and completed prior to acceptance of the Premises.

1.2.3 Base structure and building enclosure components shall be complete. All Amenity Areas accessible by the Lessee such as lobbies, fire egress corridors and stairwells, elevators, garages, and service areas, shall be complete.

Restrooms shall be complete and operational. All newly installed building shell components, including but not limited to, heating, ventilation, and air conditioning (HVAC); electrical, ceilings; sprinklers; etc., shall be furnished, installed, and coordinated with TIs. Circulation corridors are provided as part of the base building only on multi-tenanted floors where the corridor is common to more than one tenant. On single-tenant floors, only the fire egress corridor(s) necessary to meet code is provided as part of the shell.

1.2.4 The Usable Area shall be subject to verification in accordance with the ABOA standards. Lessee shall have the right to use any space within the Premises in excess of the Usable Area without the requirement to pay any additional rent, costs, or charges. In the event the actual square footage is less than the Usable Area, then Lessee shall have the right to the following:

a. Reduce the amount of Usable Area and pay for the reduced amount of the Usable Area, which must be memorialized by a fully executed Amendment; or

b. Terminate the Lease without liability for any costs or future rent, if Lessee determines, in its sole judgment, that the actual amount of Usable Area provided is insufficient to meet Lessee’s needs.

1.2.5 Lessor shall lease the number of parking spaces to Lessee as set forth on the Lease Cover Sheet. Lessor agrees that these parking spaces are included in the Rental Rate for the Premises as set forth on the Lease Cover Sheet.

1.3 Renewal Options

Lessee, at its sole discretion, shall have the option to renew this Lease for additional term(s) as set forth on the Lease Cover Sheet. In order to exercise an option, Lessee must give Lessor prior written notice, as set forth on the Lease Cover Sheet, before the expiration of the then current term. The Rental Rate for each option term shall be calculated by adding the then current Additional Rent to the Base Rent for the option term.

1.4 Holdover/Termination

Should Lessee holdover in possession after the expiration of the Initial Term of this Lease (without exercising any option to renew), or after the expiration of any renewal term (without exercising any remaining option to renew), such holding over shall not be deemed to extend the term of this Lease, but the tenancy thereafter shall continue from month to month, subject to the covenants and conditions of this Lease, until either party shall give the other prior written notice, as set forth on the Lease Cover Sheet, of its intention to terminate the tenancy.

1.5 Non-Appropriation/Cancellation

It is understood and agreed upon between the parties hereto that if the governmental function for which the Premises are being leased is abolished, limited, or restricted by any Act of Legislature, including a failure of sufficient appropriation by the General Assembly to continue payment of Rent or any other amount hereunder, or by Law of Congress, or by any legal action taken under authority conferred by such acts or laws or decision(s) of court, then the Lessee shall have the right to cancel this Lease by giving one

(1) month prior written notice. If the Lease is canceled pursuant to the provisions of this paragraph, and if the Using Agency's annual appropriations permit, Lessee shall reimburse Lessor for any unamortized costs of renovations performed by Lessor pursuant to this Lease, at the Lessee’s request, and which are peculiar to Lessee’s tenancy. The total amount of amortized costs is set forth on the Lease Cover Sheet or subsequent Lease Amendments, when applicable.

1.6 Termination for Convenience

In addition to any rights of termination already contained in the Lease, Lessee is hereby granted the right to terminate this Lease in accordance with this paragraph whenever the Lessee shall determine, in its sole discretion that such termination is in the best interest of the Lessee. In order to terminate the Lease under this paragraph, Lessee must provide at least six (6) months prior written notice to Lessor of the intended date of termination. Such termination date may not be prior to the expiration of at least 50 percent (50%) of the Initial Term of this Lease. In the event Lessee exercises this option to terminate for its convenience, Lessee shall pay Lessor a sum equivalent to three (3) months Base Rent as an early termination fee (the "Early Termination Fee"). In addition to the Early Termination Fee, if the parties have agreed on the total costs of renovations prior to the execution of the Lease and the Lease is cancelled by Lessee pursuant to the provisions of this paragraph, Lessee shall reimburse Lessor for any unamortized costs of renovations performed by Lessor pursuant to this Lease at Lessee’s request and which are peculiar to Lessee’s tenancy. The total amount of amortized costs is set forth on the Lease Cover Sheet and/or subsequent Lease Amendments, when applicable.

Upon payment of the Early Termination Fee, Lessor releases Lessee from any claims whatsoever, at such time or in the future, whether known or unknown, for any damages, consequences, or liabilities associated with Lessee’s exercise of this paragraph.

1.7 Lessor’s Duty to Mitigate Damages

In the event Lessee abandons the Premises prior to the end of the then current lease term, Lessor shall have an affirmative duty to proceed in good faith, and with due diligence, to make reasonable efforts to mitigate its damages and prevent further loss.

1.8 Rent

1.8.1 Lessee shall pay Lessor Rent for the use and occupancy of the Premises. The Rental Rate for all succeeding Lease Years, including any option terms, shall be annually adjusted by the Lessee in accordance with the CPI adjustment, which adjustment (decrease or increase) is applied to the Additional Rent for the then current Lease Year.

1.8.2 Lessee reserves the right, upon thirty (30) days prior written notice to Lessor, to offset future Rent payments to recover any prior Rent overpayment made by Lessee to Lessor.

1.8.3 Lessee shall make Rent payments electronically through Automated Clearing House (ACH). Lessor shall complete the Pennsylvania Electronic Payment Program (PEPP) Enrollment Form, which is available at:

https://www.vendorregistration.state.pa.us/cvmu/paper/Forms/ACH-EFTenrollmentform.pdf.

a. It shall be the responsibility of the Lessor to ensure that the ACH information submitted is correct and to ensure the most current information is provided to the Vendor Data Management Unit throughout the term of the Lease.

b. Lessor hereby acknowledges and agrees that failure to timely submit and maintain accurate and complete ACH information may result in delays in Rent, which shall not be deemed an Event of Default by Lessee.

1.8.4 Budget Impasse (Availability of Funds): Lessee’s timely payment of rent is contingent upon the annual appropriation of funds made available to the Lessee through the passage of a budget by the Commonwealth.

Lessee’s inability to pay rent on a timely basis during the period of a budget impasse is not an event of default. In the event of an extended budget impasse in excess of three (3) months, if funding is available, and at the discretion of the Department of General Services, the Commonwealth may make utility payments directly to the utility companies and any amount paid directly to utility companies will be deducted from rental payments upon the passage of a budget. Should a budget impasse occur, upon passage of a budget, the Lessee will process for payment all rental payments due and owing to the Lessor without penalty or interest.

1.9 Taxes

Lessor shall pay, in a timely manner, all real estate taxes; municipal, general, and special assessments; and other taxes of any nature applicable to the Premises, Amenity Areas, and parking spaces subject to this Lease, directly to the taxing authority.

1.10 Lessee’s Alteration Rights/Leasehold Improvements (LHI)

For the life of the Lease, Lessee must be offered the option to upgrade existing space for operational use, or to make additional alterations and renovations to the Premises Any and all Leasehold Improvements requested by Lessee, and agreed upon by Lessor, for the life of the Lease, shall be approved by both Lessor and Lessee through the full execution of either a Lease Amendment, LHI Consent Form, or LHI Change Order, whichever is applicable as determined by DGS/BRE, prior to the commencement of any LHI.

Lessor shall not unreasonably withhold approval.

1.11 Utilities and Services

Lessor shall, at its sole cost and in return for Rent paid by Lessee pursuant to this Lease, provide, maintain and pay the costs and periodic charges for the utilities and services set forth on the Lease Cover Sheet in accordance with Section 2 of this Lease.

1.12 Maintenance and Repairs

Lessor shall, at its sole cost and in return for Rent paid by Lessee, maintain, repair, replace and provide the continuous upkeep of the exterior of the building and all internal building systems, including but not limited to electrical, lighting, plumbing, heating, ventilation equipment, air conditioning, elevators, escalators, and/or lifts in accordance with Section 2 of this Lease.

1.13 Certificate of Occupancy

1.13.1 Lessor shall furnish and visibly display a copy of a Certificate of Occupancy, issued by any and all federal, state, and local government entities, at the time of occupancy by Lessee, of the Premises.

1.13.2 If Lessee, after notifying Lessor prior to the action, increases or decreases staff, Lessor shall be responsible to make sure the Premises remains in compliance with all Regulatory Requirements in relation to occupancy.

1.14 Insurance

1.14.1 At all times during the term of the Lease, Lessor shall procure and maintain, at its expense, the following types of insurance, issued by companies acceptable to Lessee and authorized to conduct such business under the laws of the Commonwealth:

a. Worker's Compensation Insurance for all of Lessor's employees and those of any contractor engaged in work at the Premises, in accordance with the Worker's Compensation Act of 1915 and any supplements or amendments thereto.

c. General Liability Insurance to protect Lessee, Lessor, and any and all contractors from claims for damages for personal injury (including bodily injury), sickness or disease, accidental death and damage to property, including loss of use resulting from property damage, which may arise from services performed by Lessor, its agents or employees under this Lease, or from an alleged defective, dangerous, or untenantable condition of the Premises. The limits of such insurance shall be in an amount not less than five hundred thousand dollars ($500,000) per each person and two million dollars ($2,000,000) per each occurrence. Such policy shall name the Commonwealth of Pennsylvania as an additional insured.

d. Builders Risk: During the period of any construction of the Premises or the building (including, without limitation, the work), Lessor shall purchase and maintain (or shall cause its general contractor to purchase and maintain) a Builders Risk Coverage or equivalent policy form in the amount of the initial construction contract sum plus the value of subsequent contract modifications and the cost of materials supplied or installed by others, comprising the total value of the entire Building on a replacement cost basis without optional deductibles. Such property insurance shall also cover portions of the work stored off the site and portions of the work in transit. Such insurance shall, unless otherwise agreed in writing by all persons and entities that are beneficiaries of such insurance,

(a) be maintained until the construction project is complete, (b) include at least the interests of Lessor, Lessee, and any and all contractors, and (c) include Loss of Use insurance due to a covered loss, including Leasehold Interest Coverage in favor of Lessee subject to a minimum limit of twice the Rent due for the first Lease Year. The period of coverage for this Loss of Use shall be, at a minimum, the length of the original construction period of the applicable construction project.

e. Property: At all other periods during the term of the Lease, Lessor shall provide Commercial General Liability or equivalent property insurance covering the Premises and appurtenant structures and improvements up to the full replacement cost thereof, including all fixtures, equipment, machinery, and apparatus that constitute a permanent part of such Building, and other structures and improvements. If the coverage is available and commercially appropriate (with commercially appropriate sublimits), such property insurance shall insure against all risks of direct physical loss or damage including without limitation the perils of fire (with extended coverage), and physical loss or damage including theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, and boiler/machinery. Such policy shall also include coverage for debris removal and the enforcement of any legal requirements requiring the upgrading, demolition, reconstruction, or replacement of any portion of the Premises as the result of a covered loss. Such policy shall permit partial occupancy as construction progresses.

1.14.2 At all times when Lessor is obligated to maintain insurance coverage as provided in this paragraph. Lessor shall comply with the following requirements:

a. All policies will be issued by carriers having ratings of Best’s Insurance Guide A- or better, or its substantial equivalent if such Guide is no longer published and admitted or permitted to engage in the business of insurance in the Commonwealth for the past five (5) years. If any coverage is provided by an unrated captive, such captive will have financial resources of equivalent standing to those meriting a rating of Best’s Insurance Guide A- or better, with audited financials of the captive to be furnished annually to Lessee.

b. Any non-standard policy or endorsement other than as specified herein must be approved in advance in writing by Lessee, which approval shall not be unreasonably withheld, conditioned, or delayed. No policy will contain a deductible or self-insured retention in excess of the limits set forth above, unless mutually agreed by Lessor and Lessee in their sole discretion.

c. If the forms of policies, endorsements, certificates, or evidence of insurance required hereunder are superseded or discontinued, Lessee will have the right to require Lessor to provide other substantially equivalent forms consistent with the standards observed by prudent and reputable owners of office buildings of the same class as the Premises, in the locality of the Premises. Evidence of the insurance coverage required to be maintained by Lessor hereunder, represented by certificates of insurance issued by the insurance carrier(s) and constituting actual evidence of coverage, must be furnished to Lessee, at the address set forth in this Lease at least thirty (30) days prior to the Commencement Date, and at least thirty (30) days prior to the expiration of current policies. Such certificates will specify the additional insured or certificate holder status of the Commonwealth of Pennsylvania. Such certificates will state that persons and parties required to be named hereunder as additional insureds have been so named, and that such additional insureds will be notified in writing thirty (30) days prior to cancellation, material change, or non-renewal of insurance. The “endeavor to” language contained in any cancellation notice section of such certificate shall be deleted. Such certificates, or a separate writing issued by the insurer or its agent together with such certificate, shall set forth the amounts of deductibles and all self-insured retentions.

d. If Lessor fails to comply with its covenants made in this paragraph, Lessee may, at its option, cause insurance as aforesaid to be issued, and in such event, Lessor agrees to pay the premium for such insurance promptly upon Lessee’s demand.

e. Lessor may carry any insurance required by this paragraph under a blanket policy, applicable to the property to be insured hereunder for the risks and in the amounts required pursuant to this Paragraph, provided that all requirements of this paragraph shall be complied with in respect of such policy.

f. If requested in writing, Lessor shall provide to Lessee a certified copy of any and all insurance policies or endorsements required by this Lease, and Lessor shall provide such certified policies to Lessee within thirty (30) days after written request is made. These certificates shall contain a provision that the coverage afforded under the policies will not be canceled or changed until at least thirty (30) days prior written notice has been given to Lessee.

g. All liability insurance to be maintained by Lessor shall be on an occurrence basis.

1.14.3 At least thirty (30) days prior to the Commencement Date, Lessor shall provide Lessee with evidence, reasonably satisfactory to Lessee, that Lessor requires any other tenants of the Premises to carry commercial reasonable limits of liability insurance to respond to liability exposures associated with such other tenants’ occupancy of the Premises.

1.15 Hold Harmless

Lessor shall save and hold harmless Lessee, and its officers, agents, and employees, from any and all claims, demands, actions, damages, losses liability, and expense (including, but not limited to, consequential damages and reasonable attorney's fees) of any nature based upon or arising out of any of the following:

a. Any service performed by Lessor, its agents, or employees under this Lease, except such services as are properly performed at the express direction of Lessee;

b. Any actual or alleged defective, dangerous or untenantable condition of the Premises;

c. Violations of, or noncompliance of the Premises, any statute, ordinance, rule or regulation of any governmental authority, or violations of, or noncompliance with, any statute, ordinance, rule, or regulation of any governmental authority on the part of Lessor, its employees, agents, or contractors;

d. Any breach of any of the covenants, representations, or warranties of Lessor contained in this Lease;

e. Any personal injury, death, or damage to property caused by Lessor, its employees, agents, or contractors.

1.16 Liquidated Damages

Unless Lessee has agreed, in writing, to an extension of the completion date for the construction or substantial rehabilitation of the Premises, if Lessor fails or refuses to comply with the provisions in this Lease, Lessee, after giving Lessor thirty (30) days’ notice, in writing, shall have the right to terminate this Lease and/or exercise any other remedy it may have under the Lease or at law.