SFP 94844 for emarketplace 102016.pdf

Revised 2/1/16

Thank you for responding to the Commonwealth of Pennsylvania's Solicitation for Proposal (SFP) #94844 to lease to the Commonwealth 8,246 usable square feet of office space in Potter County, Pennsylvania. The space will be occupied by the Pennsylvania State Police.

The availability of private and/or public parking should be included in proposals.

Enclosed you will find SFP #94844 which includes four (4) appendices, including the Commonwealth’s Standard Lease Terms & Conditions.

This SFP contains information that will guide you in preparing a proposal submission on the required forms. To be considered, all proposals must be submitted utilizing the forms identified in Appendix B. Proposals must be addressed to the Bureau of Real Estate, Room 503, North Office Building, Harrisburg, Pennsylvania 17125 and received by the Commonwealth of Pennsylvania by 3:00 P.M., December 16, 2016.

PROPOSALS WILL NOT BE ACCEPTED AFTER THIS TIME.

PLEASE NOTE THAT SFPs ARE NOT PUBLIC BID OPENINGS.

Your proposal must be submitted in a sealed envelope. THE ENVELOPE MUST

BE MARKED WITH SFP#94844, AGENCY’S NAME, DGS LEASING

COORDINATOR’S NAME, SQUARE FOOTAGE, AND DUE DATE. THIS

INFORMATION MUST ALSO BE SHOWN ON THE OUTSIDE OF ANY COURIER OR

MAILING ENVELOPE. Do not submit a proposal for another SFP in the same envelope with your proposal for this particular SFP. Please be advised that this is a proposal solicitation process. The Commonwealth of Pennsylvania reserves the right to reject any or all offers, waive any defect or negotiate for better terms.

This solicitation reflects material changes which have been made to the Commonwealth lease solicitation process. Payment of prevailing wages is now a requirement of the Commonwealth’s leasing program when a proposer offers to construct a new facility or substantially rehabilitate an existing facility. Specific information on the payment of prevailing wages requirement can be found on Page 5 of this SFP. There are also new requirements concerning the Right to Know Law. Specific information on the disclosure of proposal contents can be found on Page 7 of this SFP.

Please be sure to carefully read the whole document. If you have any questions concerning the attached information, please contact David Weyandt directly at (717) 525-5255 or via email at daweyandt@pa.gov.

503 North Office Building, Harrisburg, PA 17125 Telephone: 717-787-4394 FAX No: 717-783-0570

Revised 7/27/16

SOLICITATION FOR PROPOSAL (SFP) # 94844

Pennsylvania State Police

Date of Issue:

October 20, 2016

Issuing Office:

Department of General Services

Bureau of Real Estate Room 503 North Office Building Harrisburg, Pennsylvania 17125

(717) 787-4394

Table of Contents Pages

I. General Information for the Proposer 4-9

II. Proposal Requirements 10-11

Appendix A Sample Lease Cover Sheet and Lease Standard Terms and Conditions (Attachment A of New Lease)

Appendix B Required Documents

Appendix C Building Specifications (Attachment C of New Lease)

Appendix D Geographic Boundaries

I. GENERAL INFORMATION FOR THE PROPOSER

PURPOSE

The purpose of this Solicitation for Proposal (SFP) is to obtain proposals to provide 8,246 net usable square feet of office space, to house approximately twenty nine (29) Commonwealth employees. The space must be located within the following boundaries: within a seven (7) mile radius of the intersection of US Route 6 and Woodsedge Lane in Coudersport. Proposals which offer space outside of these boundaries cannot be considered for award of the lease.

Proposers should prepare and submit proposals to be considered by the Commonwealth of Pennsylvania (Commonwealth) for a fifteen (15) year lease (with options for two (2) five (5) year renewal terms) to be occupied by the Pennsylvania State Police.

Proposers are invited to submit proposals based on one or both of the following options:

• Option 1 – Lessor will provide a full service and full utility lease in accordance with items 1-a through 1-m of the Proposal Requirements on Page 10 of this

SFP.

• Option 2 – Lessor will provide item 1-e, Sewer and Water, in accordance with the Proposal Requirements on Page 10 of this SFP.

The availability of private and/or public parking should be included in proposals.

ISSUING OFFICE

The Department of General Services (DGS), Bureau of Real Estate, issues this SFP for the Commonwealth. The point of contact is:

David Weyandt Department of General Services

Bureau of Real Estate Room 503 North Office Building Harrisburg, PA 17125

(717) 525-5255/daweyandt@pa.gov

Only the DGS Bureau of Real Estate is authorized to negotiate the terms and conditions of a proposed lease agreement. No understanding shall be binding upon the Commonwealth until all of the following occur: (1) the parties’ understanding has been reduced to a formal written lease agreement; (2) the lease agreement has received all necessary Commonwealth approvals, including, but not limited to, the approval of the Board of Commissioners of Public Grounds and Buildings; (3) the lease agreement has been signed by the Secretary of the Department of General Services, and (4) the fully executed lease agreement has been delivered by DGS to the selected proposer.

SCOPE

This SFP contains instructions governing the proposals to be submitted and the material to be included therein; a description of the services to be provided; requirements that must be met to be eligible for consideration; and other requirements to be met by each interested party.

RESPONSE DATE

To be considered, proposals must arrive at the issuing office, on or before the due date and time specified in this SFP. ALL LATE PROPOSALS SHALL BE REJECTED.

NOTICE TO PROPOSERS OF PREVAILING WAGE REQUIREMENTS

To the extent that a proposer offers to construct a new facility, to substantially rehabilitate an existing facility, or to substantially alter an existing facility in accordance with Commonwealth agency specifications/drawings, and the construction/substantial rehabilitation/substantial alterations will have a total estimated cost that exceeds $25,000, the following prevailing wage requirements shall be included in the lease.

“Substantial rehabilitation” is the conversion or adaptation of an existing facility into a safe, structurally sound building, by gutting and extensive re-construction, to make the building suitable for use by the Commonwealth agency. As a guideline, if the building foundations, building shell (outer walls, interior support walls or roof) or major building systems (HVAC, plumbing, electrical) are substantially altered or replaced, it is substantial rehabilitation. “Substantial alterations” are those alterations to an existing facility by the lessor in accordance with Commonwealth agency specifications/plans/drawings where final plans, drawings and specifications must be reviewed and approved by the Commonwealth agency. These terms do not include cosmetic improvements, routine maintenance, minor non-structural alterations and upgrades.

The lease shall require the lessor and lessor’s contractor(s) to pay no less than the wage rates as issued by the Secretary of the Pennsylvania Department of Labor and Industry for each craft or classification of all workers needed to perform the contract(s) for the construction/substantial rehabilitation/substantial alterations of the facility. The construction/substantial rehabilitation/substantial alterations required by the lease will be subject to the provisions, conditions, duties, requirements, remedies and penalties of the Pennsylvania Prevailing Wage Act, 43 P.S. § 165-1 et seq. The prevailing minimum wage predetermination, as issued by the Secretary of Labor and Industry, shall be attached to the lease and made a part of the lease. No workers may be employed in the construction/substantial rehabilitation/substantial alterations, except in accordance with the classifications in the prevailing minimum wage predetermination of the Secretary of Labor and Industry. If additional or different classifications are necessary, the lessor shall request the Department of General Services to petition the Secretary of Labor and Industry for rates for additional or different classifications.

The rent requested by proposers offering to construct a new facility or to substantially rehabilitate an existing facility or to make substantial alterations must take into consideration the requirement of the lessor and lessor’s contractor(s) to pay no less than the prevailing wage rates issued by the Secretary of Labor and Industry.

In order to view the current prevailing wages for each craft or classification of workers needed to perform the contract(s) for the construction/substantial rehabilitation/substantial alterations of the leased facility for the locality where the facility will be constructed/substantially rehabilitated go to http://www.dli.state.pa.us/landi/li_apps/requestPW.asp and request the prevailing wages. These are the applicable wage rates provided a lease is negotiated and fully executed within 120 days of the proposal response date. In the event the lease is not fully executed within this 120 day period, it will be necessary to request and obtain new, current prevailing minimum wage rates from the Secretary of Labor and Industry that the lessor or lessor’s contractors must pay to those employees involved in the construction/improvement/alteration of the leased facility.

Proposals must include a statement indicating whether or not the rent is based upon the requirement to pay prevailing wages.

If, after receipt of proposals, the DGS determines that the lessor and lessor’s contractor(s) should pay the prevailing minimum wage rates when the lessor’s proposal did not include consideration of this requirement, DGS may give the proposer the opportunity to revise its offered rental amounts to include allowance for payment of prevailing wages. When such a determination is made, the lease shall require, or be amended to require, the lessor and lessor’s contractor(s) to pay the prevailing minimum wage rates as issued by the Secretary of the Pennsylvania Department of Labor and Industry. If this occurs, the lessor and DGS shall negotiate either an increase in the rental rate or the amount of a one-time payment to cover the increase in cost as a result of including this requirement. The lease will be subject to the provisions, conditions, duties, requirements, remedies and penalties of the Pennsylvania Prevailing Wage Act, 43 P.S. § 165-1 et seq.

SUBMISSION OF PROPOSALS

To be considered, interested parties must submit a complete response to this SFP, using the format provided in the “Proposal Requirement” section of this document. An interested party will make no other distribution of the proposal. An official who is authorized to bind the interested party to its provisions must sign the proposal. For this SFP, the conditions of the proposal must remain valid for at least ninety (90) days from the end date of this SFP. Moreover, the conditions of the selected proposal will become contractual obligations if a contract is entered into with the Commonwealth.

A complete proposal package is necessary for evaluation of your proposal. Failure to include any of the required information or forms will delay evaluation of your proposal and may, at the Commonwealth’s sole discretion, result in the rejection of your proposal.

The Commonwealth now allows alternate responses for one solicitation. In order to be considered as a complying submission, a proposal must initially adhere strictly to the http://www.dli.state.pa.us/landi/li_apps/requestPW.asp solicitation specifications in all material regards. However, in addition to this component, a proposer may, at the proposer’s discretion, submit one or more alternate proposals that vary from the specifications. In particular, the proposer may, by way of example, propose alternate finishes or spatial layouts that allow the proposer to submit a more competitive price proposal. The proposal must clearly label the primary proposal, and all alternates, and a clear breakdown of the price differentials should be delineated. DGS will consider and evaluate the primary and all alternate proposals at its sole discretion.

SELECTED PROPOSAL

The selected party will be expected to enter into a lease agreement with the Commonwealth’s Lease Standard Terms & Conditions, which are attached as APPENDIX A of this SFP. Proposers will be notified, in writing, of their selection or non-selection.

REJECTION OF PROPOSALS

The Commonwealth reserves the right to reject any and/or all proposals received as a result of this request, or to negotiate separately with competing proposers. If, in the opinion of the Commonwealth, contract negotiations with the selected party cannot be concluded within 30 days following the selected party's receipt of a draft lease agreement, the Commonwealth may, at its sole discretion, immediately discontinue negotiations with the selected party and commence negotiations with any other interested party.

INCURRING COSTS

The Commonwealth is not liable for any costs incurred by interested parties related to the preparation of their proposals for this SFP.

ECONOMY OF PREPARATION

Proposals should be prepared simply and economically, providing a straightforward, concise description of the interested party’s ability to meet the requirements of the SFP.

ORAL PRESENTATION

An interested party that submits a proposal may be required to make an oral presentation of its development plan to DGS.

AMENDMENT TO THE SFP

If it becomes necessary to revise any part of this SFP, an amendment will be issued on eMarketplace (www.emarketplace.state.pa.us). It will be the interested party’s responsibility to check the website for amendments to the SFP prior to the submission of its proposal.

http://www.emarketplace.state.pa.us/

SELECTED PARTY RESPONSIBILITIES

The selected party will be required to assume responsibility for all services offered in the proposal whether or not the selected party actually performs them. Further, the Commonwealth will consider the selected party to be the sole point of contact with regard to contractual matters.

DISCLOSURE OF PROPOSAL CONTENTS

• Confidential Information. The Commonwealth is not requesting, and does not require, confidential proprietary information or trade secrets to be included as part of proposers’ submissions in order to evaluate proposals submitted in response to this SFP. Accordingly, except as provided herein, proposers should not label proposal submissions as confidential or proprietary or trade secret protected. Any proposer who determines that it must divulge such information as part of its proposal must submit the signed written statement as described below and must additionally provide a redacted version of its proposal, which removes only the confidential proprietary information and trade secrets, for required public disclosure purposes.

• Commonwealth Use. All material submitted with the proposal shall be considered the property of the Commonwealth of Pennsylvania and may be returned only at the issuing office’s option. The Commonwealth has the right to use any or all ideas not protected by intellectual property rights that are presented in any proposal regardless of whether the proposal becomes part of a lease. Notwithstanding any proposer copyright designations contained on proposals, the Commonwealth shall have the right to make copies and distribute proposals internally and to comply with public record or other disclosure requirements under the provisions of any Commonwealth or United States statute or regulation, or rule or order of any court of competent jurisdiction.

• Public Disclosure. Public records requests for proposals are governed by and shall be handled in the following manner:

After the award of a lease pursuant to this SFP, all proposal submissions are subject to disclosure in response to a request for public records made under the Pennsylvania Right-to-Know-Law, 65 P.S. § 67.101, et seq., commencing January 1, 2009. If a proposal submission contains confidential proprietary information or trade secrets, a signed written statement to this effect must be provided with the submission in accordance with 65 P.S. § 67.707(b) for the information to be considered exempt from disclosure under 65 P.S. § 67.708(b)(11).

NEWS RELEASES

Any news releases pertaining to this project will be made in coordination with the issuing office, and subject to Commonwealth approval.

FACILITY ACCESS

Consistent with safety and operational factors, the selected proposer will provide the Commonwealth unlimited access to the leased premises during the construction period.

PENNSYLVANIA STATE SALES AND USE TAX

The proposed facility is subject to all applicable Pennsylvania Sales and Use Tax legislation. There is no special tax exemption for this project.

ORDER OF PRECEDENCE

If any discrepancies in interpretation arise, the terms of the Lease Agreement are the first point of reference, the SFP and all attachments are the second, and the Proposal is the third.

II. PROPOSAL REQUIREMENTS

INTRODUCTION

This section contains instructions governing the proposals to be submitted and the material to be included in the proposal. The proposal shall be submitted in the format delineated below.

It is the obligation of the proposer to become fully cognizant of all factors relevant to the site including, but not limited to, existing and surrounding zoning and zoning requirements, physical characteristics and conditions of the site and improvements, asbestos and environmental hazards, adequacy of public facilities, utility services, legal restrictions, and all other information relating to legal requirements, land-use planning, or design requirements and restraints. If submitting a proposal for a site that is currently under a pending Agreement of Sale, it is recommended that the proposer secure options to extend the Agreement of Sale for a minimum period of one (1) year to allow sufficient time for a lease agreement to be fully executed.

REQUIRED DOCUMENTS

The following required documents must be completed accurately and submitted as part of your proposal (APPENDIX B):

1. GSRE -19 Proposal to Lease Space to the Commonwealth As indicated on GSRE – 19, certain required services should be included as part of your proposal. The required services are, but are not limited to, the following, unless otherwise specified in this SFP:

a. All Utilities

b. Janitorial Services and Supplies (please check the janitorial schedule included in the Appendix Cof this SFP.)

c. Trash Removal

d. Snow and Ice Removal

e. Sewer and Water

f. Lawn and Shrub Care

g. Acquisition of the Site

h. Permitting

i. All Professional Fees

j. Financing

k. Building Construction

l. Real Estate Taxes

m. Insurance

2. GSRE - 6 Lessor Identity Disclosure

3. GSRE - 47 Agency Agreement/Limited Agent Authority

4. GSRE - 42M Contractor Responsibility Certification

5. GSRE - 54 Notice - Bureau of Real Estate is Sole Agent for Commonwealth

6. GSRE – 63 Acknowledgment/Usable Area Definition

7. Prevailing Wage Pre-determination issued by the Department of Labor & Industry

In addition to the required standard forms, a graphic schedule and narrative on the schedule through the design and construction phases of the project is required. This schedule will be used in reference to Paragraph 17 of the Lease Standard Terms & Conditions, (APPENDIX A), and will include how the proposer plans to meet its proposed final completion date. The schedule for the development of the site should include but is not limited to:

• Test Fit

• Site Control (the Department of General Services 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)

• Code and Building Permit Approvals

• Construction

• Utility Disconnect/Reconnect

ADDITIONAL INFORMATION

In order to assist with the evaluation of your proposal, the following should be included with your proposal package:

• Proposer should disclose the flood plain the proposed property lies in (100 year, 500 year, etc.)

• Drawings - Site Plan(s), Floor Plans, Elevations and Building Sections.

• Photographs - Please mark photographs for easy reference.

• Any documentation the proposer determines to be necessary to explain the proposal.

APPENDIX A

LEASE STANDARD TERMS AND CONDITIONS

This Lease is comprised of: (1) this Lease Cover Sheet; (2) Attachment A, (“Lease Standard Terms and Conditions”, including all Exhibits referred to therein); (3) Attachment B, (“Commonwealth of Pennsylvania Standard Building Specifications”); and (4) Attachment C, (“Commonwealth of Pennsylvania Using Agency Building Specifications”).

LEASE COVER SHEET

Lease Number:

FRE Contract Number:

Execution Date: ___________________________

Commencement Date: ________________________

Expiration Date: __________________________

Lessor Name/Address:

Vendor #:

Vendor Federal ID #:

Lessee:

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

Lessor Contact:

Phone:

Mobile:

Fax:

Email:

DGS Real Estate Coordinator: Choose an item.

Phone: 717-787-4394 Fax: 717-783-0570 Email: Choose an item.

Premises:

Address:

City: State: PA Zip Code:

County: Choose an item.

[More specifically described in Attachment A]

Net Usable Square Feet:

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:

First Year Operating Expenses:

Initial Term: Years

Renewal Options: Length of Options: Notification Period: Days

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

Option One: Option Two: Option Three: Option Four:

Termination Notification Period: Days Services:

Utilities Gas Provider: Phone:

Electric Provider: Phone:

Water Provider: Phone:

Janitorial Janitorial Contact Name:

Phone:

Mobile:

Email:

Snow Removal Snow Removal Contact Name:

Phone:

Mobile:

Email:

Pest Control

Pest Control Contact Name:

Phone:

Mobile:

Email:

Grounds Maintenance (lawn, shrub care) Grounds Maintenance Contact Name:

Phone:

Mobile:

Email:

Building Maintenance Building Manager Contact Name:

Phone:

Mobile:

Email:

This Lease is comprised of: (1) this Lease Cover Sheet; (2) Attachment A, (“Lease Standard Terms and Conditions”, including all Exhibits referred to therein); (3) Attachment B, (“Commonwealth of Pennsylvania Standard Building Specifications”); and (4) Attachment C, (“Commonwealth of Pennsylvania Using Agency Building Specifications”).

CONSTRUCTION COMPLETION TIMELINE (from Execution Date):

Construction Period (if applicable): Days Amortized Construction Costs (if any):

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: (1) this Lease Cover Sheet; (2) Attachment A, (“Lease Standard Terms and Conditions”, including all Exhibits referred to therein); (3) Attachment B, (“Commonwealth of Pennsylvania Standard Building Specifications”); and (4) Attachment C, (“Commonwealth of Pennsylvania Using Agency Building Specifications”).

LESSOR:

Signature: ____________ ___________________

Printed Name: ______________ _________________

Title: ___________ ____________________

LESSEE:

Commonwealth of Pennsylvania Acting Through The

Department of General Services

Signature: _____________ ____________________

Printed Name: __________ Curtis M. Topper _________

Title: ____ Acting 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 ______________ ____________

Revised 3/16/15

ATTACHMENT A

Lease Standard Terms and Conditions

I. Definitions:

The following terms shall be defined as follows:

1. Additional Rent – Adjustable rent, up to a maximum annual amount of 5% of the preceding year’s Additional Rent, shall be made to cover increases or decreases in the costs of real estate taxes, utilities, water, sewer, trash removal, insurance and janitorial services. The actual amount of the adjustment (increase or decrease) shall be determined by annually applying the CPI-U, NE Cities Index (Consumer Price Index for all Urban Consumers, Northeast Cities index, all items, as found in table 11 of the CPI Detailed Report published by the U.S. Department of Labor, Bureau of Labor Statistics) 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.

2. Base Rent – Negotiated rent, not including Additional Rent, due to Lessor.

3. Commencement Date – The first day of the calendar month after the date the Premises are 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(08-13), a sample of which is attached hereto as Exhibit 1.

4. Common Areas – Any space in a building affording common use for all tenants, with the exception of vertical penetrations (elevator shafts, flues, vertical ducting). Common Areas shall include but not be limited to building and elevator lobbies, corridors including but not limited to those leading from the elevator to the tenant space, restrooms, building break rooms, building conference rooms, janitorial closets and storage rooms.

5. Commonwealth of Pennsylvania Standard Building Specifications – The Commonwealth’s standards for building, renovating, maintaining, operating, and repairing the Premises as set forth on Attachment B.

6. Commonwealth of Pennsylvania Using Agency Building Specifications – The Commonwealth of

Pennsylvania’s standards for building, renovating, maintaining, operating, and repairing the Premises as set forth on Attachment C. Items referenced in these specifications are specific to the Using Agency and may not apply to all Commonwealth leases.

7. Consent Form – A document signed by the Lessor, and approved by DGS/BRE, that states that the Lessor is aware of the Leasehold Improvement(s) requested by the Lessee and that the Lessor is allowing the Lessee to complete those Leasehold Improvements at Lessee’s cost, as set forth on Exhibit 2.

8. CPI – The United States Bureau of Labor, Statistics, Consumer Price Index, all Urban Consumers, Northeast Cities Index, all items, as found in Table 11 of the CPI Detailed Report published by the U.S. Department of Labor, Bureau of Labor Statistics. The CPI-U, NE Cities Index reported four months prior to each anniversary of the Commencement Date shall be used to determine the amount of the adjustment to the Additional Rental Rate.

9. DGS/BRE – Department of General Services, Bureau of Real Estate.

10. Execution Date – Shall be the date the lease is signed by the Secretary of General Services after all other approvals have been obtained and shall be entered on the appropriate line of the first page of the Lease Cover Sheet.

11. Expiration Date – Shall be the date the lease is set to expire as identified on the Lease Cover Sheet.

12. Initial Term – Shall be the number of years identified on the Lease Cover Sheet that begins on the Commencement Date.

13. Lease – Is collectively comprised of all of the documents as identified on the Lease Cover Sheet.

14. Lease Cover Sheet – Shall include, but not be limited to, the name of the Lessor, the name of the Lessee, the Rent, the Initial Term, and the Net Usable Square Feet. Shall be the cover page to the Lease.

15. Lease Amendment – Written agreement between Lessor and Lessee which modifies the Lease.

16. Leasehold Improvements – Additions, alterations or improvements to the Premises and/or Common Areas, which occur after the Commencement Date.

17. Lease Year – Each successive twelve (12) month period starting on the Commencement Date.

18. Lessee – The Commonwealth of Pennsylvania, acting through the Department of General Services, on behalf of the Using Agency identified on the Lease Cover Sheet.

19. Lessor – Title owner that has the right to lease the Premises to Lessee.

20. Net Usable Square Feet – Shall be the number of square feet identified on the Lease Cover Sheet.

Measurement computed by measuring the area to be used by the Using Agency from the inside perimeter walls surrounding this area, excluding stairwells, elevator shafts, public restrooms not within the leased space, mechanical and building equipment rooms and any area used by the Lessor. Lessor agrees that in a multiple tenant facility, if the building configuration requires a common access corridor serving more than one Commonwealth program area entrances, then that corridor space shall not be considered part of the net usable square footage.

21. Normal Business Hours – Monday through Friday 7:00 a.m. - 7:00 p.m. unless otherwise specified on the Lease Cover Sheet.

22. Pre-Construction Meeting – Meeting held between the Lessee, including but not limited to its agents, employees, licensees or invitees, and Lessor, including but not limited to its agents, contractors, subcontractors, employees, licensees, or invitees, after a lease or amendment is fully executed, but prior to any Work commencing on the leased Premises.

This meeting is intended to review and discuss final plans, timelines and concerns of all parties involved.

23. Premises -- The property or part of the property, more specifically described on the plan and/or specifications attached to this Lease and consisting of the amount of net usable square feet identified on the Lease Cover Sheet, together with Common 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 document in order to accurately depict the Premises.

24. Rent – The monthly payment to Lessor by Lessee for use of the Premises, as determined by multiplying the amount of Net Usable Square Feet set forth on the Lease Cover Sheet by the Rental Rate. Rent shall be paid in equal monthly installments.

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

26. Termination Date – shall be the date the Lease is terminated with prior notification from the Lessee to the

Lessor.

27. Using Agency – The Commonwealth of Pennsylvania Agency which occupies the leased Premises and is identified on the Lease Cover Sheet.

28. Work – Consists of the construction and renovation of the Premises substantially in accordance with all plans and specifications set forth on Attachment B and Attachment C.

II. Background:

1. 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 which cannot be properly and adequately accommodated with offices, rooms and accommodations in the Capitol buildings.

2. Lessee desires to lease the net usable square footage, as defined on the Lease Cover Sheet, from Lessor for use by the Using Agency, upon the terms and conditions set forth in the Lease.

3. Lessor owns or has the right to lease the Premises to Lessee.

4. In consideration of the following mutual promises and intending to be legally bound hereby, Lessor and Lessee agree to the following Terms and Conditions:

III. Terms and Conditions:

1. Incorporation of Definitions and Background Clauses. Any and all background clauses, definitions and Exhibits are incorporated into the Lease by reference.

2. Premises.

a. 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.

b. The Net Usable Square Feet shall be subject to verification, in accordance with the procedure set forth in Paragraph 17 “Completion” below. Lessee shall have the right to use any space within the Premises in excess of the Net Usable Square Feet without the requirement to pay any additional rent, costs or charges. In the event the actual net usable square feet is less than the Net Usable Square Feet, then, Lessee shall have the right to (i) reduce the amount of Net Usable Square Feet and pay for the reduced amount of the Net Usable Square Feet; or (ii) terminate the Lease without liability for any costs or future rent, if Lessee determines, in its sole judgment, that the actual amount of Net Usable Square Feet provided is insufficient to meet Lessee’s needs.

c. Lessor shall lease the number of parking spaces to Lessee as referenced 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. Lessor agrees that there is no additional payment due for these parking spaces.

3. Term. The Initial Term of the Lease shall be the number of years referenced on the Lease Cover Sheet. The Initial Term shall begin on the Commencement Date and end, without the necessity of notice from either party to the other, on the expiration of the number of years in the term, subject to the renewal options set forth on the Lease Cover Sheet.

4. Rent.

a. Lessee shall pay Lessor Rent for the use and occupancy of the Premises.

b. The Rental Rate for all succeeding Lease Years, including any option terms, shall be calculated by

Lessee, without the necessity of a request from Lessor, as follows:

i. Multiply the percentage of change in the CPI by the Additional Rent for the then current Lease Year. The resulting product will equal the amount of increase or decrease in the Additional Rent for the succeeding Lease Year.

ii. The amount of the increase or decrease shall be applied to the Additional Rental Rate for the current Lease Year, to arrive at the Additional Rent for the succeeding Lease Year. The adjusted Additional Rent will then be added to the Base Rent to calculate the Rental Rate for the succeeding Lease Year.

5. Rent Payments.

a. 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.

i. No later than 10 days after Lessor’s receipt of the executed Lease, Lessor shall submit the completed PEPP Enrollment Form by fax to the Commonwealth of Pennsylvania, Vendor Data Management Unit, Payable Service Center at 717-214-0140, or by mail to the Commonwealth of Pennsylvania, Office of Budget, Payable Services Center, 555 Walnut Street – 9 th Floor, Harrisburg, PA 17101.

ii. 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. Failure to timely submit and maintain accurate and complete ACH information may result in delays in Rent payments.

iii. Lessor hereby acknowledges and agrees that failure to timely submit and maintain accurate and complete ACH information may result in delays in Rent.

b. 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.

c. Lessor agrees that Lessee may offset the amount of any state tax liability or other obligation of Lessor or its subsidiaries to the Commonwealth against any payments due the Lessor under any contract with the Commonwealth.

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

7. Non-Appropriation/Cancellation. It is understood and agreed 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 the Rent or any other amount hereunder, or by Law of Congress, or by any Action taken under authority conferred by such acts or laws, or decision of court; then the Lessee shall have the right to cancel this Lease by giving one month's notice in writing. At the option of the parties, if they have agreed on the total costs of renovations prior to the execution of this Lease and the Lease is canceled pursuant to the provisions of this Paragraph, if the Agency's annual appropriations permit, 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.

8. 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 clause whenever the Lessee shall determine in its sole discretion that such termination is in the best interest of the Lessee.

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 fifty 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 (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.

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

Upon payment of the early termination fee, and any unamortized costs (if applicable), 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 Termination for Convenience clause.

9. Options. Lessee, at its sole discretion, shall have the option to renew this Lease for additional terms as identified on the Lease Cover Sheet. In order to exercise an option, Lessee must give Lessor three (3) months' prior written notice before the expiration of the then current term of this Lease. The Rental Rate for each option term shall be calculated by adding the Additional Rent to the Base Rent for the option term.

10. 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 or any renewal term, 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 three (3) months' notice in writing of its intention to terminate the tenancy. During any such holdover periods, the Base Rent will remain the same, for a period of three (3) months, as it was prior to the expiration of the term. Effective on the first day of the fourth month of any holdover period, the Lessee shall pay the amount of the Base Rent specified for the Option period as identified on the Lease Cover Sheet.

11. 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.

12. Lessee’s Alteration Rights. For the life of the Lease, the Lessee must be offered the option to upgrade existing space for operational use, or to make additional alterations and renovations to the facility. In situations when the Lessor pays the upfront costs for the renovations or upgrades to the existing space, Lessor and Lessee hereby agree and acknowledge that the Lessee will reimburse Lessor.

13. Utilities

a. 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 following:

i. Heat, ventilation and air conditioning (“HVAC”) for the Premises and all Common Areas in accordance with the standards set forth in Attachment B;

ii. All energy and utilities provided, used and consumed on the Premises and the Common

Areas, including but not limited to gas, oil, electric, steam, water and sewer; except usage charges for telephone, CATV, internet and other communication services utilized by Lessee, which shall be arranged for and paid by Lessee;

iii. Hot and cold water to the Premises and the Common Areas (including restrooms within or serving the Premises); and

iv. Passenger and freight elevator services (including loading dock access and use) for access within, to and from the Premises. Lessor shall make no change in the elevator service provided to Lessee after the Commencement Date, without the Lessee’s prior written consent.

b. Lessor shall, at its sole cost and in return for Rent paid by Lessee, provide access and consent to install or connect telecommunications cabling and equipment, including but not limited to telephone, CATV, high speed data transmission and internet connectivity on each floor of the Premises, occupied by Lessee, Lessor shall coordinate with the Using Agency designee and selected provider to arrange for such installation and connection through such infrastructure at Lessor’s expense and in accordance with Attachment B and Attachment C. Additional changes or upgrades to the voice and data system after the initial scope of work is completed will be at the Lessee’s expense and Lessor will provide access and consent to install.

i. The amount of Rent presumes a normal work week and hours for the Using Agency employees of Monday through Friday, from 7:00 A.M. to 7:00 P.M, unless otherwise specified in Attachment C. Lessee shall have the right to use the Premises seven days a week, twenty-four hours a day.

c. All other utility services, and elevator service, shall be maintained to the Premises and the Common Areas at the same level of service during all hours as during normal business hours, without additional cost to Lessee.

14. Services.

a. Ice and Snow Removal. Lessor is responsible for snow and ice removal of sidewalks and parking areas within four hours after cessation of snow, sleet or icing weather. It is the Lessor’s responsibility to correct all unsafe conditions relating to freezing and thawing. Lessor is responsible for the cleaning/repairing and maintenance of the roofs, gutters and awnings. Gutters should be cleaned on a regular basis and snow and sleet should be removed within four (4) hours of cessation.

b. Janitorial Services. Lessor shall provide janitorial services as outlined in Attachment B.

c. Landscaping, Finish Grading, and Seeding. Lessor shall furnish all labor, materials, and equipment as necessary to complete topsoil spreading, finish grading, sodding, seeding, and shrubbery planting as required to produce a uniform, weed-free stand of grass and acceptable landscaping. Lessor is responsible for maintaining shrubs, grass, including but not limited to mowing, and landscaping for the life of the lease.

d. Trash Dumpster/Trash Cans. Lessor shall provide a designated trash area adjacent to the facility of a sufficient size to accommodate an appropriate commercial sized trash dumpster for solid waste.

Lessor will maintain a waste management contract for the life of the lease. Individual trash cans capable of holding .5 gallons to 5 gallons and recycle cans capable of holding up to 5 gallons will be provided, collected and maintained for each workstation and office by the Lessor.

e. Recycling: Ordinances and Regulation. Lessor shall:

i. Establish and maintain a separation and collection procedure for the removal of recyclable materials from the leased Premises;

ii. Collect, at a minimum, aluminum, high grade office paper, and corrugated paper;

iii. Comply with Act 101 of 1988 and any existing local codes and ordinances relating to the separation and disposal of recyclable materials;

iv. Provide suitable containers, dumpsters, etc., for collecting and storing recyclable materials;

v. Empty all recycling receptacles and remove recyclables to a designated area as often as necessary taking into consideration the volume of the recyclables and health concerns; and

vi. Assume all costs involved in collecting, storing and removing recyclables.

vii. Lessee reserves the right to identify those recyclable materials, generated from agency operations at the leased Premises, which Lessee desires to sell as serviceable property.

Lessee reserves the right to dispose of such materials itself. When and if the Lessee exercises this discretion, the Lessor shall thereafter not be responsible for those materials selected by the Lessee for disposal by the Lessee.

15. Maintenance and Repairs. Lessor, at its sole cost and in return for Rent paid by Lessee, shall 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, as set forth herein and as more specifically stated in Attachment B and Attachment C. Lessor shall not be responsible for damages caused by Lessee’s negligence, or the negligence of Lessee's employees or agents. Service response times must be within twenty four (24) hours.

a. Maintenance Contracts. Lessor shall secure maintenance service contracts, with certified service providers, for the life of the Lease, in the following areas: roof, HVAC systems, and elevators in compliance with Attachment B.

b. Elevators.

i. All elevator equipment and systems shall be in operating order 24 hours per day and shall be serviced and maintained by the Lessor for the term of the Lease.

ii. Lessor shall provide proof of semi-annual preventative maintenance and/or repairs to all elevator equipment and systems. The reports shall be provided in writing within 30 days of completion of any service and/or repairs to the DGS/BRE, Room 503, North Office Building, Harrisburg, PA 17125. The semi-annual maintenance will include, but is not limited to, the service of the following items: Hydraulics, cables, controllers.

iii. All elevator equipment and systems should be inspected bi-annually by a 3rd party certified inspector. If the elevator is found to be non-compliant, then an inspection will be completed by the Department of Labor and Industry. If the elevator is constructed prior to 2004 it must comply with 34 PA Code Chapter 7; if the elevator is constructed after 2004, the inspection must comply with ASME A17.1.

iv. Lessor shall notify Lessee at least one (1) day in advance of taking the elevator offline for maintenance and/or repair and give Lessee an estimated completion date of the maintenance and/or repair and when the elevator will be back online.

v. Lessor shall respond to an elevator entrapment within thirty (30) minutes of notification. If the Lessor fails to respond within thirty (30) minutes, the Lessee shall charge the Lessor Seventy- Five Dollars ($75.00) for each failure to respond.

vi. Should more than three (3) elevator entrapments happen within six (6) months, then the Lessor shall have all elevator equipment and systems inspected and repaired within thirty (30) days of request by Lessee. Lessor shall provide Lessee a written report of the inspection and repair work of the elevator equipment and systems within five (5) business days of the completed inspection and within five (5) business days of the completed repair work.

vii. Lessor shall provide Lessee with a yearly preventative maintenance schedule for all elevator equipment and systems.

c. Lighting. Lessor shall provide, install and replace all light bulbs, tubes, ballasts and starters. This stipulation also includes the parking area(s). All lighting shall be maintained as specified in Attachment B.

d. Heating, Ventilation and Air Conditioning.

i. All HVAC systems shall be designed, maintained and operated in a manner which maximizes energy efficiency. All equipment and systems shall be in operating order twenty-four (24) hours per day and shall be serviced and maintained by Lessor. Systems shall be inspected and serviced regularly to ensure proper balancing and calibration.

ii. Heating and air conditioning systems shall provide and maintain an inside automatically controlled temperature in accordance with Attachment B. Failure to follow Attachment B shall be considered a violation of the Lease.

iii. Lessor shall provide proof to Lessee of routine semi-annual maintenance/repairs to HVAC systems and respective components. Lessor shall provide the written reports to Lessee within thirty (30) days of completion of any service/repairs.