Solicitation No. 94801 (Macungie).pdf

Thank you for responding to the Commonwealth of Pennsylvania's Solicitation for Proposal (SFP) #94801 to lease to the Commonwealth approximately 5,500 to 6,500 net usable square feet of Retail space in Macungie Lehigh County, Pennsylvania. The space will be occupied by the Pennsylvania Liquor Control Board.

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

Enclosed you will find SFP #94801 which includes 5 appendices, including a sample draft lease.

This SFP contains information that will guide you in preparing a proposal submission on the enclosed forms. To be considered, all proposals must be submitted utilizing the enclosed forms. 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., May 13, 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 #94801, AGENCY’S NAME, REAL ESTATE

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.

You should address the availability of private and/or public parking in your proposal.

Please be sure to carefully read the whole document. If you have any questions concerning the attached information, please contact Steven Krayeski directly at (717) 317-5312.

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

SOLICITATION FOR PROPOSAL (SFP)

#94801

Date of Issue:

April 8, 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 4-8

II. Proposal Requirements 9-10

Appendix A Lease Standard Terms and Conditions

Appendix B Required Documents

Appendix C Building Specifications

Appendix D Commonwealth Requirements

Appendix E Geographic Boundaries

I. GENERAL INFORMATION FOR THE PROPOSER

PURPOSE

The purpose of this Solicitation for Proposal (SFP) is to obtain proposals to provide approximately 5,500 to 6,500 net usable square feet of retail space, for use as a Wine and Spirits store. The space must be located within the following boundaries: within a one (1) mile radius of Route 100 & West End Trail, Macungie, Lehigh County. 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 ten (10) -year lease (with options for two (2) Five (5) year renewal terms) to be occupied by the PA Liquor Control Board.

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:

Steven Krayeski Department of General Services

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

(717) 317-5312

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 date and time specified in the cover letter. Proposals must be returned in the envelope provided with the proposal packet. 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.

http://www.dli.state.pa.us/landi/li_apps/requestPW.asp

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 sixty (60) days from the date specified in the cover letter.

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 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.

TYPE OF AGREEMENT

The selected party will be expected to enter into a lease agreement in substantially the same form as the sample lease which is attached as APPENDIX A of this SFP. The terms and conditions of this SFP and the selected party’s proposal will be incorporated into the lease by reference.

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 contractors. If, in the opinion of the

Commonwealth, contract negotiations with the selected party cannot be concluded within 60 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 to all interested parties who received the original SFP. For any interested party who downloads the SFP from the DGS website, it will be that party’s responsibility to check the website for amendments to the SFP prior to the submission of its proposal.

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 described in subsection c.(2) 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

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.

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:

a. All Utilities

b. Janitorial Services and Supplies (please check the janitorial schedule included in the Agency Specifications attached to 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

These forms can found at:

http://www.dgs.pa.gov/State%20Government/Facilities%20and%20Space%20Managemen t/Office-Leases/Pages/default.aspx http://www.dgs.pa.gov/State%20Government/Facilities%20and%20Space%20Management/Office-Leases/Pages/default.aspx http://www.dgs.pa.gov/State%20Government/Facilities%20and%20Space%20Management/Office-Leases/Pages/default.aspx

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 to complete Paragraph 18 of the draft lease agreement (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 are not limited to:

• Test Fit

• Site Control

• 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:

• 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

LEASE #____________

Pennsylvania Liquor Control Board

PLCB Constructed Facility #_— Town

THIS LEASE AGREEMENT ("LEASE") is executed this ________ day of ________________, 20______, by and between the Commonwealth of

Pennsylvania ("Commonwealth"), acting through the Department of General Services, agent for the Pennsylvania Liquor Control Board (hereinafter called "LESSEE"), and ________________________________________(hereinafter called "LESSOR").

WHEREAS, 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 or 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.

NOW THEREFORE, 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. PREMISES. LESSOR hereby lets unto LESSEE, for use by LESSEE, the premises, or part of the building, situated at the address

______________________________________in the , Pennsylvania, and consisting of

_____________________________________net usable square feet ("the PREMISES"), together with the appurtenances thereto, including, but not limited to, the parking area as more fully set forth herein, and adequate means of ingress and egress to the PREMISES. For the purposes of this LEASE, "net usable square feet" has been computed by measuring the area to be used by LESSEE from the inside of the 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.

Parking spaces associated with the PREMISES are to be used jointly by LESSEE's customers, and customers of other tenants of the property.

Parking spaces are not intended for the sole use of the customers of any one or particular group of LESSOR's tenants. The parties mutually agree to designate a common parking area for use by LESSEE's employees, in order to minimize employee utilization of the customer common parking area.

2. TERM. The term of the LEASE shall be _________ year(s) and ____________ month(s) in duration, with a target commencement on or about

________________ and ending on ________________ subject, however, to the LESSEE's right to cancel the LEASE as provided herein.

At the expiration of this term, a holding over without one (1) calendar month written notice from either party of desire to terminate this LEASE shall be deemed a renewal thereof for the term of three (3) calendar months, and so on from term to term until either party shall give the other three (3) calendar months written notice of intention to terminate this LEASE. Every renewal shall be subject to the provisions of this LEASE.

3. RENT. LESSEE shall pay LESSOR rent for the use and occupancy of the PREMISES.

PRIMARY TERM

OPTION TERMS

PROVIDED, however, that LESSEE shall give written notice of its intention to exercise its option for the immediately succeeding additional term above mentioned at least thirty (30) days’ prior to the expiration date of the original term of the lease or of each renewal thereof. If

LESSEE fails to give such thirty (30) days’ notice, a holding over shall be deemed a renewal for the term of three (3) months at the same rental as specified in the preceding option term and so on from term to term until this agreement is terminated by mutual consent of the parties hereto, or by notice in writing of intention to terminate from either party to the other three months before the expiration of any renewed term.

No rents shall be due or payable under this LEASE prior to its date of approval, or such other dates as approved, by the Board of Commissioners of Public Grounds and Buildings.

4. EFFECTIVE DATE. It is understood and agreed that the effective date of this LEASE will be determined by the execution of the Supplement to be Attached to Lease (Form PLCB-778). LESSOR and LESSEE do hereby agree that the effective date of occupancy and rent commencement shall be the earlier of the following dates:

(a) Six (6) weeks after LESSOR has delivered possession of the PREMISES to the LESSEE, provided LESSOR has fulfilled the obligations of this LEASE to the satisfaction of LESSEE.

(b) The date the LESSEE opens for business to the public.

LESSOR and LESSEE mutually agree that the term shall commence on the first day of the month in which this LEASE is effective, as determined in the above manner, and that the ending date of the term and the commencement and ending dates of any renewals or extensions shall be adjusted accordingly.

5. GROSS LEASE. This is a gross LEASE, in which LESSOR agrees to pay all expenses associated with ownership of the property, including, but not necessarily limited to, those for common area maintenance ("CAM"), taxes, insurance, local impact fees, and advertising.

6. CANCELLATION. It is understood and agreed by the parties that:

(a) If the governmental function for which these PREMISES are being leased is abolished, limited or restricted by an act of the legislature or law of Congress, or any action taken under authority conferred by such acts or laws, then LESSEE shall have the privilege of canceling this

LEASE by giving two (2) calendar months written notice to LESSOR. Such abolitions, limitations or restrictions shall include, but shall not be limited to, an elimination of LESSEE's state liquor stores, in whole or in part, and/or any change in LESSEE's right and/or duty to operate state liquor stores.

(b) LESSEE reserves the right to cancel this LEASE with thirty (30) days written notice if the original location for the PREMISES selected by

LESSEE is changed by LESSOR for any reason and the new location is not approved by LESSEE.

(c) LESSEE reserves the right to cancel this LEASE with thirty (30) days written notice if alterations to the PREMISES are not started within

____six____ (_6_) calendar month(s) following LESSOR's receipt of a fully executed LEASE or if the PREMISES are not ready for occupancy within _two hundred and seventy____ (_270_) days following the start of preparation.

7. LESSOR'S RESPONSIBILITIES. The parties agree that LESSOR shall:

(a) Make, at its expense, any alterations to the PREMISES described in the Specifications and Drawings, which are hereby incorporated and made a part of this LEASE as Exhibit J, provided by LESSEE before LESSEE takes possession, and until such alterations are completed, LESSEE shall not be liable for the payment of any rent.

LESSOR agrees and acknowledges that all change orders must be signed and authorized by the Department of General Services, Bureau of

Real Estate. Further, any such change orders which exceed five thousand dollars ($5,000.00) and all change orders when the aggregate of change orders will exceed fifty thousand dollars ($50,000.00) must also be signed and authorized by the Commonwealth of Pennsylvania, Office of the Budget. Failure of the LESSOR to obtain the required signatures shall relieve the Commonwealth from any obligation to pay for any work described in such change order(s). LESSOR shall not receive remuneration which is in addition to the rent for any construction or alteration to the premises outside the scope of work, unless LESSEE has, by a fully executed lease amendment containing the details of said construction or alterations, as well as the specific cost, agreed to such payment.

(b) Comply with all requirements of the Pennsylvania Department of Labor and Industry pertaining to safety and other hazards including fire, and ensure that the storeroom conforms to all applicable federal, state, and local building codes and laws. Any and all laws, rules, regulations, zoning permits, use and/or occupancy requirements, and fees including annual sign fees, of city, township, borough, county, state, and federal governmental entities shall be borne and obeyed by LESSOR. All phases of preparation and work shall be followed and carried out in strict accordance with such requirements, even though each item involved be not herein particularly specified. Obtaining all permits, (building, use, occupancy, etc.) shall be the responsibility of LESSOR. LESSOR shall furnish a Pennsylvania Department of

Labor and Industry or local authority occupancy permit after work is completed.

(c) Assume liability for all damages resulting from failure to maintain the PREMISES in a tenantable condition.

(d) During the term of this LEASE and any renewals or extensions thereof, and at LESSOR's expense, keep and maintain the premises in a tenantable condition, and make all interior and exterior repairs, including all plumbing and drainage, water heating, HVAC (heating, ventilation, and air conditioning), wiring and electrical, door and door hardware, emergency lighting, smoke detecting and any other equipment necessary for an efficient, safe, unaffected store operation.

(e) Procure, install, and maintain any and all fire alarm and sprinkler systems required by the governing authority or LESSOR's insurance policy. Responsibility for all repairs, parts, labor, any fees or fines associated with false alarms, unless caused by the willful or negligent acts of the LESSEE's personnel, agents, contractors, or invitees shall be borne by the LESSOR.

(f) Provide and maintain heating equipment sufficient to maintain a uniform temperature of 70 degrees Fahrenheit inside at 0 degrees outside.

Provide and maintain air conditioning sufficient to maintain a uniform temperature of 75 degrees Fahrenheit dry-bulb with 50% relative humidity inside when outside design conditions are 95 degrees Fahrenheit dry-bulb and 78 degrees Fahrenheit wet-bulb temperatures.

(g) Provide temporary back-up electric heaters or fans, if the HVAC system is non-functional and repairs are not made within twenty-four (24) hours, to prevent damage to the building systems and LESSEE's products and to ensure continued store operations.

(h) Maintain the roof of the PREMISES in compliance with acceptable trade practices, free from leaks. LESSOR agrees to make repairs to the roof within thirty-six (36) hours.

(i) Replace ceiling tiles damaged or stained as a result of any roof, air conditioning, plumbing, or sprinkler leaks immediately upon completion of leak repair.

(j) Maintain floors to support one hundred fifty (150) pounds live load per square foot.

(k) Provide and maintain access to tractor trailer delivery facilities.

(l) Maintain, including snow and ice removal (within twelve hours of end of snow fall/storm) and illumination, the parking areas used for customer and/or LESSEE's employee parking. LESSOR is also responsible for snow and ice removal of sidewalk area in front of and around the lease facility.

(m) Maintain good condition of exterior painting and other storefront finish materials.

(n) At its sole expense and when discovered or when notified by LESSEE, contract with a professional pest control service to exterminate or remove termites or other structure-damaging insects or non-insect pests.

(o) Replace all door, window and transom glass where damaged or broken, except when glass is damaged or broken by LESSEE's personnel.

(p) When LESSEE's store is closed (e.g. on Sundays and state-recognized holidays), maintain sidewalk and curb in front of the PREMISES in good appearance free of refuse and in safe condition with respect to snow and ice.

(q) Provide and maintain tenant identification signage that meets LESSEE's approval.

(r) Prohibit the placing of signs of any kind or description on the outside of the building (except by LESSEE if the entire building is leased to

LESSEE) and, if only part of the building is leased to LESSEE, prohibit the encroachment of signs on such part and the placing anywhere on the building of signs that are in any way misleading to the public as to the nature of the business operated on the PREMISES.

8. DAMAGE/DESTRUCTION. In the event of damage to the PREMISES by fire, flood, lightning, or other Act of God, or act of terrorism rendering it impossible or substantially inconvenient for LESSEE to continue to occupy or use the PREMISES for its operations, the

LESSOR, after notice from the LESSEE of the condition shall have thirty (30) days to repair and/or restore the PREMISES to a tenantable condition. If LESSOR fails to repair and/or restore the PREMISES within said period of thirty (30) days, or if LESSOR fails to make reasonable progress during the thirty (30) day period, as determined by LESSEE in its sole discretion, LESSEE may, at its option: a.)

terminate this LEASE by giving LESSOR fourteen (14) days written termination notice or b.) after first giving LESSOR fourteen (14) days written notice, repair and restore the PREMISES to a tenantable condition, and deduct such costs made in restoration of the PREMISES from the RENT due the LESSOR. At LESSEE”S option, payment of RENT shall abate as long as the PREMISES remains in an un-tenantable condition after notice to LESSOR and shall resume only after the condition has been substantially corrected. Such abatement shall be prorated on the portion of the PREMISES that is or remains un-tenantable.

9. EVENTS OF DEFAULT. Any one or more of the following events shall constitute an “Event of Default”;

a) Failure of LESSOR to provide the services without disruption or interruption as stipulated in this LEASE.

b) Failure of LESSOR to maintain the PREMISES in tenantable condition.

c) Failure of LESSOR to provide peaceful and uninterrupted possession of the PREMISES by LESSEE.

d) Failure of LESSOR to perform or observe any other lease obligations.

10. REMEDY. Upon the occurrence and during the continuance of an Event of Default, LESSEE may, after giving LESSOR fourteen (14) days written notice (during the fourteen day period, LESSOR shall have the opportunity to correct the event of default), exercise one or more of the following remedies:

a) Perform, on behalf of and at the expense of LESSOR, any obligation of LESSOR under this LEASE which LESSOR has failed to perform and of which LESSEE shall have given LESSOR notice, the cost of which performance by LESSEE shall be payable by

LESSOR to LESSEE upon demand or deducted by LESSEE from the RENT or any other amount due LESSOR by LESSEE.

b) Terminate this LEASE and the tenancy created hereby.

c) Abate payment of RENT as long as the “Event of Default” remains in effect. After corrective action has been completed by

LESSOR, LESSEE shall pay LESSOR the withheld rent less any costs suffered by LESSEE or the tenant agency resulting from the event of default.

d) Exercise any other legal and/or equitable rights or remedies available to LESSEE.

11. LESSEE'S RESPONSIBILITIES. The parties agree that LESSEE shall:

(a) Make payments for directly to the utility company or, if mutually agreed, LESSOR. All payments, whether to the utility company or LESSOR, will be made in accordance with the current tariff or rate schedule. All utilities must be separately metered for LESSEE's exclusive use. Lessor to provide all account and meter information to allow uninterrupted transfer of services.

(b) Be responsible for costs of any monthly monitoring fees or required annual inspections of fire alarm or sprinkler systems required by the governing authority of LESSOR's insurance policy.

(c) At its discretion and expense, hire routine preventive insect pest extermination services, except for termites or other structure-damaging insects.

(d) At its discretion and expense, handle and dispose of any trash generated by its occupancy of the PREMISES.

12. CONSTRUCTION. It is understood that LESSEE will not be responsible for neither any construction started nor any expenditures made in connection with the PREMISES or this LEASE prior to LESSOR having in its possession a signed and fully executed LEASE from the

Department of General Services.

13. REMODEL. LESSOR grants unconditional permission to LESSEE to remodel/refurbish the interior of the PREMISES or an area therein of LESSEE's discretion at any time during the term of this LEASE or any extensions thereof.

14. ASSIGNMENT. This LEASE shall be binding upon LESSOR, its heirs, administrators, successors and assigns. No assignment shall be made of this LEASE without prior written approval by LESSEE, which shall not be unreasonably withheld or delayed. Once approved by

LESSEE, assignee of the LESSOR's rights hereunder shall provide LESSEE with proof of ownership satisfactory to LESSEE in order for

LESSEE to direct rent payments under the LEASE to the assignee.

Upon LESSEE's receipt of notification under the LEASE that ownership of the PREMISES has been transferred, LESSEE reserves the right to withhold payment of rent until the assignee submits satisfactory proof of ownership requested by LESSEE. The LESSEE will not be responsible for any overpayment of rent to the assignor resulting from delay by the assignee in submitting proof of ownership. Any outstanding settlement between the assigning parties is solely their responsibility.

15. OFFSET PROVISION. LESSOR agrees that LESSEE may set off the amount of any state tax liability or other debt of LESSOR or its subsidiaries that is owed to the Commonwealth and not being contested on appeal against any payments due the LESSOR under this or any other contract with the Commonwealth.

16. USE OF CONTRACTORS OR SUBCONTRACTORS. LESSEE gives LESSOR express consent and permission to utilize the contractor or subcontractors of LESSOR's choice to perform any maintenance, construction and alterations that are LESSOR's responsibility under this LEASE.

17. SOVEREIGN IMMUNITY. The Commonwealth's exposure to liability (other than workers' compensation liability, which is insured with the State Workers' Insurance Fund) is governed by the dictates of Act 1978-152 commonly known as the Sovereign Immunity Tort Claims

Act. Under the Act, sovereign immunity was reaffirmed but waived in nine (9) specific areas of liability. Eligible claims or suits against the Commonwealth, its officials, or employees within the waived areas may be settled up to two hundred fifty thousand dollars ($250,000) each person, one million dollars ($1,000,000) each occurrence. The Commonwealth has established a Tort Claims Self-Insurance Program to handle these claims or suits which is administered by the Department of General Services in close relationship with the Office of

Attorney General. As to fire and extended coverage for furniture, fixtures, inventory, etc., the Commonwealth is self-insured for these perils under the State Insurance Fund which was established in 1915.

18. HOLD HARMLESS. LESSOR shall indemnify, save, and hold harmless LESSEE and any or all of its officers, agents, and employees from any and all claims, demands, actions, or liability (including, but not limited to, consequential damages and reasonable attorney's fees) of any nature based upon or arising out of:

(a) Any service performed by LESSOR, its agents or employees pursuant to the requirements of this LEASE, except such services as are properly performed at the express direction of LESSEE.

(b) Any actual or alleged defective, dangerous, or un-tenantable condition of the PREMISES not caused by any act or omission of LESSEE.

c) Violations by LESSOR, or noncompliance of the PREMISES by LESSOR with any statute, ordinance, rule or regulation of any governmental authority.

19. LESSOR’S DUTY TO MITIGATE DAMAGES. In the event LESSEE abandons the leased PREMISES, the LESSOR has an affirmative duty, to proceed in good faith and with due diligence, to make reasonable efforts to mitigate its damages or prevent further loss.

20. ORAL MODIFICATION. This LEASE may not be modified orally. Except as provided in this LEASE, all modifications must be by written amendment signed by both parties.

21. INTERPRETATION. This LEASE shall be construed and interpreted in accordance with the laws of the Commonwealth.

22. NOTICES. Any notice or demand from LESSEE to LESSOR or from LESSOR to LESSEE shall be in writing and shall be delivered by hand or by deposit in United States mail, postage prepaid, registered or certified, return receipt requested. It shall be LESSOR's responsibility to notify LESSEE of any change in LESSOR's address.

Notices to LESSOR shall be in an envelope addressed: Notices to LESSEE shall be in an envelope addressed:

Bureau of Real Estate

503 North Office Building

Harrisburg, PA 17125

23. No rents shall be due or payable under the Lease prior to the date of approval, or such other dates as approved by the Board of

Commissioners of Public Grounds and Buildings. There is no obligation or signal of intent by the Lessee until such approvals are granted.

24. NOTE. It is mutually understood and agreed that this document is a draft lease. It is what had been known in the past as a rental option. If the terms and conditions of the agreement are approved by the PLCB, it will be changed into a Lease format and returned for further signature. Once the formal lease is signed and returned, it will be processed for further approvals. The lease is not approved until final approvals are granted. It is also understood that currently, the lease format is going through a review and that wording may be changed or modified between this draft lease and the formal lease document. It is the responsibility of the proposed lessor to review both document forms.

25 State the nature of any encumbrance on the property and date and place of record (Deferment of lien papers to accompany lease)

Mortgage:

27. EXHIBITS. Included in and made part of this LEASE are the following exhibits:

A—Right to Know

B—Contractor Responsibility Certification

C—Americans with Disabilities Act

D—Nondiscrimination/Sexual Harassment

E—Contractor Integrity Provisions for Commonwealth

Contracts

F—Insurance

G—Asbestos

I—Payment of Prevailing Minimum Wages

J—Specifications

IN WITNESS WHEREOF, the parties hereto have duly executed these presents, the day and year first above written.

WITNESS/ATTEST:

LESSOR

ATTEST: Commonwealth of Pennsylvania acting through the

Department of General Services

Agent for the Pennsylvania Liquor Control Board

LESSEE

ACTING, SECRETARY OF GENERAL SERVICES

Approved as to form and legality: Approved:

Board of Commissioners of Public Grounds and Buildings

OFFICE OF GENERAL COUNSEL GOVERNOR

Date Date

OFFICE OF ATTORNEY GENERAL STATE TREASURER

Date Date

Exhibit “A”

RIGHT TO KNOW LAW REQUIREMENTS

a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, applies to this LEASE.

b. If the LESSEE needs the LESSOR’S assistance in any matter arising out of the RTKL related to this LEASE, it shall notify the LESSOR using the legal contact information provided in this LEASE.

The LESSOR, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the LESSEE.

c. Upon written notification from the LESSEE that it requires the LESSOR’s assistance in responding to a request under the RTKL for information in the LESSOR’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the LESSOR shall:

1. Provide the LESSEE, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the LESSOR’s possession arising out of this LEASE that the LESSEE reasonably believes is Requested Information and may be a public record under the RTKL; and

2. Provide such other assistance as the LESSEE may reasonable request, in order to comply with the RTKL with respect to this LEASE.

d. If the LESSOR considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the LESSOR considers exempt from production under the RTKL, the LESSOR must notify the LESSEE and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the LESSOR explaining why the requested material is exempt from public disclosure under the

RTKL.

e. The LESSEE will rely upon the written statement from the LESSOR in denying a RTKL request for the Requested Information unless the LESSEE determines that the Requested Information is clearly not protected from disclosure under the RTKL. Should the LESSEE determine that the Requested Information is clearly not exempt from disclosure, the LESSOR shall provide the Requested

Information within five (5) business days of receipt of written notification of the LESSEE’S determination.

f. If the LESSOR fails to provide the Requested Information within the time period required by these provisions, the LESSOR shall indemnify and hold the LESSEE harmless for any damages, penalties, costs, detriment or harm that the LESSEE may incur as a result of the LESSOR’S failure, including any statutory damages assessed against the LESSEE.

g. The LESSEE will reimburse the LESSOR for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by the Office of Open Records or as otherwise provided by the RTKL if the fee schedule is inapplicable.

h. The LESSOR may file a legal challenge to any LESSEE decision to release a record to the public with the Office of Open Records, or in the Pennsylvania Courts, however, the LESSOR shall indemnify the LESSEE for any legal expenses incurred by the LESSEE as a result of such a challenge and shall hold the LESSEE harmless for any damages, penalties, costs, detriment or harm that the LESSEE may incur as a result of the LESSOR’S failure, including any statutory damages assessed against the LESSEE, regardless of the outcome of such legal challenge. As between the parties, the LESSOR agrees to waive all rights or remedies that may be available to it as a result of the LESSEE’s disclosure of Requested Information pursuant to the RTKL.

i. The LESSOR’s duties relating to the RTKL are continuing duties that survive the expiration of this LEASE and shall continue as long as the LESSOR has Requested Information in its possession.

Exhibit B—Contractor Responsibility Certification

1. LESSOR by submitting a proposal represents that:

(a) The LESSOR has read and understands the terms and conditions of the solicitation documents, and the proposal is made in accordance therewith.

(b) The LESSOR understands and acknowledges that all information provided by, and representations made by the LESSOR in the proposal are material and important and will be relied upon by the Department of General Services in awarding this LEASE. Any misstatement shall be treated as fraudulent concealment from the Department of the true facts relating to the submission of the proposal. A misrepresentation shall be punishable under Section 4904 of Title 18 P.C.S.A. Further, if it is later determined that the LESSOR knowingly rendered an erroneous certification, the Department may find the LESSOR in default, terminate the contract and may debar/suspend the LESSOR.

(c) The amount of the proposal has been arrived at independently and without consultation, communication or agreement with any other proposer or potential proposer.

(d) Neither the amount of the proposal nor the approximate amount of this proposal have been disclosed to any other firm or person that is a proposer or potential proposer, and it will not be disclosed before the opening.

(e) LESSOR certifies that it is not currently under suspension or debarment by the Commonwealth, any other state, or the federal government, and if the LESSOR cannot so certify, then it agrees to submit along with the proposal a written explanation of why such certification cannot be made. If LESSOR enters into subcontracts with or employs under this LEASE any subcontractors/individuals who are currently suspended or debarred by the Commonwealth or the federal government, or who become suspended or debarred by the Commonwealth or federal government during the term of this

LEASE or any extensions or renewals thereof, the Commonwealth shall have the right to require the LESSOR to terminate such subcontracts or employment. The LESSOR agrees to reimburse the Commonwealth for the reasonable costs of investigation incurred by the Office of Inspector General for investigations of the LESSOR's compliance with terms of this or any other agreement between the LESSOR and the Commonwealth that result in the suspension or debarment of the LESSOR. Such costs shall include, but not be limited to, salaries of the investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The LESSOR shall not be responsible for investigative costs for investigations that do not result in the LESSOR's suspension or debarment.

(f) The LESSOR has no outstanding, delinquent liabilities to the Commonwealth including but not limited to any taxes and unemployment compensation payments except as disclosed in its proposal. The LESSOR agrees that the Commonwealth may set off the amount of any state tax liability or other debt of the LESSOR or its subsidiaries that is owed to the

Commonwealth and not being contested on appeal against any payments due the LESSOR under this or any other lease with the Commonwealth.

(g) The LESSOR may obtain the current list of suspended or debarred proposers at:

DGS Office of Chief Counsel

603 North Office Bldg.

Harrisburg, PA 17125 717-783-6472 (telephone), 717-787-9138 (fax) www.dgs.state.pa.us/debarment.htm

2. LESSOR by submitting its proposal authorizes all Commonwealth agencies to release to the Department of General Services information related to liabilities to the Commonwealth, including but not limited to any taxes or unemployment compensation payments except as disclosed by the LESSOR in its proposal.

3. LESSOR's obligations pursuant to these provisions are ongoing from and after the effective date of this LEASE through the termination date thereof. Accordingly, the LESSOR shall have an obligation to inform the Commonwealth if, at any time during the term of this LEASE, it becomes delinquent in the payment of taxes, or other Commonwealth obligations, or if it or any of its…