Standard SFP Packet 94702.pdf

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 subcontractors are suspended or debarred by the Commonwealth, the federal government, or any other state or governmental entity. Such notification shall be made within fifteen (15) days of the date of suspension or debarment. Failure of LESSOR to notify the Commonwealth of its suspension or debarment by the Commonwealth, the federal government, or any other state or governmental entity shall constitute an event of default of this LEASE with the Commonwealth. It is further understood that if the proposer has any outstanding liabilities to the Commonwealth, including but not limited to taxes or unemployment compensation, it will resolve the outstanding liabilities within ten (10) business days from notification of such liability.

I certify that the information on this form is true and correct to the best of my knowledge and that I am authorized to represent the LESSOR in connection with this proposal.

Printed Name

Signature

Title Date

Initials____

Exhibit C—Americans with Disabilities Act

1. Pursuant to federal regulations promulgated under the authority of The Americans With Disabilities Act, 28

C.F.R. Section 35.101 et seq., LESSOR understands and agrees that no individual with a disability shall, on the basis of the disability, be excluded from participation in this LEASE or from activities provided for under this

LEASE. As a condition of accepting and executing the LEASE, LESSOR agrees to comply with the "General

Prohibitions Against Discrimination," 28 C.F.R. Section 35.130, and all other regulations promulgated under Title

II of The Americans With Disabilities Act which are applicable to the benefits, services, programs, and activities provided by the Commonwealth through contracts with outside contractors.

2. LESSOR shall be responsible for and agrees to indemnify and hold harmless the Commonwealth from all losses, damages, expenses, claims, demands, suits, and actions brought by any party against the Commonwealth as a result of LESSOR's failure to comply with the provisions of 1. above.

Initials_____

Exhibit D—Nondiscrimination/Sexual Harassment

1. In the hiring of any employees for the manufacture of supplies, performance of work, or any other activity required under this LEASE, LESSOR, LESSOR's contractor(s), or any person acting on behalf of LESSOR or

LESSOR's contractor(s) shall not by reason of gender, race, creed, color, disability, national origin, ancestry or age discriminate against any citizen of this Commonwealth who is qualified and available to perform the work to which the employment relates.

2. Neither LESSOR nor any of LESSOR's contractor(s), nor any person on their behalf shall in any manner discriminate against or intimidate any employee involved in the manufacture of supplies, the performance of work or any other activity required under this LEASE on account of gender, race, creed, color, disability, national origin, ancestry or age. LESSOR and LESSOR's contractor(s) shall establish and maintain a written sexual harassment policy and shall inform its employees of the policy.

3. LESSOR and each of LESSOR's contractor(s) shall furnish all necessary employment documents and records to and permit access to LESSOR's books, records, and accounts by the contracting officer and the Department of

General Services' Bureau of Contract Administration and Business Development for purposes of investigation to ascertain compliance with these provisions. If LESSOR or any of LESSOR's contractor(s) does not possess documents or records reflecting the necessary information requested, it shall furnish such information on reporting forms supplied by the contracting officer or the Bureau of Contract Administration and Business Development.

4. LESSOR shall include these provisions in every subcontract so that such provisions will be binding upon each of

LESSOR's contractor(s).

5. The Commonwealth may cancel or terminate this LEASE, and all money due or to become due under the LEASE may be forfeited for a violation of these provisions.

Initials_____

Exhibit E—Contractor Integrity Provisions for Commonwealth Contracts

1. Definitions:

(a) Confidential information means information that is not public knowledge, or available to the public on request, disclosure of which would give an unfair, unethical, or illegal advantage to another desiring to contract with the Commonwealth.

(b) Consent means written permission signed by a duly authorized officer or employee of the Commonwealth, provided that where the material facts have been disclosed, in writing, by prequalification, bid proposal, or contractual terms, the

Commonwealth shall be deemed to have consented by virtue of execution of this agreement.

(c) Contractor means the individual or entity that has entered into this agreement with the Commonwealth, including directors, officers, partners, managers, key employees, and owners of more than a 5% interest.

(d) Financial Interest means:

i. ownership of more than a 5% interest in any business; or

ii. holding a position as an officer, director, trustee, partner, employee, or the like, or holding any position of management.

(e) Gratuity means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind.

2. The contractor shall maintain the highest standards of integrity in the performance of this agreement and shall take no action in violation of state or federal laws, regulations, or other requirements that govern contracting with the Commonwealth.

3. The contractor shall not disclose to others any confidential information gained by virtue of this agreement.

4. The contractor shall not, in connection with this or any other agreement with the Commonwealth, directly or indirectly, offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for the decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty by any officer or employee of the Commonwealth.

5. The contractor shall not, in connection with this or any other agreement with the Commonwealth, directly or indirectly, offer, give, or agree or promise to give to anyone any gratuity for the benefit of or at the direction or request of any officer or employee of the Commonwealth.

6. Except with the consent of the Commonwealth, neither the contractor nor anyone in privity with him shall accept or agree to accept from, or give or agree to give to, any person, any gratuity from any person in connection with the performance of work under this agreement except as provided therein.

7. Except with the consent of the Commonwealth, the contractor shall not have a financial interest in any other contractor, subcontractor, or supplier providing services, labor, or material on this project.

8. The contractor, upon being informed that any violation of these provisions has occurred or may occur, shall immediately notify the Commonwealth in writing.

9. The contractor, by execution of this agreement and by the submission of any bills or invoices for payment pursuant thereto, certifies and represents that he has not violated any of these provisions.

10. The contractor shall, upon request of the Office of State Inspector General, reasonably and promptly make available to that office and its representatives, for inspection and copying, all business and financial records of the contractor of, concerning, and referring to this agreement with the Commonwealth or which are otherwise relevant to the enforcement of these provisions.

11. For violation of any of the above provisions, the Commonwealth may terminate this and any other agreement with the contractor, claim liquidated damages in an amount equal to the value of anything received in breach of these provisions, claim damages for all expenses incurred in obtaining another contractor to complete performance hereunder, and debar and suspend the contractor from doing business with the Commonwealth. These rights and remedies are cumulative, and the use or nonuse of any one shall not preclude the use of all or any other. These rights and remedies are in addition to those the Commonwealth may have under law, statute, regulation, or otherwise.

Initials___

Exhibit F—Insurance

1. For the term of the LEASE, LESSOR shall procure and maintain at its expense the following types of insurance, issued by companies acceptable to the LESSEE and authorized to conduct such business under the laws of the

Commonwealth:

(a) Worker's Compensation Insurance for all of LESSOR's agents, servants and/or employees and those of any contractor engaged by LESSOR in work at the PREMISES in accordance with the Worker's Compensation Act of

1915 and any supplements or amendments thereto.

(b) Public liability and property damage insurance to protect LESSEE, LESSOR and any and all contractors from claims for damages for personal injury (including bodily injury), sickness or disease, accidental death and damage to the property, including loss of use resulting from property damage, which may arise from services performed by

LESSOR, its agents or employees under this LEASE or from an alleged defective, dangerous or untenantable condition of the PREMISES. The limits of such insurance shall be in an amount not less than five hundred thousand dollars ($500,000) each person and two million dollars ($2,000,000) each occurrence, personal injury and property damage combined. Such policies shall be occurrence-made rather than claims-made policies and shall name the Commonwealth as an additional insured.

(c) Fire and extended coverage insurance for the PREMISES and contents in an amount not less than the value of the building plus an amount to cover all equipment, furniture, and other property owned by LESSOR in the

PREMISES to the full value thereof. The Commonwealth shall be named thereon as an additional insured.

2. Prior to LEASE commencement, LESSOR shall provide LESSEE with current certificates of insurance. The

LESSOR's certificates shall contain a provision that the coverage afforded under the policies will not be cancelled or changed until at least thirty (30) days written notice is given to the LESSEE. LESSOR shall also require certificates of insurance of all other tenants under LESSOR's jurisdiction who are directly adjacent to LESSEE's

PREMISES in accordance with the aforementioned requirements.

Exhibit G—Asbestos

1. LESSOR certifies that an asbestos inventory has been completed relative to the PREMISES by an expert properly certified pursuant to state law and such inventory disclosed that there is not any exposed hazardous friable asbestos present in the PREMISES. LESSOR further covenants and agrees that if, at any time during the term of this LEASE or any renewals thereof, it is determined that exposed hazardous friable asbestos is present in the

PREMISES and that employees of LESSEE are being exposed to the emission of hazardous friable asbestos fibers within the PREMISES in excess of exposure limits established by applicable law, LESSOR shall, at its sole cost and expense, and to the extent recommended by an expert and approved by LESSEE retained by LESSOR as required by law:

(a) Encapsulate or otherwise contain the hazardous friable asbestos in the PREMISES; or

(b) Remove and replace the hazardous friable asbestos in the PREMISES to a safe condition in accordance with all applicable laws or regulations.

LESSEE agrees to notify the LESSOR immediately if at any time LESSEE becomes aware that asbestos is present and/or that employees of LESSEE are/have been exposed to asbestos fibers.

Notwithstanding anything to the contrary in the foregoing, if the hazardous friable asbestos is introduced to the

PREMISES, or made friable, or is otherwise disturbed or made hazardous by the willful or negligent conduct of

LESSEE, its officers, agents, servants, contractors or employees, then LESSOR shall perform the tasks specified in (a) or (b) above at LESSEE's expense.

2. LESSOR further agrees to protect, indemnify and save LESSEE harmless from and against any and all liabilities, losses, damages, costs and expenses arising from judgments pursuant to which it is judicially determined that injuries suffered by the damaged party were proximately caused by exposure during the LEASE term to exposed hazardous friable asbestos located within the PREMISES which resulted from the LESSOR's breach of (a) or (b) above. Notwithstanding anything to the contrary in the foregoing, LESSOR's obligations to protect, indemnify and save LESSEE harmless shall not apply to judgments arising from exposure to hazardous friable asbestos when the asbestos material was either introduced to the PREMISES or made friable or otherwise disturbed or made hazardous by the willful or negligent conduct of LESSEE, its officers, agents, contractors, servants or employees.

3. In the event a Commonwealth employee brings any action at law or otherwise against the Commonwealth for injuries arising from exposure to hazardous friable asbestos in the PREMISES, the Commonwealth agrees to assert that such action is barred by the Workmen's Compensation Act (the "Act"), 71 P.S. Section 481, or any similar worker's compensation act, which provides that compensation under the Act shall be the Commonwealth's sole and exclusive liability for such injuries.

Exhibit I – Prevailing Wage

PAYMENT OF PREVAILING MINIMUM WAGES. LESSOR and LESSOR’S contractor(s) must comply with the following conditions, provisions and requirements in the construction of the building, substantial rehabilitation of the building and/or substantial alterations to the PREMISES:

a. LESSOR AND LESSOR’S contractors shall pay at least the wage rates as determined by the Secretary of the Pennsylvania Department of Labor and Industry and shall comply with the conditions of the Prevailing Wage Act of August 15, 1961, and the regulations issued thereto, to assure the full and proper payment of the rates.

b. Workers in the construction of the building, substantial rehabilitation of the building and/or substantial alterations to the PREMISES shall be paid at least the general prevailing minimum wage rates as set forth in the prevailing minimum wage predetermination, issued by the Secretary of Labor and Industry.

c. These requirements apply to work performed in the construction of the building, substantial rehabilitation of the building and/or substantial alterations to the PREMISES by LESSOR, LESSOR’S contractor(s) and all subcontractors.

d. LESSOR shall insert in all its contracts for the construction of the building, substantial rehabilitation of the building and/or substantial alterations to the PREMISES and shall require the contractor(s) to insert in each of its subcontracts the stipulations contained in these provisions.

e. No workers may be employed in the construction of the building, substantial rehabilitation of the building and/or substantial alterations to the PREMISES except in accordance with the classifications in the prevailing minimum wage predetermination of the Secretary. NOTE: If additional or different classifications are necessary, LESSOR shall request the Department of General Services to petition the Secretary of Labor and Industry for rates for additional or different classifications.

f. Workers employed or working in the construction of the building, substantial rehabilitation of the building and/or substantial alterations to the PREMISES shall be paid unconditionally, regardless of whether a contractual relationship exists or the nature of a contractual relationship which may be alleged to exist between a contractor, subcontractor and worker, at least once a week, without deduction or rebate, on any account, either directly or indirectly except authorized deductions, the full amounts due at the time of payment, computed as the rates applicable to the time worked in the appropriate classification. Nothing in the lease, the Prevailing Wage Act or the regulations promulgated pursuant to the Act prohibits the payment of more than the general prevailing minimum wage rates as determined by the Secretary to a worker on a public work.

g. LESSOR shall require its contractor(s) and each subcontractor to post for the entire period of the construction of the building, substantial rehabilitation of the building and/or substantial alterations to the PREMISES the wage determination decisions of the Secretary, including the effective date of changes thereof, in a prominent and easily accessible place or places at the site of the work and at the places used by them to pay workers their wages. The posted notice of wage rates shall contain the following information:

(i) The name of project.

(ii) The name of the Commonwealth agency that will be the tenant in the facility.

(iii) The crafts and classifications of the workers listed in the Secretary’s general prevailing minimum wage rate determination for the particular project.

(iv) The general prevailing minimum wage rates determined for each craft and classification and the effective date of changes.

(v) A statement advising workers that if they have been paid less than the general prevailing minimum wage rate for the job classification or that the contractor or subcontractor are not complying with the act or this title, they may file a protest in writing with the Secretary of Labor and Industry within 3 months of the date of the occurrence, objecting to the payment to the contractor to the extent of the amount due or to become due to them as wages for work performed on the public work project. A worker paid less than the rate specified in the contract shall have a civil right to action for the difference between the wage paid and the wages stipulated in the contract, which right of action shall be exercised within 6 months from the occurrence of the event creating the right.

h. LESSOR shall require its contractor(s) and each subcontractor to keep an accurate record showing the name, craft or classification, number of hours worked per day and the actual hourly rate of wage paid, including employee benefits, to each worker employed by him in connection with the public work. The record shall include deductions from each worker. The record shall be preserved for 2 years from the date of payment and shall be open at reasonable hours to the inspection of the Department of General Services, the Department of Labor and Industry and the tenant agency.

i. Apprentices shall be limited to numbers in accordance with the bona fide apprenticeship program registered with and approved by The Pennsylvania Apprenticeship and Training Council and only apprentices whose training and employment are in full compliance with The Apprenticeship and Training Act, approved July 14, 1961, and the regulations issued thereto shall be employed on the public work project. A worker using the tools of a craft who does not qualify as an apprentice within this subsection shall be paid the rate predetermined for journeymen in that particular craft or classification.

j. Wages shall be paid without deductions except authorized deductions. Employers not parties to a contract requiring contributions or employee benefits which the Secretary of Labor and Industry has determined to be included in the general prevailing minimum wage rate shall pay the monetary equivalent thereof directly to the workers.

k. Payment of compensation to workers for work performed on public work on a lump sum basis, or a piece of work system, or a price certain for the completion of a certain amount of work, or the production of a certain result shall be deemed a violation of the Prevailing Wage Act and the lease, regardless of the average hourly…