CHANGE Page 1 of 2 Contract No. 4600013210 Contract ... Grant Street Associates, Inc. in Pittsburgh, PA. Grant Street Associates, Inc. is a member of the Cushman & Wakefield Alliance,

All using Agencies of the Commonwealth, Participating Political

Subdivision, Authorities, Private Colleges and Universities

Your Quotation: Date: Collective No.: Our Quotation:

CHANGEContract No. 4600013210Contract Original Approval Date: 03/13/2008

Page 1 of 2

Your SAP Vendor Number With Us: 312120

Supplier Name/Address:CUSHMAN & WAKEFIELD OF PENNSYLVANIA

INC

1717 ARCH ST FL 30

PHILADELPHIA PA 19103-2749

Supplier Telephone No: 215-963-4042

Supplier Fax No.: 215-568-2604

Please Deliver To:DGS

515 North Office Building

HARRISBURG PA 17125

USA

Payment Terms:NET 30

Purchasing Agent:Name: Jennifer Habowski

Phone: 717-703-2937

Fax: 717 213-9505

Valid from/to: 02/01/2008 - 01/31/2010

Item Material/ServiceDesc

Est Qty UOM Net Price Per Unit Total

10 ACQUISITIONSERVICES

0.00 0.00 1 0.00

--------------------------------------------------------------- ------------------------------------------------------------------------ -----------------

20 DISPOSITIONSERVICES

0.00 0.00 1 0.00

--------------------------------------------------------------- ------------------------------------------------------------------------ -----------------

30 OTHER PORTFOLIOTRANSACTIONSERVICES

0.00 0.00 1 0.00

--------------------------------------------------------------- ------------------------------------------------------------------------ -----------------

General Requirements for all Items:

Header Text

The Commonwealth of Pennsylvania, through the Department of General Services, accepts the submission of theBidder/Contractor for the awarded item(s) at the price(s) set forth below in accordance with: 1) the RFQ submittedby the Bidder/Contractor, if any; 2) the documents attached to this Contract or incorporated by reference, if any,and 3) the contract terms and conditions stored on the website address at www.dgs.state.pa.us for this type ofContract as of the date of the RFQ, if any, or other solicitation for this Contract, all of which, as appropriate, areincorporated herein by reference. When the Bidder/Contractor receives an order from a Commonwealth agency, theorder constitutes the Bidder/Contractor's authority to furnish the item(s) to the agency at the time(s) and place(s)specified in the order. RFQ, as used herein, means Request for Quotations, Invitation for Bids, Invitation to Qualify,or Request for Proposals, as appropriate.

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCO_L, Version 1.0, Created on 05/27/2003, Last changed on 03/29/2005.

SEE LAST PAGE FOR ESTIMATED

TOTAL VALUE INFORMATION

CHANGEContract No. 4600013210Contract Original Approval Date: 03/13/2008

Supplier Name:CUSHMAN & WAKEFIELD OF PENNSYLVANIA

INC

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Item Material/ServiceDesc

Est Qty UOM Net Price Per Unit Total

THIS CONTRACT WILL PROVIDE REAL ESTATE TRANSACTION MANAGEMENT AND BROKERAGE SERVICES FOR THE

COMMONWEALTH OF PA, BUT IS RESTRICTED FOR USE BY THE DEPARTMENT OF GENERAL SERVICES, BUREAU OF REAL

ESTATE ONLY.

COSTARS PROVISION ACT 57 DOES NOT APPLY.

COST:

PLEASE REFER TO EXHIBIT B - COST SUBMITTAL (AKA APPENDIX D OF THE RFP) FOR THE BASELINE REAL ESTATE

PERCENTAGE RATES FOR ACQUISITION, DISPOSITION, AND OTHER RELATED SERVICES.

THE SUPPLIER MAY NOT CHARGE MORE THAN THE PERCENTAGE RATES LISTED IN THEIR COST SUBMITTAL; HOWEVER

THE BUREAU OF REAL ESTATE MAY NEGOTIATE FOR A LOWER PERCENTAGE RATE THAN WHAT IS LISTED IN THE COST

SUBMITTAL.

CONTACT:

JOHN P. DERHAM

CUSHMAN & WAKEFIELD OF PENNSYLVANIA, INC.

1717 ARCH STREET, 30TH FLOOR

PHILADELPHIA, PA 19103-2713

PHONE: 215-963-4042

FAX: 215-568-2604

EMAIL: [email protected]

CONTRACT ADMINISTRATOR:

Jennifer Habowski

DGS Procurement

Forum Place, 6th Floor

555 Walnut Street

Harrisburg, PA 17101

Phone: 717-703-2937

Fax: 717-214-9505

Email: [email protected]

No futher information for this contract.

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCO_L, Version 1.0, Created on 05/27/2003, Last changed on 03/29/2005.

Estimated Total Value:$ 300,000.00

Currency: USD

Technical Submittal

RFP# – CN00026690

prepared for

The Commonwealth of Pennsylvania

November 19, 2007

John P. DerhamSenior Managing Director/Branch ManagerPhone: 215–963–4042

RFP – CN00026690 TECHNICAL SUBMITTAL 0

T A B L E O F C O N T E N T S II–1. UNDERSTANDING THE PROBLEM--------------------------------------------------------------------------------------- 1 II–2. OFFEROR QUALIFICATIONS----------------------------------------------------------------------------------------------- 3 II–3. PERSONNEL QUALIFICATIONS------------------------------------------------------------------------------------------- 6 II–4. AVAILABLE RESOURCES--------------------------------------------------------------------------------------------------27


I I – 1 . U N D E R S T A N D I N G T H E PROBLEM


I I –1 . UNDERSTANDING THE PROBLEM.

STATE IN SUCCINCT TERMS YOUR UNDERSTANDING OF THE SCOPE OF SERVICES REQUIRED BY THIS RFP. INCLUDE A NARRATIVE DESCRIPTION OF THE PROPOSED EFFORT AND THE ITEMS AND SERVICES TO BE PROVIDED.

Cushman & Wakefield of Pennsylvania, Inc. is pleased to present this proposal to the Commonwealth of Pennsylvania’s Department of General Services (the Commonwealth of Pennsylvania) for real estate transaction management and brokerage services in response to RFP CN00026690. We appreciate the opportunity to share our proven approach, expertise, unmatched resources, and experience with the Commonwealth of Pennsylvania.

Cushman & Wakefield of Pennsylvania, Inc. understands that the Commonwealth of Pennsylvania’s objectives are to partner with a real estate services firm to provide transaction management and brokerage service to the Commonwealth of Pennsylvania. Required services include:

Acquisition Services (purchase, lease, built–to–suit)

Agency Leasing (acquisition, market analysis, lease renewals, lease extensions)

Disposition Services (leasing and subletting of excess space, sale of surplus facilities, lease termination/buyout)

Cushman & Wakefield of Pennsylvania, Inc. (C&W) will provide quality transaction management and brokerage services to the Commonwealth of Pennsylvania. C&W clients benefit from the diverse expertise of real estate service professionals organized into four core service lines. These core capabilities, delivered through a global service organization, enable us to offer a complete range of seamless services designed specifically to suit clients’ unique needs and requirements. Therefore, we manage an entire spectrum of services as integrated strategic resources. Our service lines include:

Brokerage Services (landlord and tenant representation)

Capital Markets (advisory services, agency executions, investment management)

Global Consulting (business consulting, real estate consulting, specialty practice groups)

Client Solutions (corporate occupier services, ownership/investor services)

Additional information on these service lines can be found in section II–4 of this proposal.

Together with the talent and commitment of our team, our competitive advantages make the Cushman & Wakefield of Pennsylvania, Inc. the optimal partner for the Commonwealth of Pennsylvania.


I I –2 . OFFEROR Q U A L I F I C A T I O N S


I I –2 . OFFEROR QUALIFICATIONS.

A. PROVIDE A LIST OF SPECIFIC AND RELEVANT PROJECTS SUCCESSFULLY COMPLETED BY YOUR FIRM(S). DESCRIBE THE SERVICES PROVIDED AND SIZE OF EACH PROJECT. PROVIDE THE CLIENT’S NAME, CONTACT PERSON, TELEPHONE NUMBER AND ADDRESS FOR EACH PROJECT.

RELEVANT PROJECTS

ASSIGNMENT PROJECT TYPE SIZE CLIENT One Liberty Place Agency Leasing 1,200,000 SF Raymond Gardner

Sunbelt Management Company 220 Congress Park Drive Suite 220 Delray Beach, FL 33445 (561) 265–1300

Bell Atlantic Tower Agency Leasing 1,028,168 SF Robert Haines Verizon Properties Bell Atlantic Tower 1717 Arch Street – 22nd Floor Philadelphia, PA 19103 (215) 466–4767

GSA Tenant Representation Multiple assignments in Pennsylvania, New Jersey, and Delaware

Dan Langen 20 N. 8th Street – 10 Floor Philadelphia, PA 19107 (215) 446–4690


B. PROVIDE A DESCRIPTION OF THE NUMBER OF YEARS YOUR FIRM(S) HAS BEEN IN BUSINESS PROVIDING REAL ESTATE BROKERAGE SERVICES AND HOW LONG THE CURRENT MANAGEMENT AND STRUCTURE HAS BEEN IN PLACE. IF PROPOSING A JOINT VENTURE OR SUBCONTRACT ARRANGEMENT, LIST PROJECTS COMPLETED TOGETHER IN SIMILAR JOINT VENTURE OR SUBCONTRACT ARRANGEMENTS. INDICATE WORK PREVIOUSLY DONE BY INDIVIDUALS WHO WILL BE ASSOCIATED WITH THIS PROPOSAL.

Cushman & Wakefield of Pennsylvania, Inc. has provided real estate services for over 35 years. We are a branch of Cushman & Wakefield, Inc. which has provided real estate services internationally for 90 years. Cushman & Wakefield of Pennsylvania, Inc. has two offices in Pennsylvania, one in Center City Philadelphia and another in Conshohocken, PA. We will subcontract work to our Concordis partner, Key Commercial Real Estate Advisors (d.b.a. Concordis Key Advisors) for this project. Concordis Key Advisors has provided real estate services for over 4 years. Concordis Key Advisors is a part of Concordis Real Estate, Inc., the first and largest national commercial real estate services company wholly owned and operated by minority and women owned business enterprises (MBE/WBE). Concordis Real Estate, Inc. is certified by the National Minority Supplier Development Council (NMSDC). Additionally, we have an Alliance Partner, Grant Street Associates, Inc. in Pittsburgh, PA. Grant Street Associates, Inc. is a member of the Cushman & Wakefield Alliance, and has provided real estate services for over 14 years.

The current management of Cushman & Wakefield of Pennsylvania, Inc. lead by John P. Derham has contributed to the management and real estate structure since 1995. Concordis Key Advisors was founded by Brian K. Edmonds as Key Commercial Real Estate Advisors and he has managed the business with his partners since 2003. Grant Street Associates, Inc. was founded by Timothy R. Goetz and has managed the business with other key partners since 1993.

Cushman & Wakefield of Pennsylvania, Inc. will provide transaction management and brokerage services for this assignment. We have a good relationship with Concordis Key Advisors. In our young relationship to date, we have bid on and been awarded a contract by the School District of Philadelphia for Disposition Services. As of this date, we have not conducted any assignments. Also, Cushman & Wakefield of Pennsylvania, Inc. and Concordis Key Advisors have completed 6+ appraisals of real estate for Hershey Food Corporation.

Note: d.b.a. = doing business as


I I – 3 . P E R S O N N E L Q U A L I F I C A T I O N S


I I –3 . PERSONNEL QUALIFICATIONS.

INCLUDE THE NUMBER OF EXECUTIVE, MANAGEMENT, PROFESSIONAL, AND STAFF PERSONNEL WHO WILL BE ENGAGED IN THE WORK. SHOW WHERE THESE PERSONNEL WILL BE PHYSICALLY LOCATED DURING THE TIME THEY ARE ENGAGED IN THE PROJECT. FOR KEY PERSONNEL, INCLUDE THE EMPLOYEE’S NAME AND, THROUGH A RESUME OR SIMILAR DOCUMENT, THE PROJECT PERSONNEL’S EDUCATION AND EXPERIENCE IN REAL ESTATE BROKERAGE SERVICES. INDICATE THE RESPONSIBILITIES EACH INDIVIDUAL WILL HAVE IN THIS PROJECT AND HOW LONG EACH HAS BEEN WITH YOUR COMPANY. IDENTIFY BY NAME ANY SUBCONTRACTORS YOU INTEND TO USE AND THE SERVICES THEY WILL PERFORM.

In our experience, a C&W team with clearly defined roles and responsibilities simply operates more efficiently. The key staff discussed in this section is additionally supported by an experienced support staff and a compliment of specialized professionals. The 40+ professionals included in the organization chart in this section may be engaged at various times according to the needs of each assignment. John P. Derham will act as the Project Director and Single Point–of–Contact, drawing on other professionals on an as-needed basis.

Our personnel will be physically located in our Pennsylvania offices. Cushman & Wakefield of Pennsylvania, Inc. has two branch offices in Pennsylvania (Philadelphia and Conshohocken) and one alliance office in Pittsburgh (Grant Street Associates – C&W Alliance). Concordis Key Advisors has one office located in Philadelphia, Pennsylvania. A map indicating the location of these offices follows.


PERSONNEL LOCATION MAP

KEY

Cushman & Wakefield of Pennsylvania, Inc./Cushman & Wakefield Alliance

Concordis Key Advisors


The following organization chart includes the executive, management, professional, and staff personnel who will be engaged in this project:

ORGANIZATION CHART

John P. DerhamSenior Managing Director/Branch Manager

SINGLE POINT–OF–CONTACT

John BerenatoDirector

Jason BernardiAssociate

Paul G. GarveySenior Director

William J. HirschfeldSenior Director

Roger T. McManimonDirector

Jack MeyersAssociate

Kirk K. MillerSenior Director

Sun F. ParkAssociate

Gilbert C. Pierce, Jr.Senior Director

Jason TuckerAssociate

SUBURBAN PHILADELPHIA

Jeffrey W. BarkerSenior Director

Gina BrennanClient Coordinator

William J. CusickAssociate

Kimberly A. FinnertyAssociate Director

Sean K. O’ReillyDirector

John ShellySenior Director

COMMERCIAL BROKERAGE INDUSTRIAL BROKERAGE

Marie ConnellDirector

Nate DemetskyDirector

Marybeth FarrisFinancial Analyst

Tamara HimsworthSenior Brokerage Coordinator

Karen ImanSenior Director

J. Francis MahoneyDirector

Larry MaisterSenior Director

Paul TorosianExecutive Director

Monica WilliamsClient Coordinator


Leah BalernoClient Coordinator

Gerard J. Blinebury, Jr.Associate Director

Stephen A. CooperSenior Director

Peter M. GreenhalghDirector

Jeffrey L. WilliamsAssociate Director

CAPITAL MARKETS

Jerome E. KranzelSenior Director

John PlowerClient Coordinator

James J. SheehanSenior Director

James P. Vesey, CPASenior Director

Eileen WilliamsClient Coordinator

RESEARCH CONSULTING

Dawn BirdResearch Associate

Andrew LivermanResearch Associate

Lawrence SteinerResearch Associate

Karen N. MorrisonMarketing Associate

U.S. MARKETING

CONCORDIS KEY ADVISORS

Brian K. EdmondsManaging Principal

Jonathan W. MitchellPrincipal

Mark B. TuckerExecutive Director

Dominique C. SmithAssistant Director

GRANT STREET ASSOCIATES

Timothy GoetzPrincipal

Robert N. GeigerExecutive Vice President

Gary R. RobersonManager




































CAPITAL MARKETS






RESEARCH CONSULTING





U.S. MARKETING



























COMMERCIAL BROKERAGE




















































INDUSTRIAL BROKERAGE
































CAPITAL MARKETS






CAPITAL MARKETS






CAPITAL MARKETS






RESEARCH CONSULTING





U.S. MARKETING

RESEARCH CONSULTING





U.S. MARKETING

RESEARCH CONSULTING





U.S. MARKETING
























Roles and responsibilities that each key team member will assume in regard to the Commonwealth of Pennsylvania’s requirement are detailed in the following table.


ROLES & RESPONSIBILITIES (KEY TEAM MEMBERS)

ROLE TEAM MEMBER RESPONSIBILITIES Project Directors Single Point–of–Contact

John P. Derham Senior Managing Director 12–years with C&W

Directs marketing and leasing strategy and negotiations; procures new tenants on a direct basis for available space; establish ongoing relations with existing tenants; oversees all management efforts.

Brokerage Support / Analysis Transaction Services

Jeffrey W. Barker Senior Director 28–years with C&W Stephen A. Cooper Senior Director 19–years with C&W Paul G. Garvey Senior Director 11–years with C&W Gilbert C. Pierce, Jr. Senior Director 16–years with C&W John Shelly Senior Director 4–years with C&W

Brian K. Edmonds Principal Concordis Key Advisors 4–years with Concordis Jonathan W. Mitchell Principal Concordis Key Advisors 4–years with Concordis Mark B. Tucker Executive Director Concordis Real Estate 4–years with Concordis NOTE: Concordis Key Advisors is Key Commercial Real Estate Advisors

Assists in developing marketing and leasing strategy; provides analysis of competitive transactions; evaluates offers and counteroffers; provides financial analysis of potential transaction terms; provides coordination with management team. Provide expert knowledge of local real estate and host tours for prospective purchasers.

Capital Markets Jerome E. Kranzel Senior Director 3–years with C&W James J. Sheehan Senior Director 3–years with C&W Capital Markets Group

Highest and best use analysis, review existing third party reports, conduct market analysis, evaluate future upside potential, establish pricing recommendations.

Research Andrew Liverman Research Associate 2–years with C&W Research Services Group

Provides proprietary market data. Market analysis of competitive sites and regional area.

Marketing Karen N. Morrison Marketing Associate 3–years with C&W U.S. Marketing – Transaction Services

Develops marketing plan and coordinates asset repositioning and marketing deliverables.


JOHN P. DERHAM SENIOR MANAGING DIRECTOR | BRANCH MANAGER – MID-ATLANTIC REGION

John P. Derham is Senior Managing Director and Branch Manager of C&W’s Mid-Atlantic Region. Mr. Derham is located in the Philadelphia office of C&W and has overall responsibility for services provided to clients in the Philadelphia CBD, suburban Philadelphia, Southern New Jersey and Delaware markets. Mr. Derham’s client relationships include Sunbelt, Drinker Biddle & Reath, Blank Rome Comisky & McCauley, Towers Perrin and Verizon.

Mr. Derham joined C&W in 1995 with over 15 years of experience in commercial real estate. Having started a career with a national real estate development company in accounting and finance, he progressed through all aspects of commercial real estate and developed and leased over 5 million sf of commercial and industrial properties. During his tenure with C&W, Mr. Derham has been very active in the management and leasing sectors of the Mid-Atlantic region. Some of his most notable accomplishments in Philadelphia, for example, includes leading the leasing and management team for the repositioning of One Logan Square, a 584,500 sf, Class A office high-rise, directing the property and project management activities for 1650 Arch Street, bringing tenant and client satisfaction survey results to record levels in the Philadelphia region. Most recently, Mr. Derham spearheaded the due diligence efforts for the acquisition of One Liberty Place, a 1.2 million sf Trophy Class office and retail high-rise for a national C&W client.

Mr. Derham earned a Bachelor of Science degree in Finance and Business Administration from Cabrini College. He is a member of NAIOP, ULI, and TriState Commercial Alliance. Active in the civic arena, Mr. Derham is President for Tri-State Commercial Alliance, a member of the Board of Directors of the Pennsylvania Association of Realtors, Board Member of the Central Philadelphia Development Corporation, an active member, board member and president of the Penn Wynn Overbrook Hills Fire Company, board member of the Lower Merion Township Fire Committee.

DATE TITLE PROJECT/ASSIGNMENT 2001 - present Senior Managing Director/

Branch Manager Responsibility for services provided to clients in the Philadelphia CBD, suburban Philadelphia, Southern New Jersey and Delaware markets.

1995 - 2000 Managing Director – Asset Services Responsible for delivery to clients of Property Management, Project Management and Facilities Management services through the Northeast section of the country. Projects include: One Liberty Place – Philadelphia, PA; City Center – Wilmington, DE; Discovery Communications – Silver Springs, MD; One Logan Square –


Philadelphia, PA; Centre Square – Philadelphia, PA; Bell Atlantic Tower – Philadelphia, PA; Xerox Document University – Leesburg, VA; and Philadelphia Naval Business Center – Philadelphia, PA.

1992 - 1995 Vice President – Jones Lang Wooten Realty Advisors

Asset Manager – 1900 Market Street- Philadelphia, PA (Stock Exchange Building)

1981 - 1992 Partner – Rouse & Associates/ Liberty Property Trust

Development Partner for various projects throughout the Tri-State area (PA, NJ, DE)


JEFFREY W. BARKER SENIOR DIRECTOR | BROKERAGE SERVICES GROUP

Since joining Cushman & Wakefield in 1979, Jeffrey W. Barker has been responsible for commercial office leasing and land sales in the suburban Philadelphia marketplace. He has developed extensive experience in both exclusive tenant and agency representation, including involvement in several of the largest exclusive tenant representation and land acquisition assignments completed in the Philadelphia area. He has been responsible for leasing and sales in the Delaware Valley in excess of 5,000,000 square feet since 1995.

Some of the major transactions in which he has been involved include the sale of a 1,200,000 headquarters and centralized research facility on 300 acres for Aventis Pharmaceuticals; 260,000 square foot lease to The Hartford Fire Insurance Company on behalf of Argent Ventures, a 112,000 square foot lease to Astra-Merck on behalf of a major Pennsylvania based Pension Fund, 250,000 square feet of leases for various General Motors Corporation subsidiaries; 240,000 square feet of leases and 170,000 square feet of sales for The Manufacturers Life Insurance Company of Canada; 80,000 square feet of leases and a 311 acre land sale for Pfizer, Inc.; 225,000 square feet of leases and an 160 acre land sale to Sterling Drug, Inc., for a 1 million square foot centralized research center; and numerous other assignments for clients such as Ceridian Corporation, Procter & Gamble, and Hewlett-Packard Company.

Mr. Barker earned a Bachelor of Science degree in Marketing from St. Joseph's University in 1979 and has completed numerous courses at the Wharton School of Real Estate, Temple University School of Real Estate, as well as CCIM Fundamentals of Real Estate Investment and Taxation.

Mr. Barker has been honored as the Top Broker (2000) and Top Commercial Broker (1997, 1999, 2000, 2002) in the Philadelphia office as well as the Top 100 Nationally (1989, 1990, 1995, 1999, 2000).

In addition to involvement in the Pennsylvania and Philadelphia Board of Realtors, he has served on the Planned Giving Committee of St. Joseph's Preparatory School, is a former volunteer at The Children's Hospital of Philadelphia, and former Secretary for the Board of Education of St. Margaret's School, as well as the athletic director for the St. Margaret Youth Ministry CYO.


STEPHEN A. COOPER SENIOR DIRECTOR| GSCS EXECUTIVE COMMITTEE

Stephen A. Cooper is a Senior Director with Cushman & Wakefield with over 25 years of experience in commercial real estate. Mr. Cooper is responsible for corporate accounts, consulting and advisory services, land and building acquisitions and dispositions. Over the last five years, he has completed more than $250 million in value of transactions. Prior to joining C&W in 1988, Mr. Cooper was associated with the Tucker Realty Corporation, a commercial real estate brokerage firm located in Philadelphia, Pennsylvania.

Mr. Cooper has been the leading industrial producer in the Pennsylvania office since 1988. He has been the Top Industrial Producer in 1993, 1994, 1997-1999, 2000, 2002, 2004 and 2005. Additionally, he was the Top Producer in the entire office in 1994.

Mr. Cooper is part of the C&W Global Supply Chain Solutions Group, a Comprehensive Supply Chain Solution Practice.

Significant, completed Landlord and Tenant representation projects Mr. Cooper has been involved with recently include:

CLIENT PROPERTY SF EXPERIENCE

Arnold Logistics Harrisburg, PA 2,125,000 Disposition Procter & Gamble Mahoopany, PA 1,696,000 Tenant Representation / Build-to-Suit

Georgia Pacific Quakertown, PA 936,000 Tenant Representation / Landlord Representation Unisource Worldwide Harrisburg, PA 500,000 Tenant Representation Western Devcon Harrisburg, PA 500,000 Acquisition Sears Logistics Highridge Business Park, PA 455,000 Tenant Representation Opus East, LLC Lehigh Valley, PA 410,000 Agency Leasing Weaver Road Association Denver, PA 211,000 Landlord Representation

Client relationships include: ProLogis, AMB, First Industrial, Higgins Development, Cattellus Development, Opus East L.L.C., Procter & Gamble, International Paper Company, Equilibrium Equities Inc., Amp Inc., J.H. Harland Inc., Federal Express,


Crown Cork & Seal, MetLife, Lucent Technologies, AT&T, QVC, Sears, Sears Logistic Services, Bethlehem Steel, AmeriSource, Henry Schein, Verizon, Valspar, and Keebler.

Mr. Cooper is a graduate of the Pennsylvania State University with a Bachelor of Business Administration, along with a double major in Finance and Accounting. He is a member of the Tri-State Commercial and Industrial Association of Realtors, Lehigh Valley Economic Development Association, Scranton Plan, Harrisburg Regional Chamber, and Hazelton EDC.


PAUL G. GARVEY SENIOR DIRECTOR | BROKERAGE SERVICES GROUP

Paul Garvey is a Senior Director with the Brokerage Services Group and has over 19 years of commercial real estate experience primarily in Pennsylvania, Southern New Jersey and Delaware. Mr. Garvey has a background in management and finance. Mr. Garvey’s business strengths include strategic planning, cost analysis in construction and leasing, lease negotiation, transaction structuring, problem solving and the creation of value in transactions. His background includes, tenant representation, project leasing, building management, real estate consulting, valuation, investment sales, transaction management and build-to-suit transactions.

Mr. Garvey has an in-depth knowledge of the market place and has structured leases for over 5 million square feet throughout the region.

Mr. Garvey majored in Finance and Management and holds a Bachelor of Science degree from the Wharton School at the University of Pennsylvania.

He is currently serves on the Board of Directors and is active in of numerous not for profit organizations including the Tri-State Realtors Commercial Alliance, the Pennsylvania Association of Realtors, 7x24, and the Boy Scouts of America. Mr. Garvey lectures on real estate topics for organizations such as Philadelphia Chapter 7x24, the Counselors of Real Estate, the Pennsylvania Bar Association and Continuing Professional Education.

TENANT SQUARE FOOTAGE

Independence Blue Cross 185,000

United States Postal Service 400,000

Children’s Hospital of Philadelphia 175,000

University of Pennsylvania 150,000

Arkema 260,000


GILBERT C. PIERCE SENIOR DIRECTOR | BROKEAGE SERVICES GROUP

Gilbert C. Pierce joined Cushman & Wakefield in 1981 as a Senior Director in the Commercial Brokerage Group. A significant part of Mr. Pierce’s responsibilities include owner representation for buildings such as 1818 Market Street, 2000 Market Street, the Public Ledger Building, Penn Mutual Towers, 1845 Walnut Street, and Bell Atlantic Tower to mention a few of the agency assignments which totaled in excess of five million square feet. Mr. Pierce, over the past five years, has been involved in leasing transactions and sales totaling over $400 million.

Client relationships on the landlord representation side include Merrill Lynch, The Penn Mutual Life Insurance Company, The Buncher Company, Mass Mutual Life and Frankel Enterprises. Landlord buildings were 98% or better when sold. Client relationships, from a tenant representation side, include Urban Engineers, ARAMARK, The Penn Mutual Life Insurance Company, PricewaterhouseCoopers, Lincoln Financial Group, Conseco Direct and UBS.

Mr. Pierce earned his Bachelor of Science degree in Management from Temple University and holds his CPM and SIOR designations.

Mr. Pierce was awarded the C&W’s Top National Producer award each year from 1983 through 1988, as well as in 1990 and 1991. Recently awarded Deal of the Year for 2004 in the Philadelphia branch office. He has attended the National Achievement Conference 14 times. He was the C&W Philadelphia branch office top producer in 1987 and 1988.

Mr. Pierce is a Board Director for Woodlynde School in Stratford, Pennsylvania and has worked with the Liver Foundation as a real estate consultant. Mr Pierce is also a member of the Philadelphia Art Museum and the Union League of Philadelphia.


JOHN C. SHELLY SENIOR DIRECTOR | TRANSACTION SERVICES

John C. Shelly, Senior Director at Cushman & Wakefield, Inc. specializes in the transaction management of office properties in the Metropolitan Philadelphia office market. Mr. Shelly’s primary role is to provide advisory services and execute transactions on behalf of corporate users, institutional owners and private developers.

Mr. Shelly has provided a wide range of Real Estate Services and developed long term relationships with major institutional owners and corporate entities throughout his career including Multi-Employer Property Trust, KBS Realty Advisors, BPG Properties, State Farm Insurance, SCA North America and the Berwind Corporation. Some of the assignments that Mr. Shelly has transacted include the following:

COMPANY BUILDING SF ASSIGNMENT

State Farm 2 Braxton Way 60,000 Tenant Rep SCA North America Cira Centre 74,000 Tenant Rep Motorola 5 Walnut Grove 75,000 Tenant Rep Tyco Electronics 1050 Westlakes 80,000 Tenant Rep Micron Technologies 333 Phoenixville Pike 84,000 Tenant Rep NLdH 518 Township Line Road 42,450 Tenant Rep Tegrant Diversified Brands 161 Corporate Drive 72,000 Tenant Rep Freedom Credit Union 626 Jacksonville Road 25,000 Tenant Rep Centocor 200 Tournament Drive 90,845 Project Leasing Cephalon 41 Moores Road 192,780 Project Leasing Chrysler Financial 1100 Manor Drive 70,000 Project Leasing


11 Weldon Drive 17,000 Sale (Current Assignment) 611 W. Dutton Mill Road 17,000 Sale 2291 Cabot Boulevard 11,000 Sale

State Farm Insurance

248 Brodhead Road 14,000 Sale

Visteon Corporation 2750 Morris Road 705,000 Sale/Lease Back

Mr. Shelly is a graduate of Denison University with a Bachelor of Arts in English and History and a Licensed Real Estate Salesperson in Pennsylvania.


BRIAN K. EDMONDS MANAGING PRINCIPAL | KEY COMMERCIAL REAL ESTATE ADVISORS (CONCORDIS KEY ADVISORS)

Brian has been employed in the commercial real estate profession over the last twenty-two (22) years as both a Corporate Real Estate Director and Commercial Office Broker/Advisor. Brian received his Bachelor of Science Degree in Facilities Planning from Penn State University.

Prior to co-founding Key Commercial Real Estate Advisors in 2003, he practiced his profession as Managing Director at Julien J. Studley, Inc, a nationally recognized commercial real estate advisory firm focused on Tenant Representation. Between 1985 and 1998, he gained extensive commercial real estate and corporate facilities experience with Reliance Insurance Company, where he was responsible for site selection, lease negotiations and office planning for all field office locations (totaling more than 2 million square feet). In his most recent position at Reliance, Manager of Real Estate and Facilities, Brian oversaw the facilities planning and implementation for the company’s headquarters building relocation (more than 500,000 square feet and 1,200 employees).

Brian is a seasoned contract negotiator, having transacted a large number of leases on behalf of clients over the years. He is skilled in the site selection process, project budgeting, and also possesses some diverse skills as an administrator given the years spent serving as a departmental manager at Reliance.


JONATHAN W. MITCHELL MANAGING PRINCIPAL | KEY COMMERCIAL REAL ESTATE ADVISORS (CONCORDIS KEY ADVISORS)

Jonathan Mitchell has over twelve (12) years experience in the commercial real estate industry, focusing primarily in Tenant Representation and specializing in market expertise and financial analysis. Jonathan received his Bachelor of Science Degree – Marketing from Hampton University, and Post Graduate Courses at Old Dominion University.

Prior to co-founding Key Commercial Real Estate Advisors in 2003, he served as Associate Director for Julien J. Studley, Inc., a nationally recognized commercial real estate advisory firm with a specific focus on Tenant Representation.

Throughout his real estate career, Jonathan has participated in well over one hundred (100) lease transactions, totaling in excess of one million (1,000,000) square feet. It has been through this transaction experience that Jonathan has developed his market expertise, particularly in the Philadelphia CBD and the Suburban office markets. In addition, in functioning of the lead financial analyst in many transactions over the years, Jonathan has developed customized financial models that have been the catalyst in creating solutions in challenging commercial real estate transactions.

Jonathan is experienced at managing complex and highly technical projects and is committed to reaching outcomes that respond directly to the needs of each individual client he serves.


MARK B. TUCKER EXECUTIVE DIRECTOR | CONCORDIS REAL ESTATE/KEY COMMERCIAL REAL ESTATE ADVISORS (CONCORDIS KEY ADVISORS)

Mark Tucker has over twenty (20) years of business experience focusing primarily in the area of sales and marketing management. In addition to planning and implementing business development strategies, Mark’s particular interest has also revolved around gauging and monitoring client satisfaction. Mark has 2 years with a specific focus on real estate, and received his Bachelor of Science Degree in Accounting at Widener University. Mark has completed numerous sales and leadership seminars.

Prior to joining Concordis Real Estate in 2005, Mark served as the Executive Vice President at A. Pomerantz & Company, a regional full service office solutions company based in Philadelphia. During his six (6) years there, Mark was successful in expanding the existing customer base and developing growth opportunities via new initiatives. Mark’s intuitiveness to clients’ needs led to significant growth in market share throughout the region that included clients from a myriad of industries including in banking, education and government.

The experience amassed throughout his career has led to long-term engagements with leading corporate accounts, many which are leaders in their respective industries. By way of example, Mark’s leadership in securing and managing a national service agreement with Comcast Cablevision solidified the status of A. Pomerantz as a preferred vendor. Within two (2) years, the successes forged in the relationship resulted in expanded opportunities with other divisions of Comcast throughout the United States.


JEROME E. KRANZEL SENIOR DIRECTOR | CAPITAL MARKETS

Jerome Kranzel joined Cushman & Wakefield’s Capital Markets Group in Philadelphia in March of 2004. As a Senior Director, Mr. Kranzel’s responsibilities include origination, structuring and placement of real estate transactions involving equity and debt financing for office, industrial, and retail properties as well as providing advisory and valuation services for commercial clients. Transactions completed on behalf of third party clients since joining Cushman & Wakefield total approximately $1.5 billion.

Prior to joining Cushman & Wakefield, Mr. Kranzel was a member of the Investment Properties Group of CB Richard Ellis in Philadelphia where he was responsible for the origination and sale of investment properties and development sites for investment properties. While with CB Richard Ellis and its precedent companies Insignia/ESG and Jackson Cross/ONCOR International since 1993, Mr. Kranzel was consistently one of the highest producers. Mr. Kranzel received numerous awards including largest transaction in 1996 and 2000.

Client relationships include: Brandywine Realty Trust, Children’s Hospital of Philadelphia, Liberty Property Trust, Lubert-Adler, PNC Bank, The Rubenstein Company, Tenet HealthSystem, Wachovia Bank, First Industrial, DRA Advisors, The Trump Organization, The Buccini Pollin Group, Berwind Property Group, and Pitcairn Properties.

Mr. Kranzel attended the University of Pennsylvania. He is a member of the Tri-State Commercial Association of Realtors and is on the Board of Directors of the Philadelphia Council for Community Advancement.


JAMES J. SHEEHAN SENIOR DIRECTOR | CAPITAL MARKETS GROUP

James Sheehan joined Cushman & Wakefield’s Capital Markets Group in Philadelphia in March of 2004. As a Senior Director, Mr. Sheehan’s responsibilities include origination, structuring and placement of real estate transactions involving equity and debt financing for office, industrial, and retail properties as well as providing advisory and valuation services for commercial clients. Transactions completed on behalf of third party clients over the past nine years exceeds $2.0 billion.

Prior to joining C&W, Mr. Sheehan was a member of the Investment Properties Group of CB Richard Ellis in Philadelphia where he was responsible for the origination and sale of investment properties and development sites for investment properties. While with CB Richard Ellis and its precedent companies Insignia/ESG and Jackson Cross/ONCOR International since 1995, Mr. Sheehan was consistently one of the highest producers. Mr. Sheehan received the Capital Advisors – Top Producer award in 2002, 2000, 1999 and 1997. In 2000 Mr. Sheehan was the recipient of the national Insignia/ESG award for “Capital Advisors Transaction of the Year”.

Previously, Mr. Sheehan was a principal in THE SOURCE, where he sold, financed and appraised investment real estate throughout the Greater Philadelphia marketplace. He was Vice President with Meritor Mortgage Corporation in Philadelphia, PA from 1983 through 1986 and was a Regional Director with Heritage Mortgage Finance Corporation in Haddonfield, NJ from 1979 through 1983. Mr. Sheehan’s mortgage company responsibilities included generating, processing and placing mortgages nationally on income producing properties, establishing and overseeing a network of branch offices, and negotiating special mortgage commitments with large institutional lenders.

Client relationships include: AIMCO, Berwind Property Group, Brandywine Realty Trust, The Buccini-Pollin Group, Children’s Hospital of Philadelphia, DRA Advisors, First Industrial, GE, Henderson Properties, Home Properties, Leggat McCall Properties, Liberty Property Trust, Lubert-Adler Funds, Mack-Cali Realty Trust, Matrix Development, O’Neill Properties, Praedium Group, Preferred Real Estate Investors, Reed Elsevier, Tarragon Realty, Toll Brothers, The Trump Organization, Wachovia Bank and Witkoff Group.


ANDREW C. LIVERMAN RESEARCH ASSOCIATE | RESEARCH CONSULTING SERVICES

Andrew C. Liverman, Research Associate at Cushman & Wakefield is responsible for all aspects of market research in the Greater Philadelphia Region which includes Eastern Pennsylvania, Southern New Jersey, and Northern Delaware.

Mr. Liverman’s primary responsibilities include directing Cushman & Wakefield’s research activities in the Philadelphia region; tracking local real estate markets; gathering and maintaining a variety of economic and real estate metrics for the area; conducting primary and secondary research on real estate related activities and transactions; and, the creation of real estate research products and services for internal and external clients, including quarterly and year-end reports such as the award winning MarketBeat series. He also helps to oversee C&W’s proprietary database SiteSolutions.

Prior to joining C&W, Mr. Liverman served as a Development Associate at Lakritz Adler Development, a leading real estate development firm in Washington D.C., analyzing and implementing property assemblages and development projects in the urban D.C. market. Mr. Liverman also served as an Analyst at William Sword & Company, a boutique investment bank in Princeton NJ, reviewing specific industries and companies in the media, business information, chemical and food sectors.

Mr. Liverman received his Bachelor of Arts degree from Yale University, majoring in History. He is a member of the Philadelphia chapter of the Urban Land Institute, and the research network group covering the Philadelphia Central City District and other regional markets.


KAREN N. MORRISON MARKETING ASSOCIATE | U.S. MARKETING

Karen N. Morrison joined Cushman & Wakefield in 2004 after eight years in the technology sector. Ms. Morrison is a Marketing Associate with Cushman & Wakefield’s U.S. Marketing group for the Mid-Atlantic Region, focusing on Pennsylvania, Delaware, and Southern New Jersey. She is responsible for business development, product marketing, and providing marketing support to C&W’s internal and external clients. Ms. Morrison provides all aspects of marketing services including the design, production, and distribution of marketing materials, surveys, tour creation, proposal and presentations, brochures, flyers, and reporting for agencies and tenant representation.

Prior to joining C&W, Ms. Morrison served as an Account Manager at Thomson, a global provider of integrated information-based technology solutions where she provided cost-effective solutions and customized information technology systems to clients around the world. As a member of the Contract Research team she worked closely with the programmers and developers on design, development, and implementation of solutions for clients across all markets. In addition to sales, Ms. Morrison lectured and trained clients and personnel in North, Central, South America, the United Kingdom and Spain.

Ms. Morrison earned her Bachelor of Science degree in English Writing from Slippery Rock University of Pennsylvania in 1996. She was a 4-term elected board member of the Council on Community Concern (CCC). As a member of CCC, Ms. Morrison served as an liaison and Volunteer Coordinator for the Wintershelter program for homeless men. Ms. Morrison is a licensed Real Estate Salesperson in Pennsylvania.


I I – 4 . A V A I L A B L E R E S O U R C E S


I I –4 . AVAILABLE RESOURCES.

PROVIDE INFORMATION SHOWING RESOURCES AND SUPPORT YOU WILL BRING TO THE PROJECT, INCLUDING THE SIZE OF FIRM(S) WITH A BREAKDOWN OF EMPLOYEES BY DISCIPLINE. INDICATE OFFICE LOCATION(S) AND RESOURCES AVAILABLE. LIST THE OTHER PROJECTS CURRENTLY BEING PERFORMED BY YOUR FIRM(S) TO DEMONSTRATE THAT SUFFICIENT MANPOWER AND OFFICE WILL BE AVAILABLE FOR THIS PROJECT.

C&W clients benefit from the diverse expertise of real estate service professionals organized into four core service lines. These core capabilities, delivered through a global service organization, enable C&W to offer a complete range of seamless services designed specifically to suit clients’ unique needs and requirements. Thus, C&W manages its entire spectrum of services as integrated strategic resources. The following is an overview of the C&W service lines.

BROKERAGE SERVICES


BROKERAGE SERVICES Office brokerage professionals

⎯ Analyze client business objectives

⎯ Develop advantageous transactional strategies

⎯ Negotiate from a position of thorough market knowledge and insight

⎯ Optimize transactions

⎯ Specialize in developing unique, executable approaches to complex requirements

Industrial brokerage professionals ⎯ Enhance clients’ operating and productivity performance to maximize business value

⎯ Oversee and direct facility and site acquisition and disposition, build-to-suit planning, leasing, management, and marketing

⎯ Have expertise in manufacturing plants, distribution/warehouses, specialized and high-tech laboratories, R&D facilities, and all other industrial property types

Retail brokerage specialists ⎯ Access strong relationships with landlords and apply invaluable domestic and global retail experience

⎯ Use demographic analysis and market information to assist clients achieve long-term success

⎯ Conduct strategic planning, site selection and acquisition, site disposition, risk management, logistics/distribution and portfolio administration

Benefits include: ⎯ Maximum value

⎯ Best price

⎯ Support for making the best real estate decision

⎯ Alignment of real estate with business objectives

⎯ Value protection of the client’s investment

⎯ Safeguard for the client's interests


CAPITAL MARKETS

ADVISORY SERVICES Analytics

⎯ Decision-making modeling

⎯ Real estate market conditions evaluation

⎯ Market performance forecasting

⎯ Risk and opportunity assessment


Securities Research ⎯ Customized, in-depth analysis of real estate related securities

⎯ Valuation of securities

⎯ Discounted cash flow analysis

⎯ Estimation of net asset value (NAV)

⎯ Dividend discount modeling Valuation Services

⎯ Appraisals

⎯ Highest and best use analyses

⎯ Dispute analysis and litigation support

⎯ Property tax consulting

AGENCY EXECUTIONS Investment Sales

⎯ Acquisition/disposition of investment grade:

⎯ Office

⎯ Industrial

⎯ Retail

⎯ Multi-family

⎯ Hotel and resort properties

⎯ Specialty properties including golf course, educational, and medical/hospital

Investment Banking/Corporate Finance ⎯ Debt and equity financing

⎯ M&A advisory

⎯ REIT advisory

⎯ Private debt and equity placements


INVESTMENT MANAGEMENT Investment Management

⎯ Services to clients seeking to invest in real estate.

Investing alternatives ranging from separate accounts to discretionary funds ⎯ Direct property investments

⎯ Indirect products such as REITs, limited partnerships, and joint ventures.

C&W employs real-time market knowledge to achieve risk-weighted returns for our clients

CLIENT SOLUTIONS


CORPORATE OCCUPIER SERVICES Strategic Account Management

⎯ Single point of responsibility

⎯ Strategic planning and implementation

⎯ Relationship/transaction management

⎯ Client business review

⎯ Cost optimization

⎯ Quality control and performance measurement

⎯ Technology/reporting

Transaction Management ⎯ Acquisitions

⎯ Dispositions

Facilities Management ⎯ Building operations

⎯ Financial management

⎯ Tenant/occupant relations

⎯ Procurement strategies

⎯ Web-based accounting

⎯ Policies and procedures

⎯ Quality assurance program

Project/Program Management ⎯ Program management

⎯ Build-to-suit management

⎯ Tenant improvement management and transaction consultation

⎯ Strategic planning and workplace re-engineering consulting

⎯ Relocation management


Lease Administration ⎯ A/R processing, collections, and subtenant management

⎯ Benchmarking reports

⎯ Bill payment presentment and reconciliations

⎯ Lease reviews &Cost savings initiatives

⎯ Critical date and option management

⎯ Estoppel, SNDAs, and Certificates of Insurance processing

⎯ Invoice reviews, reconciliation, and variance analysis

⎯ Resource allocation & optimization

OWNERSHIP/INVESTOR SERVICES Property Management

⎯ Emergency planning

⎯ Property performance

⎯ Benchmarking &Energy management

⎯ Environmental, fire/safety, and regulatory management

⎯ Preventive and recurring maintenance

⎯ Procurement

⎯ Planning, budgeting, and reporting

Agency Leasing ⎯ Property strategy

⎯ Market analysis

⎯ Property positioning

⎯ Capital improvement programs

⎯ Target market outreach programs

⎯ Marketing programs

⎯ Tenant retention lease and rollover structures


⎯ Lease negotiations

Project/Program Management ⎯ Program management

⎯ Build-to-suit management

⎯ Tenant improvement management and transaction consultation

⎯ Strategic planning and workplace re-engineering consultation

⎯ Relocation management

GLOBAL CONSULTING


BUSINESS CONSULTING Global Market Access Solutions (GMAS)

⎯ Executable location strategy and site selection

⎯ Labor sourcing and retention strategies

⎯ Process mapping and best practices gap analysis

⎯ Market access and entry strategies

⎯ Facility and location operating environment threat and risk mitigation strategies

⎯ Footprint optimization and facility rationalization

⎯ Operating footprint diagnostics

⎯ Process architectural design

⎯ Regulatory and tax impact analysis

Global Workplace Portfolio Solutions (GWPS) ⎯ Alignment review and performance management

⎯ Workplace performance evaluation

⎯ Regional consolidation/dispersion plans

⎯ Alternative workplace strategies

⎯ Business process and organizational planning

⎯ HQ rationalization plans

⎯ Location strategies and site selection

⎯ Workplace segmentation and market analysis

⎯ Workplace/operations deployment strategies

⎯ Portfolio strategy framework

Global Supply Chain Solutions ⎯ Supply chain strategy design & best practice assessment

⎯ Network rationalization and optimization

⎯ Business case decision support (stay v. go, consolidation, relocation, etc.)


⎯ Transportation sourcing and cost reduction

⎯ Inventory modeling and optimization

⎯ Location strategies and site selection

⎯ workforce segmentation & targeted recruiting

⎯ Facility design (manufacturing and distribution)

⎯ 3pl strategy and selection

⎯ Operations planning & performance management

⎯ Logistics execution system design & implementation

⎯ Foreign Trade Zone strategy and implementation

REAL ESTATE CONSULTING Transaction Consulting

⎯ Proprietary and customized financial modeling

⎯ Sensitivity analyses of cash flow and GAAP implications of alternatives

⎯ Assessment of accounting impacts (i.e., early lease renewal, subleasing, etc.)

⎯ Lease versus ownership versus carried equity

⎯ Implications of structured financing solutions

⎯ Evaluation of consolidation versus decentralization strategies

⎯ Disposition strategy comparisons (sale, sublease, buy-out, sale-leaseback, etc.)

⎯ Build-to-suit development modeling and analysis

Development Advisory Services ⎯ Highest & best use studies

⎯ Market feasibility

⎯ Development planning

⎯ Entitlements review & strategy

⎯ Brownfields

⎯ Redevelopment, repositioning & re-use strategies


⎯ Tenant feasibility & leasing strategy

⎯ Acquisition/Disposition analysis

⎯ Financial modeling & residual land value analysis Portfolio Consulting

⎯ Transactional account oversight and implementation

⎯ Portfolio review, rationalization & optimization

⎯ Asset monetization & disposition strategies

⎯ Consolidation and decentralization opportunities

⎯ Lease and owned property analysis

⎯ Technology infrastructure review

Specialty Practices ⎯ Aerospace/Defense

⎯ Brownfields

⎯ Consumer Products

⎯ Energy/Natural Resources/Utilities

⎯ Financial Services

⎯ Healthcare/Medical

⎯ Hotel/Hospitality

⎯ Housing

⎯ Life Sciences

⎯ Manufacturing

⎯ Professional Services

⎯ Public Sector/Non Profit/Education

⎯ RetailTechnology/Telecom

⎯ Transportation



PHILADELPHIA CBD – 72 EMPLOYEES Bell Atlantic Tower

1717 Arch Street – 30th Floor

Philadelphia, PA 19103

ORGANIZATION CHART

Shannon L. MellorSenior Branch Coordinator

SENIOR BRANCH COORDINATOR


PHILADELPHIA OPERATIONS

H. Nina ShallcrossAssistant Director/Senior Operations Manager

OPERATIONS MANAGER





Grace MalinderSenior Administrative Assistant




Jane NickelSenior Administrative Assistant



Angela ThayerAdministrative Assistant












John WilsonAssociate Director

RETAIL BROKERAGE

CAPITAL MARKETS




LaToya StromanSenior Administrative Assistant



Valerie FalcoClient Coordinator

Rudyard PorterAssociate Director

Joseph VerdejoSenior Director

Donna FicarraOperations Supervisor(Financial Services)

Kimberly SpenceExecutive Assistant

APARTMENTS GROUP

NATIONAL FINANCIAL SERVICES

VALUATION SERVICES

Gerald B. McNamara, MAIManaging Director

Olivia BaerAdministrative Assistant

Craig BickelSenior Appraiser

Michael Cigna (Pittsburgh)

Senior Appraiser

Dave Curran, MAISenior Appraiser

Erin HannanAppraiser

Teresa Hoberg, MAISenior Appraiser

Colleen M. KudrickAssociate Director

Dennis McGeehanAppraiser

Daniel McNeil, MAISenior Appraiser

Richard B. Owens, Jr.Senior Appraiser

Daniel RudderowSenior Appraiser

Shelley SeymoreMarket Analysis Specialist

Gabriel P. VizzaAppraiser

Arthur P. HallSenior Managing Director

GLOBAL BUSINESS INTEGRATION

CLIENT SOLUTIONS

Missy A. Quinn, RPAAssistant Director/Senior Portfolio Manager

Kara FlanaganAssociate Portfolio Manager

Charles B. PullarSenior Portfolio Manager

Christine YatesAssociate Portfolio Administrator

John DalySenior Group Financial Manager

Mary DagneySenior Client Solutions Coordinator

Meredith DuttonSenior Financial Accountant

Todd FankowskiFinancial Manager

Keanan GrossSenior Financial Accountant

Roberta JohnsonSenior Financial Accountant

Eric ShueSenior Financial Accountant

Gary Merron, CPASenior Managing Director(Financial Management & Reporting)

Patricia LavertyAssistant Director(Major Accounts)

Sylvia RiveraSenior Administrative Assistant

NATIONAL ASSET SERVICES

FINANCIAL ACCOUNTING GROUP

RESEARCH CONSULTING


Dawn ByrdResearch Associate



Christian BlackCommission Accountant II

Donna M. MillerMicrocomputer Support Analyst

COMMISSIONS SYSTEMS

U.S. MARKETING

INFORMATION TECHNOLOGY










OPERATIONS MANAGER


OPERATIONS MANAGER







































RETAIL BROKERAGE












RETAIL BROKERAGE

CAPITAL MARKETS












APARTMENTS GROUP


CAPITAL MARKETS












APARTMENTS GROUP


VALUATION SERVICES





Senior Appraiser













VALUATION SERVICES





Senior Appraiser













CLIENT SOLUTIONS

















CLIENT SOLUTIONS

















RESEARCH CONSULTING







COMMISSIONS SYSTEMS

U.S. MARKETING


RESEARCH CONSULTING







COMMISSIONS SYSTEMS

U.S. MARKETING


C&W RESOURCES

CAPITAL MARKETS

ADVISORY SERVICES

AGENCY EXECUTIONS

INVESTMENT BANKING

BROKERAGE SERVICES

LANDLORD REPRESENTATION

TENANT REPRESENTATION

CLIENT SOLUTIONS

CORPORATE OCCUPIER SERVICES

OWNERSHIP/INVESTOR SERVICES

GLOBAL CONSULTING

BUSINESS CONSULTING

REAL ESTATE CONSULTING

C&W RESOURCES

CAPITAL MARKETS

ADVISORY SERVICES

AGENCY EXECUTIONS

INVESTMENT BANKING

CAPITAL MARKETS

ADVISORY SERVICES

AGENCY EXECUTIONS

INVESTMENT BANKING

BROKERAGE SERVICES



BROKERAGE SERVICES



CLIENT SOLUTIONS



CLIENT SOLUTIONS



GLOBAL CONSULTING

BUSINESS CONSULTING


GLOBAL CONSULTING

BUSINESS CONSULTING




PHILADELPHIA SUBURBAN – 13 EMPLOYEES 8 Tower Bridge

161 Washington Street – Suite 1080

Conshohocken, PA 19428

ORGANIZATION CHART



Nora CabanasSenior Administrative Assistant

Shannon CondranAdministrative Assistant














PHILADELPHIA SUBURBAN OPERATIONS


OPERATIONS MANAGER







































OPERATIONS MANAGER


OPERATIONS MANAGER

C&W RESOURCES

CAPITAL MARKETS

ADVISORY SERVICES

AGENCY EXECUTIONS

INVESTMENT BANKING

BROKERAGE SERVICES



CLIENT SOLUTIONS



GLOBAL CONSULTING

BUSINESS CONSULTING


C&W RESOURCES

CAPITAL MARKETS

ADVISORY SERVICES

AGENCY EXECUTIONS

INVESTMENT BANKING

CAPITAL MARKETS

ADVISORY SERVICES

AGENCY EXECUTIONS

INVESTMENT BANKING

BROKERAGE SERVICES



BROKERAGE SERVICES



CLIENT SOLUTIONS



CLIENT SOLUTIONS



GLOBAL CONSULTING

BUSINESS CONSULTING


GLOBAL CONSULTING

BUSINESS CONSULTING



KEY COMMERCIAL REAL ESTATE ADVISORS (CONCORDIS KEY ADVISORS)

PHILADELPHIA – 8 EMPLOYEES 1315 Walnut Street


ORGANIZATION CHART

PROJECT MANAGEMENT

Maleda BerhaneDirector of Project Management Services

Valerie V. FrazierOperations Manager

OPERATIONS MANAGER

BROKERAGE SERVICES


Timothy RoseboroSenior Managing Director

Tony MeltonAssistant Director



MANAGER



PROJECT MANAGEMENT


PROJECT MANAGEMENT



OPERATIONS MANAGER


OPERATIONS MANAGER

BROKERAGE SERVICES





BROKERAGE SERVICES






MANAGER


MANAGER





CONCORDIS KEY ADVISORS RESOURCES

BROKERAGE SERVICES



CLIENT SOLUTIONS



CONCORDIS KEY ADVISORS RESOURCES

BROKERAGE SERVICES



BROKERAGE SERVICES



CLIENT SOLUTIONS



CLIENT SOLUTIONS




GRANT STREET ASSOCIATES, INC. – CUSHMAN & WAKEFIELD ALLIANCE

PITTSBURGH – 18 EMPLOYEES 500 Grant Street

One Mellon Center – Suite 2350

Pittsburgh, PA 15219

ORGANIZATION CHART

INVESTMENT SALES/GENERAL BROKERAGE

James R. GeigerSenior Vice President/ Chief Operating Officer

Michael H. SellInvestment Sales Associate

VALUATION SERVICES

Michael P. CignaSenior Appraiser

Frank SpadaforaSenior Valuation Services Business Systems Analyst

MARKETING COMMUNICATIONS

Edie HartmanDirector of Research & Communication

Lynne FerrariMarketing and Design Manager

Judy SchlaegleAdministrative Assistant

ADMINISTRATIVE SUPPORT

BROKERAGE/ LEASING TEAM


Michael K. SiegleManager

Michele L. GoetzManager

J.R. YoccoManager

Scott K. AstorinoManager

John M. LisowskiIndustrial Manager

Jared S. ImperatoreRetail Manager

Courtney E. YanovLeasing Assistant


John F. O’DonoghueExecutive Vice President












VALUATION SERVICES



VALUATION SERVICES



VALUATION SERVICES






















J.R. YoccoManager









J.R. YoccoManager









J.R. YoccoManager






John F. O’DonoghueExecutive Vice President



Robert N. GeigerExecutive Vice PresidentRobert N. GeigerExecutive Vice President

John F. O’DonoghueExecutive Vice PresidentJohn F. O’DonoghueExecutive Vice President





GRANT STREET ASSOCIATES RESOURCES

CAPITAL MARKETS

ADVISORY SERVICES

AGENCY EXECUTIONS

INVESTMENT BANKING

BROKERAGE SERVICES



CLIENT SOLUTIONS



GRANT STREET ASSOCIATES RESOURCES

CAPITAL MARKETS

ADVISORY SERVICES

AGENCY EXECUTIONS

INVESTMENT BANKING

CAPITAL MARKETS

ADVISORY SERVICES

AGENCY EXECUTIONS

INVESTMENT BANKING

BROKERAGE SERVICES



BROKERAGE SERVICES



CLIENT SOLUTIONS



CLIENT SOLUTIONS



Cushman & Wakefield of Pennsylvania, Inc.

1717 Arch Street, 30th Floor


(215) 963-4000

REQUEST FOR PROPOSALS FOR

Real Estate Transaction Management and Brokerage Services

ISSUING OFFICE

PA Department of Generals Service Bureau of Procurement

555 Walnut Street Forum Place – 6th Floor

Harrisburg, PA 17101-1914

RFP NUMBER

CN00026690

DATE OF ISSUANCE

October 24, 2007

i

REQUEST FOR PROPOSALS FOR

REAL ESTATE TRANSACTION MANAGEMENT AND BROKERAGE SERVICES

TABLE OF CONTENTS CALENDAR OF EVENTS iii Part I—GENERAL INFORMATION 1 Part II—PROPOSAL REQUIREMENTS 9 Part III—CRITERIA FOR SELECTION 16 Part IV—WORK STATEMENT 19 APPENDIX A, CONTRACT TERMS AND CONDITIONS FOR REAL ESTATE TRANSACTION MANAGEMENT AND BROKERAGE SERVICES APPENDIX B, DOMESTIC WORKFORCE UTILIZATION CERTIFICATION APPENDIX C, PROPOSAL COVER SHEET APPENDIX D, COST SUBMITTAL WORKSHEET APPENDIX E, COMMONWEALTH STANDARD LEASE FORM WITH PREVAILING WAGE

ii

CALENDAR OF EVENTS The Commonwealth will make every effort to adhere to the following schedule:

Activity Responsibility Date

Deadline to submit Questions via email to [email protected]

Potential Offerors 10/31/2007

Preproposal Conference – There will be no pre-proposal conference for this RFP.

Issuing Office/Potential

Offerors N/A

Answers to Potential Offeror questions posted to the DGS website (http://www.dgsweb.state.pa.us/comod/main.asp) no later than this date.

Issuing Office 11/06/2007

Please monitor website for all communications regarding the RFP.

Potential Offerors

Sealed proposal must be received by the Issuing Office at DGS Bureau of Procurement, Forum Place 6th Floor, 555 Walnut Street, Harrisburg, PA 17101.

Offerors 11/20/2007

iii

http://www.dgsweb.state.pa.us/comod/main.asp

PART I

GENERAL INFORMATION I-1. Purpose. This request for proposals (RFP) provides to those interested in submitting proposals for the subject procurement (“Offerors”) sufficient information to enable them to prepare and submit proposals for the Department of General Services’ consideration on behalf of the Commonwealth of Pennsylvania (“Commonwealth”) to satisfy a need for Real Estate Transaction Management and Brokerage Services. I-2. Issuing Office. The Department of General Services (“Issuing Office”) has issued this RFP on behalf of the Commonwealth. The sole point of contact in the Commonwealth for this RFP shall be Jennifer Fishel, 555 Walnut Street, Forum Place – 6th Floor, Harrisburg, PA 17101, [email protected], the Issuing Officer for this RFP. Please refer all inquiries to the Issuing Officer. I-3. Scope. This RFP contains instructions governing the requested proposals, including the requirements for the information and material to be included; a description of the service to be provided; requirements which Offerors must meet to be eligible for consideration; general evaluation criteria; and other requirements specific to this RFP. I-4. Problem Statement. The Commonwealth seeks to establish a multiple award contract which will allow the Commonwealth to engage the services of real estate brokers for specific projects. A more specific description of the required services is located in Part IV of this RFP. I-5. Type of Contract. It is proposed that if the Issuing Office enters into a contract as a result of this RFP, it will be a requirements contract, which establishes fixed, maximum commission rates and which contains the Contract Terms and Conditions as shown in Appendix A. The Issuing Office, in its sole discretion, may undertake negotiations with Offerors whose proposals, in the judgment of the Issuing Office, show them to be qualified, responsible and capable of performing the Project. I-6. Rejection of Proposals. The Issuing Office reserves the right, in its sole and complete discretion, to reject any proposal received as a result of this RFP. I-7. Incurring Costs. The Issuing Office is not liable for any costs the Offeror incurs in preparation and submission of its proposal, in participating in the RFP process or in anticipation of award of the contract. I-8. Preproposal Conference. There will be no preproposal conference for this RFP. I-9. Questions & Answers. If an Offeror has any questions regarding this RFP, the Offeror must submit the questions by email (with the subject line “RFP CN00026690 Question”) to the Issuing Officer named in Part I, Section I-2 of the RFP. If the Offeror has questions, they must be submitted via email no later than the date indicated on the Calendar of Events. The Offeror shall not attempt to contact the Issuing Officer by any other means. The Issuing Officer

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shall post the answers to the questions on the DGS website by the date stated on the Calendar of Events. All questions and responses as posted on the DGS website are considered as an addendum to, and part of, this RFP in accordance with RFP Part I, Section I-10. Each Offeror shall be responsible to monitor the DGS website for new or revised RFP information. The Issuing Office shall not be bound by any verbal information nor shall it be bound by any written information that is not either contained within the RFP or formally issued as an addendum by the Issuing Office. The Issuing Office does not consider questions to be a protest of the specifications or of the solicitation. The required protest process for Commonwealth procurements is described on the DGS website I-10. Addenda to the RFP. If the Issuing Office deems it necessary to revise any part of this RFP before the proposal response date, the Issuing Office will post an addendum to the DGS website at www.dgsweb.state.pa.us/comod/main.asp. It is the Offeror’s responsibility to periodically check the website for any new information or addenda to the RFP. Answers to the questions asked during the Questions & Answers period also will be posted to the website as an addendum to the RFP. I-11. Response Date. To be considered for selection, hard copies of proposals must arrive at the Issuing Office on or before the time and date specified in the RFP Calendar of Events. The Issuing Office will not accept proposals via email or facsimile transmission. Offerors who send proposals by mail or other delivery service should allow sufficient delivery time to ensure timely receipt of their proposals. If, due to inclement weather, natural disaster, or any other cause, the Commonwealth office location to which proposals are to be returned is closed on the proposal response date, the deadline for submission will be automatically extended until the next Commonwealth business day on which the office is open, unless the Issuing Office otherwise notifies Offerors. The hour for submission of proposals shall remain the same. The Issuing Office will reject unopened, any late proposals. I-12. Proposals. To be considered, Offerors should submit a complete response to this RFP, using the format provided in Part II, providing seven (7) paper copies of the proposal to the Issuing Office. In addition to the paper copies of the proposal, Offerors shall submit one complete and exact copy of the technical proposal on CD-ROM in Microsoft Office or Microsoft Office-compatible format. The Offeror shall make no other distribution of its proposal to any other Offeror or Commonwealth official or Commonwealth consultant. Each proposal page should be numbered for ease of reference. An official authorized to bind the Offeror to its provisions must sign the proposal. For this RFP, the proposal must remain valid for at least 120 days or until a contract is fully executed. If the Issuing Office selects the Offeror’s proposal for award, the contents of the selected Offeror’s proposal will become, except to the extent the contents are changed through Best and Final Offers or negotiations, contractual obligations. The information in the proposal will become a public record upon contract execution, except as limited by Section 106 (b)(1) of the Commonwealth Procurement Code, 62 Pa. C.S. § 106 (b)(1). Each Offeror submitting a proposal specifically waives any right to withdraw or modify it, except that the Offeror may withdraw its proposal by written notice received at the Issuing

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http://www.dgsweb.state.pa.us/comod/main.asp

Office’s address for proposal delivery prior to the exact hour and date specified for proposal receipt. An Offeror or its authorized representative may withdraw its proposal in person prior to the exact hour and date set for proposal receipt, provided the withdrawing person provides appropriate identification and signs a receipt for the proposal. An Offeror may modify its submitted proposal prior to the exact hour and date set for proposal receipt only by submitting a new sealed proposal or sealed modification, which complies with the RFP requirements. I-13. Disadvantaged Business Information. The Issuing Office encourages participation by small disadvantaged businesses as prime contractors, joint ventures and subcontractors/suppliers and by socially disadvantaged businesses as prime contractors. Small Disadvantaged Businesses are small businesses that are owned or controlled by a majority of persons, not limited to members of minority groups, who have been deprived of the opportunity to develop and maintain a competitive position in the economy because of social disadvantages. The term includes:

a. Department of General Services Bureau of Minority and Women Business Opportunities (BMWBO)-certified minority business enterprises (MBEs) and women business enterprises (WBEs) that qualify as small businesses; and

b. United States Small Business Administration-certified small disadvantaged

businesses or 8(a) small disadvantaged business concerns. Small businesses are businesses in the United States that are independently owned, are not dominant in their field of operation, employ no more than 100 persons and earn less than $20 million in gross annual revenues ($25 million in gross annual revenues for those businesses in the information technology sales or service business). Socially disadvantaged businesses are businesses in the United States that BMWBO determines are owned or controlled by a majority of persons, not limited to members of minority groups, who are subject to racial or ethnic prejudice or cultural bias, but which do not qualify as small businesses. In order for a business to qualify as “socially disadvantaged,” the offeror must include in its proposal clear and convincing evidence to establish that the business has personally suffered racial or ethnic prejudice or cultural bias stemming from the business person’s color, ethnic origin or gender. Questions regarding this Program can be directed to:

Department of General Services Bureau of Minority and Women Business Opportunities Room 611, North Office Building Harrisburg, PA 17125 Phone: (717) 787-6708 Fax: (717) 772-0021 Email: [email protected]

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mailto:[email protected]

Program information and a database of BMWBO-certified minority- and women-owned businesses can be accessed at http://www.portal.state.pa.us, DGS Keyword: BMWBO. The federal vendor database can be accessed at http://www.ccr.gov by clicking on Dynamic Small Business Search (certified companies are so indicated). I-14. Information Concerning Small Businesses in Enterprise Zones. The Issuing Office encourages participation by small businesses, whose primary or headquarters facility is physically located in areas the Commonwealth has identified as Designated Enterprise Zones, as prime contractors, joint ventures and subcontractors/suppliers. The definition of headquarters includes, but is not limited to, an office or location that is the administrative center of a business or enterprise where most of the important functions of the business are conducted or concentrated and location where employees are conducting the business of the company on a regular and routine basis so as to contribute to the economic development of the geographical area in which the office or business is geographically located. Small businesses are businesses in the United States that are independently owned, are not dominant in their field of operation, employ no more than 100 persons and earn less than $20 million in gross annual revenues ($25 million in gross annual revenues for those businesses in the information technology sales or service business). There is no database or directory of small businesses located in Designated Enterprise Zones. Information on the location of Designated Enterprise Zones can be obtained by contacting:

Aldona M. Kartorie Center for Community Building PA Department of Community and Economic Development 4th Floor, Commonwealth Keystone Building 400 North Street Harrisburg, PA 17120-0225 Phone: (717) 720-7409 Fax: (717) 787-4088 Email: [email protected]

I-15. Economy of Preparation. Offerors should prepare proposals simply and economically, providing a straightforward, concise description of the Offeror’s ability to meet the requirements of the RFP. I-16. Alternate Proposals. The Issuing Office has identified the basic approach to meeting its requirements, allowing Offerors to be creative and propose their best solution to meeting these requirements. The Issuing Office will accept alternate proposals. I-17. Discussions for Clarification. Offerors may be required to make an oral or written clarification of their proposals to the Issuing Office to ensure thorough mutual understanding and Offeror responsiveness to the solicitation requirements. The Issuing Office will initiate requests for clarification.

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

http://www.ccr.gov/

mailto:[email protected]

I-18. Prime Contractor Responsibilities. The contract will require the selected Offeror to assume responsibility for all services offered in its proposal whether it produces them itself or by subcontract. The Issuing Office will consider the selected Offeror to be the sole point of contact with regard to contractual matters. I-19. Proposal Contents. Offerors should not label proposal submissions as confidential or proprietary. The Issuing Office will hold all proposals in confidence and will not reveal or discuss any proposal with competitors for the contract, unless disclosure is required:

i) Under the provisions of any Commonwealth or United States statute or regulation; or

ii) By rule or order of any court of competent jurisdiction.

After a contract is executed, however, the successful proposal is considered a public record under the Right-to Know Law, 65 P.S. § 66.1—66.9, and therefore subject to disclosure. . All material submitted with the proposal becomes the property of the Commonwealth of Pennsylvania and may be returned only at the Issuing Office’s option. The Issuing Office, in its sole discretion, may include any person other than competing Offerors on its proposal evaluation committee. The Issuing Office has the right to use any or all ideas presented in any proposal regardless of whether the proposal becomes part of a contract. I-20. Best and Final Offers. The Issuing Office reserves the right to conduct discussions with Offerors for the purpose of obtaining “best and final offers.” To obtain best and final offers from Offerors, the Issuing Office may do one or more of the following:

i) Enter into pre-selection negotiations, including the use of an online auction;

ii) Schedule oral presentations; and

iii) Request revised proposals.

The Issuing Office will limit any discussions to responsible Offerors (those that have submitted responsive proposals and possess the capability to fully perform the contract requirements in all respects and the integrity and reliability to assure good faith performance) whose proposals the Issuing Office has determined to be reasonably susceptible of being selected for award. The Criteria for Selection found in Part III, Section III-4, shall also be used to evaluate the best and final offers. Price reductions offered through any reverse online auction shall have no effect upon the Offeror’s Technical Submittal. Dollar commitments to Disadvantaged Businesses and Enterprise Zone Small Businesses can be reduced only in the same percentage as the percent reduction in the total price offered through negotiations, including the online auction.

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I-21. News Releases. Offerors shall not issue news releases, Internet postings, advertisements or any other public communications pertaining to this Project without prior written approval of the Issuing Office, and then only in coordination with the Issuing Office. I-22. Restriction of Contact. From the issue date of this RFP until the Issuing Office selects a proposal for award, the Issuing Officer is the sole point of contact concerning this RFP. Any violation of this condition may be cause for the Issuing Office to reject the offending Offeror’s proposal. If the Issuing Office later discovers that the Offeror has engaged in any violations of this condition, the Issuing Office may reject the offending Offeror’s proposal or rescind its contract award. Offerors must agree not to distribute any part of their proposals beyond the Issuing Office. An Offeror who shares information contained in its proposal with other Commonwealth personnel and/or competing Offeror personnel may be disqualified. I-23. Debriefing Conferences. Offerors whose proposals are not selected will be notified of the name of the selected Offeror and given the opportunity to be debriefed. The Issuing Office will schedule the time and location of the debriefing. The debriefing will not compare the Offeror with other Offerors, other than the position of the Offeror’s proposal in relation to all other Offeror proposals. An Offeror’s exercise of the opportunity to be debriefed does not constitute the filing of a protest. I-24. Issuing Office Participation. Offerors shall provide all services, supplies, facilities, and other support necessary to complete the identified work, except as otherwise provided in this Part I, Section I-24. I-25. Term of Contract. The term of the contract will commence on the Effective Date and will end January 31, 2010, with the option to renew for thee (3) additional one-year terms. The Issuing Office will fix the Effective Date after the contract has been fully executed by the selected Offeror and by the Commonwealth and all approvals required by Commonwealth contracting procedures have been obtained. The selected Offeror shall not start the performance of any work prior to the Effective Date of the contract and the Commonwealth shall not be liable to pay the selected Offeror for any service or work performed or expenses incurred before the Effective Date of the contract. I-26. Offeror’s Representations and Authorizations. By submitting its proposal, each Offeror understands, represents, and acknowledges that:

a. All of the Offeror’s information and representations in the proposal are material and important, and the Issuing Office may rely upon the contents of the proposal in awarding the contract(s). The Commonwealth shall treat any misstatement, omission or misrepresentation as fraudulent concealment of the true facts relating to the Proposal submission, punishable pursuant to 18 Pa. C.S. § 4904.

b. The Offeror has arrived at the price(s) and amounts in its proposal independently

and without consultation, communication, or agreement with any other Offeror or potential offeror.

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c. The Offeror has not disclosed the price(s), the amount of the proposal, nor the approximate price(s) or amount(s) of its proposal to any other firm or person who is an Offeror or potential offeror for this RFP, and the Offeror shall not disclose any of these items on or before the proposal submission deadline specified in the Calendar of Events of this RFP.

d. The Offeror has not attempted, nor will it attempt, to induce any firm or person to

refrain from submitting a proposal on this contract, or to submit a proposal higher than this proposal, or to submit any intentionally high or noncompetitive proposal or other form of complementary proposal.

e. The Offeror makes its proposal in good faith and not pursuant to any agreement or

discussion with, or inducement from, any firm or person to submit a complementary or other noncompetitive proposal.

f. To the best knowledge of the person signing the proposal for the Offeror, the

Offeror, its affiliates, subsidiaries, officers, directors, and employees are not currently under investigation by any governmental agency and have not in the last four years been convicted or found liable for any act prohibited by State or Federal law in any jurisdiction, involving conspiracy or collusion with respect to bidding or proposing on any public contract, except as the Offeror has disclosed in its proposal.

g. To the best of the knowledge of the person signing the proposal for the Offeror

and except as the Offeror has otherwise disclosed in its proposal, the Offeror has no outstanding, delinquent obligations to the Commonwealth including, but not limited to, any state tax liability not being contested on appeal or other obligation of the Offeror that is owed to the Commonwealth.

h. The Offeror is not currently under suspension or debarment by the

Commonwealth, any other state or the federal government, and if the Offeror cannot so certify, then it shall submit along with its proposal a written explanation of why it cannot make such certification.

i. The Offeror has not made, under separate contract with the Issuing Office, any

recommendations to the Issuing Office concerning the need for the services described in its proposal or the specifications for the services described in the proposal.

j. Each Offeror, by submitting its proposal, authorizes Commonwealth agencies to

release to the Commonwealth information concerning the Offeror's Pennsylvania taxes, unemployment compensation and workers’ compensation liabilities.

k. Until the selected Offeror receives a fully executed and approved written contract

from the Issuing Office, there is no legal and valid contract, in law or in equity, and the Offeror shall not begin to perform.

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I-27. Method of Award. For purposes of this RFP, it is the intent of the Commonwealth to make a multiple award. The Commonwealth will select for contract negotiation all responsive and responsible Offerors who achieve a total score equal to or greater than seventy per cent (70%) of the total possible combined technical and disadvantaged business points for this RFP. The Commonwealth may select a contractor from the offerors awarded contracts based upon best value or return on investment when services are needed. I-28. Notification of Selection. The Issuing Office will notify the selected Offerors in writing of its selection for negotiation after the Issuing Office has determined, taking into consideration all of the evaluation factors, the proposals that are the most advantageous to the Issuing Office as provided in Part I, Section I-27, Method of Award. I-29. Open Enrollment. The Commonwealth reserves the right, in its sole discretion, to seek new or additional proposals and add contractors during the term of the contract. Offerors who seek to be added as a qualified contractor will be required to submit their RFP proposal to the Issuing Office Proposals will be evaluated for eligibility for the remainder of the qualification period. I-30. RFP Protest Procedure. The RFP Protest Procedure is on the DGS website at http://www.portal.state.pa.us A protest by a party not submitting a proposal must be filed within seven days after the protesting party knew or should have known of the facts giving rise to the protest, but no later than the proposal submission deadline specified in the Calendar of Events of the RFP. Offerors may file a protest within seven days after the protesting Offeror knew or should have known of the facts giving rise to the protest, but in no event may an Offeror file a protest later than seven days after the date the notice of award of the contract is posted on the DGS website. The date of filing is the date of receipt of the protest. A protest must be filed in writing with the Issuing Office. I-31. Use of Electronic Versions of this RFP. This RFP is being made available by electronic means. If an Offeror electronically accepts the RFP, the Offeror acknowledges and accepts full responsibility to insure that no changes are made to the RFP. In the event of a conflict between a version of the RFP in the Offeror’s possession and the Issuing Office’s version of the RFP, the Issuing Office’s version shall govern.

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

PART II

PROPOSAL REQUIREMENTS Offerors must submit their proposals in the format, including heading descriptions, outlined below. To be considered, the proposal must respond to all requirements in this part of the RFP. Offerors should provide any other information thought to be relevant, but not applicable to the enumerated categories, as an appendix to the Proposal. All Disadvantaged Business cost data should be kept separate from and not included in the Technical Submittal. Each Proposal shall consist of the following three separately sealed submittals:

a. Technical Submittal, which shall be a response to RFP Part II, Sections II-1 through II-4;

b. Disadvantaged Business Submittal, in response to RFP Part II, Section II-5; and c. Cost Submittal, in response to RFP Part II, Section II-6

The Issuing Office reserves the right to request additional information, which, in the Issuing Office’s opinion, is necessary to assure that the Offeror’s competence, number of qualified employees, business organization, and financial resources are adequate to perform according to the RFP. The Issuing Office may make investigations as deemed necessary to determine the ability of the Offeror to perform the Project, and the Offeror shall furnish to the Issuing Office all requested information and data. The Issuing Office reserves the right to reject any proposal if the evidence submitted by, or investigation of, such Offeror fails to satisfy the Issuing Office that such Offeror is properly qualified to carry out the obligations of the RFP and to complete the Project as specified. II-1. Understanding the Problem. State in succinct terms your understanding of the scope of services required by this RFP. Include a narrative description of the proposed effort and the items and services to be provided. II-2. Offeror Qualifications. A. Provide a list of specific and relevant projects successfully completed by your firm(s). Describe the services provided and size of each project. Provide the client’s name, contact person, telephone number and address for each project. B. Provide a description of the number of years your firm(s) has been in business providing real estate brokerage services and how long the current management and structure has been in place. If proposing a joint venture or subcontract arrangement, list projects completed together in similar joint venture or subcontract arrangements. Indicate work previously done by individuals who will be associated with this proposal.

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II-3. Personnel Qualifications. Include the number of executive, management, professional, and staff personnel who will be engaged in the work. Show where these personnel will be physically located during the time they are engaged in the Project. For key personnel, include the employee’s name and, through a resume or similar document, the Project personnel’s education and experience in real estate brokerage services. Indicate the responsibilities each individual will have in this Project and how long each has been with your company. Identify by name any subcontractors you intend to use and the services they will perform. II-4. Available Resources. Provide information showing resources and support you will bring to the Project, including the size of firm(s) with a breakdown of employees by discipline. Indicate office location(s) and resources available. List the other projects currently being performed by your firm(s) to demonstrate that sufficient manpower and office will be available for this Project. II-5. Disadvantaged Business Submittal.

a. Disadvantaged Business Information.

i) To receive credit for being a Small Disadvantaged Business or a Socially Disadvantaged Business or for entering into a joint venture agreement with a Small Disadvantaged Business or for subcontracting with a Small Disadvantaged Business (including purchasing supplies and/or services through a purchase agreement), an Offeror must include proof of Disadvantaged Business qualification in the Disadvantaged Business Submittal of the proposal, as indicated below:

1) A Small Disadvantaged Businesses certified by BMWBO as an

MBE/WBE must provide a photocopy of their BMWBO certificate.

2) Small Disadvantaged Businesses certified by the U.S. Small

Business Administration pursuant to Section 8(a) of the Small Business Act (15 U.S.C. § 636(a)) as an 8(a) or small disadvantaged business must submit proof of U.S. Small Business Administration certification. The owners of such businesses must also submit proof of United States citizenship.

3) All businesses claiming Small Disadvantaged Business status,

whether as a result of BMWBO certification or U.S. Small Business Administration certification as an 8(a) or small disadvantaged business, must attest to the fact that the business has 100 or fewer employees.

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4) All businesses claiming Small Disadvantaged Business status,

whether as a result of BMWBO certification or U.S. Small Business Administration certification as an 8(a) or small disadvantaged business, must submit proof that their gross annual revenues are less than $20,000,000 ($25,000,000 for those businesses in the information technology sales or service business). This can be accomplished by including a recent tax return or audited financial statement.

ii) All businesses claiming status as a Socially Disadvantaged Business must

include in the Disadvantaged Business Submittal of the proposal clear and convincing evidence to establish that the business has personally suffered racial or ethnic prejudice or cultural bias stemming from the business person’s color, ethnic origin or gender. The submitted evidence of prejudice or bias must:

1) Be rooted in treatment that the business person has experienced in

American society, not in other countries.

2) Show prejudice or bias that is chronic and substantial, not fleeting or insignificant.

3) Indicate that the business person’s experience with the racial or

ethnic prejudice or cultural bias has negatively impacted his or her entry into and/or advancement in the business world.

BMWBO shall determine whether the Offeror has established that a business is socially disadvantaged by clear and convincing evidence.

iii) In addition to the above verifications, the Offeror must include in the

Disadvantaged Business Submittal of the proposal the following information:

1) The name and telephone number of the Offeror’s project (contact)

person for the Small Disadvantaged Business.

2) The business name, address, name and telephone number of the primary contact person for each Small Disadvantaged Business included in the proposal. The Offeror must specify each Small Disadvantaged Business to which it is making commitments. The Offeror will not receive credit for stating that it will find a Small Disadvantaged Business after the contract is awarded or for listing several businesses and stating that one will be selected later.

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3) The specific work, goods or services each Small Disadvantaged Business will perform or provide.

4) The estimated dollar value of the contract to each Small

Disadvantaged Business.

5) Of the estimated dollar value of the contract to each Small Disadvantaged Business, the percent of the total value of services or products purchased or subcontracted that will be provided by the Small Disadvantaged Business directly.

6) The location where each Small Disadvantaged Business will

perform these services.

7) The timeframe for each Small Disadvantaged Business to provide or deliver the goods or services.

8) The amount of capital, if any, each Small Disadvantaged Business

will be expected to provide.

9) The form and amount of compensation each Small Disadvantaged Business will receive.

10) For a joint venture agreement, a copy of the agreement, signed by

all parties.

11) For a subcontract, a signed subcontract or letter of intent.

iv) The Offeror is required to submit only one copy of its Disadvantaged Business Submittal. The submittal shall be clearly identified as Disadvantaged Business information and sealed in its own envelope, separate from the remainder of the proposal.

v) The Offeror must include the dollar value of the commitment to each

Small Disadvantaged Business in the same sealed envelope with its Disadvantaged Business Submittal. The following will become a contractual obligation once the contract is fully executed:

1) The amount of the selected Offeror’s Disadvantaged Business

commitment;

2) The name of each Small Disadvantaged Business; and

3) The services each Small Disadvantaged Business will provide, including the timeframe for performing the services.

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vi) A Small Disadvantaged Business can be included as a subcontractor with as many prime contractors as it chooses in separate proposals.

vii) An Offeror that qualifies as a Small Disadvantaged Business and submits

a proposal as a prime contractor is not prohibited from being included as a subcontractor in separate proposals submitted by other Offerors.

b. Enterprise Zone Small Business Participation.

i) To receive credit for being an enterprise zone small business or entering

into a joint venture agreement with an enterprise zone small business or subcontracting with an enterprise zone small business, an Offeror must include the following information in the Disadvantaged Business Submittal of the proposal:

1) Proof of the location of the business’ headquarters (such as a lease

or deed or Department of State corporate registration), including a description of those activities that occur at the site to support the other businesses in the enterprise zone.

2) Confirmation of the enterprise zone in which it is located (obtained

from the local enterprise zone office).

3) Proof of United States citizenship of the owners of the business.

4) Certification that the business employs 100 or fewer employees.

5) Proof that the business’ gross annual revenues are less than $20,000,000 ($25,000,000 for those businesses in the information technology sales or service business). This can be accomplished by including a recent tax return or audited financial statement.

6) Documentation of business organization, if applicable, such as

articles of incorporation, partnership agreement or other documents of organization.

ii) In addition to the above verifications, the Offeror must include in the

Disadvantaged Business Submittal of the proposal the following information:

1) The name and telephone number of the Offeror’s project (contact)

person for the Enterprise Zone Small Business.

2) The business name, address, name and telephone number of the primary contact person for each Enterprise Zone Small Business included in the proposal. The Offeror must specify each Enterprise

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Zone Small Business to which it is making commitments. The Offeror will not receive credit for stating that it will find an Enterprise Zone Small Business after the contract is awarded or for listing several businesses and stating that one will be selected later.

3) The specific work, goods or services each Enterprise Zone Small

Business will perform or provide.

4) The estimated dollar value of the contract to each Enterprise Zone Small Business.

5) Of the estimated dollar value of the contract to each Enterprise

Zone Small Business, the percent of the total value of services or products purchased or subcontracted that each Enterprise Zone Small Business will provide.

6) The location where each Enterprise Zone Small Business will

perform these services.

7) The timeframe for each Enterprise Zone Small Business to provide or deliver the goods or services.

8) The amount of capital, if any, each Enterprise Zone Small Business

will be expected to provide.

9) The form and amount of compensation each Enterprise Zone Small Business will receive.

10) For a joint venture agreement, a copy of the agreement, signed by

all parties.

11) For a subcontract, a signed subcontract or letter of intent.

iii) The dollar value of the commitment to each Enterprise Zone Small Business must be included in the same sealed envelope with the Disadvantaged Business Submittal of the proposal. The following will become a contractual obligation once the contract is fully executed:

1) The amount of the selected Offeror’s Enterprise Zone Small

Business commitment;

2) The name of each Enterprise Zone Small Business; and

3) The services each Enterprise Zone Small Business will provide, including the timeframe for performing the services.

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II-6. Cost Submittal. The information requested in this Part II, Section II-6 shall constitute the Cost Submittal. The Cost Submittal shall be placed in a separate sealed envelope within the sealed proposal, separated from the technical submittal. Complete and submit the worksheet contained in Appendix D as your cost submittal. Commissions to be paid by lessors must be based on base rent only. Excluded from base rent is any additional rent or amounts paid for real estate taxes, utilities, maintenance, renovation/alteration costs paid by the Commonwealth, and other similar items. Any free rent offered as an incentive will be averaged over the lease term for the purpose of calculating commissions. Offerors should not include any assumptions in their cost submittals. If the Offeror includes assumptions in its cost submittal, the Issuing Office may reject the proposal. Offerors should direct in writing to the Issuing Office pursuant to Part I, Section I-9, of this RFP any questions about whether a cost or other component is included or applies. All Offerors will then have the benefit of the Issuing Office’s written answer so that all proposals are submitted on the same basis. II-7. Domestic Workforce Utilization Certification. Complete and sign the Domestic Workforce Utilization Certification contained in Appendix B of this RFP. Offerors who seek consideration for this criterion must submit in hardcopy the signed Domestic Workforce Utilization Certification Form in the same sealed envelope with the Cost Submittal.

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PART III

CRITERIA FOR SELECTION III-1. Mandatory Responsiveness Requirements. To be eligible for selection, a proposal must be:

a. Timely received from an Offeror; b. Properly signed by the Offeror;

III-2. Technical Nonconforming Proposals. The Issuing Office reserves the right, in its sole discretion, to waive technical or immaterial nonconformities in an Offeror’s proposal. III-3. Evaluation. The Issuing Office has selected a committee of qualified personnel to review and evaluate timely submitted proposals. Independent of the committee, BMWBO will evaluate the Disadvantaged Business Submittal and provide the Issuing Office with a rating for this component of each proposal. The Issuing Office will notify in writing of its selection for negotiation the responsible Offeror whose proposal is determined to be the most advantageous to the Commonwealth as determined by the Issuing Office after taking into consideration all of the evaluation factors. The Issuing Office will award a contract only to an Offeror determined to be responsible in accordance with the most current version of Commonwealth Management Directive 215.9, Contractor Responsibility Program. III-4. Criteria for Selection. The following criteria will be used, in order of relative importance from the highest to the lowest weighted factors, in evaluating each proposal. Please note that Offerors must achieve a minimum of seventy per cent (70%) of the total possible combined technical and disadvantaged business points for this RFP. Offerors who achieve a total score equal to or greater than seventy per cent (70%) of the total possible combined technical and disadvantaged business points will be considered for contract negotiation. Entering into a contract with the Issuing Office as a result of this RFP is not a guarantee of any present or future work order.

a. Technical: Evaluation will be based upon the following in order of importance: i) Offeror Qualifications ii) Personnel Qualifications iii) Understanding the Problem iv) Available Resources

b. Disadvantaged Business Participation: Evaluation will be based upon the

following in order of priority:

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Priority Rank 1 Proposals submitted by Small Disadvantaged Businesses.

Priority Rank 2 Proposals submitted from a joint

venture with a Small Disadvantaged Business as a joint venture partner.

Priority Rank 3 Proposals submitted with

subcontracting commitments to Small Disadvantaged Businesses.

Priority Rank 4 Proposals submitted by Socially

Disadvantaged Businesses.

Each proposal will be rated for its approach to enhancing the utilization of Small Disadvantaged Businesses and/or Socially Disadvantaged Businesses. Each approach will be evaluated, with Priority Rank 1 receiving the highest score and the succeeding options receiving scores in accordance with the above-listed priority ranking

To the extent that an Offeror qualifies as a Small Disadvantaged Business or a Socially Disadvantaged Business, the Small Disadvantaged Business or Socially Disadvantaged Business cannot enter into subcontract arrangements for more than 40% of the total estimated dollar amount of the contract. If a Small Disadvantaged Business or a Socially Disadvantaged Business subcontracts more than 40% of the total estimated dollar amount of the contract to other contractors, the Disadvantaged Business Participation scoring shall be proportionally lower for that proposal.

c. Enterprise Zone Small Business Participation: The following options will be

considered as part of the final criteria for selection:

Priority Rank 1 Proposals submitted by an Enterprise Zone Small Business will receive the highest score.

Priority Rank 2 Proposals submitted by a joint

venture with an Enterprise Zone Small Business as a joint venture partner will receive the next highest score for this criterion.

Priority Rank 3 Proposals submitted with a

subcontracting commitment to an Enterprise Zone Small Business will

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receive the lowest score for this criterion.

Priority Rank 4 Proposals with no Enterprise Zone

Small Business Utilization shall receive no points under this criterion.

To the extent that an Offeror is an Enterprise Zone Small Business, the Offeror cannot enter into contract or subcontract arrangements for more than 40% of the total estimated dollar amount of the contract in order to qualify as an Enterprise Zone Small Business for purposes of this RFP.

d. Domestic Workforce Utilization: Each proposal will be scored for its

commitment to use domestic workforce in the fulfillment of the contract. Maximum consideration will be given to those Offerors who will perform the contracted direct labor exclusively within the geographical boundaries of the United States. Those who propose to perform a portion of the direct labor outside of the United States will receive a correspondingly smaller score for this criterion. Offerors who seek consideration for this criterion must submit in hardcopy the signed Domestic Workforce Utilization Certification Form in the same sealed envelope with the Cost Submittal. The certification will be included as a contractual obligation when the contract is executed.

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PART IV

WORK STATEMENT

IV-1. Tasks. The selected Contractor(s) will perform these services: A. ACQUISITION SERVICES

Upon receipt of any Engagement Letter from the Agency, which the Agency shall provide for each transaction, and subject to its receipt of compensation and reimbursement as provided under this Agreement, Contractor shall provide the following services relating to acquisitions of property that are designated and approved by the Agency, regardless of whether such acquisition is by purchase, lease, build-to-suit or otherwise.

1. Purchases

(a) Assist in obtaining input from the Agency and the Commonwealth agency that will operate the property on program requirements (i.e., facility type, utilization, location, size, budget, schedule, etc.).

(b) Evaluate program requirements, suggest fundamental space plan, provide input on cost (including likely tenant improvements), schedule, constraints, fees, budget, etc.

(c) Upon approval by the Agency, perform comprehensive market survey.

(d) Document and present alternative solutions.

(e) Assess costs, transaction terms, conditions, approval requirements, schedule, fees and related issues.

(f) Upon approval by the Agency, negotiate, implement and coordinate all aspects of transaction.

(g) Coordinate negotiations and if requested by the Agency provide input on transaction documents. Coordinate with the Agency’s Bureau of Real Estate and the Agency’s Office of Chief Counsel.

(h) Provide summary of transaction for final review/approval by the Agency in conjunction with execution of documents.

(i) Coordinate resolution of transaction contingencies and problems.

(j) Provide a written monthly report to the Director of Real Estate, or their designee, providing a current status of the transaction.

(k) Issue final report on transaction.

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2. Leasing

(a) As needed, work with Agency to define advertised areas to maximize proposals for leased space. Based on advertised area, provide preliminary rental rate/market analysis to include a vacancy rate in area.

(b) Provide to Agency a list of current market opportunities listing potential sites meeting space and program criteria in solicitation. Obtain names of owners/developers for site to encourage them to submit a proposal for leased space.

(c) Provide comparative analysis of all proposals received.

(d) Provide TI analysis based on projected leased cost. Analysis should include an evaluation of construction and/or renovation costs relative to the proposed use and space type including but not limited to transaction terms, conditions, approval requirements schedule, fees and related issues.

(e) Upon approval and direction by the Agency negotiate with appropriate developers all aspects of transaction coordinating the same with Agency’s Bureau of Real Estate and the Agency’s Office of Chief Counsel.

(f) Provide summary of transaction for final review/approval by the Agency in conjunction with execution of documents.

(g) Coordinate resolution of transaction contingencies and problems.

(h) Provide a written monthly report to the Director of Real Estate, or their designee, providing a current status of the transaction.

(i) Issue final report on transaction.

(j) Provide in-house training to Agency’s Bureau of Real Estate staff as requested.

Lease Renewals/Extensions.

(a) As directed by Agency, for each lease approaching lease expiration, evaluate agency space requests, design/redesign considerations, likely tenant improvements, the renewal or extension terms contained, if any, and provide input on renegotiation or renewal potential (cost, terms, business points, alternatives, etc.).

(b) Upon approval by the Agency, negotiate and use commercially reasonable efforts to improve the terms.

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(c) Upon approval by the Agency, implement and coordinate all aspects of transaction.

(d) Coordinate negotiations and if requested by the Agency provide input on transaction documents. Coordinate with the Agency’s Bureau of Real Estate and the Agency’s Office of Chief Counsel.

(e) Provide summary of transaction for final review and approval by the Agency in conjunction with execution of documents.

(f) Coordinate resolution of transaction contingencies and problems.

(g) Provide a written monthly report to the Director of Real Estate, or their designee, providing a current status of the transaction.

(h) Issue final report on transaction.

B. DISPOSITION SERVICES

Contractor shall provide the following services relating to dispositions of facilities that are designated and approved by the Agency.

1. Leasing and Subletting of the Agency’s Surplus Space.

(a) Determine the Agency’s objectives and requirements.

(b) Research existing the Agency lease and sublease provisions.

(c) Inspect the facility or space to be subleased.

(d) Prepare comprehensive market value analysis and formulate pricing strategies to attempt to maximize revenues to the Agency.

(e) Prepare marketing plan and budget.

(f) Upon approval by the Agency, implement and coordinate all aspects of transaction.

(g) Coordinate negotiations and if requested by the Agency provide input on transaction documents. Coordinate with the Agency’s Bureau of Real Estate and the Agency’s Office of Chief Counsel.

(h) Provide summary of transaction for final review and approval by the Agency in conjunction with execution of documents.

(i) Coordinate resolution of transaction contingencies and problems.

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(j) Provide a written monthly report to the Director of Real Estate, or their designee, providing a current status of the transaction.

(k) Issue final report on transaction.

2. Sale of Surplus Facilities Owned by the Agency.

(a) Determine the Agency’s objectives and requirements.

(b) Review ownership documents (deed, title, insurance report, appraisals, environmental reports, annual operating costs, book value, etc.).

(c) Inspect facility to be sold.

(d) Prepare comprehensive market value analysis on listing price, estimated sale price, etc.

(e) If required by the Agency, coordinate obtaining due diligence materials including, but not limited to, appraisal, title report, environmental study and survey.

(f) Prepare marketing plan and budget.

(g) Upon approval by the Agency, implement and coordinate all aspects of transaction.

(h) Coordinate negotiations on sale terms for agreement of sale.

(i) Coordinate negotiations and if requested by the Agency provide input on transaction documents. Coordinate with the Agency’s Bureau of Real Estate and the Agency’s Office of Chief Counsel.

(j) Provide summary of transaction for final review and approval by the Agency in conjunction with execution of documents.

(k) Coordinate resolution of transaction contingencies and problems.

(l) Provide a written monthly report to the Director of Real Estate, or their designee, providing a current status of the transaction.

(m) Issue final report on transaction.

3. Lease Termination/Buyout.

(a) Evaluate existing lease termination provisions and provide input on potential for early termination (i.e., issues, costs, business points, fees, etc.).

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(b) Upon approval by the Agency, negotiate and use commercially reasonable efforts to improve the termination terms.

(c) Document and present proposed terms.

(d) Upon approval by the Agency, implement and coordinate all aspects of transaction.

(e) Coordinate negotiations and if requested by the Agency provide input on lease documents. Coordinate with the Agency’s Bureau of Real Estate and the Agency’s Office of Chief Counsel.

(f) Provide summary of transaction for final review/approval of the Agency in conjunction with execution of documents.

(g) Coordinate resolution of transaction contingencies and problems.

(h) Provide a written monthly report to the Director of Real Estate, or their designee, providing a current status of the transaction.

(i) Issue final report on transaction.

C. OTHER PORTFOLIO TRANSACTION SERVICES

Contractor shall provide such additional services as are customarily provided by real estate brokerage firms in the regions being serviced, as reasonably requested by the Agency, subject to the parties’ mutual agreement as to the scope of and pricing for such additional services.

IV-2. Contract Requirements—Disadvantaged Business Participation and Enterprise Zone Small Business Participation. All contracts containing Disadvantaged Business participation and/or Enterprise Zone Small Business participation must also include a provision requiring the selected contractor to meet and maintain those commitments made to Disadvantaged Businesses and/or Enterprise Zone Small Businesses at the time of proposal submittal or contract negotiation, unless a change in the commitment is approved by the BMWBO. All contracts containing Disadvantaged Business participation and/or Enterprise Zone Small Business participation must include a provision requiring Small Disadvantaged Business subcontractors, Enterprise Zone Small Business subcontractors and Small Disadvantaged Businesses or Enterprise Zone Small Businesses in a joint venture to perform at least 50% of the subcontract or Small Disadvantaged Business/Enterprise Zone Small Business participation portion of the joint venture. The selected contractor’s commitments to Disadvantaged Businesses and/or Enterprise Zone Small Businesses made at the time of proposal submittal or contract negotiation shall be maintained throughout the term of the contract. Any proposed change must be submitted to BMWBO, which will make a recommendation to the Contracting Officer regarding a course of action.

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If a contract is assigned to another contractor, the new contractor must maintain the Disadvantaged Business participation and/or Enterprise Zone Small Business participation of the original contract. The selected contractor shall complete the Prime Contractor’s Quarterly Utilization Report (or similar type document containing the same information) and submit it to the contracting officer of the Issuing Office and BMWBO within 10 workdays at the end of each quarter the contract is in force. This information will be used to determine the actual dollar amount paid to Small Disadvantaged Business and/or Enterprise Zone Small Business subcontractors and suppliers, and Small Disadvantaged Business and/or Enterprise Zone Small Business participants involved in joint ventures. Also, this information will serve as a record of fulfillment of the commitment the selected contractor made and for which it received Disadvantaged Business and Enterprise Zone Small Business points. If there was no activity during the quarter then the form must be completed by stating “No activity in this quarter.” NOTE: EQUAL EMPLOYMENT OPPORTUNITY AND CONTRACT COMPLIANCE STATEMENTS REFERRING TO COMPANY EQUAL EMPLOYMENT OPPORTUNITY POLICIES OR PAST CONTRACT COMPLIANCE PRACTICES DO NOT CONSTITUTE PROOF OF DISADVANTAGED BUSINESSES STATUS OR ENTITLE AN OFFEROR TO RECEIVE CREDIT FOR DISADVANTAGED BUSINESSES UTILIZATION.

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APPENDIX B DOMESTIC WORKFORCE UTILIZATION CERTIFICATION

Each proposal will be scored for its commitment to use the domestic workforce in the fulfillment of the contract. Maximum consideration will be given to those offerors who will perform the contracted direct labor exclusively within the geographical boundaries of the United States. Those who propose to perform a portion of the direct labor outside of the United States will receive a correspondingly smaller score for this criterion. In order to be eligible for any consideration for this criterion, Offerors must complete and sign the following certification. This certification will be included as a contractual obligation when the contract is executed. Failure to complete and sign this certification will result in no consideration being given to the offeror for this criterion. I, ______________________[title] of ____________________________________[name of Contractor] a _______________ [place of incorporation] corporation or other legal entity, (“Contractor”) located at ________________________________________________________________ ____________________________________________________________________________[address], having a Social Security or Federal Identification Number of ________________________, do hereby certify and represent to the Commonwealth of Pennsylvania ("Commonwealth") (Check one of the boxes below):

All of the direct labor performed within the scope of services under the contract will be performed exclusively within the geographical boundaries of the United States.

OR

________________ percent (_____%) [Contractor must specify the percentage] of the direct labor performed within the scope of services under the contract will be performed within the geographical boundaries of the United States. Please identify the direct labor performed under the contract that will be performed outside the United States: ____________________________________________________________ ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ [Use additional sheets if necessary]

The Department of General Services [or other purchasing agency] shall treat any misstatement as fraudulent concealment of the true facts punishable under Section 4904 of the Pennsylvania Crimes Code, Title 18, of Pa. Consolidated Statutes. Attest or Witness: ______________________________ Corporate or Legal Entity's Name _____________________________ ______________________________ Signature/Date Signature/Date _____________________________ ______________________________ Printed Name/Title Printed Name/Title

APPENDIX C - PROPOSAL COVER SHEET COMMONWEALTH OF PENNSYLVANIA

PA Department of General Services RFP# CN00026690

Enclosed in three separately sealed submittals is the proposal of the Offeror identified below for the above-referenced RFP:

Offeror Information:

Offeror Name Offeror Mailing Address

Offeror Website Offeror Contact Person Contact Person’s Phone Number Contact Person’s Facsimile Number Contact Person’s E-Mail Address Offeror Federal ID Number

Submittals Enclosed and Separately Sealed:

Technical Submittal

Disadvantaged Business Submittal

Cost Submittal

Signature

Signature of an official authorized to bind the Offeror to the provisions contained in the Offeror’s proposal:

Printed Name Title

FAILURE TO COMPLETE, SIGN AND RETURN THIS FORM WITH THE OFFEROR’S PROPOSAL MAY RESULT IN THE REJECTION OF THE OFFEROR’S PROPOSAL.

APPENDIX D

COST SUBMITTAL WORKSHEET

LEASING Where the Department is leasing buildings or other accommodations for use by a Commonwealth agency, the Commonwealth shall not be required to pay the Contractor a fee with respect to such transaction. The Department recognizes that Contractor will attempt to collect its fees from the lessor, and in doing so, Contractor will seek a market rate commission from the lessor not to exceed the rates below. The Department and Contractor will establish the fee at the time of the engagement. Commissions to be paid by lessors must be based on base rent only. Excluded from base rent is any additional rent or amounts paid for real estate taxes, utilities, maintenance, renovation/alteration costs paid by the Commonwealth, and other similar items. Any free rent offered as an incentive will be averaged over the lease term for the purpose of calculating commissions. Acquisition of Leases Brokerage Commission/Fees will be based on time and dollar value of the lease. The Contractor’s fee will be based upon a not to exceed percentage basis and include any discounts when payment is made upon commencement of lease. Fees should be based on net (base) rent and the Contractor should not include in its calculation option/renewal terms.

Dollar Value Not to Exceed % Rate Up to $1,000,000.00 % Over $1,000,000.00- $5,000,000.00 % Over $5,000,000.00 - $10,000,000.00 % Over 10,000.000 %

Discount

State discount provided on a sliding scale basis on a lease term of ten years. Renegotiation of Existing Lease State the maximum percentage of aggregate gross rental reduction Contractor would require to renegotiate the remaining existing term and/or to extend existing initial lease term.

Commission of ____ percent ( ___%) Renegotiation of Existing Lease With Renewal Option(s) State the maximum percentage of aggregate gross rental reduction Contractor would require to renegotiate existing renewal option(s) and/or to add, at the request of the Agency, any additional lease renewal options.

Commission of ____ percent (___%)

ACQUISITION OF PROPERTY IN FEE Where the Department is purchasing land and/or buildings in fee, the Department shall not be required to pay the Contractor a fee with respect to such transaction. The Department recognizes that Contractor will attempt to share in any fees paid by the seller, and in doing so, Contractor will seek a market rate commission from the seller. The Department and Contractor will establish the fee at the time of the engagement.. State the maximum percentage of purchase price Contractor would require to be paid.

Commission of ____ percent (___%)

DISPOSITION OF PROPERTY Where the Department is disposing of surplus real property, the Department will pay the Contractor a market rate commission with respect to each transaction where an engagement is entered into with the Contractor. The Department and the Contractor shall mutually agree to a market rate commission consistent with conditions prevailing in the local market where the applicable facility is located in the Engagement Letter. The Department and Contractor will establish the fee at the time of the engagement. Determination of market rate commission shall be made by the Department and Contractor reasonably and in good faith. State the maximum percentage of purchase price Contractor would require to be paid.

Commission of ____ percent (___ %) for residential properties Commission of ____ percent (___ %) commercial/ office or other properties

APPENDIX E

SAMPLE

Lease Number

THIS LEASE AGREEMENT ("LEASE") is executed this _______ day of _____________, 20___, by and between The Commonwealth of Pennsylvania, Department of ____________________, acting through the Department of General Services, (hereinafter called "LESSEE"), and ____________________________________________, with primary offices located at ___________________________________________, Pennsylvania ___________(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 of Commissioners of Public Grounds and Buildings, authorized and empowered to rent proper and adequate offices, rooms or accommodations for any department, board of commission which cannot be properly and adequately accommodated with offices, rooms and accommodations in the Capitol Buildings; and WHEREAS, in cases where a branch office has been established outside of the Capital City, it has been established with the approval of the Executive Board. 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 the Department of _____________, _____________________________, the premises, or part of the building, situated at ________________________________, ______________________, in the County of _____________, Pennsylvania, more specifically described on the plan and/or specifications attached hereto marked Exhibit "A", 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 below, as well as adequate means of ingress and egress to the PREMISES. The parties agree that for the purposes of this LEASE, "net usable square feet" has been computed by measuring the area to be used by the Using Agency 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. LESSOR lets unto LESSEE __________ (__) parking spaces situate

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____________________________________________________, Pennsylvania. The lease of the parking space is included in the rent provided in Paragraph 3 hereof. 2. TERM. The term of the LEASE shall commence on _____________, 20___, or such other date that the PREMISES are accepted for occupancy by the LESSEE in the event the PREMISES are not ready for occupancy at the time the LEASE term commences. Said term shall extend for ________ (__) years from said commencement or acceptance date with any option terms provided for herein being adjusted accordingly. 3. RENT. LESSEE shall pay LESSOR rent for the use and occupancy of the PREMISES. The rental rate for the first year of the LEASE shall be ___________________ and 00/100 Dollars ($ ) per net usable square foot per year. During the first year of the LEASE, LESSEE shall pay RENT each month in the amount of _______________________ and 00/100 Dollars ($ ) (“Initial Rent”) comprising an annual rental of ___________________ and 00/100 Dollars ($___________________). The rental rate shall be comprised of Base Rent of ________________ and 00/100 Dollars ($ ) per net usable square foot per year and “Additional Rent”. The Additional Rent for the first year of the LEASE shall be _______________and 00/100 ($ ) per net usable square foot per year. The Additional Rent (and, therefore, the RENT) for the second and succeeding years of the term of the LEASE shall be adjusted in accordance with Paragraph 4 below.

The source of funds for this lease may be federal funds. If this lease is funded by federal funds, then landlord agrees that delay in the timely payment of rent by the Commonwealth shall not constitute an event of default or cause for termination of this lease, if such delay is due to the failure of the Federal Government to disperse funds to the Commonwealth. The Commonwealth agrees to pay all arrearages upon the resumption of federal funding including any penalties provided herein.

4. RENT ADJUSTMENT. An annual adjustment to the RENT, up to a maximum annual amount of 5% of the preceding years’ Additional Rent, shall be made to cover increases or decreases in the costs of real estate taxes, utilities, water, sewer, trash removal, insurance and janitorial services. The actual amount of the adjustment (increase or decrease) shall be determined by annually applying the CPI-U, NE Cities index (Consumer Price Index for all Urban Consumers, Northeast Cities index, all items, as found in table 11 of the CPI Detailed Report published by the U.S. Department of Labor, Bureau of Labor Statistics) to the amount of the Additional Rent for the preceding year of the LEASE. LESSOR and LESSEE agree that the CPI-U, NE Cities Index reported four months prior to each anniversary date of the LEASE, including any option periods, shall be used to determine the amount of the adjustment. LESSEE shall, without the necessity of a request from LESSOR, apply the percentage of change in the Index to the Additional Rent

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and then add the adjusted Additional Rent to the Base Rent to calculate the RENT, to be paid for the following year of the LEASE. The Additional Rent shall not be adjusted to reflect actual costs incurred by LESSOR during the term of this LEASE, nor shall the amounts paid as Additional Rent be adjusted to reflect changes in the above LESSOR costs. 5. OPTIONS. LESSEE, at its sole discretion, shall have the option to renew this LEASE for additional terms. In order to exercise an option, LESSEE must give LESSOR ________ ( ) months' prior written notice before expiration of the then current term. LESSEE shall have the following options: Beginning Date Expiration Date Base Rent 1st Renewal Term 2nd Renewal Term

Additional Rent, as provided for and calculated during the original term of the LEASE in accordance with Paragraph 4, above, shall be added to the “Base Rent” set forth above. During the option term(s), additional Rent adjustments will be made and applied during each and every year of the option term(s) and will continue to be calculated in the same fashion as in the initial term or preceding option term, if any, and in accordance with Paragraph 4 above.

6. HOLDOVER/TERMINATION. Should LESSEE holdover in possession after the expiration of the initial term of this LEASE (without exercising the option) or any option renewal term (without exercising any remaining option), such holding over shall not be deemed to extend the term of this LEASE or any renewal, but the tenancy thereafter shall continue from month to month, subject to the covenants and conditions of this LEASE, until either party shall give the other _________ (__) months' notice in writing of their intention to terminate the tenancy. In the event Lessee decides to holdover rather than exercise an option under Paragraph 4, LESSEE shall pay the amount of the monthly rent specified for such option for each month of occupancy as a holdover tenant. 7. CANCELLATION. It is understood and agreed between the parties hereto that if the governmental function for which the PREMISES are being leased, is abolished, limited, or restricted, by any Act of Legislature, including a failure of sufficient appropriation by the General Assembly to continue payment of the RENT or any other amount hereunder, or by Law of Congress, or by any Action taken under authority conferred by such acts or laws, or decision of court; then the LESSEE shall have the right to cancel this LEASE by giving one month's notice in writing. At the option of the parties, if they have agreed on the total costs of renovations prior to the execution of this LEASE and the Lease is canceled pursuant to the provisions of this Paragraph, if the Agency's annual appropriations permit, LESSEE shall reimburse LESSOR for any

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unamortized costs of renovations performed by LESSOR pursuant to this LEASE at LESSEE'S request, and which are peculiar to LESSEE'S tenancy. The agreed on costs of such renovations are $_________________. 8. LESSOR'S DUTY TO MITIGATE DAMAGES. In the event LESSEE abandons the leasesd 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.

9. SERVICES. LESSOR, at its sole cost and in return for the rent paid by LESSEE pursuant to this Lease, shall provide, maintain, and pay the periodic charges for heat, ventilation and air conditioning: all energy used and consumed on the PREMISES including but not limited to gas, oil, electric; water and sewer; hot and cold water; snow and ice removal from walks, driveways, and parking area; janitorial services and supplies in accordance with Exhibit "B"; trash removal (from LESSOR's property); lawn and shrub care services; and lavatories and water coolers in accordance with Department of Labor and Industry requirements. The rental rate provided in this LEASE presumes a normal workweek from Monday through Friday, at the hours of 7:00 A.M. to 7:00 P.M. LESSEE may use the PREMISES beyond these hours. The building will be accessible seven days a week, twenty-four hours a day. 10. DISADVANTAGED BUSINESS PARTICIPATION COMMITMENT. To the extent that LESSOR has made commitments to disadvantaged businesses in its Disadvantaged Business Submittal, those commitments are set forth in Exhibit E, which is attached hereto and made a part hereof. LESSOR agrees to meet and maintain those commitments through the lease term, including any renewals and extensions. Any proposed change must be submitted to the Pennsylvania Department of General Services, Bureau of Minority and Women Business Opportunities (“BMWBO”), which will make a recommendation as to a course of action to the tenant Commonwealth agency. If LESSOR has made commitments to disadvantaged businesses in Exhibit E, LESSOR shall complete the LESSOR’s Quarterly Utilization Report and submit it to the tenant Commonwealth agency and BMWBO within ten (10) workdays at the end of each calendar quarter during the term of the LEASE. 11. TAXES. LESSOR agrees to pay, prior to delinquency and directly to the taxing authority, all real estate taxes and municipal assessments applicable to the PREMISES. 12. MAINTENANCE. LESSOR, at its sole cost and in return for the rent paid by LESSEE pursuant to this Lease, shall maintain, repair and provide the continuous upkeep of the exterior of the building(s), all internal building systems, including but not limited to, electrical, lighting, plumbing, heating, ventilation equipment, air conditioning, elevators, escalators, and/or lifts, and as more specifically stated in the Agency Specifications and below:

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a) LIGHTING - All lighting shall be maintained at working levels which meet the minimum standard of the American Illuminating Engineering Society Lighting Handbook, Current Edition in effect at the time of the commencement of the LEASE. LESSOR shall provide, install and replace all light bulbs, tubes, ballasts and starters. b) HEATING, VENTILATION AND AIR CONDITIONING - HVAC systems shall be designed, maintained and operated in a manner which maximizes energy efficiency. All equipment and systems shall be in operating order 24 hours per day and shall be serviced and maintained by LESSOR. Systems shall be inspected and serviced regularly to insure proper balancing and calibration. Exhaust systems shall be provided for ventilation of toilet rooms, lunch areas, smoke rooms, conference rooms and operate and comply with state and local regulations. Note: All HVAC systems shall be designed in accordance with the current ASHRAE standards (where practical) but, ASHRAE 90-75 shall be the standard for new buildings unless the building codes of the local municipality require a more strict standard, in which event the standard required by the municipality will apply. Heating and air conditioning systems shall provide and maintain an inside automatically controlled temperature under all conditions of 74 degrees F (23 degrees C) in winter and 75 degrees F (24 degrees C) in summer, respectively. Relative humidity shall be maintained at 40-60%, where practical. Fall and spring change-over adjustments shall be made as necessary to effect optimal temperature in the PREMISES. Mechanical ventilation shall be provided on a year-round basis. Ventilation air introduced into occupied spaces shall be free of outside contaminants and tempered according to the season. Air conditioning systems can be used for winter time ventilation, provided the outside air component must be heated before delivery into the occupied space:

1. For systems introducing 100% outside air, ventilation shall provide a minimum of 20 cfm per occupant or 0.25 cfm per square foot of floor area, whichever is greater. 2. For air recirculation systems, fresh outside air shall be introduced into the systems at a rate of 20 cfm per occupant. (Where design occupancy is unknown it shall assumed to be 7 persons per 1,000 sq. ft., of floor space). 3. In special cases where air recirculation systems are equipped with air cleaning devices designed to remove odorous and

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gaseous contaminants, the fresh outside air component may be reduced to 5 cfm per occupant.

c) JANITORIAL SERVICES, if a part of this LEASE, shall be provided in accordance with Exhibit "B".

d) LESSOR shall be responsible for maintaining the building(s) and its internal systems in good condition and shall make all repairs caused by ordinary wear and tear, damage by fire or other casualty and any other cause except such damage caused by LESSEE'S negligence, or the negligence of LESSEE's agents, business invitees or guests. The building(s) and its internal systems shall be maintained to provide reliable, energy efficient service without unusual interruption, disturbing noises, exposure to fire and safety hazards, uncomfortable drafts, excessive air velocities, etc. Without additional charge, LESSEE may require LESSOR to test once a year, with adequate notice, such systems as fire alarm, sprinkler, emergency generator, or other safety systems in the building to insure proper operation. The testing and inspection of the systems (and its equipment) must be done in accordance with applicable codes, and inspection certificates must be displayed as appropriate and/or provided to Lessee at Lessee's request.

e) LESSOR shall submit, within one month after the commencement date of this LEASE and each year thereafter, current certifications from reputable contractors that all fire suppression systems are being serviced and tested on an acceptable periodic basis. Certificates shall be submitted for the following items, where applicable: sprinkler system, fire alarm system, emergency light, and fire extinguishers.

f) LESSOR shall submit within one month after the commencement date of this LEASE and annually thereafter, current certifications from its insurance or service company, wherever is applicable, that all boilers, pressure vessels, and elevators are being serviced and inspected on an acceptable periodic basis.

g) LESSOR shall be responsible for the exterior maintenance of the facility including but not limited to landscaping, lawn and shrub care and parking lots, (including policing, that is, assuring that the number of parking spaces provided for LESSEE are available for use by LESSEE, its employees and invitees, but not including security for the parking area) except as otherwise provided in this Lease.

h) LESSOR must have a building superintendent or a locally-designated representative available to proactively manage the PREMISES and promptly respond to LESSEE's requests to correct any Lease deficiency.

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i) LESSOR shall repaint the PREMISES every (____) years during the term of this Lease and any option terms. LESSEE may waive any repainting if, in its sole judgment, it determines that said repainting is not necessary;

13. CONSTRUCTION OR ADDITIONAL ALTERATIONS. LESSOR shall, at its cost and expense, and in return for the rent paid by LESSEE pursuant to this LEASE, construct and renovate the PREMISES substantially in accordance with the plans and/or specifications listed and set forth in Exhibit “A” (the “Work”). Prior to occupancy, minor punch list items and the due dates for completion of said punch list items shall be established and agreed upon by LESSOR and LESSEE. LESSOR agrees and acknowledges that the using agency has no authority to initiate or authorize change orders to the Work. All change orders to the Work must be signed and authorized by the Department of General Services, Bureau of Real Estate and/or Bureau of Public Works. Any change orders which exceed $5,000.00 and all change orders when the aggregate of change orders will exceed $50,000.00 must also be signed and authorized by the Commonwealth 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 alterations to the PREMISES outside of the scope of the 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. Except as otherwise provided herein, LESSEE shall not make, or permit to be made, any alterations, improvements or additions to the PREMISES without the prior written consent of the LESSOR, which consent shall not be unreasonably withheld. All alterations, improvements or additions to the PREMISES shall comply with all applicable laws. Except as otherwise provided herein, LESSOR shall not make, or permit to be made, any alterations, improvements or additions to the PREMISES without the prior written consent of the LESSEE. All alterations, improvements or additions to the PREMISES shall comply with all applicable laws. In all its procurement documents for renovations to the PREMISES, the LESSOR shall require that any insulation provided for the renovations must contain the minimum percentage of postconsumer recovered paper or recovered material as shown below for the applicable product: MATERIAL TYPE PERCENTAGE BY WEIGHT Cellulose loose-fill and spray on 75% postconsumer recovered paper Perlite composite board 23% postconsumer recovered paper

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Plastic rigid foam, polyisocyanurate/ polyurethane: Rigid foam 9% recovered material Foam-in-place 5% recovered material Glass ridge foam 6% recovered material Phenolic ridge foam 5% recovered material Rock wool 75% recovered material "Postconsumer recovered paper" is defined as "Any paper, paperboard and fibrous wastes from retail stores, office buildings, homes and so forth, after they have passed through their end-usage as a consumer item including: used corrugated boxes; old newspapers; old magazines; mixed waste paper; tabulating cards and used cordage; as well as all paper, paperboard and fibrous wastes that enter and are collected from municipal solid waste." "Recovered materials" is defined as "Waste material and byproducts which have been recovered or diverted from solid waste, but such term does not include those materials and byproducts generated from, and commonly reused within, an original manufacturing process." The lessor shall require the contractor to provide the LESSOR with documentary evidence that the insulation provided for the renovations was produced with the required minimum percentage of postconsumer recovered paper or recovered material.

14. CONFLICT BETWEEN LEASE AND SPECIFICATIONS. To the extent that there are any conflicts between the requirements in Paragraphs 12 “Maintenance,” Paragraph 13 “Construction or Additional Alterations” and the plans and/or specifications “Exhibit A,” the LESSOR shall maintain/construct the PREMISES in accordance with the stricter standard.

15. COMPLETION. AFTER receipt of a fully executed copy of this LEASE, LESSOR agrees:

a) Within __________ (____) days, to furnish the using agency detailed plans, specifications, drawings and other relevant construction documents (collectively “Documents”) pertaining to the construction of and/or renovation of the PREMISES. Within thirty (30) days the using agency shall review and approve or reject the Documents. The approved Documents shall become Exhibit A to this LEASE and replace those plans and specifications that were attached as Exhibit A at the time of execution of the LEASE. If in the event the using agency review exceeds thirty (30) days the Completion schedule shall be extended accordingly to incorporate the number of days exceeding the initial thirty (30) day review period.

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b) Within _________ (____) days of using agency approval of the Documents, to commence construction and/or renovation of the PREMISES.

c) Within _________ (____) days of commencement of construction, to

complete all construction and/or renovation work in accordance with the approved Documents including final clean-up and the securing of all occupancy licenses or permits required by any governmental entity for occupancy. d) The entire project shall be completed within _____________(___) days. ___(DATE)______ e) Upon completion of construction/renovation and preparation of the PREMISES so that it is ready for occupancy, LESSOR, at its sole expense, shall:

1) Arrange for field measurements of the PREMISES and verification of the total usable area in the building by a licensed architect and/or engineer. 2) Provide LESSEE with a written certificate from the architect/engineer that shall include a sealed set of drawings showing, in red, any changes in the dimension of the PREMISES in the total usable area of the building from the last set of drawings which the LESSOR provided to the Commonwealth's Bureau of Real Estate. The certificate shall: (i) include the date(s) when the measurements were done; (ii) specify the usable area in the PREMISES and the entire building; and (iii) state that the usable area was determined based upon the Commonwealth's usable area definition. The certificate must be signed by the architect/engineer and bear his seal. 3) At LESSEE's request, furnish complete as-built drawings of the completed structure in autoCAD version 12.0 on a 3 1/2 inch floppy diskette, and hard copy, drawn to a minimum 1/8 inch -- 1 foot scale.

Time is of the essence. If LESSOR fails or refuses to comply with provisions a), b), c), or d) of this paragraph, LESSEE, after giving LESSOR thirty (30) days' notice in writing, shall have the right to terminate this LEASE and/or exercise any other remedy it may have under the LEASE or at law. Furthermore, in addition to these rights, LESSOR shall pay LESSEE, at LESSEE's option, as liquidated damages, one percent of the annual rental of this LEASE for each and every day the PREMISES are not ready for occupancy by the date provided for in provision c) above.

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No rents shall be due or payable until the construction/renovations required under Paragraph 12 are substantially completed as determined by the Using Agency in accordance with the Plans and Specifications listed in Exhibit A and LESSOR has complied with Provisions a), b), c), and d) of this paragraph. Upon completion of the construction/renovations, the Using Agency shall provide the Department of General Services', Bureau of Real Estate, with written verification of construction and/or renovations. It is further understood that in accordance with Paragraph 2 hereof, the commencement date of this LEASE will be automatically changed to the date of acceptance of the construction and/or renovations and LESSOR compliance with provisions a), b), c), and d) of this paragraph. The termination date and the beginning and expiration date of any renewal terms shall also be automatically changed.

The Commonwealth shall receive any net useable square feet within the

leased premises in excess of that stated in the LEASE free of any and all costs or charges.

In the event there is less net usable square feet than stated in the LEASE the Commonwealth shall pay only for the net useable square feet provided and/or shall have the option to exercise its rights under the LEASE if it deems, in its sole judgment, that the amount of net usable square feet being provided is insufficient to meet its needs.

16. 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, 43 P.S. § 165-1 et seq., 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, that is attached to, and made a part of the lease as Exhibit “D”.

c. These requirements apply to work performed in the construction

of the building, substantial rehabilitation of the building and/or

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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. 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 at 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

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tenant in the facility. (iii) The crafts and classifications of 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 their 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 a 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 a

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 (43 P.S. §§ 90.1-90.10), 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 for employee benefits which the Secretary of Labor

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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 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 earnings resulting therefrom.

l. LESSOR shall require its contractor(s) and each subcontractor to

file a statement each week and a final statement at the conclusion of the work on the contract under oath, and in form satisfactory to the Secretary, certifying that workers have been paid wages in strict conformity with the provisions of the contract as prescribed by this provision or if wages remain unpaid to set forth the amount of wages due and owing to each worker respectively.

m. The provisions of the Prevailing Wage Act (43 P.S. §§ 165-1

through 165-17) and the regulations issued thereto (34 Pa. Code §§ 9.101 through 9.112) are incorporated by reference in the LEASE.

n. As used in this paragraph, “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 LESSEE.

o. As used in this paragraph, “substantial alterations” are those

alterations to an existing facility by LESSOR in accordance with the specifications, plans, or drawings contained in the LEASE or where the final plans, drawings or specifications must be reviewed and approved by LESSEE.

17. INSURANCE. LESSOR shall procure and maintain at its expense, the following types of insurance, issued by companies acceptable to LESSEE and authorized to conduct such business under the laws of the Commonwealth of Pennsylvania:

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

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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 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 $500,000.00 each person and $2,000,000.00 each occurrence, personal injury and property damage combined. Such policies shall be occurrence rather than claims-made policies and shall name the Commonwealth of Pennsylvania as an additional insured.

Prior to occupancy of the PREMISES, LESSOR shall provide LESSEE with current certificates of insurance. These certificates shall contain a provision that the coverage afforded under the policies will not be canceled or changed until at least thirty (30) days' written notice has been given to LESSEE.

18. HOLD HARMLESS. LESSOR shall save and hold harmless LESSEE, and its officers, agents and employees or any of them 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 under this LEASE, except such services as are properly performed at the express direction of LESSEE;

b. any actual or alleged defective, dangerous or untenantable condition of the PREMISES.

c. violations of, or noncompliance of the PREMISES with, any statute, ordinance, rule or regulation of any governmental authority.

19. ENCUMBRANCES. LESSOR covenants that it has good and clear title

to the PREMISES or that it has the right and authority from the owner of the PREMISES to lease the Premises. LESSOR covenants that LESSEE shall enjoy peaceful and uninterrupted possession of the PREMISES during the term of this LEASE. LESSOR shall provide LESSEE and any mortgagee that may hold an encumbrance against the PREMISES, an estoppel certificate or Non-Disturbance and Attornment Agreement with respect to matters related to this LEASE and/or the status of performance of obligations by the parties under this LEASE.

20. 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

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PREMISES for its operations, the LESSOR, after notice from the LESSEE of the condition shall have sixty (60) 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 sixty (60) days, or if LESSOR fails to make reasonable progress during the sixty (60) day period, as determined by LESSEE in its sole discretion, LESSEE may, at its option: a.) terminate this LEASE by giving LESSOR thirty (30) days' written termination notice or b.) after first giving LESSOR fifteen (15) 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 untenantable 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 untenantable.

21. 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.

22. REMEDY. Upon the occurrence and during the continuance of an Event of Default, LESSEE may, after giving LESSOR thirty (30) days' written notice (during the thirty (30) 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.

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

23. REGULATIONS. With full understanding by LESSOR of the intended use of the PREMISES by LESSEE, LESSOR agrees to make the PREMISES conform to all governmental zoning and occupancy rules and regulations and be approved by the Department of Labor and Industry, in addition to any other local, state, federal or governmental agencies having jurisdiction for regulations covering occupancy, fire and panic, toilet rooms, safety, chemical or other codes pertaining to the property.

LESSOR, at its sole expense, shall promptly take action to comply with changes in any code or regulation requirements when such changes occur in local, state or federal codes or regulations during the term of the LEASE and any renewal thereof. If such changes result from the use of the PREMISES by LESSEE, LESSEE shall reimburse LESSOR for the reasonable costs of compliance.

24. VENDING. The Commonwealth reserves the right to install and operate vending machines on the PREMISES without any additional payment to LESSOR or any sharing of the income derived from the operation of the vending machines. LESSOR shall not install or operate any vending machines in the PREMISES unless requested by the using agency. If the PREMISES is located in a multi-tenant building, LESSOR may install vending machines in the common areas of the building. All receipts from the operation of vending machines, after costs of goods sold, and all commissions paid by a commercial vending concern shall accrue to the licensed blind vendor operating a vending facility on the PREMISES or, if none, to the Employment Fund for the Blind. 25. RECYCLING. LESSOR will provide a collection system, to be pre-approved by the LESSEE, for the removal of recyclable materials from the PREMISES in compliance with local codes and ordinances, and Act 101 of 1988. LESSOR must provide suitable containers, dumpsters, etc., for collecting and storing recyclable materials in the PREMISES and on LESSOR's property. LESSOR will assume all costs related to the disposal and removal of recyclable materials unless LESSEE notifies LESSOR in writing of its intention to do so.

26. 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.

27. ASBESTOS. LESSOR hereby agrees to strictly adhere to the provisions of Exhibit "C" to this LEASE. In addition, LESSOR further agrees to protect,

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indemnify and save harmless LESSEE from and against any and all liabilities, losses, damages, costs, expenses, cause of action, suits, claims, demands or judgments of any nature arising from any injuries to, or the death of any person growing out of or connected with the presence of asbestos in the PREMISES.

28. NO 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.

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

30. COMPLIANCE WITH LAWS. LESSOR agrees to comply with all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations and ordinances affecting the PREMISES.

31. DISPUTES. In the event that any dispute arises between the parties under this LEASE, the using agency shall make a determination in writing of its interpretation and shall send the same to LESSOR. That interpretation shall be final, conclusive, and binding on LESSOR and unreviewable in all respects unless LESSOR shall within thirty (30) days of the receipt of said writing deliver to the Director, Bureau of Real Estate, Department of General Services, a written appeal. The decision of the Director of the Department of General Services' Bureau of Real Estate on any such appeal shall be final and non-appealable unless the LESSOR or Using Agency appeals that decision to the Deputy Secretary for Property Management, Department of General Services, within thirty (30) days after receipt of the decision of the Director of the Bureau of Real Estate. LESSOR shall thereafter with good faith and diligence render such performance as has been determined is required of it. LESSOR'S sole option with respect to any such decision shall be either:

a. to accept said decision as a correct and binding interpretation of the LEASE; or

b. to make such claim as it may desire to the Commonwealth's Board of Claims pursuant to the Act of May 20, 1937, P.L. 728, No. 193, as amended. (72 P.S. Section 4651-1 et. seq.)

Pending a final judicial resolution of any such claim filed with said Board, LESSOR shall proceed diligently and in good faith with the performance of this LEASE as interpreted by LESSEE. 32. ASSIGNMENT. LESSOR may not assign this LEASE without the prior written approval of LESSEE, which approval shall not be unreasonably withheld.

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Use of the PREMISES by another Commonwealth agency shall not be deemed a sublease or assignment and shall not require the consent or approval of LESSOR.

33. BINDING SUCCESSOR AND ASSIGNS. All rights and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the several respective successors and assigns of the said parties.

34. CONTRACTOR INTEGRITY PROVISIONS. LESSOR agrees to comply with the Contractor Integrity Provisions that follow:

a. Definitions.

1) 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.

2) 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 pre-qualification, bid proposal, or contractual terms, the Commonwealth shall be deemed to have consented by virtue of execution of this LEASE. 3) 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 5% interest.

4) Financial Interest means:

a) Ownership or more than a five percent interest in any business; or

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

5) 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.

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b. 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.

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

d. 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 this decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty by any officer or employee of the Commonwealth.

e. 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.

f. Except with the consent of the Commonwealth, neither the Contractor nor anyone in privity with him or her 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 LEASE except as provided therein.

g. 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.

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

i. The Contractor, by execution of this LEASE and by the submission of any bills or invoices for payment pursuant thereto, certifies and represents that he or she has not violated any of these provisions.

j. The Contractor, upon the inquiry or request of the Inspector General of the Commonwealth or any of that official's agents or representatives, shall provide, or if appropriate, make promptly available for inspection or copying, any information of any type or form

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deemed relevant by the Inspector General to the contractor's integrity or responsibility, as those terms are defined by the Commonwealth's statutes, regulations, or management directives. Such information may include, but shall not be limited to, the contractor's business or financial records, documents or files of any type or form which refer to or concern this agreement. Such information shall be retained by the contractor for a period of three years beyond the termination of the contract unless otherwise provided by law.

k. 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.

The Contractor shall preserve books, documents, and records sufficient to justify the charges billed the Commonwealth for three years after expiration of the contract, or until all questioned items are resolved after the services are furnished under this Contract. The Contractor shall give full and free access to all records to the Commonwealth and/or their authorized representatives.

35. NONDISCRIMINATION/SEXUAL HARASSMENT CLAUSE. LESSOR shall

comply with all applicable provisions of the state and federal constitution, laws, regulations and judicial orders pertaining to nondiscrimination/sexual harassment and equal employment opportunity, including the provisions of the Nondiscrimination/Sexual Harassment Clause that follows:

a. In the hiring of any employee(s) for the manufacture of supplies, performance of work, or any other activity required under the contract or any subcontract, the contractor, subcontractor, or any person acting on behalf of the contractor or subcontractor shall not, by reason of gender, race, creed, or color, discriminate against any citizen of this Commonwealth who is qualified and available to perform the work to which the employment relates.

b. Neither the contractor nor any subcontractor 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 the contract on account of gender, race, creed, or color.

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c. Contractors and subcontractors shall establish and maintain a written sexual harassment policy and shall inform their employees of the policy. The policy must contain a notice that sexual harassment will not be tolerated and employees who practice it will be disciplined.

d. Contractors shall not discriminate by reason of gender, race, creed, or color against any subcontractor or supplier who is qualified to perform the work to which the contract relates.

e. The contractor and each subcontractor shall furnish all necessary employment documents and record to and permit access to their books, records, and accounts by the contracting agency and the Bureau of Contract Administration and Business Development, for purposes of investigation, to ascertain compliance with provisions of this Nondiscrimination/Sexual Harassment Clause. If the contractor or any subcontractor does not possess documents or records reflecting the necessary information requested, the contractor or subcontractor shall furnish such information on reporting forms supplied by the contracting agency or the Bureau of Contract Administration and Business Development.

f. The contractor shall include the provisions of this Nondiscrimination/Sexual Harassment Clause in every subcontract so that such provisions will be binding upon each subcontractor.

g. The Commonwealth may cancel or terminate the contract, and all money due or to become due under the contract may be forfeited for a violation of the terms and conditions of this Nondiscrimination/Sexual Harassment Clause. In addition, the agency may proceed with debarment or suspension and may place the contractor in the Contractor Responsibility File. 36. ACCESSIBILITY TO THE PREMISES BY INDIVIDUALS WITH

DISABILITIES. LESSOR shall be responsible for, and shall bear the financial burden for, ensuring that the PREMISES comply with the building accessibility requirements of the Americans with Disabilities Act and its title II regulations as well as the Universal Accessibility Act (Act of September 1, 1965, P.L. 459, No. 235) and its implementing regulations. LESSOR's responsibilities shall include, but shall not be limited to, removal of any structural or communication barriers for accessibility to the PREMISES by individuals with disabilities and providing auxiliary aids and services as required. LESSEE shall only be responsible for providing program accessibility to individuals with disabilities unless alterations, improvements and additions to the PREMISES are required in order to provide program accessibility, in which case, LESSOR shall be responsible. LESSOR shall defend any suit or

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proceeding brought against LESSEE on account of any alleged violation of any federal or state statute or regulation relating to accessibility to buildings by individuals with disabilities. LESSOR shall indemnify and hold LESSEE harmless from any and all damages, costs and expenses, awarded therein against LESSEE.

LESSOR understands and agrees that pursuant to federal regulations promulgated under the authority of The Americans With Disabilities Act, 28 C.F.R. Section 35.101 et seq., 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 this 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 of Pennsylvania through contracts with outside contractors and lessors.

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

37. CONTRACTOR RESPONSIBILITY PROVISIONS. For the purpose of these provisions, the term contractor is defined as any person, including, but not limited to, a bidder, offeror, loan recipient, grantee, or subgrantee, who has furnished or seeks to furnish goods, supplies, services, or leased space, or who has performed or seeks to perform construction activity under contract, subcontract, grant, or subgrant with the Commonwealth, or with a person under contract, subcontract, grant, or subgrant with the Commonwealth or its state affiliated entities, and state-related institutions. The term contractor may include a permittee, licensee, or any agency, political subdivision, instrumentality, public authority, or other entity of the Commonwealth.

a. The contractor must certify, in writing, for itself and all its subcontractors, that as of the date of its execution of any Commonwealth contract, that neither the contractor, nor any subcontractors, nor any suppliers are under suspension or debarment by the Commonwealth or any governmental entity, instrumentality, or authority and, if the contractor cannot so certify, then it agrees to submit, along with the bid/proposal, a written explanation of why such certification cannot be made.

b. The contractor must also certify, in writing, that as of the date of its execution, of any Commonwealth contract it has no tax liabilities or other Commonwealth obligations.

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c. The contractor’s obligations pursuant to these provisions are ongoing from and after the effective date of the contract through the termination date thereof. Accordingly, the contractor shall have an obligation to inform the contracting agency if, at any time during the term of the contract, 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 15 days of the date of suspension or debarment. d. The failure of the contractor to notify the contracting agency of its suspension or debarment by the Commonwealth, any other state, or the federal government shall constitute an event of default of the contract with the Commonwealth.

e. The contractor agrees to reimburse the Commonwealth for the reasonable costs of investigation incurred by the Office of State Inspector General for investigations of the contractor’s compliance with the terms of this or any other agreement between the contractor and the Commonwealth, which results in the suspension or debarment of the contractor. Such costs shall include, but shall not be limited to, salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The contractor shall not be responsible for investigative costs for investigations that do not result in the contractor’s suspension or debarment.

f. The contractor may obtain the current list of suspended and debarred Commonwealth contractors by either searching the internet at http://www.dgs.state.pa.us/debarment.htm or contacting the: Department of General Services Office of Chief Counsel 603 North Office Building Harrisburg, Pennsylvania 17125 Telephone No. (717) 783-6472 FAX No. (717) 787-9138 38. NOTICE. 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, via registered or certified mail. If to LESSOR, in an envelope addressed to the attention of: _________________________________ _________________________________

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http://www.dgs.state.pa.us/debarment.htm

_________________________________

If to LESSEE, in an envelope addressed to the attention of: Director Bureau of Real Estate Department of General Services 505 North Office Building Harrisburg, Pennsylvania 17125

39. EXHIBITS AND ADDENDA PART OF LEASE. Included in and made a part of this LEASE, whether or not referred to in the body of this LEASE and with the same force and effect as though fully set forth hereto are Exhibits "A” through "D".

40. CANCELLATION OF CURRENT LEASE BETWEEN PARTIES (# ). LEASE between the parties hereto, dated _________, and beginning __________, is hereby canceled as of ________, only if (1) this LEASE is approved by the Board of Commissioners of Public Grounds and Buildings before ________, and (2) any construction, renovations or improvements which are required are completed and accepted before then. If either the date of approval by the Board of Commissioners of Public Grounds and Buildings or the date of completion/acceptance of any construction, renovations or improvements occur on or after _________, then the LEASE dated ________ and beginning _________, is hereby canceled as of the later of: (1) the date of Board approval, and (2) the date of completion/acceptance.

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IN WITNESS WHEREOF, the parties hereto have duly executed these presents, and

intend to be legally bound thereby, the day and year first above written. ATTEST: ____________________________________ _________________________________ Lessor

COMMONWEALTH OF PENNSYLVANIA Acting Through

DEPARTMENT OF GENERAL SERVICES ATTEST:

____________________________________ By________________________(SEAL) Secretary of General Services BOARD OF COMMISSIONERS OF PUBLIC GROUNDS AND BUILDINGS ____________________________________ _______________________________ STATE TREASURER GOVERNOR

APPROVED AS TO FORM AND LEGALITY OFFICE OF GENERAL COUNSEL OFFICE OF ATTORNEY GENERAL By________________________________ By_____________________________ _____________________________, ____ __________________________, ____

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EXHIBIT B

GENERAL INFORMATION

The janitorial service will provide all of the equipment and supplies to meet the cleaning requirements. (See chart)

The janitorial service will also supply the following:

Liquid hand soap Toilet tissue Liners for sanitary napkin receptacles Paper towels Sanitary napkins Paper cups (if necessary)

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JANITORIAL SPECIFICATIONS

General Office Cleaning

Daily

Weekly

Monthly

Four Months

Semi- Annually

Annually

As Needed

Other

1. Empty all waste receptacles. Replace plastic liners. Remove trash to designated area.

X

2. Clean trash cans.

X

3. Maintain separation and removal of recyclables in accordance with local agreement.

X

4. Empty and clean ashtrays.

X

5. Clean and polish water coolers.

X

6. Thoroughly clean entrance doors (inspect daily).

X

7. Clean window glass on inside and outside of entrance doors and reception partition.

X

8. Dust woodwork, files, bookcases, partitions, ledges, window sills, desks and work stations and other office furniture and equipment.

X

9. Clean passenger elevator walls.

X

10. Dust venetian blinds with treated cloth.

X

11. Vacuum upholstered furniture.

X

12. Wash all window glass inside and out.

X

13. Wash venetian blinds.

X

14. Dust all grills, vents, louvers and diffusers.

X

15. Wash all grills, vents, louvers, diffusers and fluorescent lights and covers.

X

16. Wash all doors and door knobs.

X

17. Spot clean doors, handles & metal surfaces.

X

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Rest Room Cleaning

Daily

Weekly

Monthly

Four Months

Semi- Annually

Annually

As Needed

Other

1. Wash sinks, urinals, and toilet bowls using scouring powder to remove stains, clean under sides, wash both sides of toilet seats and tile walls near urinals with disinfectant.

X

2. Empty, clean and reline all sanitary napkin receptacles.

X

3. Fill and maintain mechanical operation of all toilet tissue dispensers, sanitary napkin dispensers, towel, soap, and paper cup dispensers. Ensure that replacement supplies are available to CAO staff.

X

4. Polish flushmaster, piping, toilet hinges, dispensers, and other metal work in rest rooms.

X

5. Clean shower stalls. X

6. Wash tile walls, stall partitions and fixtures with disinfectant.

X

7. Polish mirrors.

X

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Office Floors

Daily Weekly

Monthly

Four Months

Semi- Annuall

y

Annuall

y

As Needed

Other

1. Sweep and wet mop tile floors in kitchen, worker entrance area, client and worker traffic areas and the elevator. Vacuum these areas if carpeted.

X

2. Sweep and wet mop/vacuum all other floors in the general office area.

X

3. Sweep floors and stairs in stair wells.

X

4. Spot clean carpets or tile floors including stair wells and elevators.

X

5. Apply nonskid wax and buff tile floors.

X

6. Strip all tile floors of old finish and apply two coats of antiskid wax and buff.

X

7. Steam clean carpeting in high traffic areas identified in No. 1 above.

X

8. Steam clean carpeting in low traffic areas identified in No. 3 above.

X

29


Kitchen Cleaning

Daily Weekly

Monthl

y

Four Months

Semi- Annuall

y

Annuall

y

As Needed

Other

1. Wash all counter surfaces, sinks, and table tops.

X

2. Wipe with a damp cloth the refrigerator doors and microwave doors and the stove.

X

3. Clean the interior of the refrigerator, stove, microwave per local plan.

X

4. Clean kitchen cabinets.

X

30


Office Walls and Ceilings

Daily

Weekly

Monthl

y

Four Months

Semi- Annuall

y

Annuall

y

As Needed

Other

1. Dust all ceilings. X

2. Dust walls removing and cleaning pictures, charts, etc.

X

3. Wash walls and woodwork if appropriate as per local agreement.

X

4. Spot clean ceiling tiles, walls and woodwork.

X

31


Other Cleaning

Daily Weekly

Monthl

y

Four Months

Semi- Annuall

y

Annuall

y

As Needed

Other

1. Clean janitor’s sink and neatly store cleaning equipment and supplies in designated locations.

X

2. Replace light bulbs.

X

32

EXHIBIT C

ASBESTOS

1. LESSOR certifies that an asbestos survey has been completed relative to the entire building in which the space is located in accordance with the following criteria:

a. Building(s) must be inspected by PAL&I-certified inspector(s), each

with a minimum of one (1) year experience in conducting building inspections for asbestos-containing materials (ACM).

b. Samples must be collected and analyzed in numbers no less stringent

than AHERA guidelines.

c. Sample analysis must be performed by laboratory(ies) accredited under the NVLAP program for asbestos bulk sample analysis.

d. All suspect materials must be analyzed for asbestos, except for the

following:

(1) Roofing materials (2) Undamaged firedoors (3) Exterior siding

Suspect materials not analyzed must be reported as “assumed-ACM”. e. Physical and hazard assessments of all ACM and assumed-ACM must

be performed by PAL&I-certified management planner(s), each with a minimum of one year experience in preparing management plans for ACM in buildings.

Two complete copies of the management plan, including a completed Table C-1, must be submitted to LESSEE for review prior to the issuance of a lease. The management plan must include copies of all bulk sample analysis results, floor plans or diagrams indicating the location of all ACM and assumed-ACM, and explicit recommendations for each area of ACM found or assumed. Table C-1 must list all materials tested or assumed, regardless of the results. For materials verified by laboratory analysis to be non-ACM, only the first four (4) columns of Table C-1 must be completed.

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2. LESSOR agrees that any and all recommendations made by the professional preparing the above management plan to repair, remove, encapsulate, or otherwise abate any or all ACM or assumed-ACM in the building(s) will be completed prior to occupancy by LESSEE. As a minimum requirement, all ACM or assumed-ACM with any degree of damage must be restored to an undamaged condition prior to occupancy of the premises by LESSEE. LESSEE will not be responsible for any expenses incurred in complying with the recommended actions, or for lease payments prior to occupancy. This work must be completed in accordance with the following criteria:

a. LESSOR will notify LESSEE of all asbestos-related work, in writing, at

least twenty (20) days prior to commencement of such work. When responding to emergency situation, notification to the LESSEE must occur as soon as possible, but no later than 12 hours after commencement of the work.

b. Abatement contractor must be PAL&I-certified as a contractor and have

a minimum of two (2) years experience in performing asbestos abatement work.

c. Workers must be PAL&I-certified as asbestos abatement workers.

d. Workers must be supervised by a PAL&I-certified abatement supervisor

with a minimum of one (1) year experience in asbestos abatement.

e. The services of an independent consulting firm must be retained during the course of abatement to monitor the contractor’s performance, conduct air monitoring both inside and outside of critical barriers each day abatement is conducted, and conduct clearance testing.

f. Daily air monitoring will consist of collecting a minimum of two (2)

samples inside, and two (2) outside, each individual work area. Sample volume must exceed 1800 liters and analysis should be by phase contrast microscopy using NIOSH 7400 performed by an AIHA-accredited laboratory. Analysis results greater than or equal to .01 fibers per cubic centimeter for samples collected outside of the critical barriers will require prompt action on the part of the LESSOR, at the LESSOR’S sole cost, to protect LESSEE’S employees health and safety.

g. For clearance testing of projects involving the disturbance of a quantity

of ACM or assumed-ACM less than or equal to 160 square feet of 260 linear feet, five (5) samples must be collected and analyzed by phase contrast microscopy using NIOSH 7400 performed by an AIHA-accredited laboratory. The volume of each sample must exceed 1800 liters. Analysis results greater than or equal to .01 fibers per cubic

34

centimeter for any of the samples will result in failure of the testing, and will require recleaning until all five (5) sample results are less than .01 fibers per cubic centimeter.

h. For clearance testing of projects involving the disturbance of a quantity

of ACM or assumed-ACM greater than 160 square feet of 260 linear feet, the guidelines of 40 CFR Part 763, Subpart E, Appendix A, Section IV (Mandatory Interpretation of Transmission Electron Microscopy Results to Determine Completion of Response Actions) shall apply.

i. Verbal results of clearance monitoring following abatement must be

provided to LESSEE prior to removal of primary barriers. In addition, copies of all air monitoring results and hygienist’s reports must be delivered to LESSEE within thirty (30) days following completion of any abatement action.

This work must be completed, and written certification by the LESSOR’S consultant provided, within thirty (30) days prior to the date LESSEE would otherwise take possession of the premises. LESSEE may elect to terminate this lease by written notice to the LESSOR if these requirements are not met. 3. LESSOR further agrees that during the period of time that the building(s) contains damaged ACM or damaged assumed-ACM in any form, air monitoring will be conducted at approximately one (1) month intervals, at the LESSOR’S sole expense. Air monitoring shall begin within seventy two (72) hours following discovery by, or notification to, the LESSOR that damaged ACM or damaged assumed-ACM exits. One sample for each 10,000 square feet of floor area must be collected, with a minimum of three (3) samples collected and analyzed per air monitoring interval. Sample volume must exceed 1800 liters and analysis should be by phase contrast microscopy using NIOSH 7400 or equivalent performed by an AIHA-accredited laboratory. Verbal results of air monitoring must be provided to LESSEE within forty eight (48) hours of the laboratory’s notification to the LESSOR, with copies of the written laboratory report to follow within fifteen (15) days. Analysis results greater than or equal to .01 fibers per cubic centimeter in any sample will require action, within forty eight (48) hours, on the part of the LESSOR and at the LESSOR’S sole cost, to protect LESSEE’S employees by undertaking during non-working hours the following:

a. Repair all damaged ACM and damaged assumed-ACM, and remove all debris suspected of containing asbestos.

b. Remove and replace damaged ACM and damaged assumed-ACM with

other appropriate building materials and restore the building to a safe condition, or

35

c. Encapsulate, enclose, encase, or other appropriate containment method on the damaged ACM and damaged assumed-ACM.

This work must be completed in compliance with the criteria listed in Section 2. In addition to the LESSOR’S testing responsibility, LESSEE retains the right to collect any samples and conduct any testing. Regardless of air monitoring results, all damaged ACM and damaged assumed-ACM must be repaired to abated within sixty (60) days from the date of discovery by, or notification to, the LESSOR. If the required repairs or abatement is not completed within this time period, LESSEE may either terminate this lease immediately without prior notice, or make any changes, repairs, and alterations LESSEE deems necessary to protect the health and safety of its employees. b. LESSEE shall be entitled to claim from LESSOR all consequential damages arising out of LESSOR’S breach of warranty and representations contained in this Exhibit. Furthermore, if LESSEE or its agents repair or abate ACM and assumed-ACM pursuant to this Exhibit, LESSOR shall reimburse LESSEE, within fifteen (15) days, for all costs and expenses associated therewith, including, but not limited to costs of repair, abatement and disposal of ACM and assumed-ACM, costs of restoration, costs of air quality and materials testing and analysis, relocation and incremental rental expenses, and related fees of consultants and experts.

LESSOR agrees to abide by all applicable federal, state, and local regulations. LESSOR further agrees to protect, indemnify and save harmless LESSEE from and against any and all liabilities, losses, damages, costs, expenses, causes of action, suits, claims, demands or judgments of any nature arising from any injuries to, or death of any person growing out of or connected with the presence of asbestos in the demised premises.

36

Table C-1, Page, Page ______ of ______ Summary of Tested and Assumed Materials

Room Number(s)

Description of

Material

Percent Asbestos

Material Condition

Material Quantity

RecommendedAction

37

Commonwealth of Pennsylvania

Form Revised 10/05/07 Page 1 of 1

Date: 10/25/2007 Subject: Real Estate Transaction Management & Brokerage Services RFP

Solicitation/Bid Number: CN00026690 Opening Date/Time: November 20, 2007 at 1:30 pm Addendum Number: #1

To All Suppliers: The Commonwealth of Pennsylvania defines a “Flyer” as an addition to or amendment of the original terms, conditions, specifications, or instructions of a procurement solicitation (e.g., Invitation for Bids or Request for Proposals). List any and all changes: Bid Opening Time: 1:30 pm For electronic solicitation responses via the SRM portal:

• Attach this flyer to your solicitation response. Failure to do so may result in disqualification. • To attach the Flyer, download the Flyer and save to your computer. Move to ‘MY Notes”, use the “Browse”

button to find the document you just saved and press “Add” to up load the document. • Review the Attributes section of your solicitation response to ensure you have responded, as required, to any

questions relevant to flyers issued subsequent to the initial advertisement of this bid opportunity. For solicitations where a “hard copy” (vs. electronic) response is requested:

• Attach this flyer to your solicitation response. Failure to do so may result in disqualification. • If you have already submitted a response to the original solicitation, you may either submit a new response, or

return this flyer with a statement that your original response remains firm, by the due date to the following address:

PA Dept. of General Services, Attn: Jennifer Fishel, Forum Place 6th Floor, 555 Walnut Street, Harrisburg, PA 17101

Except as clarified and amended by this Flyer, the terms, conditions, specifications, and instructions of the solicitation and any previous flyers, remain as originally written. Very truly yours, Name: Jennifer Fishel Title: Commodity Specialist Phone: 717-703-2937 Email: [email protected]

Commonwealth of Pennsylvania

Form Revised 10/05/07 Page 1 of 1

Date: 11/9/2007 Subject: Real Estate Transaction Management & Brokerage Services RFP

Solicitation/Bid Number: CN00026690 Opening Date/Time: November 20, 2007 at 1:30 pm

Flyer Number: #2 To All Suppliers: The Commonwealth of Pennsylvania defines a “Flyer” as an addition to or amendment of the original terms, conditions, specifications, or instructions of a procurement solicitation (e.g., Invitation for Bids or Request for Proposals). List any and all changes: In the Calendar of Events, the Answers to Potential Offeror questions posting has been changed from Tuesday, November 6, 2007 to Friday, November 09, 2007. Questions and Answers file. For electronic solicitation responses via the SRM portal:

• Attach this flyer to your solicitation response. Failure to do so may result in disqualification. • To attach the Flyer, download the Flyer and save to your computer. Move to ‘MY Notes”, use the “Browse”

button to find the document you just saved and press “Add” to up load the document. • Review the Attributes section of your solicitation response to ensure you have responded, as required, to any

questions relevant to flyers issued subsequent to the initial advertisement of this bid opportunity. For solicitations where a “hard copy” (vs. electronic) response is requested:

• Attach this flyer to your solicitation response. Failure to do so may result in disqualification. • If you have already submitted a response to the original solicitation, you may either submit a new response, or

return this flyer with a statement that your original response remains firm, by the due date to the following address:

PA Dept. of General Services, Attn: Jennifer Fishel, Forum Place 6th Floor, 555 Walnut Street, Harrisburg, PA 17101

Except as clarified and amended by this Flyer, the terms, conditions, specifications, and instructions of the solicitation and any previous flyers, remain as originally written. Very truly yours, Name: Jennifer Fishel Title: Commodity Specialist Phone: 717-703-2937 Email: [email protected]

CN00026690 Answers to Potential Offeror Questions

November 9, 2007

1. Question: How do you print the RFP? Answer: Under the Bidding Opportunities on the DGS website (http://www.dgsweb.state.pa.us/RTA/Search.aspx?cpg=3) search for Solicitation# CN00026690. When the results screen appears, click on the solicitation # CN00026690. Under the section Related Solicitation and Files, each file must be selected and printed individually. 2. Question: Is my company registered in SRM? Answer: Please call the SRM Helpline at 1-877-435-7363 and a customer service representative will inform you if your company has registered in the PA Supplier Portal.

3. Question: Should my company register in SRM by the bid closing date, November 20, 2007? Answer: Yes. 4. Question: What is my SRM number? Answer: Please call the SRM Helpline at 1-877-435-7363 and a customer service representative will provide you with your SRM number if one has been created.

Question: Is the CVMU vendor number the same as the SRM vendor number? Answer: Yes.