CHANGE Page 1 of 2 Contract No. 4600013211 Contract Original Approval Date: 03/13/2008

Purchasing Agent: All using Agencies of the Commonwealth, Participating Political Name: Jennifer Habowski Subdivision, Authorities, Private Colleges and Universities Phone: 717-703-2937 Fax: 717 213-9505 Your SAP Vendor Number With Us: 310353 Valid from/to: 02/01/2008 - 01/31/2010 Supplier Name/Address: SMITH MACK & CO INC Please Deliver To: GVA SMITH MACK DGS 880 E SWEDESFORD RD STE 100 515 North Office Building WAYNE PA 19087-2178 HARRISBURG PA 17125 Supplier Telephone No: 610-265-0600-331 USA Supplier Fax No.: 610-265-0618

Your Quotation: Date: Payment Terms: Collective No.: NET 30 Our Quotation:

The Commonwealth of Pennsylvania, through the Department of General Services, accepts the submission of the Bidder/Contractor for the awarded item(s) at the price(s) set forth below in accordance with: 1) the RFQ submitted by 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 of Contract as of the date of the RFQ, if any, or other solicitation for this Contract, all of which, as appropriate, are incorporated herein by reference. When the Bidder/Contractor receives an order from a Commonwealth agency, the order 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.

Item Material/Service Est Qty UOM Net Price Per Unit Total Desc 10 ACQUISITION 0.00 0.00 1 0.00 SERVICES ------20 DISPOSITION 0.00 0.00 1 0.00 SERVICES ------30 OTHER PORTFOLIO 0.00 0.00 1 0.00 TRANSACTION SERVICES ------General Requirements for all Items: Header Text

SEE LAST PAGE FOR ESTIMATED TOTAL VALUE INFORMATION

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCO_L, Version 1.0, Created on 05/27/2003, Last changed on 03/29/2005. CHANGE Page 2 of 2 Contract No. 4600013211 Contract Original Approval Date: 03/13/2008 Supplier Name: SMITH MACK & CO INC GVA SMITH MACK Item Material/Service Est Qty UOM Net Price Per Unit Total Desc 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: TIM PULTE GVA SMITH MACK 880 E. SWEDESFORD RD, STE 100 WAYNE, PA 19087 PHONE: 610-265-0600 FAX: 610-265-0618 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.

Estimated Total Value: $ 300,000.00 Currency: USD

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

In conjunction with Comprehensive REAL ESTATE SERVICES

November 20, 2007 Commonwealth of Pennsylvania Proposal for Real Estate Transaction Management & Brokerage Services – Solicitation # CN00026690

610.265.0600 gvasmithmack.com CN00026690

Section A. Table of Contents – Technical Proposal ...... Page 1

Section B. Required Submittals Proposal Cover Sheet Acknowledgement; Addendum 1

Section 1. Understanding the Problem ...... 2 Overview ...... 2 Approach to Scope of Services ...... 5

A. Acquisition Services ...... 5 Purchases, Leasing & Lease Renewals/Extensions

B. Disposition Services ...... 8 Leasing and Subletting, Lease Termination and Sale of Surplus Facilities

C. Other Portfolio Transaction Services ...... 17 Corporate Services ...... 17 a. Lease Portfolio Administration ...... 17 b. Project Management ...... 26 Property Management ...... 29 Consulting/Advisory ...... 32

Section 2. Offeror Qualifications ...... 33 A. Relevant Projects ...... 33 B. Description & History of the Firm...... 51

Section 3. Personnel Qualifications ...... 54

Section 4. Firm's Resources ...... 70

Page 1

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.

Commonwealth of Pennsylvania

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]

Form Revised 10/05/07 Page 1 of 1 CN00026690

Section 1. Understanding the Problem Overview Thank you for the opportunity to assist and consult the Commonwealth of Pennsylvania in its real estate transaction and brokerage needs.

GVA Smith Mack and Radnor Property Group (“RPG”) have assembled a team Our seasoned team of that will serve your best interests as you plan your real estate strategy. Our professionals brings a wealth of market seasoned team of professionals brings a wealth of market knowledge and a depth knowledge and a of experience with proven results to the project. depth of experience with proven results to We are enthusiastic to offer a comprehensive suite of services to assist the the project. Commonwealth, which we have outlined in this proposal. The team will stand ready to respond to each requirement as it arises over the three-year contract period. Our approach to any requirement will seek to determine which alternative will maximize the Commonwealth’s real estate asset value and provide for its short and long term occupancy needs.

Regardless of the final solution, the GVA Smith Mack/RPG Team offers the Commonwealth a full suite of corporate real estate services including investment sale/marketing disposition, tenant representation/lease negotiation, and project management/space programming. In addition, we provide in-depth real estate analysis including strategic planning, financial analysis and feasibility studies.

ABOUT GVA SMITH MACK

Experience, integrity, professionalism and determination are the keystones to our 22+ years of success in the commercial real estate market. Our entrepreneurial spirit is perhaps the main reason why several of the area’s most successful companies have chosen GVA Smith Mack to represent their interests.

GVA Smith Mack was founded in March 1984 by two principals, Sidney V. Smith, Jr., Jeffrey E. Mack, and soon joined by a third principal, H. Reid Blynn, Jr. – all native residents of Pennsylvania – who own the majority stake in the firm to this day. The firm specializes in commercial real estate brokerage as office and industrial sales and leasing consultants, exclusive agents for many rural, urban and suburban office complexes, and brokers for commercial investment properties and land sales. Experience, integrity, On a daily basis the firm is lead by Executive Managing Director, Timothy M. professionalism and Pulte. GVA Smith Mack has four additional partners: Neal F. Dangello, William determination are the keystones to our 23+ B. Elliman, Keri A. Lorenson, and James P. Mullarkey, Esq. In addition to the years of success in the seven partners, the company also employs twenty-five (25) full-time, licensed commercial real estate real estate agents in addition to approximately 20 clerical, administrative and market. professional staff – allowing the partners to be intimately involved with the company's clients. Our reputation, results, and integrity are second to none. High quality personal service is our product.

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GVA Smith Mack is an alternative to the national brokerage house. Its flexible structure allows us to work dynamically and make decisions in a manner which best serves the clients’ needs. Also GVA Smith Mack is proud to be the largest Pennsylvania-owned real estate brokerage firm with the most employees exclusively serving the Pennsylvania market. While one or two Philadelphia-based competitors rank close in employees, those employees serve other markets outside the state. Our other closest competitors are national “chains” who lack the local control and ownership GVA Smith Mack has to offer.

ABOUT RADNOR PROPERTY GROUP

To serve the Commonwealth in any possible real estate requirement which could arise over the next few years, GVA Smith Mack has teamed with Radnor Property Group, LLC, to complement our advisory and consulting services. RPG is a niche real estate development and advisory firm utilizing the founding partner’s twenty years of diverse experience in corporate real estate, entrepreneur development, and public sector economic development. This experience has resulted in the creation of a unique real estate company targeting economically viable projects and implementing economic development strategies supported by state, regional and local communities. RPG will develop for its own account or on behalf of others, in addition to providing consulting services to corporations, universities, and public/quasi-public entities. Potential services to the Commonwealth include:

Targeted Acquisitions and Development:

RPG focuses on opportunities supported by the Governor’s Economic Development Cabinet’s “Keystone Principles for Growth, Investment & Resource Conservation” establishing 10 principles for investment. They support redevelopment of property, concentrated development which is compact and conserves land, economic growth, restoration and enhancement of the environment (brownfield development), and utilization of efficient infrastructure.

Advisory Real Estate Services:

Consulting services for public sector, corporate and institutional clients providing in-depth real estate analysis, including strategic planning and financial analysis, feasibility analysis, entitlement assessment, approval process, land & building acquisition including due diligence assessment, development advisory services, contract & lease negotiations, client/user-group relations.

HISTORY OF COOPERATION

The leading principals of GVA and RPG have known each other for over 16 years and have worked on joint assignments with Grosvenor Investment Management US Inc. (a multibillion dollar international real estate investment and management company) during that period of time. By combining forces for the DGS endeavor the team combines the depth of experience of the largest PA owned and based real estate leasing and brokerage firm of GVASM with the unique and specialized real estate analysis expertise of RPG. GVASM is a deeply staffed and technology driven brokerage firm serving a diverse client base. RPG is a firm historically serving as a fiduciary for corporate and institutional clients in addition to possessing keen experience with the Commonwealth’s

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priorities in procurement efficiency, economic development and community development. Together our team will be able to hit the ground running as assignments are commenced with the ability to assess the strategic importance of each endeavor in relation to the Administration’s and DGS’s priorities.

VALUE ADDED

Our comprehensive real estate knowledge is a benefit in sale and leasing negotiations. GVA Smith Mack’s depth of experience in project leasing, tenant representation, project management, building acquisition, build-to-suits, finance, and corporate services affords its clients the most comprehensive skill set in representing the property owner.

GVA SMITH MACK CORPORATE REAL ESTATE INFORMATION MANAGEMENT SYSTEM

GVA Smith Mack’s Corporate Real Estate Services Division can help reduce real estate related operating costs by enabling companies to more effectively manage real estate portfolios, as well as transaction information, with the power and benefits of the internet. Historically, real estate, one of the largest fixed operating costs facing companies today, lacks the management that it needs in order to be cost effective.

GVA Smith Mack Corporate Real Estate uses an innovative, web-based real estate information management system to provide corporations with unprecedented power to view and manage their real estate through the Internet. The system enables the user to view data from any location, 24 hours a day, 7 days a week. GVA Smith Mack Corporate Real Estate provides the software system and set of related professional services designed to manage your portfolio of leased/owned properties and transactions more efficiently and cost effectively.

The rest of this proposal responds point-by-point in addressing the requirements of the Commonwealth’s Request for Proposal for Real estate Transaction Management and Brokerage Services.

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Approach to Scope of Services

The GVA Smith Mack/Radnor Property Group Team brings to bear a multidisciplinary approach to the full scope of services requested in the Commonwealth’s RFP for Real Estate Transaction Management and Brokerage Services, with particular strength in acquisition and disposition on behalf of real property owners and users as well as key expertise in financial valuation, marketing, structuring transactions, due diligence execution, and documentation and closing with the full array of services offered by the company.

To best serve the interests of the Commonwealth via the Department of General Services (“DGS”), GVA Smith Mack has partnered with Radnor Property Group to offer the best real estate advisory consulting services available. Altogether, this Team is comprised of approximately 30 Pennsylvania licensed real estate professionals and 20+ additional professional and administrative personnel located full-time in Pennsylvania. GVA Smith Mack employs 7 additional full-time staff in Delaware and New Jersey.

A. Acquisition Services

GVA Smith Mack has represented hundreds, if not thousands, of clients in real estate acquisition. Whether purchasing or leasing, GVA Smith Mack follows a structured method to identify and evaluate the clients’ needs and move through the research, site evaluation, decision-making and negotiation process and achieve superior results for our clients. With you throughout the life cycle, GVA Smith Mack also negotiates lease renewals and extensions on behalf of clients. Following is a high-level overview of our Tenant/Buyer Representation Process.

TENANT AND BUYER REPRESENTATION PROCESS

One of the results of completing many lease transactions on behalf of owners and tenants has been the evolution of a systematic approach to tenant representation. This approach eliminates wasted time and promotes the competition necessary to achieve the best possible results given the marketplace.

The process starts at the initial meeting and continues through occupancy. Although each transaction is unique and each therefore is approached differently, the following steps are taken in almost every lease process for which GVA Smith Mack represents the tenant in order to achieve the best results.

PROJECT DEFINITION & STRATEGIC FACILITITES PLANNING

The GVA Smith Mack/RPG Team and DGS will work together to define the project scope by identifying the criteria by which buildings are selected. This includes preferences for location, and the needs relating to space, term and building quality. Additionally, it is important to align the real estate objectives with corporate objectives such as future expansion needs to account for business growth, analysis of any potential mergers or acquisitions that might create potential consolidation opportunities and overall strategic planning.

1. Project Schedule – In order to negotiate a favorable lease it is important to have enough time. At the outset, GVA Smith Mack/RPG develops a project schedule with a timeline to follow. Additionally, the

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transaction will be managed using an online tool that streamlines the process, and makes collaboration easy.

2. Web Based Transaction Management – One of the unique tools GVA Smith Mack/RPG uses in its transaction management is a web-based system to track the project schedule, team tasks and supporting documents or files. At the beginning of the Tenant Representation Process, GVA Smith Mack/RPG will create a Project Management web page that all parties will be able to access via the internet. This page will include a simple task timeline, a digital file cabinet, a note tracking tool and internal team/project e- mailing capabilities. By utilizing this tool, DGS will be able to track the process, approve documents and maintain a sophisticated transaction file.

3. Space Program & Needs Analysis – GVA Smith Mack/RPG will work with DGS to analyze current and future space needs, taking in account growth projections and any special space programming requirements, such as regulated adjacencies. It is important for the team to discuss all of DGS’s needs in advance so that the transaction is tailored to its requirements. GVA Smith Mack/RPG has devised a tenant needs analysis questionnaire to assist DGS in defining and quantifying their needs.

4. Preliminary Project Budget – A preliminary budget will be created, and will project different renewal/relocation scenarios depending on timing, furniture need and data center requirements, if any.

5. Existing Lease Analysis & Current Needs - To determine DGS’s obligations under the existing lease, GVA Smith Mack/RPG starts with a lease abstract. We will analyze any existing options and begin discussions with the current landlord. It will be important to begin working with the landlord early so as to maintain any leverage.

6. Employee Residence Analysis & Labor Pool – If deemed necessary, employee residences are plotted on a map by zip code, allowing management to see which areas are more accessible or less accessible to its employees.

LOCATION & BUILDING ANALYSIS

During this phase the suitability of the buildings and locations are analyzed in order to achieve a best fit with the particular organizational and operational needs and desires.

1. Market Survey – GVA Smith Mack and GVA Worldwide has the best market knowledge in the business. All of the available office space in the area is catalogued in the GVA database. The worldwide real estate markets are in constant change, and it is important to maintain accurate market research. This includes investigating all economic aspects of the market. GVA Smith Mack/RPG will create a comprehensive market survey that include comparisons of infrastructure, tax rates, tax incentives, and county and other municipal programs for economic development.

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2. Building Inspections & Analysis - GVA Smith Mack/RPG will schedule and coordinate inspections of all of the targeted alternatives. It is often prudent to inspect a range of alternatives to achieve a better feeling of the market in general. Inspections can then be focused on a selected group of buildings in order to screen the proposed space, its layout, views, natural light, elevator exposure, etc. A comprehensive checklist has been devised in order to compare alternatives on an apples-to-apples basis and to ensure strict and total attention to detail. For example, this comparison includes accessibility by public and private transportation, fire and life safety, and ADA compliance.

3. Space Planning & Construction Pricing - In most cases GVA Smith Mack/RPG will be able to add, at no cost, a space planner to the team. The planner will work with DGS project management department to produce comparable space plans in competing buildings. A space planner or architects contribution to determine compliance with ADA, local fire codes or ability to meet fire and life safety concerns are often of great importance and can result in tremendous cost savings over the lease term.

Where applicable, GVA Smith Mack/RPG will retain construction contractors to submit competitive build- out estimates.

4. Request For Proposal - In coordination with DGS, GVA Smith Mack/RPG will draft a request for proposal. When submitted to developers this request ensures that all of DGS needs are addressed by each building. This approach allows for proposals and buildings to be fairly compared qualitatively and quantitatively.

ECONOMIC & OPERATIONS ANALYSIS

Within this phase, negotiations of most aspects of the transaction occur and a detailed financial comparison is made of the alternatives. The costs for each viable proposal are projected using a computer model and all costs are discounted to a constant dollar for accurate comparison.

1. Financial Comparison - Utilizing our proprietary software, GVA Smith Mack/RPG will compare the proposals on an economic basis. GVA Smith Mack/RPG will modify the model program in order to incorporate other costs that DGS may want to include or compare projections versus sales or revenue projections. From this analysis, GVA Smith Mack/RPG receives the foundation to begin final negotiations. A sample spreadsheet is enclosed in the Exhibit section.

2. Operations Analysis - The buildings' operations and services will be analyzed and compared. This analysis includes but is not limited to, HVAC systems and their norms of operation, building security, and overtime charges for additional services.

3. Building Ownership Stability – This is an important consideration when comparing services and the ability of the landlord to continue to provide them. The investment horizon of many owners is seven to ten years, the length of many leases; however, market conditions such as those in the Philadelphia CBD have shown that the horizon might be closer than you know. In the area of financial stability of ownership, the maxim "An ounce of prevention is worth a pound of cure" is very relevant.

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LEASE NEGOTIATIONS

The baseline position for many of the important lease clauses has been established prior to this time through negotiations and the Request for Proposal. GVA Smith Mack/RPG will continue the negotiating process, along with counsel, in order to ensure that DGS enjoys the most protection possible in the final lease agreement.

B. Disposition Services

GVA Smith Mack currently represents over 8.5 million SF of commercial properties for sale or lease in Pennsylvania. Whether selling, subleasing, or negotiating a lease termination on behalf of a tenant, GVA Smith Mack follows a tested methodology to dispose of excess space to the benefit of our client. Following is a high- level overview of our Project Leasing and Sale Disposition Processes.

PROJECT LEASING

a. THE MARKETING ORGANIZATION/PROJECT LEASING EXPERIENCE

GVA Smith Mack exhibits a 22+ year track record in successful project leasing – or owner representation – assignments. From its inception, the firm has emphasized building owner/developer relationships based on a high level of ethical standards and service orientation. The partners of GVA Smith Mack all come from a background of the national real estate brokerage firm and were among the top producers in their firms. All have specialized experience in project leasing as the property owner’s exclusive agent. At GVA Smith Mack, they combined the best of the marketing programs they experienced at the national firms and molded and perfected the process to best serve the needs of our local, regional, national and multinational clients of today. Over the years, GVA Smith Mack professionals have negotiated transactions with almost all of the “key players” in the eastern and central Pennsylvania marketplace including developers, users and cooperating brokers.

The partners and staff of GVA Smith Mack follow the same basic system when exclusively representing a project. The key to our success has been a three-point approach as outlined below.

ƒ Tenant Contacts: Direct contact and constant follow-up with the tenant base. After our initial contact, we establish an ongoing relationship with the key personnel at the organizations through telephone and direct mail.

ƒ Cooperating Brokers: We initiate regular contact with cooperating brokers in our marketplace, making sure they are aware of our available space and that we are in touch with prospects they are working on.

ƒ Market Information: By maintaining excellent communications channels with the brokerage, development, and general business community, we gain maximum insight into our markets. This helps us to identify key indications at an early stage to determine prospect requirements. In

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addition to early identification of prospects, we make it a point to know what leases and sales are being made at competing properties, the strengths and weaknesses of competitive projects, and any piece of information that will give your property an advantage over the competition.

b. METHODOLOGY

In performing our responsibilities as your exclusive agent, we recognize that our primary duty will be that of obtaining tenants as quickly as possible, at lease rates and on terms and conditions desired by you. To be more specific and to outline the approach we will undertake, we believe our duties will fall into seven (7) general categories. These are:

A. Leasing Team B. Preliminary Planning C. Marketing (traditional and web based) D. Proactive Tenant Solicitations E. Tenant Negotiations F. Lease Execution G. Communication

[A] Leasing Team

Each assignment is approached by assigning the best talent to meet the needs of the particular building, geography and target prospects. Upon commencement of the leasing assignment, GVA Smith Mac/RPG will assign a team of two or more licensed real estate agents to lead the marketing of your property for sale or lease. The team will identify competing buildings and area companies for immediate direct canvassing.

[B] Preliminary Planning

The first phase of our responsibilities, preliminary planning, is the essential first step in our selling effort. It establishes an understanding of the working relationship between the various team members which will facilitate negotiations with prospects. The major elements of this phase include the following:

1. Plans and Facilities: We suggest a comprehensive review of the building and site in order to become familiar with the nature of the space and to make recommendations on conditions that in our opinion will affect its marketability. Normally we request a comprehensive meeting with all parties involved in the construction of the building, so that we can understand every aspect of the benefits of the state-of-the-art construction.

2. Building Standard Tenant Finish: We review the quality and quantity of building standard tenant finishes to be provided, particularly as this relates to the competitive market, and to become familiar with special features unique to each property. We often assist in the preparation of

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outline specifications for building standard tenant finish. A sample of the building standard finishes is useful as a sales tool in describing to prospects the character of the newly constructed build-to-suit office space.

3. Rent Schedule Price: We assist in the preparation of a price schedule including clarification of the method of pricing (gross, net, rentable, etc.).

4. Lease Document: We review and become familiar with the proposed lease form, with particular attention to specific provisions such as tenant options and expansion rights, as such items relate to the marketplace. As we begin working with the lease form, we will ensure that it is current.

[C] Promotion Program

1. Brochure: We will, at our expense, prepare an “in house” emailable marketing flyer, making sure it stresses all the competitive advantages of the property and site. The Landlord may want to supplement our flyer with a “glossy” printed marketing package for specific prospects. GVA Smith Mack’s marketing department will coordinate all of our marketing efforts and interface with your marketing department.

2. Signage: Our standard sign will be designed and installed by broker, with the approval of the Landlord (at Broker's Expense).

3. Direct Mail Program: ƒ Local Area Firms Presently Leasing or Expanding – Database compilation on going ƒ Major users in the area ƒ Utilities ƒ Cooperating Brokers (list of over 300) ƒ Inquirer 100 Corporations ƒ Philadelphia Business Journal 150 Corporations ƒ Dalton’s Directory (list of over 15,000)

4. Internet: The property will be included as a “Featured Property” on our website, which is powered by CoStar Connect. This tool allows us to list all of GVA Smith Mack’s availabilities. Please visit our website at www.gvasmithmack.com to experience some of our marketing concepts via the internet.

5. Samples Needed for Presentations ƒ Site Plan: Showing property pad site, property footprint, and parking. ƒ Floor Plans: Sample layouts showing how the space can divide; reduced plans are excellent inspection tools. ƒ Sample Board: Showing standard finishes. ƒ Aerial photograph showing major arteries and neighboring amenities.

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[D] Proactive Tenant Solicitations

GVA Smith Mack/RPG will canvass every major tenant in the area on behalf of DGS. As a normal part of our follow up we will discuss and strategize the approach to large and complicated situations which may become opportunities for the project (i.e. displacements, expansions, etc.).

GVA Smith Mack regularly contacts major users of space in the Greater Philadelphia area, and has good working relationships with many national real estate departments of the major companies. GVA Smith Mack also enjoys an excellent reputation and working relationship with the brokerage community.

Proactive solicitation translates into cold calling in person, whenever possible. The target area works in "concentric circles" outward from the asset. All neighboring tenants will be catalogued in our database according to contact, tenant size and lease expiration date. These tenants will be contacted in person regarding availability of space.

[E] Tenant Negotiations

In the category of negotiations, there are a number of important considerations that we, as the agent, must concern ourselves with and which require our total familiarity with all details of the property. In sequence, these items would be:

1. Space Assignment and Allocation: We believe it is important to focus a tenant’s interest on a specific space within the property as early as possible in negotiations. With this, we must also consider the patterning of tenants within the property to insure that large growth tenants are not placed one against the other to minimize conflicts in options or limitations in flexibility.

To ensure the least cost in dividing the space, it may be helpful to initiate a space study of large blocks to determine the logical division of the space; this study will take into consideration fire code requirements, rest rooms and any corridor considerations.

2. Tenant Space Studies: We understand the process of working with the Landlord before proceeding with space plan layouts. These are only done for a prospective office tenant, which we qualify as seriously interested after an inspection. As we both know, the plans demonstrate the adaptability of the property to the tenant’s functional requirements. Such layouts also establish the actual area requirements of the tenant and are prepared to conform to existing code requirements and the physical characteristics of the property. The layout will also give us an early indication of the scope of the tenant’s improvements. This opportunity to design a space layout can be used in cases where existing square footage is limited to a vacancy or where a larger area is being divided to accommodate the tenant’s requirement.

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3. Construction and Standard Tenant Finish Details (for a turn-key transaction): At this stage of negotiating with the tenant, we should be able to establish an understanding of the scope of the owner’s obligation and those items for which the tenant will be responsible. If the layout indicated that the tenant’s requirements exceed the normal property standard installation (or allowance), we may at this point, be required to furnish the tenant with preliminary cost estimates for the excess items of property standard required. When details of the completed space are pinpointed, then a time frame can be established for an occupancy date and move-in schedule.

4. Preparation of Proposals – Financial Analysis: We are prepared to compare each lease transaction on a net effective rate basis using ProCalc®. Our program calculates the total income and expenses on the lease and arrives at a per square foot operating profit. The financial variables can then be revised and compared on a consistent basis. Also, for a user sale, we perform a “Lease vs. Own” analysis. Lastly, a written proposal reflecting the business terms, project advantages, including project information and amenities will be prepared and submitted by GVA Smith Mack to the tenant or co-broker.

[F] Lease Execution

Successful execution of the Lease Agreement is the final step in accomplishing our objective. This function involves the following:

1. Lease Preparation: GVA Smith Mack views Landlord’s in-house counsel as an integral part of the marketing team and as an asset in consummating a lease for the owner. The language of special provisions will have the lessor's approval, prior to being presented to the tenant for their review. Lease provisions and initial drafts should be produced by the lessor's counsel. A sample lease form should be available prior to execution of a Letter of Intent. We will work closely with DGS to insure expediency in closing through pre-planning, which is key.

2. Tenant and Owner Lease Execution: Customarily, the tenant will execute a lease document prior to the owner. It is important for the owner’s counsel to review the unexecuted document before it is presented to the tenant.

3. Completion and Occupancy: Once the lease is executed and delivered to both parties, we will have a continuing responsibility to insure that there is a good liaison between the tenant and the owner, as well as the space designers, architects, and construction personnel involved in the preparation of the premises for the tenant's occupancy. We would expect to be called upon as needed to insure a timely input of the information required from the tenant for this completion work, and to assist the owner in obtaining the tenant's written approval for plans and any special costs which must be funded by the tenant.

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[G] Communications

Reporting: One of the most important aspects of a working broker-owner relationship is communication. We believe in the "team approach" whereby both the listing agent and the Owner’s representatives act as a unified body. This communication channel includes both informal conversations and formal update meetings.

c. SAMPLE MARKETING SCHEDULE

Vehicles in which this campaign can be publicized include direct mail, signage, advertising (to be reimbursed by owner), promotional items and email campaigns. The following table outlines our customary recommendations.

Suggested Marketing Program Implementation Schedule

Project Completion Date

A. Coordinate Marketing Team Immediate B. Preliminary Planning Elements Immediate – 4 weeks 1. Assemble marketing information, plans, site plans, aerial photos 2. Prepare website property information/CoStar 3. Establish rental rate schedule 4. Target tenant database prospects for direct mail and Ongoing cold calling C. Marketing Promotion Program Immediate – Term of Agency 1. Introductory Postcard Mailer 4 to 6 weeks 2. Brochure - if desired by Owner As Requested (Printing to be outsourced) 3. Paid Advertising (design ads & discuss schedules) As Requested 4. Signs Within 2 weeks 5. Electronic flyers (Brokers & Corporate Targets) Immediate/Ongoing D. Proactive Solicitation Immediate/Ongoing 1. Initial Local Market 2. Regional Market 3. National Market Through our existing multi- market client base as well as the GVA Worldwide broker network

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SALE DISPOSITION

The sale disposition process parallels the leasing process in many ways, with some differences. The GVA Smith Mack/RPG team has completed every type of commercial sale transaction from land assembly to re- use, financing, and so on.

Additionally, our professionals maintain contact with a large database of equity investors, including institutions, REITs, developers, and private real estate owners. As a firm, we leverage our strong leasing franchise in the MidAtlantic region to assure current local market knowledge, and to access new investment opportunities or interested buyers.

a. PRE-MARKETING

1. EVALUATION OF DEVELOPMENT POTENTIAL Coordination with architect/engineer to determine permissible uses under applicable zoning, associated density, and highest/best use.

2. RESEARCH OF COMPARABLE SALES DATA

3. DEVELOPMENT OF PROSPECT LIST Consideration of Property Asset Class, Geographic Location, Investment Size, etc.

4. ESTIMATES OF MARKETING BUDGET

b. PACKAGING

1. EXECUTIVE SUMMARY

2. DESCRIPTION OF ASSET (a) Aerial Photos (b) Site Plans (c) Development Sites (d) Site Specifications

3. ZONING ASSESSMENT (a) Permitted Uses (b) Achievable Development Rights (c) Review of Development Scenarios

4. LOCATION ANALYSIS (a) Area Economic & Demographic Information (b) Regional Map (c) Location Map

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5. MARKET ANALYSIS (a) Occupancy Statistics & Building List (b) Select Asset Review

c. MARKETING

1. QUALIFICATION OF INTEREST – Final Prospect List (a) Distribution of market information following indication of interest (b) Enter into Confidentiality Agreement – if applicable

2. PRESENTATION OF ASSET/LISTING Property marketed on GVA Smith Mack Website, CoStar, etc.

3. FIELD EXPRESSIONS OF INTEREST Develop “short list” of qualified buyers.

d. OFFER/ACCEPTANCE PHASE

1. FINAL BID PROCESS Conduct final bid process among qualified/interested bidders.

2. COMPARATIVE BID ANALYSIS Prepare analysis and present to seller; recommendation.

3. FINANCIALS Verify financial arrangements, evaluate contingencies, etc.

4. INTERVIEWS/MEETINGS Arrange interviews/meeting between principals of the parties.

e. DOCUMENTATION/DUE DILIGENCE

1. DOCUMENT LETTER OF INTENT BETWEEN PARTIES

2. REVIEW PURCHASE & SALE AGREEMENT Assist Seller’s attorney in documenting sale.

3. DUE DILLIGENCE Assist in the gathering of due diligence materials.

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4. INSPECTIONS Coordinate inspections by Buyer’s consultants – audit, environmental, and engineering reviews.

5. RESOLUTION Assist in resolution of any due diligence matters.

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C. Other Portfolio Transaction Services

The GVA Smith Mack/RPG Team offers full-service real estate services including Corporate Services, Lease Portfolio Administration, Project / Construction Management, Property Management, and Advisory / Consulting services. An overview of these services is outlined below.

LEASE PORTFOLIO ADMINISTRATION – OVERVIEW OF SERVICES

GVA Smith Mack’s Corporate Real Estate Services Division can help reduce real estate related operating costs by enabling companies to more effectively manage real estate portfolios, as well as transaction information, with the power and benefits of the internet. Historically, real estate, one of the largest fixed operating costs facing companies today, lacks the management that it needs in order to be cost effective.

GVA Smith Mack Corporate Real Estate uses an innovative, web-based real estate information management system to provide corporations with unprecedented power to view and manage their real estate through the Internet. The system enables the user to view data from any location, 24 hours a day, 7 days a week. GVA Smith Mack Corporate Real Estate provides the software system and set of related professional services designed to manage your portfolio of leased/owned properties and transactions more efficiently and cost effectively.

TOP 5 STRATEGIC BENEFITS

1) Rent Efficiency Reporting: Assists in evaluation of space efficiency (Head Count per Square Foot) Value: a) Permits internal benchmarking to evaluate performance of the entire portfolio b) Shows possible excess available space within the portfolio.

2) Location Review: Lists all offices in one system to allow a survey across divisions. Value: a) Prior to leasing space, review of database for available space within the portfolio. b) Shows opportunities to negotiate leases that are coterminous to plan for later consolidation.

3) Future Rent Report: Standard report of remaining rent obligations. Value: Projects rent for 5 years and through the end of each lease term. Helpful for budgeting and SEC/year end reporting.

4) Critical Dates Report: Shows all upcoming notice dates by year. Value: Ticklers are set up for each lease allowing automatic email notification of notices and expirations to avoid missed opportunities.

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5) Rent Allocation Report: Lists all companies sharing spaces for each lease. Value: Budgeting tool for each company to project their portion of the rents. Shows rental amounts and the allocated portion of the rent based on head counts

GVA SMITH MACK CORPORATE REAL ESTATE PORTFOLIO DATABASE

System Components

Location Manager: The Real Estate Information Management System, powered by Virtual Premise, stores the information companies need to know about a site and a portfolio. The system can produce custom reports instantly. From ten locations to ten thousand locations, the GVA Smith Mack Real Estate Information Management System can handle the largest, most complex portfolios, all through the World Wide Web or any network arrangement. Property photographs, floor plans, lease documents and financial information are instantly available and securely stored.

GVA Smith Mack Corporate Services Division will furnish all of the support services necessary to provide comprehensive lease administration and implementation of the real estate information management system. This includes:

ƒ Lease Abstracting ƒ Database Entry ƒ Data Integrity Verification/Completeness ƒ Financial Reporting ƒ Critical Dates Reporting ƒ Performance Metrics Analysis/Benchmarking ƒ On-going Maintenance ƒ Real Estate Help Desk ƒ Transaction/Project Management

Task Manager: GVA Smith Mack’s Real Estate Information Management System allows true web-based collaboration among all participants in the real estate transaction process. Enhanced real time communication will translate into improved efficiency, cost savings, time savings and better opportunities. Session logs and automatic e-mail notifications allow unparalleled visibility into the entire real estate management life cycle, keeping the entire project team informed. All transaction documents are visible to appropriate parties including RFP’s, lease drafts and comments, GANTT chart, floor plans, contacts, market survey, notes, and so forth. Changes are instantaneously communicated.

Reports: Enhanced visibility leads to better strategy. Ad-hoc, standard and customized reports provide a full spectrum of information to assist in decision making.

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LEASE MANAGEMENT

The GVA Smith Mack Real Estate Information System Portfolio Manager module provides a powerful web- based tool for managing a corporation’s occupied real estate portfolio (both leased and owned properties). GVA Smith Mack Real Estate Information Management System is applicable for use in financial and critical date management, as well as analytical reporting. Additionally, GVA Smith Mack Real Estate Information Management System provides a digital filing cabinet that allows the Portfolio Administrator to store all of critical documents associated with individual locations.

Enterprise-Wide Access to Information – in Real Time

Since GVA Smith Mack Real Estate Information Management System is a web-based application, any authorized user, anywhere in the world can access critical real estate information quickly and easily. All the authorized user needs to access this data is a Web-browser and Internet access. This information is readily accessible and includes documents, contacts and the lease abstract.

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Critical Date E-mail Reminders

GVA Smith Mack Real Estate Information Management System allows end users to set up an unlimited number of critical date reminders pertaining to a particular lease. Whether tracking lease expiration, lease renewal, rent bumps, certificates of insurance or other user-defined critical dates, GVA Smith Mack Real Estate Information Management System tracks these dates throughout the life of the lease and sends system-generated e-mail reminders to appointed team members.

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Powerful and Flexible Reporting

In addition to canned reports, GVA Smith Mack Real Estate Information Management System’s proprietary ad hoc reporting tool allows the user to create reports on an ad hoc basis and to quickly perform complex analysis. The GVA Smith Mack Real Estate Information Management System’s ad hoc report writer is the most powerful in the real estate information management industry. Once created, these reports remain available to run as time passes and data is modified.

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Maintain Repository for Notes, Documents and Tasks

The GVA Smith Mack Real Estate Information Management System allows users to maintain a centralized, universally accessible digital filing cabinet for lease and property documents; thereby keeping all team members informed and significantly reducing copying and shipping charges. Documents can include practically any type of file, including CAD drawings, spreadsheets, pictures, document files, etc. Links to internal data files can be uploaded as well.

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Utilize GVA Smith Mack Real Estate Information Management System’s Professional Services Group

In order to make effective decisions as a portfolio changes, real estate documents and leases need to be updated. The GVA Smith Mack Real Estate Information Management System’s professional services staff consists of portfolio management and transaction associates all with extensive experience in the real estate arena, as well as brokers and project managers to guide the process. The professional services group can review, scan, index and abstract a company’s lease documents to ensure that all of this information is available for effective decision making.

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Security

The GVA Smith Mack Real Estate Information Management System’s security model uses multiple roles and groups to apply varying levels of security rights as well as object level security so a particular user can be assigned explicit rights. The group security model is dynamic in that groups can be created with custom security rights. Hierarchical structures can also be created with cascading rights.

The infrastructure security model incorporates an industry-leading firewall in a highly secure Web farm environment. SSL encryption is used and strict password guidelines can be enforced to provide additional security if necessary.

Data Center and Date Backups

Virtual Premise, the software that powers the Real Estate Information Management System is hosted at the SunGard Availability Services Inc. hosting Center in Atlanta, GA. SunGard provides a physically secure location for the Web and data serves. SunGard is also connected to the “backbone” of the Internet, and they guarantee 100% uptime for connectivity and power. The database is backed-up nightly and data back- ups can be provided on a periodic basis. Transaction log back-ups provide customer back-up while data is being accessed.

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System Integration

Between Internet, intranet, extranet, legacy, front office, back office and personal applications, users can find themselves overwhelmed with the onslaught of information and technology. GVA Smith Mack Real Estate Information Management System resolves this issue by providing corporations the ability to seamlessly integrate their GVA Smith Mack Real Estate Information Management System application with other software packages, giving users a single point of access to the information of many systems – all in one interface.

Technology

GVA Smith Mack Real Estate Information Management System combines the latest in Microsoft technologies including Windows Server, Internet Information Server (IIS), SQL 7 Server and .NET to create an architecture that promotes ease of use, flexibility, and the ability to scale to thousands of users across multiple locations worldwide.

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PROJECT MANAGEMENT – OVERVIEW OF SERVICES

Should DGS request project management oversight for any tenant improvement projects GVA Smith Mack/RPG can assign a Project Manager for the duration of the Project as a fee-based service. The Project Manager as part of his/her work will provide coordination between Owner and the various Owner representatives, consultants, contractors and vendors associated with the “Project.” The Project Manager will prepare, as necessary, schedules, costs reports, conduct meetings and act at all times in the best interest of the Owner.

General

Project Budget

ƒ Prepare an initial Project Budget outline inclusive of A/E, construction and various soft cost associated with the projects. ƒ Review Project Budget with Owner and modify as necessary.

Project Schedule

ƒ Provide oversight for lease negotiation during the negotiation period. ƒ Develop an initial Project Schedule for all work required to complete the Project. ƒ This will become the overall Schedule and will incorporate into the final lease language. The schedule shall include milestones and completion dates. ƒ Update Schedule on a regular basis indicating the progress-to-date and projected final completion dates.

Ongoing Project and Status Reporting

ƒ Prepare written reports which provide the bi-monthly status of the Project ƒ Critical Issues ƒ Cost Update ƒ Schedule Update ƒ Progress Reports ƒ Review and prepare all Contractor and Professional Service invoices for payment by the Owner.

Design

Design Oversight

ƒ Provide necessary information for bidding process for engineering, construction, documentation and required design services. ƒ Provide coordination between Owner, Leasing Team, Architect of Record, Profession Engineers and/or Contractors during the design process.

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ƒ Recommend construction alternatives as required as it relates to construction and budget constraints. ƒ Convey the intent of changes to the architect, engineer or vendor for clarity and construction documentation requirements. ƒ Provide coordination for all municipal requirements.

Construction

Permits

ƒ Coordinate with the Profession Engineers, Municipality, Architect of Record, Owner and General Contractor to insure that the plans are submitted to the various agencies issuing permits for the Project.

Bidding

ƒ Coordinate with the Architect and Engineer and issue plans for competitive bids. ƒ Develop a list of unit pricing items for inclusion in the bidding documents as additions or alternatives to the turnkey package as required. ƒ Conduct pre-bid meetings with Owner and prospective bidders. ƒ Receive the bid information, evaluate merits of each proposal, and summarize for review by Owner.

Award

ƒ Award Project to selected bidder through joint review and approval with Owner. ƒ Issue Notice to Proceed.

Project Meetings

ƒ Coordinate and conduct regular Project Meetings with contractor, various sub-contractors and vendors associated with the project.

Construction

ƒ Monitor the progress of the construction work to determine if work is proceeding in accordance with the contract documents and schedules. ƒ Review and approve contractor’s meeting notes and correspondence with Owner. ƒ Review and negotiate change orders as necessary. ƒ Follow-up on design and/or building coordination issues as they develop.

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Furniture/Tenant Supplied Equipment

Installation

ƒ Coordinate the delivery and installation of Tenant furniture and equipment during the construction period. ƒ Interface with Owner and contractor to integrate the furniture installation with the construction work flow.

Network & Data Systems

ƒ Work with Tenants to confirm network & data needs. ƒ Coordinate the timing of Owner’s preparation of data and telecommunication wiring plans. ƒ Coordinate the timing of Tenant’s voice/data wiring installation with other construction activities.

Telecommunications

ƒ Work with Tenant to confirm telecommunication needs. ƒ Work with Tenant’s vendor for specific site requirements, site access and timing of the work. ƒ Coordinate the timing of Tenant’s telecommunications “cutover” with Owner’s Representative and provider.

Security & Access Control Systems

ƒ Work with Tenant and Owner to identify security and access control needs for individual suites. ƒ Evaluate proposals, summarize and make recommendation to Tenant. ƒ Oversee security and access control systems installation by Tenant or Owner.

Closeout Management (“Completion”)

ƒ Provide final closeout for the Project including warranties, completion of punch list, assembly & delivery of the operational and maintenance manuals, etc. ƒ Provide turnover to Owner’s designated Property Management Team.

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PROPERTY MANAGEMENT

• GVA Smith Mack as it exists today is a full-service real estate company offering a comprehensive package of services to institutional, private and corporate real property owners and lessors through GVA Smith Mack Property Management Company.

• GVA Smith Mack Property Management Company services include asset, property, facility and medical office management, strategic planning, project management, financial reporting and record keeping and consulting.

• GVA Smith Mack Property Management Company currently manages 1.9 million square feet of both public and private investor assignments in the Delaware Valley.

• With specific emphasis on urban and suburban campus and off campus sites, GVA Smith Mack Property Management currently has eight (8) medical office building assignments totaling 977,880 square feet. We are the leader in medical office management in the Philadelphia market.

• Experienced property management personnel with proven hands-on expertise in assuming responsibility for property management accounts in a Class A office environment.

• Capability to perform in-depth budgeting and accounting services on a time-critical basis.

• Proven experience in providing cost savings through effective third party contract management.

• A seasoned understanding that a positive relationship between manager and tenant is imperative in the success of the property, while remaining focused on the overall operational objectives of the property.

• A tenant Call Center experienced in receiving, responding to, and tracking tenant requests through an integrated, web-based work order management system for both landlord obligated services and additional courtesy services.

• In-place quality control monitoring systems to ensure owner / tenant satisfaction in all areas of service.

• An understanding that it is more than just managing the property; it is about understanding the property as an investment.

Philosophy From its inception, GVA Smith Mack Property Management has worked in a joint capacity with real estate investors and building users and operators to provide services to commercial, retail, industrial and medical

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office building occupants. It is our intent to continue our proven team approach and to apply our extensive management and financial reporting experience to any assignment.

GVA Smith Mack views each assignment from the owner’s perspective for the purpose of life safety and liability, cost effectiveness, and value enhancement. As a testament to our “philosophy in action”, GVA Smith Mack manages multiple, high-profile medical office buildings for health care clients such as Jefferson Health System, Wills Eye Institute, and Albert Einstein Healthcare Network – where building operations, maintenance and systems efficiency can impact patient’s lives as well as an owner’s bottom line.

GVA Smith Mack’s Property Management philosophy is summarized in the following “Value-Added” statements:

• GVA Smith Mack manages each assignment with a view toward maximizing the income potential of the property and minimizing its operating costs.

• We will evaluate all possibilities to improve revenues: for instance, identifying additional rentable space within the property, lease buyouts, confirming annual rent increases, etc.

• To enhance property values and investment returns, we design annual management plans tailored to the owners' investment objectives.

• Utility Expenses: To the extent that utility costs represent a significant portion of operating costs, energy conservation techniques are recommended if not already in place.

• Cost Containment Measures: Through highly competitive bidding based on well-written and comprehensive specifications, GVA Smith Mack will obtain the highest quality work at the most reasonable cost.

• Focus on Increasing Property Value: Through a review of previous financial reports or pro-forma estimates, GVA Smith Mack will ascertain the level of operating expenses and benchmark them against local and GVA Smith Mack levels. This review will provide GVA Smith Mack with a basis for increasing property value.

• Minimizing / eliminating risk management issues.

• Focus on life safety / security programs.

• Identifying market and financial issues which directly affect the operation and value of the property.

• Keeping owner cognizant of marketplace activities, rental rates, potential tenants, and other opportunities.

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Property Management is composed of three major spheres of responsibility, consisting of financial management, facility management, and tenant relations. Each is significant to the success of a property. The measure of a qualified management firm is in its ability to structure these interdependent disciplines into a cohesive operating unit to meet daily operational and long term planning objectives. GVA Smith Mack will be successful in meeting the requirements of the Commonwealth by effectively utilizing and internetworking all of these components.

GVA Smith Mack will approach the management of your project with three very specific objectives:

• To operate the buildings in a first-class manager thereby projecting a strong, positive corporate image while providing an excellent working environment for tenants. • To manage building services cost-effectively by maximizing value received for dollars spent. • To establish a high level of communication with the Commonwealth to ensure a mutual understanding of property operations.

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CONSULTING/ADVISORY

GVA Smith Mack’s real estate professionals are experienced in multiple real estate disciplines, including direct corporate real estate department expertise. We have a proven track record of multi-market transactions for national and international clients in all aspects of our services including real estate portfolio assessment, disposition planning and transactions, project management and lease administration compilation and ongoing management, all of which contribute to the realization of our clients’ strategic real estate objectives.

For the DGS requirement we have specifically teamed with RPG to enhance our community-based development and planning process experience. RPG offers a host of specialized real estate advisory and consulting services including the following:

- Consulting services for public sector, corporate and institutional clients providing in-depth real estate analysis, including strategic planning and financial analysis, feasibility analysis, entitlement assessment, approval process, land & building acquisition including due diligence assessment, development advisory services, contract & lease negotiations, and client/user-group relations.

- RPG has a deep experience in serving public sector and major institutional clients including PA Department of General Services, State System of Higher Education (PASSHE), Franklin & Marshall College, Bucknell University, and others.

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Section 2. Offeror Qualifications

A. Relevant Projects

GVA Smith Mack has had a major presence in the region since the company’s founding in 1984. The company has represented many major regional, national and international property owners, public and private, including Acorn Development Corporation, American Financial Realty Trust, Berwind Property Group (BPG Properties Ltd.), Bresler & Reiner, Buccini / Pollin Group, Brandywine Realty Trust, Grosvenor Investments, HRPT, Keystone Property Group, Triple Net Properties, Oaklands Business Parks, Inc., O’Neill Properties, and RREEF. Although our experience is not limited to just one state, GVA Smith Mack has been involved in many major tenant representation transactions within Pennsylvania, such as Kensey Nash and Therakos, GSI Commerce, Guideworks, Traffic.com, Morphotek and others including David’s Bridal, Broder Bros., Unisys Corporation, Wyeth, ChemConnect and Primedia. We have also assisted property owners in attracting and retaining major employers such as Express Scripts Mail Order Pharmacy, NutriSystem, Research Pharmaceutical Services, and Countrywide Financial. Additionally GVA Smith Mack has recently assisted tenants in relocating to such major, developing Pennsylvania regions as Lehigh Valley, Wilkes Barre, Reading, Lancaster and Harrisburg.

Our record in representing both landlords and tenants, buyers and sellers, in these particular transactions demonstrates our knowledge of the industry and our ability to match owners and site users with real estate meeting their requirements. The following section lists examples of relevant development site sales in which we have been a key player in bringing the parties together, either on the acquisition or the disposition side.

Radnor Property Group LLC is a niche real estate development and advisory firm utilizing the founding partner’s twenty years of diverse experience in corporate real estate, entrepreneur development, and public sector economic development. This experience has resulted in the creation of a unique real estate company targeting economically viable projects and implementing economic development strategies supported by state, regional and local communities. RPG will develop for its own account or on behalf of others, in addition to providing consulting services to corporations, universities, and public/quasi-public entities.

Combined, GVA Smith Mack and RPG offer unique real estate experience. Both companies have worked closely with Grosvenor Investments on multiple assignments. A contact is listed here:

Richard Layman, Managing Director Grosvenor Investment Management US Inc., Philadelphia, PA (215) 446-8111, [email protected]

The following pages detail a few “case study” examples of our leading experience.

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PennDOT

Project Outline

GVA Smith Mack represented The Commonwealth of Pennsylvania in its search for new office facilities for its expanding Department of

Transportation (PENNDOT) offices. 7000 Geerdes Blvd Services provided King of Prussia, PA

• Positioned the real estate asset for marketing GVA Smith Mack represented the • Prepared marketing materials Commonwealth of PA in both • Established the ideal marketing message transactions and worked with the following individuals. • Communicated to all potential clients, local area tenants and corporations Gov. Tom Ridge • Networked and publicized the offering with area trade Bonnie Cvejkus – PennDot Michael Adams – DGS associations Brad Swarz – DGS • Conducted professional site tours Rob Wonderling – Dept of • Prepared detailed proposals Transportation • Conducted complete financial analysis • Negotiated contracts

How GVA Smith Mack Added Value

After conducting an extensive search an in conjunction with The Governor's Action Team, the acquisition and renovation of this five- story, 112,605 SF property was completed June 1999 for $16,858,094 or $149.71/SF.

GVA Smith Mack assisted PennDOT in two separate real estate transactions:

1. Sale of PennDot District 6 office building – 42,000 SF 200 Radnor Chester Road, Radnor, PA Seller: Commonwealth of Pennsylvania Buyer: Wyeth Pharmaceuticals Date: March 2000 Price: $3,937,500

2. Acquisition of new District 6 office building by Commonwealth of Pennsylvania, Department of General Services, acting for the Department of Transportation (PennDot) – 112,605 SF 7000 Geerdes Blvd., King of Prussia Date: June 1999 Price: $16,858,049

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Gift of Life Donor Program

Project Outline

In 2004, GVA Smith Mack obtained a variance to build office, educational and clinical uses in an L-4 zone, on behalf of the Gift of Life Donor Program. GLDP acquired a former office/warehouse building at Third and Callowhill for conversion and new construction to their headquarters, conference center and operating rooms for the harvesting of donor organs for transplant. GVA Smith Mack also assisted in obtaining construction and permanent mortgage financing for the project, and continues to provide full service property management.

rd Services Provided 401 N. 3 Street Philadelphia, PA • Site search / acquisition consulting • Full service property management Ms. Jan Weinstock • Permanent mortgage loan V.P., Administration & General Counsel • Construction & development financing Gift of Life Donor Program • Credit tenant lease financing 401 N. 3rd St. • Owner/user secured mortgage loan Philadelphia, PA 19123 • Tax exempt bond financing (T) 215-557-8090 [email protected]

How GVA Smith Mack Added Value

GVA Smith Mack worked with the city government to obtain zoning variances on behalf of GLDP and proceeded to assist in the sourcing and structuring of both short term construction and long term mortgage financing. Intimately involved with the project from the beginning, GVA Smith Mack provides ongoing asset management services in an efficient and cost effective manner.

GVA Smith Mack (GVA SM) represented The Gift of Life Donor Program (GLDP) in obtaining construction and permanent mortgage financing for the development of the not-for-profit organization's 101,000 SF headquarters facility in Philadelphia. The financing was structured as a public placement of Variable Rate Demand Notes (VRDN) by Commerce Capital Markets, Inc., affording a low floating tax exempt interest rate, while achieving a 30 year term and associated amortization schedule. Credit enhancement to the bondholders was provided by Commerce Bank, N.A., which received a first secured mortgage position in the underlying realty and will administer disbursement of bond proceeds for construction and related project costs.

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GSI Commerce Solutions, Inc.

Project outline

GVA Smith Mack represented GSI Commerce in the acquisition of 935 1st Avenue, a 104,000 SF class A office building in suburban

Philadelphia, from Brandywine Realty Trust. GVA Smith Mack’s 935 1st Avenue Tenant Representation, Financial Services, and Corporate Services King of Prussia, PA groups combined forces to provide GSI with a “turn key” solution in the acquisition of this new corporate headquarters facility. The Ms. Carol McCoy transaction included securing an option to purchase adjacent land for GSI Commerce st the company’s future expansion. 935 1 Avenue King of Prussia, PA 19406 (T) 610-491-7736 st 935 1 Avenue enabled GSI to expand its existing headquarters [email protected] facility, relocating in immediate proximity to its existing location. Additionally, the negotiation of the option to purchase additional ground, and the associated entitlements, affords GSI the ability to expand via the development of an adjacent office building.

Services provided

• Acquisition Advisory • Investment and Valuation Advisor • Development of space criteria • Competitive bid procurement process consultation • Mortgage finance consultation • Design and construction consultation • Project management

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Countrywide Home Loans

Project Outline

Countrywide Home Loans, a nationwide provider of residential mortgages, home equity loans and other financial products, services its client’s from 330 Warminster Road 600 offices, as well as regional sales centers and the Internet. The Hatboro, PA Calabasas, CA based company was looking to open an east coast processing and operations center to off load work from other locations. Brooks Huffman Countrywide contacted GVA Smith Mack regarding very specific real Countrywide Home Loans estate needs in the Philadelphia suburbs: a 50,000 SF facility between PA Simi Valley, CA 93065

Routes I-476 and 611 within 1 mile of the PA turnpike with a mandatory 8/1,000 parking need to accommodate a new work force. GVA Smith Richard Gottlieb Mack immediately conducted a thorough site search to meet their Keystone Property Group One West First Avenue stringent requirements. Conshohocken, PA 19438 GVA Smith Mack’s exhaustive efforts in accommodating Countrywide’s (T) 610-980-7000 needs turned up an ideal property in Horsham, PA that was recently vacated by another mortgage firm and had just come on the market. The property had recently been purchased by a new landlord who was anxious to lease the space. Not only could it accommodate the difficult parking needs, the space also offered a cafeteria, wide-open space, a white noise system, and close proximity to public transportation.

Services Provided

- Site Survey / Evaluation - Tenant Representation / Lease Negotiation

How GVA Smith Mack Added Value

Due to the GVA Smith Mack’s knowledge of the area, the recent acquisition and building vacancy, we were able to negotiate a long-term lease for significant cost savings – 15% under market rate. Countrywide realized significant construction and logistical savings due to the buildings current configuration to accommodate a mortgage operations center and existing parking spaces. Because the facility was so ideal for their needs, Countrywide leased an additional 37,000 SF in order to locate another operations division in the facility, thereby totaling 87,000 SF.

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Children’s Aid Society of PA

Project Outline

In 1999, GVA Smith Mack was the managing agent of 311 South Juniper Street, a 100,000 SF multi-tenant office building owned 50/50 by Children’s Aid Society (“CASPA”) and another entity. Due to the capital requirements of the building and the rather modest space needs of their two organizations, the owners jointly engaged GVA Smith Mack to sell the property.

GVA Smith Mack successfully listed and sold the property to a local development group after just six months marketing time.

GVA Smith Mack then identified and relocated CASPA into a 4,033 SF leased space at 1315 Walnut Street. GVA Smith Mack negotiated a ten year lease at below market terms with only a minimal security 311 S. Juniper Street deposit, helping CASPA realize substantial savings. The other Philadelphia ownership entry remained as a lease tenant in the 311 South Juniper Street building, thereby eliminating relocation costs. After the successful completion of these transactions, GVA Smith Mack founding partner Sid Smith was invited to join the Board of CASPA.

Services Provided

• Property Management of Owned Building • Property Marketing, Listing & Sale • Tenant Representation in new Lease Agreements

How GVA Smith Mack Added Value

GVA Smith Mack was able to assist CASPA in realizing their desired real estate strategy outcome. By marketing and selling their owned asset in a short period of time, while identifying a suitable new 1315 Walnut Street location and negotiating a highly favorable new lease, GVA Smith Philadelphia

Mack aided CASPA in realizing substantial cost savings. CASPA was able to relocate to prime Philadelphia real estate space, offering all the Ms. Dawn Holden Chief Administrative Officer benefits of location and visibility that center city has to offer. Children’s Aid Society of PA 1315 Walnut Street, Suite 1004 Philadelphia, PA 19107 (T) 215-546-2990 [email protected]

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Johnson Matthey

Project outline GVA Smith Mack represented Johnson Matthey in the acquisition of 434-436 Devon Park Drive, a 130,000 SF manufacturing/warehouse facility, from Walls Real Estate Funds. The transaction included expunging Johnson Matthey’s existing lease for its occupancy of the facility. Johnson Matthey, a major U.K. based conglomerate, had specific consultative needs: 434-436 Devon Park Drive Wayne, PA i.) Evaluate the occupancy costs associated with its retention of the

based facilities under alternate scenarios, including a lease renewal Mr. Robert Talley and extension and acquisition of fee simple title to the real estate. VP & General Counsel ii.) Analyze relocation of its operations within the subject facility to Johnson-Matthey North America 435 Devon Park Drive, Suite 600 alternate owned properties, including moving and business Wayne, PA 19087 disruption expenses. (T) 610-971-3000

GVA Smith Mack completed a comprehensive lease review and assessment of the market for occupancy of the subject and alternate warehouse facilities for lease. Additionally, GVA Smith Mack prepared valuation materials for Johnson Matthey’s consideration of the acquisition alternative versus leasing.

Upon completion of the evaluation process, and with concurrence from Johnson Matthey, GVA Smith Mack approached the owner of its existing leased facilities, Wells Real Estate Funds. The firm negotiated the acquisition of this asset on behalf of Johnson Matthey at a price and upon terms advantageous to the client, securing its ability to continue essential operations at their facility over the long term. Services provided • Acquisition Advisory • Investment and Valuation Advisory • Capital Budgeting & Competitive Bid Procurement • Mortgage Finance Consultation • Transaction Negotiation & Documentation

How GVA Smith Mack Added Value

Presentations of GVA Smith Mack’s Tenant Representation and Financial Services practices combined forces to secure critical facilities for Johnson Matthey’s long term operational needs. Procuring 434-436 Devon Park Drive and expunging the existing lease enabled Johnson Matthey to i) eliminate the uncertainty of its lease renewal and retention of this space, ii.) avoid costly relocation and capital investment in an alternate facility, and iii) lower its long term occupancy costs for long term operational activities.

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SunGard Data Systems

Disaster Recovery Services Post 9/11 Disaster Recovery Project Project Outline Mr. Cal Bampton, General SunGard Data Systems Inc. is a global leader in software and Manager, Facilities & Purchasing processing solutions for financial services, higher education and the Sungard SCT public sector. In addition, SunGard assists information-dependent Great Valley Corporate Center enterprises of all types to ensure the continuity of their business. It is Four Country View Road in this respect, disaster recovery and business continuity, that Malvern, PA 19355 SunGard enlisted GVA Smith Mack’s help after September 11, 2001 (T) 610-647-5930 to assist in real estate locations services for SunGard and its key client base. Aside from providing information Availability Services, one of SunGard’s major products is its ability to provide its clients with “hotspots” – physical locations for their clients to go and actually work when business is interrupted. These hotspots are meant to be a temporary solution while a permanent business continuity location is found. However, after 9/11, SunGard needed to provide its clients with more than just a weeklong solution. No one anticipated the destruction of the World Trade Centers in New York City, nor the huge number of companies that would need new office space to set up shop. SunGard had a multitude of clients that needed office space and data centers, and as SunGard’s corporate real estate provider, GVA Smith Mack was called in to assist with the process of locating available space for this purpose. Services Provided - Provided a list of office space availability for every real estate market from New York to Philadelphia.

- Mobilized a team of brokers and research associates in each of the requested markets. - Produced this information within 72 hours of the initial phone call and staffed a 24/7 “help desk” for inspection requests, questions and coordination of emergency contact information including home telephone numbers, cell phone numbers and temporary e-mail addresses. How GVA Smith Mack Added Value By producing solid results in a timely manner, GVA Smith Mack helped SunGard to provide a quality response to its clients’ needs in a most difficult environment. SunGard utilized the property information provided by GVA Smith Mack to place their clients in space that could sustain business continuity. SunGard continues to employ GVA Smith Mack for its corporate real estate needs, globally.

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SunGard Data Systems Global Corporate Real Estate Service Provider Project Outline

SunGard is the global leader in integrated IT solutions for financial services as well as a pioneer in information disaster recovery. With Approximately 42 locations and annual revenue of nearly $3 billion and an aggressive acquisition 287,000 SF strategy, SunGard grew rapidly. Since they did not have an internal real estate department, SunGard engaged GVA Smith Mack as their Mr. Cal Bampton, General corporate real estate service provider. They now have 250 office Manager, Facilities & Purchasing locations in over 50 countries. GVA Smith Mack manages lease Sungard SCT administration and real estate transactions including expansions, Great Valley Corporate Center relocations, renewals, subleases, property sales and acquisition due Four Country View Road Malvern, PA 19355 diligence for real estate related items. (T) 610-647-5930

Services Provided • Tenant representation services worldwide – completed over 50 transactions to date including major lease consolidations in London, UK; Frankfurt, Germany; and Toronto, Canada

• Tenant representation for corporate headquarters in Wayne, PA – 130,000 SF

• All relevant real estate information collected, data integrity verified and a sophisticated web-based real estate information database developed

• Provide quarterly financial and metric reports on the performance of the leased and owned portfolio

• Establish both financial and space standards, including detailed transaction and construction budgets and site-selection criteria for capital expenditure request approval

• Oversee national and international real estate strategic planning; assist in preparation of real estate business plan and execution. How GVA Smith Mack Added Value

GVA Smith Mack acts as SunGard’s single point of contact for Tenant Representation for their international real estate portfolio.

Through the development and implementation of a web-based lease administration program, GVA Smith Mack provides SunGard with comprehensive reporting, 24/7 access to critical lease data, and the capabilities to strategically manage their real estate assets.

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Usance Associates Investment Portfolio Sale Project Outline Usance, a closely held, privately owned real estate company based in suburban Philadelphia needed to dispose of a three- building, 182,000 square foot office portfolio in Fort Washington, Pennsylvania. The portfolio included one stabilized, Class B office building and two partially occupied assets in need of modest repositioning. To complicate matters, the portfolio was encumbered by a low leverage, “blanket” 1250 Virginia Ave mortgage, bearing interest at an above-market interest rate. Fort Washington, PA Usance engaged GVA Smith Mack to dispose of the property, while maximizing the offering price. Services Provided GVA Smith Mack developed formal offering materials to market the portfolio to the investor community. Concurrently, 550 Pinetown Road GVA Smith Mack entered into discussions with the existing Fort Washington, PA mortgage lender to explore opportunities to increase the leverage on the portfolio and lower the interest expense on the debt. Though the individual assets were only available as a portfolio, the GVA Smith Mack team required that portfolio bids value each of the three buildings individually, so as to identify opportunities to maximize sales proceeds for Usance by structuring a multi-tiered transaction. 275 Commerce Drive Through a competitive bid process, involving both core Fort Washington, PA investors and “value add” players, GVA Smith Mack identified a prominent REIT, whose primary interest was in the two value add buildings, and secured the REIT’s commitment to take Mr. Christopher S. Law down the entire portfolio. GVA Smith Mack then coordinated USANCE 1250 Virginia Drive, Ste. 1000 with the REIT to assist them in assigning the agreement of sale Fort Washington, PA 19034 on the third, stabilized building, to another owner/user. (T) 267-419-1250 How GVA Smith Mack Added Value [email protected]

GVA Smith Mack’s creative approach to the transaction allowed Usance to realize the certainty of a single portfolio Mr. Michael T. Hagan transaction with a well capitalized institutional buyer, while Liberty Property, L.P. dividing the portfolio for pricing purposes, so as to maximize 500 Chesterfield Parkway Malvern, PA 19355 the value of the stabilized asset by selling to a smaller (T) 610-648-1716 leveraged buyer. By dividing the portfolio and coordinating a [email protected] two part transaction between three parties, GVA Smith Mack was able to fulfill the investment objectives of each party.

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Wyeth Pharmaceuticals Worldwide Headquarters Project Outline Wyeth Pharmaceuticals has retained GVA Smith Mack as their tenant representative on numerous significant real estate transactions over the past twenty (20) years ranging from 65,000 square feet to 465,000 square feet. Commencing in 1982 GVA Smith Mack assisted Wyeth in selecting and assembling contiguous properties for their Corporate Headquarters campus in Radnor, PA. This location ultimately totaled in 1.2 million square feet of combined office facilities. Highview at Providence Corporate Center As the company continued to grow, its location requirements changed. Collegeville, PA In response, Wyeth relocated its corporate headquarters campus to Collegeville to a company-owned facility. In 2002 Wyeth’s Collegeville Mr. Patrick J. Branin location was unable to accommodate the company’s rapid growth. Wyeth Pharmaceuticals Expansion construction in their own facility was becoming costly 500 Arcola Road therefore Wyeth engaged GVA Smith Mack’s corporate services team for Collegeville, PA 19426 a real estate strategy. (T) 610-902-1200

GVA Smith Mack presented a long term leasing program that provided a Mr. Steve Spaeder cost savings to Wyeth and identified a nearby office park that was about Berwind Property Group to begin new construction that would be suitable for this option. 1500 Market Street, Ste. 3000 Through creative lease structures, Wyeth would have the flexibility to Philadelphia, PA 19102 expand or contract, to compensate for potential fluctuations in employee (T) 215-563-2300 headcount. Under the guidance of GVA Smith Mack, Wyeth negotiated [email protected] a long-term lease for the entire Phase I portion, 185,000 square feet, of the Highview at Providence Corporate Center development. Services Provided ƒ Site selection and assemblage ƒ Acquisition advisory ƒ Investment & valuation advisory ƒ Transaction and lease negotiations ƒ Straw party negotiations ƒ Multi-market lease transactions throughout United States How GVA Smith Mack Added Value GVA Smith Mack has serviced Wyeth through the years to provide real estate strategies and transaction management that have translated to solutions that aligned with Wyeth’s corporate growth and objectives. Broad market knowledge and real estate expertise have repeatedly demonstrated to Wyeth that GVA Smith Mack has a long-term commitment to its clients to ensure their real estate needs are fully satisfied. This has resulted in continued opportunities to service this client.

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Albert Einstein Healthcare Network

Project Outline

In January of 2006, Albert Einstein Healthcare System (AEHN) made an internal decision to outsource their leased and owned real estate management. AEHN’s objective was to operate their facilities more cost effectively and efficiently. They submitted a request for proposal to the marketplace for 250,000+ SF of owned and leased Approximately 42 locations and premises. GVA Smith Mack was awarded an outsourced contract 287,000 SF for Property Management across the 40+ location portfolio.

Services Provided Mr. Bruce Bashwiner Vice President, Facilities • In-depth property and lease review to identify Albert Einstein Healthcare Network 5501 Old York Road opportunities, risk, and compliance of obligations across Philadelphia, PA 19141 the portfolio. (T) 215-456-6022

• Review and, in some cases, consolidation of contracted services to achieve higher service delivery and cost efficiencies.

• Tighter controls and cost containment initiatives instituted at all sites.

• Direct and more efficient procedures implemented to circumvent or eliminate previous bottlenecks compromising the delivery of service.

How GVA Smith Mack Added Value

GVA Smith Mack immediately assumed the assignment utilizing the services of a dedicated account manager. Working in concert with the AEHN representative, all leased and owned sites were inspected and evaluated and new or updated policies and procedures were immediately implemented. This transition included the account manager interfacing with approx 50 physician managers and various AEHN corporate personnel.

GVA Smith Mack has achieved tighter controls, cost reductions and stabilization of all leased and owned premises with ongoing management and client communication to ensure the highest quality operations. GVA Smith Mack also assists AEHN in consummating sale and lease transactions across the portfolio.

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Albert Einstein Healthcare Network Disposition of Excess Real Estate Assets

GVA Smith Mack provides real estate consulting and full service property management services for Albert Einstein Healthcare Network’s (AEHN) full portfolio of owned and leased medical and office facilities. As part of the portfolio review, it was identified that Germantown Medical Center which consists of twelve buildings totaling 518,000 SF of gross building area was not being fully utilized.

AEHN engaged Blackney Hayes Architects to reconcile all existing Germantown Medical Center – Partial plans and to survey spaces to verify square foot area. It was Asset Sale to LaSalle University determined that AEHN should sell the entire campus and retain two of 518,000 SF buildings in which to consolidate and continue existing operations.

Mr. John Finger GVA Smith Mack conducted a marketing effort resulting in the sale of Albert Einstein Healthcare Network the property to LaSalle University, who can now expand its north 5501 Old York Road Philadelphia, PA 19141 Philadelphia campus. AEHN retained ownership of Penn Tower and (T) 215-456-7890 the Long Term Structured Residence. AEHN is also leasing a portion of the ground, parking and 51,000 SF of the Center Tower building, which adjoins Penn Tower. LaSalle is considering multiple options for reuse/redevelopment of the campus.

The sale included the following buildings:

Center Tower, 116,754 SF, built in 1924 and 1963, 69% leased to multiple tenants Wister Tower, 73,977 SF, built in 1924, vacant Medical Office Building, 34,500 SF built in 1967, 1976 and 1983, 87% leased to multiple tenants Founders Building, 26,248 SF built in 1900 MRI, 4,428 SF built in 1988 Seven Penn Boulevard, 2,406 SF former residence, vacant Rose Carnival: 4,400 SF built in 1966, vacant Laundry: 10,914 SF, vacant Maintenance: 6,289 SF, vacant Power Plant: 10,914 SF

Total building square footage conveyed in the sale: 252,709 SF

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Main Line Health

Project Outline

In July 2007 Main Line Health opened the Bryn Mawr Hospital Health Center in Newtown Square, PA. This brand-new facility has a total of 130,000 SF on three floors. As a state of the art outpatient medical facility, this location provides physician and nursing care, medical technology, outpatient diagnostic, primary Bryn Mawr Hospital Health Center and specialty care. Building services and mechanicals include a state at the Ellis Preserve of the art HVAC system, attractive window lines and ample 130,000 SF parking. Lis Grossman System Director, Real Estate Operations The Bryn Mawr Hospital Health Center at Ellis Preserve is located at Main Line Health 3815 West Chester Pike in Newtown Square. This location provides 937 E. Haverford Road, Suite 201 easy access from all points in Delaware County and adjacent Bryn Mawr, PA 19010 610-672-1475 office communities via Routes 3, 252 and Interstate 476. 610-212-3579 cell 610-672-0005 fax Services Provided

• Full time, on-site Property Manager and Maintenance Technician.

• Contract services to achieve the highest level of service delivery and cost efficiencies.

• Asset, property, facility and medical office management, strategic planning, project management, financial reporting, record keeping and consulting.

How GVA Smith Mack Added Value

Prior to completion of the construction, Main Line Health submitted a request for proposal to the marketplace for to manage this leased premises. GVA Smith Mack was awarded an outsourced contract for Property Management, commencing before construction was complete and having the building up and running on Day 1. The facility is now approximately 50% occupied by Main Line Health affiliated practitioners as well as independent tenants. Fully operational, the GVA Smith Mack Property Management team is working with all parties including the leasing agents to ensure a successful project.

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Thomas Jefferson University

Project Outline

Upon its acquisition of 925 Chestnut Street, Thomas Jefferson University Hospital directed its agent, GVA Smith Mack, to manage the building and improve its asset value in support of its “hold” strategy. This historically registered building totals 235,000 SF and is tenanted by a combination of private sector office and ambulatory care tenants. Daily population reaches approximately 925 Chestnut Street 2,000 people. Philadelphia, PA

GVA Smith Mack performed a review of the building to make Mr. Hugh Lavery recommendations regarding the management and operating Vice President systems and procedures required to accomplish the hospital’s Thomas Jefferson University Hospital objectives. 925 Chestnut Street, Suite 115 Philadelphia, Pa. 19107 (T) 215-955-6834 Services Provided • Strategic planning and annual business plans • General facility management • Financial reporting and accounting • Mechanical operations and maintenance • Day cleaning services and executive area cleaning program • Landscape maintenance and snow removal • All maintenance, day services and night housekeeping requirements • Emergency response system

How GVA Smith Mack Added Value

Detailed recommendations and budget estimates were made that were immediately implemented. Separately, GVA Smith Mack implemented its initial business plan and began the preparation and distribution of its monthly financial reporting and operating budget variance analysis. This information allowed the client to understand the strengths and weaknesses of the investment and what areas needed to be improved relative to enhanced income or cost reductions.

GVA Smith Mack continues to successfully manage this location utilizing standardized operating procedures that ensure efficient operations within prescribed financial guidelines thereby creating maximum asset value for the client.

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Radnor Property Group – Endorsements

HONORABLE EDWARD G. RENDELL Governor, Commonwealth of Pennsylvania “I selected David to be my Director of the Governor’s Action Team because he brings to the table many years of experience in corporate real estate, property development and investments. His overall understanding of the needs of companies who wish to relocate and expand will be an asset to Pennsylvania… Under Dave’s leadership, the Governor’s Action Team (GAT) helped to create and retain more than 156,000 jobs and secured close to 500 commitments from companies… and increased the number of GAT agreements under my administration by 45 percent. The number of GAT projects successfully completed last year alone was higher than ever before. Dave’s accomplishments in negotiating on behalf of businesses and employees across the commonwealth are remarkable, and he will be missed.”

JOHN A. FRY President, Franklin & Marshall College Lancaster, PA “We along with Lancaster General Hospital and Lancaster Economic Development Corporation engaged Radnor Property Group to serve as our real estate advisor and land development manager for the Northwest Gateway Brownfield Redevelopment Project. RPG’s expertise is unique. Not only do they have the ability to undertake complex redevelopment projects in urban areas, the company has the expertise to identify and procure much needed public sector subsidies which in many cases make the difference in a project becoming a reality or not. Additionally, RPG is sensitive to our priority as an academic institution engaged as a community builder. We are thrilled with RPG’s services and endorse their work for projects requiring public/private sector partnerships for community and economic development projects.”

JAMES D. BROWN Chairman, Independence Advisors, Inc. Wayne, PA "Since 2002 Radnor Property Group has served as our real estate advisor and partner for direct investments with exemplary results. RPG's approach to real estate investing and development complements our wealth management business by enhancing the spectrum of investment alternatives for our high net-worth clients. RPG's investment analysis is comprehensive and aligned with our own in-depth due diligence process. We fully endorse RPG and look forward to a long and prosperous relationship."

JACK BRENNAN Chairman & Chief Executive Officer, The Vanguard Group Malvern, PA "I had the pleasure of working closely with Dave Yeager from the initial conceptualization through "move in" on our multi-year, multi- hundred million dollar headquarters project--a period of several years. His planning, financial and, very importantly, constituent management skills are, in a word, terrific.”

RICHARD K. LAYMAN Managing Director, Grosvenor Investment Management Philadelphia, PA “We have used the services of Radnor Property Group on multiple projects and enthusiastically endorse them. They are fiduciaries in every sense of the word and have earned our trust. For our development management and advisory service assignments Radnor Property Group has managed our projects as if they were the owners concerned about maintaining the budget and schedule while pushing for quality. Their financial systems to monitor costs are thorough and accommodate our stringent reporting requirements as an investor representing pension funds and high net worth individuals.”

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JAMES M. PIERCE, ESQ. Former President, Board of Commissioners Radnor Township, Delaware County, PA “As a member of our Planning Commission for over five years Dave has demonstrated a keen awareness of the pressures affecting today’s communities. Dave and his board members are addressing zoning, traffic, neighborhood concerns and development issues continually. He is insightful and his comments are well conceived and relevant. On the board Dave has been a consensus builder. He strives to make an applicant’s plan better by representing the needs of the community while understanding the limitations of the applicant. His background in planning, design and development has been a valuable asset to the commission and we are grateful to have his services. Dave’s active community involvement is helping to make Radnor Township a better place to live.”

Radnor Property Group – Select Project Experience

Safeguard Corporate Campus Devon, Pennsylvania

• Owner and asset manager for this $22 million, 142,000 sf office complex consisting of eight buildings in a campus setting.

• This campus is architecturally attractive and extensively landscaped with mature vegetation. It serves as the corporate headquarters for Safeguard Scientifics and Dewey Commercial in addition to housing major regional operations for Johnson Matthey.

Contact: Tony Lordi, The Dewey Companies, 595 Skippack Pike, Ste. 100, Blue Bell, PA 19087

Northwest Gateway Lancaster City, Pennsylvania

• Land developer and public subsidy procurement advisor to transform this 45-acre former Armstrong tile manufacturing complex into the “Northwestern Gateway” of Lancaster. When completed it will accommodate a campus expansion for Franklin & Marshall College and 1 million SF of mixed-use commercial and residential development.

• Responsible for the land development process on behalf of the new ownership consisting of Franklin & Marshall College, Lancaster Economic Development Corp, and Lancaster General Hospital. Phase 1 is a $30 million project involving approvals, demolition, environmental remediation and infrastructure improvements.

Contact: Keith Orris, VP of External Affairs, Franklin & Marshall College (717) 291-3868, [email protected], or Jan Bergen, Executive Vice President, Lancaster General Hospital, (717) 544-1115, [email protected]

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Alcoa Business Center Pittsburgh, Pennsylvania

• Owner and development manager for this new $34 million Class A office building consisting of 240,000 SF on the North Shore in Pittsburgh, PA.

• This 6-story building is a glass curtainwall and brick veneer structure with aluminum accents and was pre-leased to Alcoa on a long-term lease basis. The building fronts on to a major public plaza with prime views of the Allegheny River and the Downtown skyline.

Contact: Mark Schneider, President, Fourth River Development, Pittsburgh, PA (412) 231-2303, [email protected]

Pennsylvania State System of Higher Education Fourteen universities throughout Pennsylvania

• Real estate study and planning assessment for the 14 state universities throughout Pennsylvania.

• The goal is to identify development opportunities on and near campuses to help meet their expanding real estate needs, particularly student housing.

• Our engagement involves uncovering economic development synergies within the community.

Contact: Kenneth Jarin, Chairman, Board of Governors c/o Ballard Spahr Andrews & Ingersoll, Philadelphia, PA (215) 864-8135, [email protected]

Vanguard Corporate Campus Malvern, Pennsylvania

• Advisor and Development manager for Vanguard’s new corporate campus. Undertook master planning and preliminary land development approval process for 1,350,000 sf of office space on 200 acres.

• Completed final land development approvals, off-site road improvements, public park improvements and the development of 800,000 sf of office space on 100 acres. This $200 Million project consists of six three-story office buildings with a training center, conference center, cafeteria, company store, fitness center and two parking garages for 2,000 cars.

Contact: Michael Bray, The Vanguard Group (610) 669-6138, [email protected]

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B. Description & History of the Firm

Founded in 1984, GVA Smith Mack was established to represent clients in addressing their real estate requirements, and has grown to be the largest independent, Pennsylvania-resident-owned full service commercial real estate company in the Delaware Valley region. With 32 licensed real estate brokers and a total of 59 full-time employees, the company maintains four offices located in Center City Philadelphia; Wayne, Pennsylvania; Wilmington, Delaware; and Marlton, New Jersey.

Firm’s Ownership Smith Mack Holdings, Inc., is a Pennsylvania corporation and the holding company for two operating entities:

- Smith Mack & Co., Inc., a Pennsylvania corporation, d/b/a GVA Smith Mack, whose primary business is full real estate services; wholly owned by Smith Mack Holdings, Inc.;

- Smith Mack Property Management Co, Inc., a Pennsylvania corporation, d/b/a GVA Smith Mack; wholly owned by Smith Mack Holdings, Inc. and providing property management.

The corporate address for all legal entities is: 880 E. Swedesford Road, Suite 100, Wayne, PA 19087 Phone (610) 265-0600; fax (610) 265-0618

Organization Chart Day to day operations are managed by Tim Pulte, Executive Managing Director and Keri Lorenson, Partner/Chief Operating Officer, with bi-weekly reporting to the Managing Partner and Executive Committee, which is comprised of shareholders. GVA Smith Mack Reid Blynn, Managing Partner

Tim Pulte, Executive Managing Director

Property Management Brokerage Services Christine Scotti, Director Tim Pulte, Executive Managing Director

Corporate Services Capital Markets Jerry McGarry, Director Bill Russell, Director

Project Lease Landlord Tenant Investment User Management Administration Representation Representation Sales Sales

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LOCAL REAL ESTATE SOLUTIONS, GLOBALLY

GVA Smith Mack has become the dominant regional commercial real estate services firm headquartered in Philadelphia. This makes a real difference, because it means that GVA Smith Mack is not a branch office like so many other firms in the region. It means that GVA Smith Mack clients can be served by the Company’s first team. It means that the many services GVA Smith Mack provides are planned and executed here. Finally, with more than 25 real estate professionals on staff, it means GVA Smith Mack has literally hundreds of years of knowledge of the commercial real estate market in this region.

Another real difference is that GVA Smith Mack is the only firm in the region that belongs to the GVA Worldwide partnership of independent commercial real estate leaders. GVA Worldwide is an international organization of real estate industry leaders serving key markets in 20 countries. The organization comprises more than 3,500 real estate professionals in 90 markets worldwide. In 2006, GVA Worldwide partners collectively completed $26.5 billion in transactions and managed more than 150 million square feet of office, industrial, retail and specialized property.

A leading advisor in commercial real estate, GVA Worldwide optimizes client portfolios locally and around the world. It serves the real estate needs of clients including multinational corporations, major space users, developers, owners, institutions, lenders and investors.

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Accreditations, Certifications and Memberships

GVA Smith Mack, its principals or employees are members of the following organizations:

BOMA Main Line Chamber of Commerce CCIM Montgomery County Industrial Development Committee of 100 Council CoreNet PA Society Delaware Green Building Council Select Greater Philadelphia Greater Philadelphia Chamber of Commerce SIOR ICSC Tri-State Realtors

Current Property Management Assignments

Attesting to our corporate size and strength, GVA Smith Mack's current roster of assignments includes Class “A” Office buildings, many of them occupied by medical-use tenants. With few exceptions, these are office buildings. The skills require to manage office properties to the needs of medical tenants exceed the usual requirements for most office users. Because of this, GVA Smith Mack is confident our experience demonstrates a unique and very high level of competence in managing high quality office properties. Further GVA Smith Mack property management experience spans the gamut of retail, flex and other commercial properties. Property SF Managed Since Thomas Jefferson University Hospital 925 Chestnut Street, Philadelphia, PA 235,000 1998 Gibbon Building, Philadelphia, PA 80,000 1998 Jefferson HealthCare Voorhees, Voorhees, NJ 34,000 1999

Wills Eye Institute 840 Walnut Street, Philadelphia, PA 130,000 2002

School District of Philadelphia Headquarters 440 N. Broad Street, Philadelphia, PA 400,000 2003

Gift of Life Donor Program Headquarters 401 North 3rd Street, Philadelphia, PA 80,000 2004

Albert Einstein Health Network, 42 Locations Multiple sites throughout PA & NJ 304,000 2005

Cooper University Hospital/Retail Mall 800 Centennial Boulevard, Voorhees, NJ 117,000 2005

Bryn Mawr Hospital Health Center 3855 West Chester Pike, Newtown Square, PA 130,000 2007

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Section 3. Personnel Qualifications

The GVA Smith Mack/Radnor Property Group Team brings to bear a multidisciplinary approach to the selection and management of real property assets, with expertise in financial valuation, marketing, structuring transactions, due diligence execution, and documentation and closing with the full array of services offered by the company.

A summary of the primary Team members’ experience follows. Complete resumes, including additional key team members, immediately follow. The Team presented here is back up by a total of 32 licensed real estate professionals and 27 additional professional and administrative personnel. Additionally, GVA Smith Mack has partnered with Radnor Property Group to offer the best real estate advisory consulting services available. The Radnor Property Group personnel assigned to your project are detailed following the GVA Smith Mack individual key team members.

Jeff Mack, Partner, has been a significant member of the commercial brokerage community in Philadelphia since 1979. He co-founded GVA Smith Mack in 1984 and has continued to lease and sell more suburban office space than any other individual agent. In 1990, he served as Chairman of the Philadelphia Board of Realtors, Commercial and Industrial Division. He has completed over 25 transactions worldwide for Sungard Data Systems, a major tenant representation and lease administration client. He also has represented Wyeth Pharmaceuticals in various requirements totaling over 1 million square feet and spanning two decades.

Sid Smith, Partner, has been active in Philadelphia Real Estate Brokerage for over 27 years. He is the founding partner of Smith Mack. Sid is experienced in every facet of the commercial real estate business. Sid has represented countless firms in solving their real estate needs, whether that be negotiating a lease for a tenant, selling a building for an owner/user or acquiring entire city blocks for a developer to build a Class A high-rise. Sid's breadth of experience has also led to many consulting assignments to help large organizations maximize the value of their real estate assets. Sid is one of the key "Market Makers" in Philadelphia's Commercial Real Estate industry and was recently recognized by CoStar as one of the nation’s “Power Brokers”.

Reid Blynn, Managing Partner, has consolidated a leading position in the regional real estate industry since 1984. Having risen through the ranks of GVA Smith Mack, Mr. Blynn serves as Managing Partner. As Managing Partner of GVA Smith Mack, Mr. Blynn is responsible for the GVA Smith Mack platform of services, strategy and implementation. Mr. Blynn is fortunate to have a very capable staff and maintains a dynamic national and regional tenant representative advisory practice. Like all of the principals of GVA Smith Mack, Mr. Blynn maintains a robust real estate practice. He only represents tenants and corporate users in his Tenant Representation practice. Mr. Blynn has a proven track record of building long-term client relationships and has been fortunate to represent many tenants. He has been generous with his time and commitment to important civic and professional organizations.

Bill Russell, Senior Director – Investment & Mortgage Services, has over 25 years experience in commercial real estate acquisitions/dispositions, finance, asset management and development. Previously, he was Vice

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President of Asset Management & Acquisitions at Corporate Property Investors (CPI), an institutionally- owned REIT. He also has commercial and construction lending experience from his time spent with Chemical Bank. Bill has placed in excess of $500 million in real estate equity and debt, including the sale of $305 million of investment real estate and the extension of $195 million commercial mortgages and construction loans. He has completed real estate development projects, including office, warehouse/distribution and retail properties, totaling in excess of $40 million. Select major projects/clients include Gift of Life Donor Program, GSI Commerce, Progress Bank, USANCE, Cigna, and PEW Charitable Trusts.

David Yeager, President, Radnor Property Group, has a broad array of experiences and skills in corporate real estate, property development, and acquisitions in a NYSE-listed real estate investment trust (REIT). In his two decades of real estate experience Dave has undertaken over $400 million in acquisitions and managed more than 5 million square feet of real estate projects. Notable projects during his career include the Vanguard Corporate Campus in Malvern ($200 million), Alcoa Business Services Center in Pittsburgh ($34 million), and the Willow Grove Park Mall renovation and expansion ($12 million). In 1999 Dave formed Radnor Property Group LLC to focus on development services and investments. Since its founding Radnor Property Group has developed or advised on over $120 million of real estate assets. During 2003 he took a hiatus from RPG to serve on the Governor’s Action Team where he completed investments (500 private sector projects involving over $5.6 billion of private capital investment) and total jobs created and retained (180,000 jobs).

To support the Team, GVA Smith Mack offers a wide range of full-service graphic design and marketing communications expertise utilizing both our full-time, four-person dedicated marketing staff as well as established relationships with our vendors. This flexibility allows us to meet the demands of our clients while maintaining our core business focus – selling real estate.

RESUMES Resumes for key personnel follow.

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Timothy M. Pulte EXECUTIVE MANAGING DIRECTOR

Prior to joining GVA Smith Mack in May of 2005, Mr. Pulte spent two years as Vice President of Land Acquisition for Pulte Homes of Connecticut. Before his tenure in Connecticut, he spent 17 years working in Pennsylvania. In his time with GMH Capital Partners/College Park Communities in Philadelphia, he held the position of Senior Vice President of Corporate Services and Business Development. In this role, Mr. Pulte oversaw the Corporate Services and the GE Capital Real Estate Portfolio, before moving on to oversee the brokerage division of the company in eastern Pennsylvania and southern New Jersey, while also directing all aspects of business development. Additionally, he fulfilled the role of Executive Vice President and Managing Director of the Philadelphia District during his employment with Grubb & Ellis.

As Executive Managing Director, Mr. Pulte is responsible for maintaining and improving service delivery among all five service lines offered by GVA Smith Mack. Tim’s role is designed to drive expansion, which will allows clients access to GVA Smith Mack’s services in multiple markets.

Professional Affiliations:

Mr. Pulte currently serves on the Board of Trustees for Thomas Jefferson University, Board of Directors for the Philadelphia Police Athletics League (PAL), Board of Directors for Eagles Fly for Leukemia, and the Board of Directors and Executive Committee of the Tri-State Commercial Alliance, and the University of Connecticut School of Business Center for Real Estate Council. Additionally, he is also a member of CoreNet Global, ICSC, National Multi Housing Council, and National Association of Real Estate Investment Trusts (NAREIT). Mr. Pulte has served as Chairman of the National Office Council of the Grubb and Ellis Company and is a past member of Pulte Homes National Land Council and the Pennsylvania Industrial Development Authority. He is also a former member of the Board of Directors for the Kidney Foundation of Western Pennsylvania, Indiana University of Pennsylvania National Alumni Board of Directors, and Council of Trustees of Indiana University of Pennsylvania.

Education:

Mr. Pulte holds a Bachelor of Science degree in Marketing from Indiana University of Pennsylvania, 1985.

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Sidney V. Smith FOUNDING PARTNER

Sidney, “Sid” Smith has been active in Philadelphia Real Estate Brokerage for over 27 years. He is the founding partner of Smith Mack. Sid is experienced in every facet of the commercial real estate business. Sid has represented countless firms in solving their real estate needs, whether that be negotiating a lease for a tenant, selling a building for an owner/user or acquiring entire city blocks for a developer to build a Class A high-rise. Sid's breadth of experience has also led to many consulting assignments to help large organizations maximize the value of their real estate assets. Sid is one of the key "Market Makers" in Philadelphia's Commercial Real Estate industry and was recently recognized by CoStar as one of the nation’s Selected Client List: “Power Brokers”. Albert Einstein Healthcare Network Land Assembly: Amerimar Management Sid has represented some of the region’s largest institutional clients in acquiring Attalus Capital land. He assembled Bell Atlantic Properties ("BAP") in 1986, on BAP's behalf, the Management Bank of Tokyo Trust Co. land on which BAP constructed the 1,025,000 SF Bell Atlantic Tower. BAP then Bay Colony Properties engaged Sid to acquire the entire city block across from the Tower, for future Bell of Pennsylvania considerations. These transactions totaled over $70,000,000 in land sales. Sid also Beneficial Savings Bank Boston Properties represented Thomas Jefferson University Hospital, Bay Colony Property Company Cabot Cabot and Forbes and Valhal Corporation in various Land Assemblies. Cigna Corporation Continental Bank Consulting & Strategic Planning: First Capital Financial First Fidelity Sun Company, Bell Atlantic Properties, Bay Colony Property Company, Thomas Harvey Pennington et al Jefferson University Hospital and Albert Einstein Health Care Network have all Liberty Property Trust engaged Sid to perform in various consulting capacities. When the Sun Company Lubert/Adler Parkway Corporation acquired Atlantic Refining, Sid analyzed the various leaseholds and equity Philadelphia Management properties to advise Sun on which facilities were redundant and the cost and Medical Broadcasting procedure of disposition. Post-acquisition, Sid was engaged to dispose of the Corporation Pew Charitable Trust redundant properties. The sum of all this experience is a comprehensive Resolute Management Inc. knowledge of the many facets of commercial real estate within an individual who Sun Company has been the catalyst in hundreds of millions of dollars worth of transactions Sybedon Corp. The Franklin Institute throughout the Delaware Valley. Thomas Jefferson Univ. Hospital Professional Affiliations: Titan Investments Urban Land Institute (ULI) Trammell Crow Development Company NACORE Philadelphia Board of Realtors (Past President, C&I Division) Mayor's Private Industry Task Force (Member, 1993-94) Children’s Aid Society (President of the Board of Trustees) Central Philadelphia Development Corporation (Member) Communities In Schools (Member)

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Jeffrey E. Mack

FOUNDING PARTNER

Jeffrey E. Mack has been a significant member of the commercial brokerage community in Philadelphia since 1979. He co-founded GVA Smith Mack in 1984 and has continued to lease and sell more suburban office space than any other individual agent. He served as past Chairman of the Philadelphia Board of Realtors, Commercial and Industrial Division.

Recent transactions include the following:

SunGard Data Systems Inc. (SF) Selected Client List: Tenant Representation Services-Worldwide- over 25 transactions completed including: Headquarters (Wayne): 128,125 Chicago: 35,700 Acorn Development Corp. New York City: 17,000; 33,000; 48,340 Philadelphia: 19,000 Aegon London: 82,000; 30,000; 9,500; 5,800 Charlotte: 43,500 AEW Atlanta: 21,000 Jacksonville: 87,000 Allstate Boston: 31,000, 49,245 Vorhees: 34,700 Bell Atlantic Corp. Calabasas: 29,500 Houston: 50,000 Bell of Pennsylvania Kansas City: 21,000 Pune, India: 15,000 Berwind Property Group Jersey City: 17,400; 38,736 Christchurch, NZ: 22,000 CoreTech Consulting Group Day & Zimmermann Dewey Commercial R.E. Headquarters Tenant Representation Transactions (SF) – Partial List: First Evergreen Wyeth: 463,000; 254,000; 175,000; 101,000; 101,900; 74,000; 65,000; 32,000; George Weston Foods 28,000; 20,000 GHR Systems, Inc. PennDot: 106,000 GSI Commerce Chase Econometric Assoc.: 65,000 HRPT LTK Engineering: 72,000 ICI Americas Novacare, Inc.: 166,000; 70,000; 20,000 Jefferson Health System Professional Underwriters: 19,000; 15,000; 30,000 Johnson Matthey Kensey Nash PA Merchant Group: 44,000 Keystone Property Group Genuardi's Supermarkets: 75,000 Kravco Stroehmann Bakeries, Inc.: 51,179 Legg Mason Real Estate Svs. Pegasus Communications: 21,000; 74,000 Leggat McCall Properties GSI Commerce: 104,000, 85,000 Lincoln National Life Ins. Co. Johnson Matthey: 21,000; 130,000 LTK Engineering Kensey Nash: 180,000 Main Line Health McCloskey Management Professional Affiliations: New England Mutual O’Neill Properties • Philadelphia Board of Realtors C & I Platinum (1987) & Gold Award (1988); Director; PageNet Pew Charitable Trusts Chairman Commercial & Industrial Division (1990) Progress Bank • Brandywine Realty Trust - Broker Recognition Award (1998, 1999, & 2003) Providian Insurance Company Prentiss Properties Trust • Overbrook Golf Club, Squires Golf Club PSE&G • Diagnostic & Rehabilitation Center of Philadelphia - Board Member Simon Development Co. • Alliance Francais (Philadelphia) - Former Treasurer Stroehmann Bakeries SunGard • French American Chamber of Commerce Travelers Insurance • Natural Lands Trust - Director, Board of Trustees Wyeth

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H. Reid Blynn, Jr. MANAGING PARTNER

While serving clients in the Philadelphia office market since 1984, Mr. Blynn has consolidated a leading position in the regional real estate industry. Having risen through the ranks of GVA Smith Mack, Mr. Blynn serves as Managing Partner. As Managing Partner of GVA Smith Mack, Mr. Blynn is responsible for the GVA Smith Mack platform of services, strategy and implementation. Mr. Blynn is fortunate to have a very capable staff and maintains a dynamic national and regional tenant representative advisory practice. Selected Client List: Like all of the principals of GVA Smith Mack, Mr. Blynn maintains a robust real Covance estate practice. He only represents tenants and corporate users in his Tenant Allen Sherman Hoff Representation practice. MDS Pharma Sartomer Company ProQuest Mr. Blynn has a proven track record of building long-term client relationships and Graebel Moving Company has been fortunate to represent many tenants. He has been generous with his time Publicis/Arista Pall Corporation and commitment to important civic and professional organizations. Graphic Packaging HRH of Philadelphia Janney Montgomery Scott Corporate Headquarters Tenant Representation Transactions (SF) Pharmacia Day & Zimmermann Pegasus Communications: 74,000; 21,000

Airgas: 48,000 Excellerx: 47,000 AM Communications: 40,000; 20,000 GHR Systems: 39,000 Invisible Fence Company: 35,000; 6,500 Henkel Corporation: 34,000 Covalent: 33,000 ICG Commerce: 31,000 US Interactive: 28,000 American Independent Insurance Company: 24,000 Radnor Holdings: 24,000 Americas Choice Health Plan: 22,500 The Addis Group: 15,000 Cadient: 11,245

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James P. Mullarkey, Esquire PARTNER

Jim joins GVA Smith Mack having distinguished himself in the commercial real estate leasing industry and the day to day operations and management of a leading real estate portfolio. Since 2003, Jim has completed over 1.25 million rentable square feet in leasing transactions representing a value of over $175 million. In 2002, he was part of the team that won the Best Suburban Real Estate Lease of the Year for the Centocor Lease at Radnor Research and Technology Center. Selected Client List: Prior to joining GVA Smith Mack, Jim served as Vice President and Chief RREEF Operating Officer of The Rubenstein Brokerage Group, Inc. where he was Triple Net Properties responsible for leasing the company’s eight million square foot portfolio Ten Penn Associates, L.P. Westworld Management spanning several states. Bio Med Realty Trust Centocor Jim began his tenant representation real estate career as associate at Fox, Stradley Ronan Stevens & Young, LLP Rothschild, O’Brien and Frankel where he worked in both the corporate and Big Brothers Big Sisters real estate transactions department. He later joined The Rubenstein Company, Heitman Organization L.P. as Associate General Counsel where his primary responsibility was drafting and negotiating leases for the company’s eight million square feet of properties. He also assisted in Rubenstein’s acquisitions of Valley Creek Corporate Center, Pinnacle Towers, Radnor Financial Center and Radnor Research and Technology Center, as well as the dispositions of ABC/Whitewater, Plymouth Meeting Executive Campus, Ten Penn Center, 2000 Market Street, and Westfields.

Jim graduated, cum laude, from Temple University Law School with a Juris Doctor and from Temple University School of Business with a Master of Business Administration, Beta Gamma Sigma, with both degrees conferred in 1996. While at Temple, Jim clerked for the Honorable Lowell A. Reed, Jr. of the United States District Court for the Eastern District of Pennsylvania in the summer of 1994 and was a summer intern for Fox, Rothschild in 1995.

Jim graduated in 1990 from Pennsylvania State University with a Bachelor of Science in Marketing and a minor in Economics. At Penn State, Jim was a member of Phi Kappa Sigma National Fraternity. After graduation, Jim worked with Shell Oil Company in New York from 1990 to 1992 in the Marketing and Refining Division as a Territory Manager.

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William R. Russell, III SENIOR DIRECTOR, REAL ESTATE CAPITAL MARKETS

Bill Russell joined GVA Smith Mack’s Real Estate Capital Markets Group in 2003. Bill has over 25 years experience in commercial real estate acquisitions/dispositions, finance, asset management and development. Previously, he was Vice President of Asset Management & Acquisitions at Corporate Property Investors (CPI), an institutionally owned REIT. He also has commercial and construction lending experience from his time spent with Chemical Bank. Bill has placed in excess of $617 million in real estate equity and debt, including the sale of $346 million of investment real estate and the extension of $271 million commercial mortgages and Selected Client List: construction loans. Additionally, lease transactions executed at GVA Smith Mack totaled over 150,000 SF of NRA with aggregate value of approximately $18.3 AMB Properties million. He has completed real estate development projects, including office, BPG Properties, LTD Brandywine Realty Trust warehouse/distribution and retail properties, totaling in excess of $40 million. CD Realty Advisors Representative transactions include the following. Charlotte Russe Chemical Bank Cigna Investment Sales: Commerce Bank Stoneridge Corporate Center, Exton, PA: Confidential price, Class B Office DBSI Group 134 Centre St., New York, NY: $55 million, Class B Office GSI Commerce USANCE Office Portfolio, Ft. Washington, PA: $17.6 million, Class B Office Gift of Life Donor Program 4 Sentry Parkway, Blue Bell, PA: $10.3 million, Class A Office Johnson Matthey Keystone Property Group Leases: Liberty Property Trust SunGard Higher Education, 3 County View Road, Malvern, PA Mack-Cali Realty Corp Group 9, Inc., 444 Oxford Valley Road, Langhorn, PA Maguire & Partners Mellon Bank, NA Keane Tracers, 1400 Liberty Ridge, Malvern, PA Metropolitan Life O’Neill Property Group Acquisitions Advisory: Parkway Corporation Glenolden Laboratory Facility, Glenolden, PA: $8.25 million, Lab & Office Facility Pitcarin Properties GSI Commerce Headquarters Building, King of Prussia, PA: $17 million, Class A Progress Bank Provident Life & Accident Headquarters: Sungard Higher Education Johnson Matthey Warehouse Facility, Wayne, PA: $10 million, Industrial The Boeing Company 112 West Park Drive, Mt. Laurel, NJ: $5.1 million, Class B office and excess land The Rouse Company Traveler’s 1000 Conshohocken Road, Conshohocken, PA: $1.9 million, Class C office / land University of Pennsylvania Usance Realty Mortgage Loans: Wachovia Maher Partners Gift of Life Donor Program, Philadelphia, PA: $15.5 million, Office/Headquarters Wells Real Estate Funds Convention Center Parking Garage, Philadelphia, PA: $27.1 million, Parking/Retail Wood Partners

Professional Affiliations: Boys & Girls Clubs of Delaware, Member of the Management Committee Brandywine Chapter (DE) Ducks Unlimited, Past Treasurer Duke University Alumni Association Washington College Alumni Association Loyola College Alumni Association

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Jerry McGarry DIRECTOR, CORPORATE REAL ESTATE SERVICES

Jerry McGarry, Director of Corporate Real Estate and Project Management, joined GVA Smith Mack & Company in September 2004. Jerry is responsible for working with both the Tenant Representation and Corporate Services Lines. Added value opportunities for our clients include; project oversight, construction cost analysis, time line development, negotiation of client-vendor relationships and new business development. With over 20 years of commercial real estate experience, Jerry has special expertise in development of budgets for new sites, tenant fit-out specifications, furniture purchase, voice and data infrastructure purchase and presentation of relocation and consolidation options in an understandable format. His projects have included new lease fit outs, corporate relocations, existing site renovations and build-to suit requirements.

Corporate Headquarters (SF): EDS, Fairfax, VA: 480,000 AmeriSource Bergen, Wayne, PA: 60,000 Delaware Valley Financial Services, Wayne, PA: 60,000 EDS Corp., Hong Kong, Ltd.: 56,000 Catholic Health East, Newtown Square, PA: 25,000 Economy.com, West Chester, PA: 25,000 EDS IT Services, KL, Malaysia: 18,000 Medrisk, Gulph Mills, PA: 55,000 Sungard Corporation, Philadelphia, PA: 200 offices RPS, Fort Washington, PA: 60,000 AGC Inc., Exton, PA: 32,000 Neoware Inc., King of Prussia, PA: 30,000 Cadient Inc., Conshohocken, PA: 19,000 PointRoll, Conshohocken, PA: 20,000

Regional Sites (SF): Quest Diagnostics PA/NJ: 200,000 CAMD Corporation, Wayne, PA: 87,000 ERM, Exton, PA: 50,000 FAA, Herndon, VA: 45,000 Gateway, Horsham, PA: 40,000 Jefferson Health, Radnor, PA: 37,000 International SOS, Bensalem, PA: 30,000 Unitrin Direct, Plymouth Meeting, PA: 30,000 ISS, Langhorne, PA: 15,000 Datascan, Langhorne, PA: 15,000 BCI Inc., Fort Washington, PA: 14,000 Gannet Fleming, Harrisburg, PA: 50 offices ERM, Exton, PA: 40 offices Group 9, Langhorne, PA: 28,000 First American Title, King of Prussia, PA: 20,000 Fox Chase Bank, Blue Bell, PA: 22,000

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Christine A. Scotti DIRECTOR OF PROPERTY MANAGEMENT

Christine is responsible for the development and direction of overall operational, financial, and business strategies for the property management division. Her focus is to achieve optimum operational and financial performance for a portfolio of office, retail, and industrial properties.

GVA Smith Mack currently has over 2.5 million square feet under management; 1 million square feet of the portfolio is attributed to medical office building management, for high profile clients such as Albert Einstein Health Network, Thomas Jefferson University Hospital, and Wills Eye Hospital. Among the area’s full service corporate real estate firms, GVA Smith Mack has the largest roster of medical office assignments in the Philadelphia region.

Christine has over 16 years of experience in property management. Prior to joining GVA Smith Mack, Christine was Director of Property Management for Wolfson Verrichia Group, Inc., where she was responsible for all phases of property management and construction for a retail portfolio in excess of 3 million square feet. Previously she served as Director of Property Management for BET Investments, where she oversaw property management and construction for a commercial portfolio of over 4 million square feet. Christine began her career with Trammell Crow Company, and has also previously been employed by the former Kranzco Realty Trust (now Centro Watt). She is a graduate of Temple University, and holds a Pennsylvania real estate license.

As Director, Christine is in charge of adding value to the company by developing new ways to improve the performance of each property, as well as acquiring new management accounts to expand the portfolio.

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Neil Shupak EXECUTIVE DIRECTOR

Neil has been with GVA Smith Mack since 1998. He began his career in 1974 with Lanard & Axilbund and then spent 25 years with Zalesne & Herd Realtors. Neil is extremely well versed in all facets of commercial and industrial sales and leasing – he has sold or leased over 10,000,000 SF of space with an aggregate value in excess of $400,000,000. Neil served on the Board of Directors of the Philadelphia Board of Realtors from 1991 to 1994 and as Chairman of the Commercial & Industrial Division in 1993 and 1994.

Leasing Assignments: Clients with Multiple Trefoil Properties: Towamencin Corporate Center – 77,500 SF Transactions: Gwynedd Corporate Center – 126,000 SF The Fairway – 50,000 SF Hawthorne Court – 120,000 SF AAA Mid-Atlantic AT&T Granor Price: Lantern Hill at Doylestown - 60,000 SF Bell Atlantic (Verizon) Loeb Partners Realty: Jenkintown Plaza - 106,000 SF Berean Baptist Church Brandywine Realty Trust Boeing Boscov's Dept. Stores Major Transactions: Broder Bros. Co. Burger King Corporation David's Bridal, Conshohocken, PA: Headquarters (80,000 SF) & 2 Distribution Combustion Engineering Centers (174,000 SF & 192,000 SF) CRC Industries Communication Workers of Eagle's Eye, Conshohocken, PA: Headquarters (80,000 SF) America Warehouse (174,000 SF) Countrywide Home Loans David’s Bridal Community Education Partners, Philadelphia, PA: High School (162,000 SF) Eagle’s Eye DSM Food Specialties, Valley Forge, PA: North American Headquarters Ecolab, Inc. (50,000 SF) Goodwill Industries Granor Price Homes Elmar Supply, Inc., Willow Grove, PA: Headquarters & Manufacturing (96,000 SF) Keystone Industries, Inc. The Cutler Group, Inc., Plymouth Meeting, PA: Headquarters (35,000 SF) Keystone Insurance Co. Broder Bros. Co., Trevose, PA: Headquarters (45,000 SF), Keystone Property Group Laborers District Council Seattle Distribution Center (165,000 SF), Bolingbrook, IL (425,000 SF), Liberty Property Trust Orlando, FL (340,000 SF), Harrisburg, PA (412,500 SF), & Miles & Generalis, Inc. Nationwide Mutual Sante Fe Springs, CA (33,000 SF) Insurance Company The Commons at Little Falls, Wilmington, DE: 38 Acre Office Park – P & N Distribution, Inc. Sold to Trefoil Properties Paccar, Inc. PECO Energy Company RBC Nice Bearings, Kulpsville, PA: 132,000 SF on 16 acres Rite-Aid Corporation Countrywide Home Loans, Hatboro, PA: 87,042 SF RM Shoemaker Company Strauss Engineering Co. Southern Wine & Spirits of Pennsylvania, Inc. Star Linen, Inc. Techni-Tool Inc. The Henderson Group Trefoil Properties

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John H.Susanin SENIOR DIRECTOR

John Susanin is an office leasing broker in the GVA Smith Mack suburban office. Prior to joining GVA Smith Mack, John had 10 years of diversified international business experience in the fields of distribution, agency and manufacturers representation. As a commercial real estate professional, John has completed multiple leasing assignments specializing in representing landlords as well as tenants.

Project Leasing Experience (SF):

760 Moore Road, King of Prussia, PA: 240,000 Selected Client List: Sentry Park West, Blue Bell, PA: 220,000 ADP 1000 Continental, King of Prussia, PA: 200,000 Archon Group 211 South Gulph Road, King of Prussia, PA: 100,000 Benchmark Medical,Inc. BPG Properties Ltd. 101 West Elm Street, Conshohocken, PA: 185,000 Chase Manhattan Bank Highview at Providence Corporate Center, Collegeville, PA: 175,000 Christies 800-820 Adams Avenue, Valley Forge, PA: 110,000 DLJ Direct Elf-Atochem The Atrium, King of Prussia, PA: 80,000 Exxon-Mobil Corp Oaks Corporate Center, Oaks, PA: 72,000 GHR Systems 2900 Egypt Road, Audubon, PA: 51,000 Guardian Life Jebsen Hartmann Line Blue Bell Plaza, Blue Bell: 125,000 Keystone Property Group Legg Mason Real Estate Professional Affiliations: Services LoJack International American Red Cross, Chairman of Disaster Services Volunteer of the Year, 1998 & O'Neill Properties Group 2003 (Southeastern Pennsylvania) Texas Instruments The Nolen Group Honored by President Bush for Service to the Community, 2003 Traffic.com University of Richmond Alumni Association, Phila. Chapter Board Member Ubiquitel, Inc. Archon Group, Distinguished Service Award, 2004 Wyeth, Inc.

Philadelphia Business Journal, 40 Under 40, 2004

Education:

The Episcopal Academy University of Richmond, BA Temple University, MBA

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Doug Newbert SENIOR DIRECTOR

Doug Newbert has worked in the commercial real estate industry since 1994, and has extensive experience representing landlords and corporate users. His experience with business development and transitional work includes the negotiation of over 2,000,000 square feet of office and industrial leases across the country. Before joining GVA Smith Mack in 2003, Doug worked for Jones Lang LaSalle in Philadelphia, Pennsylvania and Mohr Partners in Tampa, Florida.

Awards Selected Client List: GVA Smith Mack Top Producer (Wayne Office), 2005 Vantage Learning Sybase Tacoda Systems Project Leasing Experience Osage Industries 16 & 18 Sentry Park, Blue Bell, PA: 180,000 SF Kforce Prophet 21 Stone Manor Corporate Center, Warrington, PA: 200,000 SF Northwestern Mutual Plymouth Corporate Center, Conshohocken, PA: 200,000 SF Leventhal, Sutton & Gornstein Northbrook Corporate Center, Trevose, PA: 275,000 SF PGI International Network 580 Virginia Avenue, Fort Washington, PA: 43,000 SF Services 1035 Virginia Avenue, Fort Washington, PA: 30,000 SF Equitable Wayne Dalton Corporation 225 E City Avenue, Bala Cynwyd, PA: 80,000 SF Weight Watchers Sentry Park West, Blue Bell, PA: 220,000 SF 1000 Continental Drive, King of Prussia, PA: 200,000 SF Fort Washington Executive Center, Fort Washington, PA: 400,000 SF Bucks Technology Center, Trevose, PA: 364,000 SF

Sales Experience 2500 York Road, Jamison, PA: 63,000 SF 275 Commerce Drive, Fort Washington, PA: 48,000 SF 1250 Virginia Drive, Fort Washington, PA: 42,000 SF 550 Pinetown Road, Fort Washington, PA: 92,000 SF Hampton Inn hotel pad site, Warrington, PA

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David Yeager PRESIDENT, RADNOR PROPERTY GROUP LLC

David Yeager has a broad array of experiences and skills in corporate real estate, property development, and acquisitions in a NYSE-listed real estate investment trust (REIT). In his two decades of real estate experience Dave has undertaken over $400 million in acquisitions and managed more than 5 million square feet of real estate projects. Notable projects during his career include the Vanguard Corporate Campus in Malvern ($200 million), Alcoa Business Services Center in Pittsburgh ($34 million), and the Willow Grove Park Mall renovation and expansion ($12 million). Selected Client List: In 1999 Dave formed Radnor Property Group LLC to focus on development services and investments. Since its founding Radnor Property Group has Alcoa Commonwealth of PA developed or advised on over $120 million of real estate assets. Dewey Commercial Franklin & Marshall College In 2003 Dave took a temporary leave from RPG when he was appointed by Grosvenor Investments Governor Edward G. Rendell to head the Governor’s Action Team (GAT). As its Lancaster Economic Director he led the administration’s efforts to recruit new business and real estate Development Group Lancaster General development in order to create/retain jobs in Pennsylvania. During Dave’s tenure Hospital over the first two and a half years of the Rendell Administration, his team PA State System of Higher Education outperformed all prior GAT achievements in terms of the number of completed Safeguard Scientifics investments (500 private sector projects involving over $5.6 billion of private The Vanguard Group capital investment) and total jobs created and retained (180,000 jobs).

In 2005, Dave returned to RPG to resume his real estate activities. He was a licensed real estate broker in Pennsylvania and a Landscape Architect (inactive status). He formerly served on Governor Rendell’s Economic Development Cabinet and as Chairman of the Radnor Township Planning Commission in Delaware County. Dave holds a B.F.A. and B. of Landscape Architecture from Rhode Island School of Design and a M. of Urban Design & Planning from Harvard University. Additionally, he holds a degree in Real Estate Investment and Finance from New York University.

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Timothy Gigliotti ASSOCIATE/PROJECT MANAGEMENT, RADNOR PROPERTY GROUP LLC

Tim Gigliotti is an Associate of Radnor Property Group. His analytical and project management expertise allows him to focus on financial modeling and predevelopment analysis, project management and real estate advisory services for RPG.

Tim constructs the models used for evaluating our projects conducting extensive analysis of pro forma and project cost models to insure they are accurate projections of the deal. When the project crosses from the predevelopment to the development stage, he takes responsibility for project cost management, contractor and subcontractor relations and other project management responsibilities needed to guarantee the projects are completed on time and on budget. Tim is currently managing the $33.5 million Lancaster’s Northwest Gateway/Armstrong Project redevelopment. This project is currently 50% complete, ahead of schedule and on budget. Tim also provides real estate advisory services for multiple colleges and universities in Pennsylvania and conducted market evaluations for multiple urban infill development projects.

Prior to joining RPG, he served with the Governor's Action Team in Erie, PA. He was instrumental in working personally with private sector businesses (primarily in financial services, high-technology and manufacturing) advising them on expansion and relocation efforts within the region. Tim holds a Bachelors of Science in Economics and Finance from Penn State and a Masters of Business Administration from Penn State Erie - The Behrend College.

John F. Weaver PRINCIPAL, RADNOR PROPERTY GROUP LLC

John Weaver has over 25 years experience in Real Estate Finance and investment. He is the founding member of Boulder Creek Advisors, LLC, a real estate investment and consulting firm specializing in the development and capitalization of commercial and residential real estate projects. Areas of focus include sourcing and structuring of conventional debt, the integration of conventional debt with Federal New Markets and Historic Tax Credits and the sourcing of private equity capital. Primarily product focus is in historic rehabilitation and community redevelopment projects.

Prior to forming Boulder Creek Advisors, Mr. Weaver was the Chief Risk Officer of Capmark Financial Group, an $18 Billion global real estate finance firm with operations in North America, Asia and Europe specializing in real estate investment, lending and services. As Chief Risk Officer, Mr. Weaver was Chairman of the firm’s Investment Committee and its Enterprise Risk Management Committee.

Mr. Weaver holds a Bachelor of Arts degree in Economics from Franklin and Marshall College in Lancaster, PA and a Masters of Business Administration degree from Mercer University – Atlanta, GA. He currently resides in Newtown Square, Pennsylvania.

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Elisabeth M. Yeager ASSOCIATE/OPERATIONS, RADNOR PROPERTY GROUP LLC

Elisabeth's 19 years of professional experience include a mix of planning, design and construction administration skills: land planning, landscape architecture, estimating and construction. Her project experience includes large institutional and commercial developments as well as residential gardens. She worked for Kane Liede & Ratyna (Pleasantville, NY), Keith Simpson Associates (New Canaan, CT) and Wells Appel (Haddonfield, NJ).

Her 10 years as president of her own design and consulting firm give her practical perspective in working with demanding clients in design and construction. Elisabeth earned a BA at the University of Vermont and a M. of Landscape Architecture from Harvard University.

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Section 4. Firm’s Resources

GVA Smith Mack’s primary office is located in Wayne, PA, with approximately 37 employees spanning all service lines and operations departments including acquisitions / tenant representation, dispositions / project leasing and sales, capital markets, corporate real estate services, and property management as well as I.T., Human Resources, Accounting and Marketing functions.

The second largest office is located in Center City Philadelphia with 12 employees focused on servicing client needs, both tenant and landlord. GVA Smith Mack also maintains offices in Wilmington, DE, and Marlton, NJ with a total of 7 additional staff. The remainder of GVA Smith Mack employees represent on-site property management personnel at various locations across Southeastern Pennsylvania.

Current Workload We can commit that this assignment can be undertaken within an immediate time frame and that the assumption of this assignment can be absorbed in a timely and orderly fashion, for a seamless transition on January 1, 2008, or any start date thereafter. GVA Smith Mack and RPG employ ample staff to meet the DGS requirements.

Systems & Support Services GVA Smith Mack is a full service firm with all operations departments necessary to serve our clients’ needs. Operations Systems include:

i. Accounting GVA Smith Mack on-site personnel receive the full support of all property accounting functions on a daily basis as needs dictate. Established, standardized procedures are in place to ensure a smooth flow of communication, documentation and reporting between the accounting function, on-site personnel and the client.

ii. Information Technology GVA Smith Mack provides all personnel with access to full time IT/Telecom Manager support to ensure the appropriate equipment, connectively and efficiency is achieved. This includes interfacing with the client’s IT personnel to ensure integration and compatibility as appropriate.

iii. Human Resources This function is provided at the GVA Smith Mack corporate level with a dedicated Human Resources/Benefit administrator who is available to all employees at the initial hiring as well as for ongoing questions and requirements.

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iv. Marketing This function is provided at the GVA Smith Mack corporate level in the Wayne, PA, office, with a full-time, four-person staff dedicated marketing communications, graphic design, and market research activities.

v. Regulatory/Compliance GVA Smith Mack on-site personnel and the Director of Property Management are responsible to evaluate and identify any regulatory/compliance requirements at the property specific level, advise client, make recommendations for solutions, and propose external experts to execute any approved work. Other corporate resources are also available through general knowledge and vendor relationships across the company.

vi. Risk Management This function is provided at the GVA Smith Mack corporate level with seamless interface between the on-site team, the Director of Property Management and the Chief Operating Officer.

vii. Construction Management GVA Smith Mack on-site personnel have direct access to corporate level resources with expertise in this area, including the Director of Property Management.

Systems Description

i. Accounting GVA Smith Mack uses the MRI Software for property management accounting. This is a Microsoft Windows-based system including all necessary modules integrated to provide complete monthly reports. *

* Please note that we have accounting experience with client-preferred software including Yardi and Skyline, and are willing to consider managing the DGS account on another system upon mutual approval of cost to implement and maintain.

ii. Preventive Maintenance For general building repairs and maintenance, GVA Smith Mack will first evaluate the size, cost and timing of the project and will determine whether an outside vendor shall be utilized. All work will be coordinated by GVA Smith Mack.

We will coordinate and supervise all improvements, repairs and maintenance including receiving, coordinating, and tracking work order requests. All work orders will be entered into a web-based maintenance reporting system for efficient tracking and reporting.

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iii. Energy Accounting The monthly accounting/reporting function covers a basic monitoring of energy usage charges and will uncover changes or spikes in monthly costs; however, detailed energy audits may be performed via third-party contract for a fee, upon Owner request.

iv. Inventory Control GVA Smith Mack’s building operating procedures outline standards and requirements for inventory usage monitoring and secure storage to prevent loss or theft. Supply expenses and consumption are monitored on a continuous basis along with the monthly reporting function.

v. Budgeting When undertaking a new assignment, GVA Smith Mack develops an initial management plan, which includes consideration of potential cost saving actions. Cost control initiatives best illustrate how GVA Smith Mack leverages its experience, best practices and resources for its clients.

vi. Purchasing As part of our approach to managing and controlling costs, we will determine how to operate the buildings more efficiently and at what costs. This effort begins with an examination of the drivers of operating expenses: utility costs, landscaping, repair and maintenance, etc. Following this examination and throughout the property management assignment, GVA Smith Mack will follow strict purchasing guidelines to ensure all cost control measures are put into practice.

vii. Crisis Management A rapid response system will be implemented in order to get the property or tenant site online as quickly as possible after an emergency event and to limit the amount and duration of the damage. viii. Regulatory Compliance GVA Smith Mack will maintain a safe and code-compliant building environment to encompass all agency regulation such as municipal, state, police, fire, OSHA, EPA, etc.

ix. Safety Fire safety and security systems will be inspected for each tenant and common area. The purpose of this inspection is to familiarize GVA Smith Mack and the client with the components of these systems and to ensure that they are totally operational and are being properly maintained.

x. Performance Auditing Through continuous review, daily hands on management and the monthly reporting process, GVA Smith Mack will ensure that all real estate services provided, regardless of the magnitude, will be handled in a consistent and professional manner.

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xi. Personnel For each assignment, GVA Smith Mack invests considerable effort in communicating its corporate culture and evaluating this for its fit with the client. The purpose of this effort is to provide a consistency in our service programs, particularly with the delivery of multiple services by multiple persons, and to ensure a focus on value and customer satisfaction.

xii. Contract Administration Subject to the approved operating budget GVA Smith Mack will enter into contracts for day-to-day services and other similar arrangements. The term of each and every contract shall not exceed the term of one year and shall be cancelable with 30 days notice. xiii. Construction Management GVA Smith Mack’s in-house Corporate Real Estate Services (CRES) department is designed to serve as an ‘extension’ of our client’s staff to manage your real estate strategy in support of your overall business plan and to maximize the return on your assets. Our fee-based CRES Services menu includes:

ƒ Strategic planning/business plan integration and implementation ƒ Project management; Design and construction consultation ƒ Transaction management – leasing, subleasing, sales ƒ Lease administration database management ƒ Legal and financial document review ƒ Benchmarking/performance review ƒ Merger and acquisition real estate due diligence

A more detailed description of Project Management and Lease Administration services are included in Section 1. Approach to the Scope of Services of this Proposal. xiv. Service / Work Requests GVA Smith Mack maintains a 24/7 Tenant Call Center. This is a critical component to the property management scope of services. Acting as the hub for tenant service requests, the Call Center will be the central collection point of all service requests coming from the property.

Property Management Service Contracts Approach GVA Smith Mack will competitively bid out all third-party contracts annually, obtaining a minimum of three proposals for all contracts. All service contracts will be monitored for competitive pricing and service quality on an ongoing basis.

Additionally, GVA Smith Mack encourages and aggressively solicits Minority and Women Owned Business Enterprise participation in bidding on and performing as subcontractors and suppliers.

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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 Potential 10/31/2007 [email protected] Offerors

Issuing Preproposal Conference – There will be no pre-proposal Office/Potential N/A conference for this RFP. Offerors

Answers to Potential Offeror questions posted to the DGS website (http://www.dgsweb.state.pa.us/comod/main.asp) Issuing Office 11/06/2007 no later than this date.

Please monitor website for all communications regarding Potential

the RFP. Offerors

Sealed proposal must be received by the Issuing Office at DGS Bureau of Procurement, Forum Place 6th Floor, Offerors 11/20/2007 555 Walnut Street, Harrisburg, PA 17101.

iii

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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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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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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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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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

1 ______, 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

2 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

3 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:

4 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

5 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.

6 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

7 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.

8 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.

9 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

10 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

11 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

12 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.

13 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

14 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,

16 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.

17 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.

18 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

19 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

21 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.

22

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: ______

23 ______

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.

24

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______

______, ______, ____

25 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)

26 JANITORIAL SPECIFICATIONS

Four Semi- As General Office Daily Weekly Monthly Months Annually Annually Needed Other Cleaning 1. Empty all waste X receptacles. Replace plastic liners. Remove trash to designated area. 2. Clean trash cans. X

3. Maintain separation X and removal of recyclables in accordance with local agreement. 4. Empty and clean X ashtrays. 5. Clean and polish water X coolers. 6. Thoroughly clean X entrance doors (inspect daily). 7. Clean window glass X on inside and outside of entrance doors and reception partition. 8. Dust woodwork, files, X bookcases, partitions, ledges, window sills, desks and work stations and other office furniture and equipment. 9. Clean passenger X elevator walls. 10. Dust venetian blinds X with treated cloth. 11. Vacuum upholstered X furniture. 12. Wash all window X glass inside and out. 13. Wash venetian blinds. X

14. Dust all grills, vents, X louvers and diffusers. 15. Wash all grills, vents, X louvers, diffusers and fluorescent lights and covers. 16. Wash all doors and X door knobs. 17. Spot clean doors, X handles & metal surfaces.

27 JANITORIAL SPECIFICATIONS

Four Semi- As Rest Room Daily Weekly Monthly Months Annually Annually Needed Other Cleaning 1. Wash sinks, urinals, X 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. 2. Empty, clean and reline X all sanitary napkin receptacles. 3. Fill and maintain X 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. 4. Polish flushmaster, X piping, toilet hinges, dispensers, and other metal work in rest rooms. 5. Clean shower stalls. X

6. Wash tile walls, stall X partitions and fixtures with disinfectant. 7. Polish mirrors. X

28

JANITORIAL SPECIFICATIONS

Four Semi- As Office Floors Daily Weekly Monthly Months Annuall Annuall Needed Other y y 1. Sweep and wet mop tile X floors in kitchen, worker entrance area, client and worker traffic areas and the elevator. Vacuum these areas if carpeted. 2. Sweep and wet X mop/vacuum all other floors in the general office area. 3. Sweep floors and stairs in X stair wells. 4. Spot clean carpets or tile X floors including stair wells and elevators. 5. Apply nonskid wax and X buff tile floors. 6. Strip all tile floors of old X finish and apply two coats of antiskid wax and buff.

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

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

29

JANITORIAL SPECIFICATIONS

Four Semi- As Kitchen Cleaning Daily Weekly Monthl Months Annuall Annuall Needed Other y y y 1. Wash all counter surfaces, X sinks, and table tops. 2. Wipe with a damp cloth the X refrigerator doors and microwave doors and the stove. 3. Clean the interior of the X refrigerator, stove, microwave per local plan. 4. Clean kitchen cabinets. X

30

JANITORIAL SPECIFICATIONS

Four Semi- As Office Walls and Daily Weekly Monthl Months Annuall Annuall Needed Other Ceilings y y y 1. Dust all ceilings. X

2. Dust walls removing and X cleaning pictures, charts, etc. 3. Wash walls and woodwork if X appropriate as per local agreement. 4. Spot clean ceiling tiles, walls X and woodwork.

31 JANITORIAL SPECIFICATIONS

Four Semi- As Other Cleaning Daily Weekly Monthl Months Annuall Annuall Needed Other y y y 1. Clean janitor’s sink and X neatly store cleaning equipment and supplies in designated locations. 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.

33 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 Description Percent Material Material Recommended Number(s) of Asbestos Condition Quantity Action Material

37 Commonwealth of Pennsylvania

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]

Form Revised 10/05/07 Page 1 of 1 Commonwealth of Pennsylvania

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]

Form Revised 10/05/07 Page 1 of 1 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.