MassDOT Service Plazas - Lease & Concession Agreement Commercial Term Sheet (final).pdf

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 1 RFP Service Plaza Operator Commercial Term Sheet

MASSACHUSETTS DEPARTMENT OF TRANSPORTATION

LEASE AND CONCESSION AGREEMENT FOR EIGHTEEN HIGHWAY SERVICE

PLAZAS

The following summarizes certain key terms the Massachusetts Department of Transportation (“MassDOT”) intends to include in the Lease and Concession Agreement for the eighteen highway service plazas. The Lease and Concession Agreement, together with all addenda, exhibits and appendices to be attached thereto and incorporated therein by reference, is referred to herein collectively as the “Lease”. One of the appendices to the Lease will be the Scope of Work (the “Scope of Work”) which was included in the Request for Proposal (the “RFP”).

MassDOT’s power to lease the land and improvements, and the conditions under which it does so, is derived from Massachusetts General Laws, Chapter 6C, Section 3. The form of the Lease will include, but will not be limited to, the general terms described below and such other terms as are determined by MassDOT.

By entering into the Lease, MassDOT desires to revitalize MassDOT’s portfolio of service plazas into best-in-class transportation and service hubs of the future for motorists, professional commercial drivers, and other users. Specifically, the Lease will require the operator thereunder (the “Operator”) to be responsible for providing best-in-class food, beverage, convenience, gas, diesel, and electric vehicle (“EV”) charging services, among other services and amenities, to the traveling public while operating, maintaining and revitalizing each of the service plazas in a first-class, innovative, safe, and clean environment and growing operating revenue for MassDOT.

The term “Contract Documents”, as used herein, shall mean, collectively, (a) the Lease (which as noted above includes all addenda, exhibits and appendices thereto); (b) amendments to the Lease; (c) any plan or other deliverable approved by MassDOT pursuant to the terms of the Transition Agreement (as hereinafter defined) or the Lease, as appropriate; (d) the transition agreement to be entered into between MassDOT and the successful submitting party (the “Proposer”) as described in the Scope of Work (the “Transition Agreement”) and included in the RFP; (d) the successful Proposer’s proposal in response to the RFP (the “Proposal”). Pursuant to the foregoing clauses (a)-(e), the Contract Documents will include, as addenda or appendices to the Lease, the Scope of Work, the Revitalization Improvements Addenda (referred to below), the Operations and Maintenance Performance Standards (referred to below) and Electric Vehicle Infrastructure Requirements and also will include the master revitalization plan to be approved by MassDOT pursuant to the Scope of Work (the “Master Revitalization Plan”).

1. Owner/Lessor:

MassDOT is the owner of the land and improvements (individually, a “Service Plaza” and collectively, the “Service Plazas”) described in plans that are part of the Reference Information Documents (as defined in the “Instructions to Proposers” section of the RFP). Except for the leasehold interest conveyed to the Operator by the Lease, Operator will not have any interest in the Service Plazas. All Revitalization Improvements (as hereinafter defined) and all other improvements to the Service Plazas shall become the property of MassDOT upon incorporation into the Service Plazas, except as otherwise set forth in the Lease. Operator shall not grant any other party any rights in the Service Plazas that are inconsistent with Operator’s leasehold

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 2 RFP interest or are inconsistent with the terms and conditions of the Lease. Upon the expiration or earlier termination of the Lease, Operator will be required to surrender the Service Plazas to MassDOT in accordance with the surrender provisions set forth below.

2. Service Plazas:

The Service Plazas demised by the Lease consist of the following: eleven service plazas located along the Massachusetts Turnpike; one service plaza located on I-95 northbound in Lexington;

one service plaza located on I-95 southbound in Newton; one service plaza located on Route 128 northbound in Beverly; one service plaza located on Route 3 at exit 5 in Plymouth; one service plaza located on Route 6 at exit 6 in Barnstable; one service plaza located on Route 24 northbound in Bridgewater; and one service plaza located on Route 24 southbound in Bridgewater. The eleven service plazas located along the Massachusetts Turnpike consist of (a) westbound locations in Framingham, Westborough, Charlton, Ludlow, Blandford and Lee and

(b) eastbound locations in Lee, Blandford, Ludlow, Charlton and Natick.

Each of the Service Plazas consists of land, approximately as shown on plans which are part of the Reference Information Documents, together with all buildings, structures, improvements, fixtures, facilities, equipment, utilities, sewers, drains, roadways, walkways, parking areas, signs, lights and other site improvements thereunder or thereon which exist on such the Service Plaza’s delivery date, (as set forth below); provided that MassDOT reserves the right to modify the land and improvements at any of the Service Plazas. Each of the Service Plazas also will include any additions, alterations and modifications of site improvements required or authorized by MassDOT pursuant to the Lease. In addition, MassDOT reserves rights with respect to the installation and operation of EV charging stations at the Service Plazas in accordance with the Contract Documents.

3. Delivery Dates:

On January 1, 2026, the following Service Plazas will be delivered to Operator: the eleven service plazas located along the Massachusetts Turnpike; one service plaza located on I-95 northbound in Lexington; one service plaza located on I-95 southbound in Newton; and one service plaza located on Route 3 at exit 5 in Plymouth. On July 1, 2027, the following Service Plazas will be delivered to Operator: one service plaza located on Route 128 northbound in Beverly; one service plaza located on Route 6 at exit 6 in Barnstable; one service plaza located on Route 24 northbound in Bridgewater; and one service plaza located on Route 24 southbound in Bridgewater.

4. Operator Obligations:

The Lease will be “triple net” to MassDOT. MassDOT will have no obligations, responsibilities or liabilities of any type with respect to the Service Plazas except as expressly set forth in the Lease. It is MassDOT’s intention that all obligations, responsibilities and liabilities with respect to the Service Plazas, and any conditions, circumstances or occurrences on or about the Services Plazas which are not expressly allocated to MassDOT in the Lease shall be Operator’s sole responsibility. The obligations, responsibilities and liabilities of Operator set forth in the Lease shall include, without limitation, the Operator obligations, liabilities and responsibilities

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 3 RFP described in the Scope of Work and the other Contract Documents and are referred to herein as the “Operator Obligations”.

Operator shall be a single special purpose entity either (a) formed in Delaware and registered to do business in Massachusetts or (b) formed in Massachusetts. Operator shall have no business other than entering into the Lease and financing, operating, maintaining and revitalizing the Service Plazas. Operator shall be required to finance, operate, maintain and revitalize the Service Plazas, including EV charging stations, alternative fuel venues, fueling stations and food concessions, in accordance with the terms of the Contract Documents.

Operator shall perform all of the Operator Obligations in accordance with the Contract Documents, all applicable federal, Massachusetts and local laws, statutes, codes, rules, policies, orders and regulations, all governmental approvals and all policies, procedures and regulations of MassDOT.

5. Guarantor

A guarantor will be required which will unconditionally guaranty the Operator Obligations. The guarantor shall be acceptable to MassDOT and shall enter into and provide MassDOT with a guaranty agreement in form and substance acceptable to MassDOT as a condition precedent to the execution of the Lease by MassDOT.

6. Term:

The Lease will become effective on the date it is signed by MassDOT and Operator. Operator’s right of possession for each Service Plaza shall begin on the Service Plaza’s delivery date, as set forth above. The term of the Lease will be for an initial term of thirty (30) years, expiring on December 31, 2055. If Operator desires to extend the term of the Lease for one (1) additional period of ten (10) years, then Operator shall give MassDOT written notice offering to so extend the term of the Lease. Such notice shall be sent no earlier than December 31, 2051, and no later than December 31, 2052. If Operator sends such a notice it may not thereafter withdraw such a notice. Within sixty (60) days of its receipt of such a notice, MassDOT shall either (a) notify Operator that it accepts Operator’s offer so to extend the Lease, in which event the Lease term shall be extended and shall expire on December 31, 2065, or (b) notify Operator that it rejects Operator’s offer so to extend the Lease, in which event the Lease shall not be extended and the term of the Lease shall expire on December 31, 2055. MassDOT’s decision so to accept or reject Operator’s offer shall be made in MassDOT’s sole discretion.

7. Deposits

Operator will have been required to make an initial deposit in the amount of $250,000 at the time it submitted its Proposal to MassDOT in response to the RFP. Upon MassDOT’s selection of Operator, such initial deposit will have been deemed fully earned and will have become non-refundable. Upon the selection of Operator by MassDOT, Operator will have been required to make an additional deposit in the amount of $500,000. Upon payment, the additional deposit will have been deemed fully earned and will have become non-refundable. The initial deposit and the additional deposit shall be applied to rent due under the Lease or other sums due under the Contract Documents.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 4 RFP

8. Financial Requirements:

Operator shall be solely responsible to provide, obtain and repay all funding and financing necessary for (a) the Revitalization Improvements and any other improvements authorized by MassDOT during the term of the Lease, including without limitation any required remediation of petroleum and other hazardous materials at the Service Plazas, (b) the costs and expenses of operating and maintaining the Service Plazas during the term of the Lease; (c) paying MassDOT for certain work performed by MassDOT as described in the Contract Documents; and (d) the costs and expenses needed to surrender the Service Plazas to MassDOT at the expiration or earlier termination of the Lease.

All such funding and financing shall be at Operator’s sole cost and risk and without recourse to MassDOT, except that MassDOT shall assign, pass-through or otherwise convey to Operator its rights to be indemnified by current tenants of the Service Plazas for any costs or losses arising from releases of petroleum or other hazardous materials at the Service Plazas. Such rights to be indemnified will be set forth in the Lease and the Lease will provide for a separate assignment, pass-through or conveyance of those rights to the Operator.

All debt or other obligations issued or incurred by Operator in connection with the Contract Documents shall be issued or incurred only in the name of Operator. MassDOT shall have no obligations to pay debt service on any such debt or other obligations, or to join in, execute or guarantee any note or other evidence of indebtedness of Operator. In no event will any interest of MassDOT, the Commonwealth of Massachusetts or any other governmental entity, agency or authority be pledged or encumbered as security for Operator’s debt.

The amortization term of any debt financing or re-financing undertaken by Operator shall not exceed the initial term of the Lease unless otherwise agreed to by MassDOT in its sole discretion.

9. AS-IS Condition:

The Service Plazas will be delivered to Operator in their then “AS-IS” condition. MassDOT makes no representations or warranties regarding the title or physical condition of the Service Plazas or with respect to any other matter concerning the Service Plazas. Except as expressly provided above with respect to an assignment, pass-through or other conveyance by MassDOT of rights to be indemnified by current tenants of the Service Plazas, Operator shall be responsible for any and all cleanup of petroleum and other hazardous materials (including, but not limited to, asbestos, mold, and lead-based paint) necessary for any revitalization, of the Service Plazas.

10. Private Financing:

The Lease will contain terms and conditions acceptable to MassDOT permitting leasehold mortgages to institutional lenders for the purpose of financing the Revitalization Improvements, including mortgagee protective provisions, such as the right to notice of Operator defaults under the Lease and the opportunity to cure Operator defaults. However, the Lease (a) will provide that the fee interests of MassDOT in the Service Plazas will not be subordinated to any debt, lien or encumbrance other than utility, access or other easements approved by MassDOT; and (b) will include limitations on transfers in connection with, and following, any foreclosure, including

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 5 RFP requirements that the transferee meet certain operating and financial qualifications and MassDOT procedural requirements.

Operator will have the right, with MassDOT’s prior written consent, to refinance the debt incurred for the Revitalization Improvements. The principal amount of any new debt shall not exceed the amount of then existing debt, plus costs to be incurred for improvements which have been approved by MassDOT, plus any additional amounts which have been approved by MassDOT in its sole discretion. MassDOT will share in not less than two percent (2.0%) of any net refinancing gains (as determined by MassDOT). Operator shall provide all information requested by MassDOT to enable MassDOT to fully evaluate any refinancing.

11. Bonds and Letters of Credit:

In connection with the execution of the Lease, Operator shall provide a performance bond covering the full performance by Operator of the Operator Obligations under the Contract Documents (the “Performance Bond”). The Performance Bond shall cover all of the Operator Obligations, including, without limitation, rental obligations, under the Contract Documents, but excluding matters covered by the Payment Bond (as hereinafter defined) and the Construction Performance Bond (as hereinafter defined).

The Performance Bond for each Lease Year shall be in the sum of: the average annual maintenance and operation costs for all Service Plazas, calculated from Lease Year 1 through and including the Lease Year preceding the calculation date, but no less than Ten Million dollars ($10,000,000.00). The term “Lease Year” shall mean the calendar year.

Operator shall provide, or cause the applicable contractor to provide, a payment bond and statutory lien bond, or other guaranty or performance security acceptable to MassDOT, in its sole discretion (collectively, the “Payment Bond”) guaranteeing the payment of all labor, materials and supplies on each specific “Improvement Project”. “Improvement Project” shall mean the Revitalization Improvements at each Service Plaza and any subsequent improvements authorized by MassDOT, including replacements. The Payment Bond shall be in the amount equal to the cost of the specific Improvement Project and shall remain in place through MassDOT’s approval of the completion of the Improvement Project.

Operator shall provide, or cause the applicable contractor to provide, a performance bond or other guaranty or performance security acceptable to MassDOT, in its sole discretion, covering the full performance of the Operator Obligations under the Contract Documents during construction of Improvement Projects (the “Construction Performance Bond”). The sum of the Construction Performance Bond shall be in an amount equal to the cost of each specific Improvement Project and shall remain in place through MassDOT’s approval of the completion of the Improvement Project.

Any bonds (collectively, the “Bonds”) shall be written by sureties that are: (a) licensed to provide surety bonds in the Commonwealth of Massachusetts; (b) listed in the United States Treasury Department’s Circular 570, “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies”; and (c) otherwise acceptable to MassDOT. Operator, (or its contractors with respect to the Payment

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 6 RFP

Bond and the Construction Performance Bond) shall pay the premiums and all other costs and expenses related to the Bonds, with MassDOT listed as the obligee. MassDOT will accept co-obligee status on the Bonds only where appropriate, as determined in MassDOT’s sole discretion. The Performance Bond shall be dated and delivered no later than the date of execution of the Lease. Bonds required for specific Improvement Projects that commence after the Lease term begins only shall be required from the commencement of each specific Improvement Project through MassDOT’s approval of the completion of the Improvement Project. Executed original power of attorney, surety and corporate acknowledgement forms, and the surety’s most recent financial statement shall accompany the Bonds.

The Performance Bond, the Payment Bond and the Construction Performance Bond all shall be in forms acceptable to MassDOT.

In lieu of providing a Performance Bond, Operator may provide an irrevocable direct pay letter of credit issued by a United States bank whose long-term debt is rated “A” or better by 24 Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services or Fitch, Inc. and which maintains a banking office in the Commonwealth of Massachusetts (the “Letter of Credit”). The Letter of Credit (a) shall be in the stated amount equal to the required sum of the Performance Bond, (b) shall be for a term of one year, (c) shall be continuously renewed, extended or replaced so that it remains in effect until 180 days after the expiration or termination of the Lease, and

(d) shall be issued in a form acceptable to MassDOT. MassDOT shall have the unconditional right to immediately draw upon the Letter of Credit, in full, in the event that: (a) a notice of non-renewal is received, (b) any required renewal, extension or replacement of the Letter of Credit is not made earlier than the date which is 30 days prior to its expiration date, (c) the long-term debt rating of the issuer of the Letter of Credit falls below the required minimum rating and a replacement Letter of Credit is not provided from an issuer that meets such minimum rating requirements within 30 days, and (d) certain bankruptcy and insolvency circumstances occur related to Operator or a guarantor that will be set forth in the Contract Documents.

12. Insurance

Operator must procure prior to the execution of the Lease by MassDOT, and maintain throughout the term of the Lease, insurance of the kinds and in the amounts to be specified in the Contract Documents, covering all services and operations under the Lease.

13. Revitalization Improvements:

Operator shall deliver the revitalization work contained in the Master Revitalization Plan approved by MassDOT in accordance with the Scope of Work.

In addition, for each Service Plaza, at least three (3) months prior to the commencement of revitalization at such Service Plaza, Operator shall submit a detailed Service Plaza specific “Plaza Management Plan” for MassDOT’s review and approval in accordance with the approved Master Revitalization Plan. Each Plaza Management Plan shall include a development schedule which is phased, sequencing major renovations. With respect to the Service Plazas on I-90, Revitalization Improvements shall not be constructed concurrently at adjacent Service Plazas in the same direction so no two plazas adjacent to each other in the same direction are ever fully

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 7 RFP closed at the same time. Operator shall identify the scope of work, schedule, major milestones, intended date of work commencement and completion, required third-party approvals, anticipated impacts on operations, access, and revenue, and potential inconveniences to users, all subject to MassDOT preapprovals. Each Service Plaza specific Plaza Management Plan also shall include an impacts mitigation plan and stakeholder communications plan that shall be appended to the Plaza Management Plan.

The revitalization work contained in the Master Revitalization Plan approved by MassDOT and all the work contained in all of the Service Plaza specific Plaza Management Plans approved by MassDOT are referred to herein collectively as the “Revitalization Improvements”. The Revitalization Improvements shall be performed and delivered in accordance with “Revitalization Improvements Addenda” executed from time to time by MassDOT and Operator which shall become part of the Lease.

Operator will (a) be responsible to perform any work approved by MassDOT to revitalize any Service Plaza, including, but not limited to, design, permitting, financing, provision of utilities, construction, construction supervision, environmental remediation and compliance, safety and security, (b) retain a designer and contractor licensed to do business in Massachusetts to perform all work; (c) provide or arrange for the contractor to provide required bonds and insurance, as appropriate; and (d) coordinate with MassDOT throughout the design and construction periods.

The design and performance standards and environmental design and performance standards applicable to the design, construction and performance of the Revitalization Improvements will include the terms and conditions set forth in the Contract Documents. Operator also shall be solely responsible for meeting all conditions precedent to the opening of the Revitalization Improvements and for any defects in the design or construction of the Revitalization Improvements discovered during or after completion of the Revitalization Improvements.

Operator shall not construct or alter any improvements at the Service Plazas, other than constructing the approved Revitalization Improvements, without first obtaining the prior written approval of MassDOT. Once MassDOT has approved construction or an alteration, Operator shall complete construction with due diligence in accordance with the requirements of the Contract Documents. The design, construction and performance of the Revitalization Improvements also must be done in a manner that meets the design and performance standards of the Master Revitalization Plan approved by MassDOT and the Service Plaza specific Plaza Management Plans approved by MassDOT.

Before commencement of any construction, Operator shall submit to MassDOT for its review and approval detailed plans and specifications prepared by a duly qualified and registered architect or professional engineer licensed in Massachusetts, signed and sealed, with a level of detail acceptable to MassDOT. Approval by MassDOT of any plans and specifications for the Revitalization Improvements, including any change to such plans and specifications required by MassDOT, or any other construction or alterations at the Service Plazas, shall not constitute an assumption by MassDOT of any liability for the design or construction of any buildings or improvements at the Service Plazas. Following completion of construction of any improvements Operator shall deliver to MassDOT certified “record” plans and specifications, noting any changes from approved plans and specifications, in electronic and other forms required by MassDOT.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 8 RFP

Construction of the Revitalization Improvements shall commence on the dates provided in the Master Revitalization Plan approved by MassDOT and in all of the Service Plaza specific Plaza Management Plans approved by MassDOT. MassDOT shall have the right to assess liquidated damage, based on Minimum Annual Guaranteed Rent (as hereinafter defined), on a daily basis, for each day of delay (beyond 30 days plus any additional cure periods contained in the Lease) in completing the Revitalization Improvements at a Service Plaza.

Operator shall have exclusive responsibility for all construction means, methods, techniques, sequences, and procedures necessary or desirable for the correct, prompt, and orderly prosecution and completion of the Revitalization Improvements and all other construction and alterations. The materials, machinery, structures, improvements, and equipment which are part of the Revitalization Improvements and any other approved revitalization work shall be furnished in a good and workperson like manner, and shall be new, of recent manufacture, of good quality, and in compliance with the Contract Documents.

Operator shall ensure that all Service Plaza facilities and sites are operated in an environmentally responsible manner to promote sustainability and shall comply with any applicable requirements of Executive Order 594, a copy of which is part of the Reference Information Documents.

14. Service Plaza Amenities:

Prior to the commencement of work contained in the Master Revitalization Plan approved by MassDOT and all the work contained in a Service Plaza specific Plaza Management Plan approved by MassDOT for a Service Plaza, the Service Plaza shall operate with the amenities and fueling stations satisfying requirements, terms and conditions set forth in the Contract Documents.

Following the completion of work contained in the Master Revitalization Plan approved by MassDOT and all the work contained in a Service Plaza specific Plaza Management Plan approved by MassDOT for a Service Plaza, the Service Plaza shall include amenities which will include the terms and conditions set forth in the Contract Documents. Such amenities include some or all of the following: an appropriate number of restaurant concepts for its size, as well as properly sized seating areas and restrooms; a convenience store and other retail stores; and space at the Service Plaza, at locations determined by MassDOT in consultation with Operator, to accommodate programs that promote Massachusetts and provide for the safety and well-being of the traveling public. If vending machines are present on a Service Plaza on an interstate highway, they shall be stocked by a blind person under the auspices of the Massachusetts Commission for the Blind, pursuant to the Randolph-Sheppard Act. Operator also shall comply with Massachusetts General Laws, Chapter 6, Sections 133-133F. Operator shall be required to file any needed applications and obtain any required permits.

Operator shall integrate current Massachusetts services such as E-ZPass, Registry of Motor Vehicles, and Travel and Tourism (and provide supporting digital screens and in some instances service counters) in locations where they currently exist at select Service Plazas. Travel & Tourism also may be required at additional Service Plazas; details and locations to be further defined in the Master Revitalization Plan and applicable Plaza Management Plans.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 9 RFP

Each Service Plaza shall have state-of-the-art emergency communications and back-up power systems. All amenities shall be reviewed by MassDOT and Operator periodically as set forth in the Contract Documents and adjustments to the amenities shall be made by Operator in accordance with the requirements of the Contract Documents.

Following the completion of the work contained in the Master Revitalization Plan approved by MassDOT and all the work contained in a Service Plaza specific Plaza Management Plan approved by MassDOT for a Service Plaza, the Service Plaza shall have fueling stations capable of handling the anticipated traffic at the plaza without interfering with through traffic on the adjacent roadway. Fuel service facilities shall be developed and maintained throughout the Lease term in accordance with performance requirements to be set forth in the Lease. All newly installed underground fuel tanks and lines shall be owned by Operator, which shall be fully responsible for their maintenance, contamination, cleanup and removal at the end of the Lease term.

Service Plazas shall provide EV charging stations, solar energy generation, other renewable and clean energy resources, battery storage systems and alternative fuels in accordance with terms and conditions set forth in the Contract Documents.

Operator shall provide and maintain flag poles and flags at each Service Plaza. Each Service Plaza is required to have a U.S. flag, Massachusetts State flag, POW-MIA flag, applicable poles and required lighting for the flags. Flags must never be worn, torn, tattered or faded. Flags must be raised and lowered in accordance with proclamations by the Governor of Massachusetts or as directed by MassDOT.

Lobbies, dining areas, ATM’s, vending (if applicable), fueling stations, convenience stores and rest rooms shall be provided 24 hours a day, 7 days a week. Each food service vendor shall be provided during the hours of 5:00 A.M.-12:30 A.M. 7 days a week.

15. Staffing:

Operator shall utilize the “key personnel” identified in Operator’s Proposal to perform the roles and responsibilities identified therein for each “key person”. Operator shall designate a Massachusetts based full time operations and maintenance manager of the Service Plazas whose sole employment responsibility shall be managing Operator’s performance of the Operator Obligations. The manager shall be experienced and proficient in the management and operation of service areas located on major highways comparable to the Service Plazas. MassDOT shall have the right to approve the hiring of any proposed candidate for manager during the Lease term, which right of approval shall not be exercised unreasonably. The initial manager shall not be replaced, unless otherwise approved by MassDOT, for a period of three years from commencement of the Lease term absent death, disability, retirement, resignation or cessation of employment with Operator. Operator shall replace the manager at the reasonable request of MassDOT.

Operator shall designate a project executive who shall serve as the primary relationship and contract manager under the Lease and the other Contract Documents. The project executive must

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 10 RFP have the corporate authority to act on behalf of the Operator. The initial project executive shall not be replaced, unless otherwise approved by MassDOT, for a period of three years from commencement of the Lease term absent death, disability, retirement, resignation or cessation of employment with Operator. Operator shall replace the project executive at the reasonable request of MassDOT.

Operator shall staff the amenities and the fueling facilities at the Service Plazas in accordance with the terms and conditions set forth in the Contract Documents. In addition, Operator shall provide maintenance staff available for coverage at each Service Plaza whose responsibility is to maintain the cleanliness, appearance, amenities and conveniences in all customer areas at all times including, but not limited to, restrooms, lobbies, dining areas, concept front counter areas, gift shops, vending areas, vestibules, landscaping, plant-life, patios, sidewalks and other walkways, curbs, car parking areas, truck parking areas, playgrounds, picnic areas, and pet areas.

16. General Operations and Maintenance of the Service Plazas; Renewal and Replacement Plans:

As a condition precedent to the execution of the Lease, Operator and MassDOT will establish a subleasing and contracting program for the Service Plazas, which will include mechanisms for its modification over time. Operator will be required to submit to MassDOT, in advance, each proposed sublease of any portion of the Service Plazas or any contract, along with evidence that it conforms to the subleasing and contracting program. Subleases and contracts that do not conform to the subleasing and contracting program will be subject to the prior written approval of MassDOT. Subleases and contracts shall not extend beyond the term of the Lease.

Operator shall maintain order at all times among Operator’s employees and its subtenants and contractors and their employees. Operator will have exclusive responsibility for labor disputes arising in connection with the performance of Operator Obligations.

Operator shall perform all normal and ordinary maintenance of the machinery, equipment, structures, improvements and all other property constituting the Service Plazas, shall keep the Service Plazas in good working order, condition and repair, in a neat and orderly condition and in accordance with each Service Plaza’s Operations and Maintenance Plan (as hereinafter defined) and the terms and conditions set forth in the other Contract Documents. Operator shall maintain the aesthetic quality of the Service Plazas as improved by the Revitalization Improvements. Operator shall provide or make provisions for all labor, materials, supplies, equipment, spare parts, consumables and services which are necessary for the normal and ordinary maintenance of the Service Plazas and shall conduct predictive, preventive and corrective maintenance of the Service Plazas required by each Service Plaza’s Operations and Maintenance Plan and the terms and conditions set forth in the other Contract Documents.

Operator shall develop a “Renewal and Replacement Plan” for each Service Plaza. The Renewal and Replacement Plans shall be subject to MassDOT’s approval. The Renewal and Replacement Plans must address the performance of current and future maintenance, repair and replacement obligations of Operator, including satisfying the terms and conditions set forth in the applicable Operations and Maintenance Plan and in the other Contract Documents. Throughout the Lease term Operator shall keep maintenance logs and shall otherwise comply with the

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 11 RFP

Renewal and Replacement Plan for each Service Plaza. The Renewal and Replacement Plans shall be updated annually as provided for in the Lease. MassDOT’s approval of a Renewal and Replacement Plan or any modifications will be for MassDOT’s sole benefit and will not transfer any liability to MassDOT or relieve Operator of responsibility for its contents and adequacy.

Operator shall keep the grounds of the Service Plazas in a neat and orderly condition. shall maintain and repair all signage, fencing and other security systems at the Service Plazas, shall provide landscape maintenance (including the replacement of all dead or dying plants), shall service and maintain any on-site irrigation systems and shall remove snow and ice as required by the applicable Operations and Maintenance Plan and the terms and conditions set forth in the other Contract Documents.

Operator shall ensure that all areas, inside and outside of buildings at the Service Plazas are kept free from ants, flies, rodents, roaches, bees, birds or other pests, insects or vermin and ensure that the Service Plazas are consistently maintained in safe, clean, neat and attractive conditions in accordance with the terms and conditions set forth in the applicable Operations and Maintenance Plan and the terms and conditions set forth in the other Contract Documents.

Operator shall be responsible for the removal and proper disposal of trash and debris at the Service Plazas and shall maintain, repair and replace trash receptacles in sufficient numbers to serve the customer traffic levels at each Service Plaza in accordance with the applicable Operations and Maintenance Plan and the terms and conditions set forth in the other Contract Documents.

In addition to Operator’s obligation to perform ordinary maintenance, Operator also shall perform all major maintenance, repairs and replacement of the machinery, equipment, structures, improvements, fixtures, all utilities, and all other property constituting the Service Plazas during the Lease term required under the Contract Documents, including all maintenance, repair and replacement which may be characterized as “major” or “capital” in nature. All such maintenance, repair and replacement shall be performed in accordance with the terms and conditions of the Contract Documents.

Operator will fund a “Renewal and Replacement Reserve Account” by depositing with MassDOT $1,100,000 upon execution of the Lease. Such funds shall be used for base building capital improvements by Operator at each Service Plaza prior to the commencement of the revitalization work at the applicable Service Plaza. Such funds shall not be used for any Operator or subtenant furniture, fixtures or equipment. Base building capital improvements to the Service Plazas that cost more than $25,000 shall require prior written approval of MassDOT. If, prior to the completion of the revitalization work at all the Services Plazas, the amount in the Renewal and Replacement Reserve Account falls below $500,000, then Operator shall deposit additional funds such that the amount in the Renewal and Replacement Reserve Account is not less than $1,100,000.

The Master Revitalization Plan shall contain provisions regarding the amounts to be maintained in the Renewal and Replacement Reserve Account after the completion of the revitalization work at all of the Service Plazas and the procedure for the withdrawal of funds from such account after

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 12 RFP the completion of the revitalization work at all of the Service Plazas. Such amounts and such procedure shall be subject to MassDOT’s approval as part of the Master Revitalization Plan.

All items toward which expenditures from the Renewal and Replacement Reserve Account are applied shall be deemed to be the property of MassDOT.

Funds in the Renewal and Replacement Reserve Account that are not expended in any Lease Year shall remain in the Renewal and Replacement Reserve Account to be used in future Lease Years. Any remaining funds in the Renewal and Replacement Reserve Account that have not been expended upon the expiration or termination of the Lease shall be retained by MassDOT.

17. Performance Standards:

“Operations and Maintenance Performance Standards” will be issued with the Lease. The Operations and Maintenance Performance Standards will be the basis for related specifications which will be proposed by Operator and approved by MassDOT. Operator and MassDOT will jointly review the Operations and Maintenance Performance Standards periodically during the Lease term to evaluate and, to the extent required in MassDOT’s sole discretion, modify the Operations and Maintenance Performance Standards to ensure that they continue to support the overall quality of the objectives of the Contract Documents.

Operator shall operate and maintain the Service Plazas in accordance with the Operations and Maintenance Performance Standards and the other Contract Documents and MassDOT shall regularly inspect the Service Plazas to evaluate compliance by Operator. If Operator fails to comply with the Operations and Maintenance Performance Standards MassDOT will be entitled to liquidated damages and additional oversight and management by MassDOT (at Operator’s expense) pursuant to the Contract Documents. The Contract Documents also will detail the notice and reporting requirements related to Operator’s failure to comply with the Operations and Maintenance Performance Standards. Significant and/or ongoing Operator failure to comply with the Operations and Maintenance Performance Standards shall constitute an “Event of Default” by Operator under the Lease.

18. Prices and Additional Operational Requirements:

The Contract Documents will provide that the prices charged at each Service Plazas for food, fuel, EV charging, merchandise and services sold or rendered shall be reasonable taking account of its location and based on survey averages of off-road operations within the proximity of each Service Plaza. All surveys shall be carried out by Operator and must be accompanied by supporting information acceptable to MassDOT. Surveys shall be conducted at least twice every Lease Year and not more than four times per Lease Year. MassDOT reserves the right to conduct its own surveys during the term of the Lease and to require downward price adjustments if average prices obtained by such surveys are lower than those in effect.

Any non-retail revenue opportunities that become available to Operator during the Lease term shall be subject to MassDOT’s written approval, which will specify MassDOT’s share of the revenues generated from such future non-retail revenue opportunities.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 13 RFP

Coin operated games, amusements and toy vending machines are not allowed without the prior written approval of MassDOT. If allowed by MassDOT, the number and location of machines are subject to MassDOT’s approval.

Operator shall not use or allow the Service Plazas to be used, occupied or operated in any manner or for any purpose that would constitute a prohibited use, or void or make voidable, any insurance then in force with respect to the Service Plazas. Prohibited uses will be defined in the Lease and will generally include uses that are not appropriate for the general public; uses that are not related to the services being requested under the RFP; uses that emit or result in strong, unusual or offensive odors, fumes, dust or vapors; uses that are a public or private nuisance; uses that emit noise or sounds which are objectionable due to intermittence, beat, frequency, shrillness or loudness; and uses that create hazardous conditions.

19. Safety and Security Plan; Operations and Maintenance Plans:

Operator shall develop and implement a safety and security plan to ensure the safety of all who are at the Service Plazas, including visitors and employees (the “Safety and Security Plan”). The Safety and Security Plan shall be subject to review and approval by MassDOT. Operator shall provide industry compliant lighting and ongoing maintenance of lighting throughout the Service Plazas, including at EV charging stations, address the confluence of passenger vehicles and trucks, and provide and implement a Safety and Security Plan that maximizes security based on threats and reduces known vulnerabilities that evolve over time, provides secure access for restricted/non-public areas, and includes indoor and outdoor multi-camera video surveillance with minimum 30-day capacity for retention of recordings, and ensure video surveillance adequately covers EV charging stations. In relation to EV charging stations the Safety and Security Plan also shall implement physical strategies to protect consumers and consumer data.

This shall include the utilization of anti-tamper techniques, and strategies to prevent illicit or illegal surveillance of payment devices. EV charging stations shall be located, designed and constructed to ensure visibility from onlookers, and in a manner that promotes driver, pedestrian, and vehicle safety. The Safety and Security Plan shall provide that EV charging stations shall be designed and constructed in accordance with all applicable fire code requirements for fire prevention and suppression and the Safety and Security Plan shall include best practices for responding to EV fires and other EV charging station emergencies. The Safety and Security Plan also shall provide that the EV charging stations shall protect against the risk of harm to, or disruption of, charging infrastructure and the grid. Parking compliance efforts by Operator shall follow guidance by the Massachusetts State Police Department. Operator shall work with MassDOT in developing the Safety and Security Plan and MassDOT’s approval of the Safety and Security Plan shall be a condition precedent to the execution of the Lease. The Safety and Security Plan shall be reviewed and updated annually in accordance with the terms of the Lease.

MassDOT’s approval of a Safety and Security Plan or any modifications will be for MassDOT’s sole benefit and will not transfer any liability to MassDOT or relieve Operator of responsibility for its contents and adequacy.

Operator Obligations shall be performed substantially in compliance with an “Operations and Maintenance Plan” for each Service Plaza, which plans shall be prepared by Operator and approved by MassDOT. Each Operations and Maintenance Plan shall include a grounds maintenance plan, asphalt maintenance plan (e.g. sweeping, restriping, patching, surface

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 14 RFP renewal, etc.), landscape maintenance plan, snow and ice removal plan, pest control and trash removal plan, emergency maintenance and repairs plan, site employment plan, safety and security plan, business plan, and a marketing/advertising plan. Operator shall work with MassDOT in developing the Operations and Maintenance Plans and MassDOT’s approval of the Operations and Maintenance Plans shall be a condition precedent to the execution of the Lease.

The Operator shall prepare proposed supplements and revisions of the Operations and Maintenance Plans which are required due to the Revitalization Improvements and other improvements authorized by MassDOT. Operations and Maintenance Plans shall be reviewed and updated annually. MassDOT’s approval of an Operations and Maintenance Plan or any modifications will be for MassDOT’s sole benefit and will not transfer any liability to MassDOT or relieve Operator of responsibility for its contents and adequacy.

Any substantial improvements to a Service Plaza after the Revitalization Improvements at such Service Plaza have been completed also shall be performed substantially in compliance with a “Subsequent Construction Management Plan” for such Service Plaza, which plans shall be prepared by Operator and approved by MassDOT. Each Subsequent Construction Management Plan shall set forth a schedule for Operator to perform the work and describe the scope of work and potential impact on service and access to the Service Plaza. Operator shall submit a draft plan to MassDOT at least three (3) months prior to the commencement of any such substantial improvements and obtain MassDOT’s approval prior to the commencement of such work.

MassDOT’s approval of a Subsequent Construction Management Plan will be for MassDOT’s sole benefit and will not transfer any liability to MassDOT or relieve Operator of responsibility for its contents and adequacy.

All plans referred to in this Section 19 also will include other terms and conditions set forth in the Contract Documents.

20. Surrender

On the expiration or earlier termination of the Lease term, each of the Service Plazas shall be in a condition which is consistent with Operator having performed its maintenance, repair and replacement obligations in accordance with the requirements set forth in the Contract Documents. The Contract Documents also will require a remaining useful life of at least five (5) years for the buildings and other specified components of the Service Plazas at the expiration of the Lease term. Operator also shall be solely responsible for complying with any and all applicable legal requirements with respect to the expiration of the Lease term, including, without limitation, the provisions of Massachusetts General Laws relating to “plant closings”. Further, upon expiration or earlier termination of the Lease term the Operator, at no cost to MassDOT, shall cause any and all utility interconnections and related equipment (other than those held in the name of MassDOT), to be duly and validly assigned to MassDOT (or its designee), and shall reasonably cooperate with MassDOT and the applicable utility from and after the expiration or earlier termination of the Lease term as is necessary to ensure such interconnections and equipment are successfully transferred to MassDOT, including executing and delivering such assignments, consents, estoppels, bills of sale, and other instruments or documents as may be reasonably requested by MassDOT to give effect to and to evidence such transfers. The foregoing requirements will constitute the “Surrender Requirements”.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 15 RFP

Not later than four years prior to the expiration of the Lease term, MassDOT will conduct an inspection and survey of each of the Service Plazas (the “Surrender Survey”). The Surrender Survey will include a description of the additional work (the “Surrender Work”) necessary to meet the Surrender Requirements and a cost estimate for the Surrender Work. If the Surrender Survey indicates that any element of the Service Plazas, on the expiration of the Lease term, will not be in a condition consistent with the Surrender Requirements Operator shall provide MassDOT with Operator’s plan to perform the Surrender Work (the “Surrender Work Plan”), including the method and schedule for performing the Surrender Work without adversely impacting Service Plazas operations. The Surrender Work Plan will be subject to review and approval by MassDOT.

MassDOT shall, based on the Surrender Survey and in consultation with Operator, determine the amount (the “Surrender Reserve”) it reasonably believes is necessary to complete the Surrender Work.