MassDOT Service Plazas - Responses to Proposer Questions 3.25.25.pdf

Proposer Questions and Answers Dates Received: March 3 through 19, 2025

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

119 03/19/25 Proposer Question responses -number 61

With respect to the response to proposer question 61, please provide bank details, along with a voided check or bank letter confirming wiring instructions for the intial deposit.

This information will be provided to Proposers prior to the Proposal due date.

120 03/19/25 Lease and Concessions Agreement Section 7.2

Generally, the Lease and Concessions Agreement requires the Operator to expend significant amounts in Capital Investment to revitalize and maintain the Service Plazas over the Term with "all risks, costs and expenses in relation to the performance of the Contract Services [being] allocated to, and accepted by Operator as its entire and exclusive responsibility" pursuant to Section 7.2. If MassDOT is requiring a minimum base rent, would MassDOT consider amending the Lease and Concessions Agreement to include a reasonable cap on the Operator's required Capital Investment?

No change will be made.

121 03/19/25 Lease and Concessions Agreement Article 23

Would MassDOT consider amending the Lease and Concessions Agreement to include a right of the Operator to receive a return of its capital expenditures, or sale of its leasehold interest, in the event of a termination pursuant to Article 23?

No change will be made.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 1

Responses to Proposer Questions Questions received: 3/3/25 - 3/19/25

Responses issed: March 25, 2025

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

122 03/19/25 Lease and Concessions Agreement Section 15.1(E)

The Lease and Concessions Agreement at Section 15.1(E) applies an annual increase in Rent over the 30 year Term.

Applying the minimum 3% annual escalation in Rent, year 30 Rent is 142% higher than year 1 Rent. Potential Operators anticipate increased operational costs over the 30 year Term as well. Would MassDOT consider amending the Lease and Concessions Agreement to include a periodic adjustment of Rent amounts in a 5 or 10 year interval throughout the Term?

No change will be made.

123 03/19/25 Lease and Concessions Agreement Section 9.5

The Lease and Concessions Agreement at Section 9.5 establishes a survey process for establishing the prices for all food, beverage, EV charging, and Fuel prices with such surveys being limited to occurring not more than 4 times per Lease Year. Such process is unclear as it relates to Fuel prices because as written, it would appear to limit adjustments to Fuel prices to only 4 times per year as a result of the required surveys. Such an infrequent adjust to Fuel prices is not market and is unsustainable. Can MassDOT please clarify an Operator's right to set and adjust Fuel prices during the Term?

Clarification will be made via addendum.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 2

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

124 03/19/25 Lease and Concessions Agreement Section 9.2(A)

Section 9.2(A) of the Lease and Concessions Agreement requires the Operator to meet certain maintenance staffing requirements. Is MassDOT willing to consider removing such requirements and permitting the Operator to determine how best to meet the Operations and Maintenance Performance Standards?

Clarification will be made via addendum.

125 03/19/25 Lease and Concessions Agreement Section 15.3

Section 15.3 of the Lease and Concessions Agreement states, If any examination or audit discloses that the Operator miscalulated there are notable penalites. . Would MassDOT consider amending Section 15.3 to add a reasonable threshold such as a 3% discrepancy before Operator would be responsible for MassDOT's costs and expenses.

No change will be made.

126 03/19/25 Appendix G, Operations and Maintenance Performance

The Inspections and Remedies Section 3 in Appendix G is subjective. Will MassDOT work with us to clearly understand what success and failure looks like? Are they open to an updated checklist sheet based on best practices?

In current state, we are unclear of the discretion associated with the liquidated damages related to with the rules/checklists provided (example:

restrooms).

Yes, MassDOT will work with the selected Operator to clearly understand what success and failure looks like. Yes, MassDOT is open to an updated checklist based on best practices. The Transition Period is intended to act as an opportunity for MassDOT and the Operator to partner in these opportunities.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 3

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

127 03/19/25 Instructions to Proposers, Section B10.2 Revenue Terms and Form L

Gross Sales is currently defined as "amounts generated from the sale of all items and the provision of all services at all of the Service Plazas" which included Food, Beverage, EV Charging, and Fuel amongst all other things. We do not believe Gross Sales of Fuel is the correct way to measure Fuel rent and prefer to use Fuel Margin. Fuel Margin is not correlated to retail price and thus the current formula would not align the interests of MassDOT and a potential Operator. Having rent tied to Fuel Margin is consistent with the current lease.

Would MassDOT be open to changing the gross sales formula to accommodate a different Fuel Rent structure? We also believe EV should be treated differently.

Is MassDOT open to discussing that and revising Form L accordingly?

Changes regarding the rent structure, including edits to Form L, will be reflected via addendum.

128 03/19/25 Instructions to Proposers, Section B.2.2(H) regarding Initial Deposit

Can MassDOT please provide the ACH details for the initial deposit?

This information will be provided to Proposers prior to the Proposal due date.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 4

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

129 03/19/25 ITP Section 11, Table B10

Table B10 includes requirements to submit Forms I (which itself requires submission of Form H), Form J, Updated Form B, Updated or Additional Forms C, Updated From D, Updated Form E, Updated Form F, Form K, and Form L.

However Form G is not referenced. Can MassDOT please confirm that Form G is not required to be submitted with the Proposal?

Changes will be made via addendum. For clarification, no, Form G is not required to be resubmitted with the Proposal.

130 03/19/25 Lease and Concessions Agreement, Section 13.1(B) and Form I

Section 13.1(B) of the Lease - Is the Project Executive required to sign Form I? If so, must the Project Executive be a corporate officer if the Proposer is a corporation?

No. Form I is required to be signed by an authorized officer.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 5

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

131 03/19/25 ITP, Section

5.9 Selection

and Award and Form I

The Instructions to Proposers, Section

5.9 Selection and Award states, "By

submitting its Proposal, each Proposer commits to enter into the form of Transition Agreement and Lease include in the RFP, without negotiation or variation, except to fill in blanks and include information that the form of Transition Agreement and/or Lease indicates is required from the Initial Proposal or Proposal." Similar language is included in the Form I Proposal Cover Letter. Would MassDOT be open to negotiations on the terms of the Lease upon award?

The Transition Agreement will not be subject to negotiation upon award. In accordance with the requirements of the Transition Agreement and certain third-party agreements, certain portions of the Lease will be subject to completion upon agreement of the parties during the Transition Period.

All Proposers should note that the purpose of competitive dialogue during this procurement is to offer an opportunity for Proposers to offer suggested edits and comments on the forms of the Transition Agreement and Lease. As a part of this process, MassDOT may then consider those edits and comments received, and issue any corresponding edits to the forms of the Transition Agreement and Lease to all Proposers prior to Proposal submission, in order to maintain a level playing field.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 6

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

132 03/19/25 Lease and Concessions Agreement, Appendices E and M, Sections 3.3(2), 11.1(A), 11.3(C), 11.3(G), and 19.1:

Appendices E (Design, Construction and Environmental Requirements) and M (Environmental Indemnification Pass-Through Agreement) are critical to a potential Operator’s understanding of the scope of its environmental obligations under the Lease, but such appendices are noted “to be completed with selected Operator in connection with the Master Revitalization Plan”. Without information regarding the environmental requirements a potential Operator is expected to satisfy in Appendix E or knowledge of any existing indemnification obligations of the current operators in Appendix M, the Lease at Section 11.1(A) requires a potential Operator to assume all risks and to indemnify, defend and hold the Collective Indemnitees for any Hazardous Substances on, under, or about the Service Plazas whether such Hazardous Substances were existing prior to the Effective Date pursuant to Sections 3.3(2) and 19.1(9). Such indemnification obligations, which include areas that are “about” the Service Plazas and thus outside of an Operator’s responsibility, survive the expiration or termination of the Lease without any end date. This could potentially result in an Operator owing indemnification obligations well after the expiration of the Lease for conditions that existed prior to the commencement of the Lease. Applying such a requirement to a potential Operator without providing necessary details in Appendices E and M as to exactly what an Operator’s obligations include is extremely concerning and arguably prevents a meeting of the minds before Operator must commit to executing the Lease as written. Would MassDOT be willing to enter into reasonable negotiations on the environmental provisions of the Lease and costs associated therewith?

Changes will be made via addendum.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 7

Responses to Proposer Questions