MassDOT Service Plazas - Responses to Proposer Questions 4.1.2025.pdf

Proposer Questions and Answers Dates Received: March 25 through March 27, 2025

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

133 03/25/25 ITP –

Definition of “Lease Term”, Section 1.3.1 and Section 1.4

A lease term of 40 years or greater provides the greatest potential to maximize revenue streams to enable funding for capital improvements. Will MassDOT consider changing the Lease Term to a minimum of 40-years?

See Addendum Number 5.

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

Responses to Proposer Questions Questions received: 3/25/25 - 3/27/25

Responses issed: April 1, 2025

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

134 03/25/25 Lease - Section 2.2

As drafted, the Operator’s representations and warranties are required to remain true and correct and in full force during the entire term of the Lease Agreement.

Typically representations and warranties are made only as of a particular time.

For instance, MassDOT’s representations are made only as of the Effective Date.

Furthermore, it is not appropriate for certain representations, such as the “no litigation” representations at Sections 2.2(E) and (F) to continue on an ongoing basis, as such an ongoing representation could trigger an Operator Default if any third party brought a lawsuit (irrespective of its materiality or insurance coverage) against the Operator or a Project Contractor relating to the Lease Agreement or the Service Plazas.

The Operator’s representations should be made only as of the Effective Date, consistent with customary practice and the representations of MassDOT.

No change will be made.

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

135 03/25/25 Lease - Section 4.2

Please confirm what other interests MassDOT has with respect to the Service Plazas. We expect that the successful bidder would be provided with the exclusive right to design, construct, maintain, operate and finance the Service Plazas

MassDOT's on-going rights with respect to the Services Plazas are generally set forth in the Lease.

136 03/25/25 Lease - Section 4.2(B)

The Service Areas are provided on an “as is” basis. There is no protection to the Operator for any degradation in the condition of the Service Areas from when the Proposal is submitted (as set forth in the Background Information) and when the Operator gains control of such Service Area on the applicable Commencement Date.

The Operator should be entitled to a Relief Event for any change in the condition of a Service Area from the date of the Operator’s Proposal until the applicable Commencement Date.

No change will be made.

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

137 03/25/25 Lease - Section 4.2(B)

The Operator is responsible for conducting all site investigations necessary for it to carry out the design and construction of the Revitalization Improvements and other Capital Improvements, however the Operator will not have access to the Service Plazas until after it submits its Proposal.

In these circumstances it is typical for there to be a Relief Event for any differing site conditions (including unexpected geotechnical conditions and unidentified utilities) that could not reasonably be anticipated based in the Background Information.

This will be a requirement to obtain funding for the project.

See Article 2, Section 2, of the Transition Agreement for a description of the Operator's access rights to the Service Plazas during the Transition Period.

No change will be made related to the addition of a Relief Event. Site conditions, among other topics, may be addressed during the Plaza Management Plan approval process.

138 03/25/25 Lease - Section 5.2

The lease drafting refers to potential amendments to the rental terms. It’s important to note that rental terms will need to be agreed prior to financial close.

Noted.

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

139 03/25/25 Lease - Section 5.5

Section 5.5 of the Lease Agreement provides that if MassDOT has not approved a Plaza Management Plan for a Service Plaza by January 1, 2029, then MassDOT may remove such Service Plaza from the Lease.

This will make it impossible to secure financing for the project. The scope of the project must be definitive and secure.

The Lease Agreement does not set forth any process by which MassDOT will review and approve the Plaza Management Plans, will MassDOT include a process with respect to the approval of the Plaza Management Plan similar to the process for the approval of the Revitalization Plan in the Transition Agreement?

No change will be made related to the off-ramping of a Service Plaza for failure to have an approved Plaza Management Plan by January 1, 2029.

Related to more information about a process for review and approval of the Plaza Management Plan, clarification will be made in Addendum Number 5.

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

140 03/25/25 Lease - Section 5.5

Section 5.5 of the Lease Agreement contemplates “a Plaza Management Plan for a Service Plaza”.

If the Operator wishes to utilize a Master Revitalization Plan, will MassDOT revise Section 5.5 (and other related provisions of the Lease Agreement) to provide for a single plan?

The Operator may submit up to five Plaza Management Plans during any three month period, in accordance with Section 5.2(A).

Each Plaza Management Plan must provide all of the required information, as per Sections 5.2 and 5.3 of the Lease, for each Service Plaza. However, see Addendum Number 5 for a clarification on the timing of MassDOT reviews.

Note that the Master Revitalization Plan is a separate submittal as per the Transition Agreement.

141 03/25/25 Lease - Section 6.1

In order for the project to be financeable, MassDOT will have to deliver certain legal opinions, direct agreements, certificates and information in order for the Borrower to satisfy certain conditions precedent to the financing.

The Lease Agreement should memorialize that MassDOT will provide customary assistance in connection with the Financing, including providing the deliverables described above.

It is expected that these topics will be addressed in the Lender's Remedies Agreement, to be included as an appendix to the Lease.

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

142 03/25/25 Lease Section

6.2 (&23)

Compensation on termination for MassDOT default, convenience, and Force Majeure will be critical for bankability.

The Lease shall include a specific set of events that constitute a MassDOT default, which may result in the Operator having the ability to terminate the Lease.

If the Lease is terminated for MassDOT default (or convenience), there should be a compensation payment that puts the Operator in a no better, no worse position (including lenders' liabilities, return on equity, and contractor breakage costs).

The Lease should also contain no-fault termination provisions (such as extended Force Majeure) and associated compensation for termination. In a no-fault termination scenario, it is standard for lenders to be kept whole, and contractors paid for breakage costs.

Equity should receive the equity capital invested.

No change will be made.

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

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

143 03/25/25 Lease - Section 6.4

Section 6.4 contains a typo that would limit the ability of a Leasehold Mortgagee to exercise remedies without MassDOT’s consent. We suggest revising as follows, which would be typical language:

SECTION 6.4 LEASEHOLD MORTGAGES. The Operator shall have the right to place a Leasehold Mortgage on the Operator’s interest in this Lease pursuant to the Security Documents, upon the condition that all rights acquired under such Leasehold Mortgage shall be subject and subordinate to all of the rights and interests of MassDOT hereunder. Subject to the terms and conditions of the Lenders’ Remedies Agreement, the execution and delivery of a Leasehold Mortgage shall not be deemed to constitute an assignment, pledge, transfer or disposal of the Operator’s leasehold interest nor shall the holder of a Leasehold Mortgage be deemed to be an assignee or transferee of this Lease so as to require such holder to assume the performance of any of the terms, covenants or conditions on the part of the Operator to be performed hereunder; and MassDOT’s the Operator’s consent shall not be required with respect to sale of the Operator’s interest hereunder upon or in lieu of the foreclosure of any Leasehold Mortgage;

provided, however, that no purchaser at a foreclosure sale or sale in lieu of foreclosure shall acquire any interest in the leasehold unless such purchaser or its designee shall execute, acknowledge and deliver to MassDOT an instrument in recordable form whereby such purchaser or designee assumes and agrees duly to perform all of the obligations, terms and conditions of this Lease to be performed on the part of the Operator (including its obligations to perform under the Project Contracts and Subcontracts). If the Operator shall grant a Leasehold Mortgage, the Operator or the Leasehold Mortgagee shall deliver to MassDOT a true copy of such mortgage, together with written notice specifying the name and address of the mortgagee under such mortgage and the recording date. Any such Leasehold Mortgage shall be a Security Document hereunder.

This edit will be made in Addendum Number 5.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 8

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

144 03/25/25 Lease - Section 7.14

The Operator is required to provide owner’s title insurance policies for each Service Plaza to MassDOT in amounts reasonably acceptable to MassDOT.

We are struggling to understand the value of title insurance to a governmental entity with the power of eminent domain (which is the ultimate cure to a title defect).

In addition, deliverables such as this one that involve significant cost (note that lenders may not require loan title insurance policies for a project like this so it owners’ policies are not a low cost add-on to an existing material cost) should be made at financial close not on the Effective Date.

A change will be made in Addendum Number 5.

145 03/25/25 Lease - Section 9.2(A)

Please confirm that MassDOT will be open to negotiations on the minimum custodial requirements with the successful operator, taking into account recognised best practice for service management and plaza operations ?

See Addendum Number 4.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 9

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

146 03/25/25 Lease - Section 10.4

The Operator’s obligation to remove trash and debris extends to areas adjacent to the Service Plazas designated by MassDOT from time to time.

There is no bound on what constitutes “adjacent” for purposes of this provision, and the Operator is not entitled to any additional compensation if MassDOT adds additional trash and debris removal areas to the Operator’s scope.

Additional areas should only be added to the scope of the Operator’s responsibility via a negotiated change order.

See Addendum Number 4.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 10

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

147 03/25/25 Lease - Section 10.6

The Renewal and Replacement Reserve Account is required to be established and funded no later than the Effective Date.

Typically the Renewal and Replacement Reserve Account would be established and funded at financial close for the Project.

MassDOT should consider whether the Renewal and Replacement Reserve Account should be opened by MassDOT or if the funds are held by an account of the MA Treasury, with the Operator able to submit requests for disbursements of eligible costs to avoid issues opening an account where the beneficial owner of the account (MassDOT) is not the one opening and maintaining the account.

Lastly, the Operator is not permitted to fund the Renewal and Replacement Reserve Account with a letter of credit (in lieu of cash funding), which is customary.

No change will be made.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 11

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

148 03/25/25 Lease - Section 11.1(B)

The Operator is being asked to take responsibility and bear all costs for any hazardous substance on the sites, pay for all costs to remediate such hazardous substances (even though they are not all known), and recover any associated costs under an indemnity from the current site operators.

This is an extremely off-market proposal and will make the project very difficult to fund.

MassDOT should pay the Operator for the clean-up costs of existing hazardous materials in the first instance and then recover the actual costs from the current operators.

See Addendum Number 4.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 12

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

149 03/25/25 Lease - Section 13.1(G)

Please consider deleting the second paragraph of Section 13.1(G) and replacing the second sentence of the first paragraph of Section 13.1(G) with the following:

If the Operator has knowledge of an actual or potential labor dispute that may affect the safe and secure and efficient operation of the Service Plazas, the Operator shall promptly: (1) give notice thereof to MassDOT, including all relevant information related to the dispute of which the Operator has knowledge;

and (2) take all reasonable steps to ensure that such labor dispute does not affect the performance of any of the Contract Services including by applying for relief to appropriate tribunals or courts.

See Addendum Number 5. Note that Section 13.1(G) only applies to the extent that there is an organizing labor union.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 13

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

150 03/25/25 Lease - Section 14.1(A)(6)

MassDOT may, at no cost to MassDOT, require the Operator to provide space at the Service Plazas for solar energy generation, other renewable and clean energy resources, and battery storage systems.

These are space intensive and permanent fixtures at the Service Plazas.

Any direction by MassDOT for the Operator to provide space for such uses at the Service Plazas should entitle the Operator to relief and compensation as necessary to leave the Operator in a no better and no worse position.

Discussion of the use of space by MassDOT at any Service Plaza will be discussed as a part of the Master Revitalization Plan and/or Plaza Management Plan processes. MassDOT understands that the uses identified in Section 14.1(A) of the Lease are ancillary to food, beverage, Fuel, and other EV charging.

151 03/25/25 Lease - Section - 14.2

With reference to Article 14.2 of the lease and concessions agreement (draft, February 19th, 2025), please confirm that the operator’s responsibility related to the signage is limited to changing the logos on the signage. We understand that the operator is not responsible or required to have traffic control measures & lane closures, and that the operator will provide MassDOT with any required signage for installation. This would be in line with signage requirements with other State road authorities. Please confirm our understanding is correct.

It is confirmed that the Operator is not responsible or required to have traffic control meansure and lane closures.

MassDOT will perform any required installation. Please see the supplemental signage policy included in the RIDs.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 14

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

152 03/25/25 Lease - Section 14.5

The Lease provides that MassDOT may engage third party consultants to assist MassDOT in connection with the Revitalization Work and the review of reports and submittals, at Operator’s expense.

MassDOT should bear its own costs in connection with any such third-party consultants. The Operator has no way of controlling this cost.

See Addendum Number 4.

153 03/25/25 Lease - Section 15

We suggest a division of rental payments between (1) fuel (which should be determined based on cents per gallon rather than a percentage of revenue), (2) EV revenue and (3) F&B / c-store / agency sales revenue. This will allow more flexibility to maximize Operational Rent for MassDOT.

See Addendum Number 4.

154 03/25/25 Lease - Section - 17.1(E)

Umbrella Liability Insurance coverage of $50m is extremely high and very off-market. Please confirm that the successful bidder will have the opportunity to amend the quantum of this coverage in line with market standards

See Addendum Number 5.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 15

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

155 03/25/25 Lease - Section 19.1

The Operator should not be required to reimburse any Collective Indemnitee for any Loss and Expense resulting from the willful misconduct or negligence of such Collective Indemnitee, or where the Lease otherwise provides that the Collective Indemnitees are not entitled to be indemnified.

we suggest that the following language be added to beginning of the last paragraph of Section 19.1:

The Operator shall not, however, be required to reimburse or indemnify any Collective Indemnitee for any Loss-and- Expense to the extent resulting from the willful misconduct or the negligence of any Collective Indemnitee or any other matter expressly excluded under this Lease.

No change will be made.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 16

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

156 03/25/25 Lease - Section 20.7

The Lease requires the Operator to provide a Parent Guaranty securing the Operator’s obligations under the Lease, which is off-market for the delivery and project financing of an infrastructure project (because at financial close, debt and equity are available in the amount to pay for the construction work under a fixed price, date certain construction contract).

Requiring that an entity (such as a parent) provide a guarantee of the Operator’s obligations under the Lease turns a limited recourse project into a project with full recourse to equity members and puts the entirety of the equity members holdings at risk, which is an extremely off-market requirement and contrary to the principles of project financing.

In infrastructure projects, equity members in the developer typically commit to contributing cash equity to the developer, which equity commitment evidences such equity member’s skin in the game, and as part of the developer’s financing plan, evidences the developer’s financial ability to undertake projects.

In addition, Section 20.5 and the other requirements for performance security already provide MassDOT with usual and customary protections.

Accordingly, it is our view that a Parent Guaranty is not necessary.

See Addendum Number 4.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 17

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

157 03/25/25 Lease - Section 20.1

The performance security for operations and maintenance (which includes labor costs) will be prohibitively expensive and will have significant impacts on project economics.

This onerous requirement will adversely impact the level of Operational Rent available to MassDOT.

Please consider clarifying the desired amount of the performance security by specifying a specific amount.

See Addendum Number 5.

158 03/25/25 Lease - Section 24.28

The Operator is responsible for paying the costs of all consents and approvals of MassDOT under the Lease. While we are sympathetic to the desire for MassDOT to be paid for its costs in connection with consents and approvals for circumstances not contemplated by the Lease (such as for refinancings), MassDOT should be responsible for its own costs in situations where it has reserved consent rights as a condition to the Operator’s performing Contract Services.

No change will be made.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 18

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

159 03/25/25 Appendix A The definition of No Better and No Worse does not use the Equity IRR to determine whether any financial settlement leaves the Operator in a No Better and No Worse position.

This is unusual, as the No Better and No Worse determination is typically determined so that any financial outcome allows the Operator to achieve an Equity IRR not less than the Base Case Equity

IRR.

We suggest revising clause (3)(a) of the definition of “No Better and No Worse” as follows:

(a) The Operator is left in a position which is financially no better and no worse in relation to the Operator’s equity internal rate of return than had the Relief Event or MassDOT Change not occurred, which position shall be ascertained through an adjustment to the applicable Financial Model in accordance with this Lease to determine any equitable adjustment as may be necessary to maintain the Operator in the financial position it would have been in under the version of the Financial Model applicable immediately prior to the relevant event; provided that any such equitable adjustment shall be reduced to account for any loss for which the Operator is not entitled to compensation relief hereunder and shall in no event be required to maintain any equity internal rate of return greater than the Base Case Equity IRR; and

See change in Addendum Number 5.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 19

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

160 03/25/25 Appendix A The definition of “Relief Event” provides that a “MassDOT Fault” is a Relief Event, however “MassDOT Fault” is not defined.

Could you please provide a definition of “MassDOT Default” as soon as possible so that Proposers can do a risk analysis of the Relief Event regime in the Lease.

See Addendum Number 4. For clarity, there is no explicit usage of the term "MassDOT Default."

161 03/25/25 Appendix K The document, as drafted, indicates that Tesla may be allowed to open their chargers to all vehicles. This will create issues where the operator will still have to install a minimum number of chargers across the Service Plazas, as it undermines the economics of the Proposers business.

Please clarify before the bid submission date.

No change will be made. It is confirmed that Tesla may be permitted to open its chargers to all EVs.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 20

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

162 03/25/25 ITP Sections

1.6.2 and 1.6.6

Section 1.6.2 of the ITP provides that the SDP Commitment may involve partnering with one or more SDO-certified or recognized diverse business enterprises.

Section 1.6.6 provides that only spending with SDP Partners that appear in the SDO Directory of Certified Business or in SBA Veterans Small Business Certification directory shall be counted towards the Operator’s compliance with its SDP Commitment.

Please clarify how SDO recognized diverse business enterprises may be used to satisfy the Operator’s SDP Commitment (as contemplated by Section 1.6.2), given that such SDO-recognized business are not included in the calculation in Section 1.6.6.

The SDO recognized diverse enterprises are identified in the SDO Directory of Certified Businesses. The SDO also recognizes entities identified in the Small Business Administration's ("SBA") Veteran's Small Business Certification ("VetCert") directory. See clarifying edit in Addendum Number 5.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 21

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

163 03/25/25 ITP

Attachment B, Sections B3.1, B3.2 and Table B10

In infrastructure projects, equity members in the developer typically commit to contributing cash equity to the developer, which equity commitment evidences such equity member’s skin in the game, and as part of the developer’s financing plan, evidences the developer’s financial ability to undertake projects.

Accordingly, please allow for equity providers to provide their credentials in support of the financial capacity of the Proposer, in lieu of a Guarantor (as such term is used in Attachment A and Attachment B).

Please note that an “equity member” would be considered a “Major Participant” under the definition included in the ITP and for purposes of Section B3.0 of Attachment B to the ITP. See Addnedum Number 4 and clarifying edits in Addendum Number 5.

164 03/25/25 General Question Number 56 responses from MassDOT stated "Massachusetts courts have held that a state entity is subject to municipal regulations, even when performing an essential governmental function" Response to question 90 stated that "Building construction and potential uses within each Service Plaza are not subject to local zoning". Please clarify if the service plazas are subject to zoning regulations.

The Proposer is encouraged to review the response to question number 56 in its entirety. MassDOT encourages Proposers, with the assistance of counsel, to review the applicable Massachusetts law.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 22

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

165 03/25/25 General Bridgewater (NB & SB) - There is a discrepancy between the Property Condition Report (or PCA) prepared by Partner and the Existing Conditions Report (ECR) prepared by Howard Stein Hudson for both of the Bridgewater sites (NB & SB). The PCA indicates the sanitary sewer is municipal to the town of Bridgewater. The ECR indicates a pumped system at each site that pumps to the Raynham wastewater collection system for treatement by a private pump station on site. Please clarify if both of these sites are municipal services or if they tie into a private water treatment facility. If a private treatment facilty is used, please confirm who is responsible for pump stations at each site and who is responsible for the private treatement system operating costs (i.e. jurisdiction of town vs responsibility of the Offeror).

MassDOT has confirmed with the town that both Bridgewater locations have on-site septic systems. Neither location is connected to a local sewer system.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 23

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

166 03/25/25 General Bridgewater (NB & SB) - There is a discrepancy between the Property Condition Report (or PCA) prepared by Partner and the Existing Conditions Report (ECR) prepared by Howard Stein Hudson for both of the Bridgewater sites (NB & SB). The PCA indicates the water source is municipal, whereas the ECR indicates water lines from the building end at route 24 for NB and unknown end at SB. Please clarify if these locations are connected to a municipal services or if a private well is present.

MassDOT has confirmed with the town that both Bridgewater locations are connected to the municipal water supply.

167 03/25/25 Proposer Question responses -number 114

We refer to the response to question 114 received on March 11, 2025. Please confirm that Section 13.1(G) solely relates to Revitalization Works and Capital Improvements for the duration of the lease. In the response provided, 13.1

(G) was referenced in both the first and second sentence.

See Addendum Number 5. Note that Section 13.1(G) only applies to the extent that there is an organizing labor union

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 24

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

168 03/27/25 Lease - Section 14.2

The Operator will need protection against any new commercial facilities provided by MassDOT. For a project like this to get funding it’s essential that the Operator has certainty on this point. We request that MassDOT remove the new suggested language included in Addendum 4 to provide the Operator with sufficient protections. This will directly impact the Operators ability to raise funding.

See Addendum Number 5. MassDOT has endeavored to fulfill this request by reverting to the former language, with the exception of certain minor carve outs.

169 03/27/25 Lease - Section 3.1(D)

Please confirm that MassDOT are open to extending the term of the Project to 40 years at the Operators request, to maximise the development potential of the project, as the secured term directly impacts the Project economics

See response to Proposer question 133.

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

Responses to Proposer Questions

Question Number

Date Submitted

RFP

Reference

Proposer Question MassDOT Response

170 03/27/25 Lease - Section 13.1(G)

Please confirm and Section 13.1(G) is solely intended to relate to Revitalization Works and Capital Improvements for the duration of the lease, and amend the lease accordingly, and we would require that MassDOT delete the second paragraph of Section 13.1(G) and replace the second sentence of the first paragraph of Section 13.1(G) with the following, which reflects market practice:

If the Operator has knowledge of an actual or potential labor dispute that may affect the safe and secure and efficient operation of the Service Plazas, the Operator shall promptly: (1) give notice thereof to MassDOT, including all relevant information related to the dispute of which the Operator has knowledge; and (2) take all reasonable steps to ensure that such labor dispute does not affect the performance of any of the Contract Services including by applying for relief to appropriate tribunals or courts.

See responses to Proposer questions 149 and 167.

171 03/27/25 Lease - Section 20.1

The performance security for operations and maintenance (which includes labor costs) will be prohibitively expensive and will have significant impacts on project economics.

This onerous requirement will adversely impact the level of Operational Rent available to MassDOT.

Please confirm that a performance bond of $10m is sufficient.

See response to Proposer question 157.

MassDOT Bid No. BD-25-1030-CP01-CP01-107836 Service Plaza Operator 26

Responses to Proposer Questions