MassDOT Service Plazas RFP - ITP Addendum 5.pdf

Request for Proposals for

Service Plaza Operator

Instructions to Proposers

Addendum Number 45

Bid No. BD-25-1030-CPO1-CPO1-107836 Proposal Submission Deadline: April 15, 2025 11:00 a.m. (Eastern time)

Massachusetts Department of Transportation

MassDOT Bid No. BD-25-1030-CPO1-CPO1-107836 i RFP Service Plaza Operator ITP Addendum #45

TABLE OF CONTENTS

Page

1. Introduction and General Provisions

1.1. Definitions

1.2. Program Goals and Objectives

1.3. General Program Description

1.4. Program Schedule

1.5. Program Funding

1.6. Supplier Diversity Program (SDP)

2. Procurement Process

2.1. Procurement Method

2.2. Procurement Schedule

2.3. Request for Proposals and Program Documents and Examination of Site

2.4. Designated Representatives for Communications and Other Information

2.5. Meetings

2.6. Questions and Responses Regarding the RFP

2.7. Addenda

2.8. Rules of Contact

2.9. Confidentiality/Public Information Act Disclosure Requests

2.10. Improper Conduct

2.11. Changes in Proposer’s Organization or Key Personnel

3. Submittal Requirements

3.1. General Submittal Requirements

3.2. Initial Proposal

3.3. Proposal

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3.4. Modifications, Withdrawals, and Late Submittals

3.5. Costs Not Reimbursable

4. Initial Proposal Evaluation Process and Criteria

4.1. General

4.2. Selection Committee

4.3. Initial Proposal Responsiveness Review

4.4. Requests for Clarification

4.5. Initial Proposal Pass/Fail Evaluation

4.6. Initial Proposal Qualitative Evaluation Criteria and Weighting

4.7. Short List

5. Proposal Evaluation Process and Criteria

5.1. General

5.2. Selection Committee

5.3. Proposal Responsiveness Review

5.4. Requests for Clarification

5.5. Proposal Pass/Fail Evaluation

5.6. Proposal Qualitative Evaluation Criteria and Weighting

5.7. Oral Presentation

5.8. Request for Proposal Revisions

5.9. Selection and Award

6. Contract Award and Execution

6.1. Documents To Be Delivered By Proposer With Executed Transition Agreement

6.2. Debriefings

7. MassDOT Reserved Rights

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Attachment A Initial Proposal Instructions

Attachment B Proposal Instructions

Attachment C ITP Forms

Form A Initial Proposal Cover Letter

Form B Information Regarding Proposer and Team Members

Form C Responsible Proposer Questionnaire

Form D Affidavit of Compliance

Form E Affidavit of Non-Collusion

Form F Conflict of Interest Certification

Form G Past Performance

Form H Form of Guarantor Commitment Letter

Form I Proposal Cover Letter

Form J Certificate of Compliance with State Laws

Form K SDP Plan Form

Form L Pre-Revitalization Revenue Terms Form

Form M Estimated Post-Revitalization Revenue Terms Form

Form Q Proposer Questions

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1. INTRODUCTION AND GENERAL PROVISIONS

This document comprises the Instructions to Proposers (“ITP”) of the Request for Proposals (“RFP”) issued by the Massachusetts Department of Transportation (“MassDOT”).

This RFP solicits competitive proposals (individually, a “Proposal” and collectively, “Proposals”) for an Operator that will operate and maintain and, if MassDOT and the Operator agree to terms, revitalize the 18 service plazas currently owned by MassDOT (the “Program”) under a long-term Lease and Concession Agreement (the “Lease”). MassDOT will evaluate the Proposals and select the most advantageous Proposer. MassDOT intends to enter into a Lease with the successful Proposer in a form substantially similar to Volume 1 of this RFP.

For specific information and requirements of the Lease, Proposers responding to this RFP should not rely on the limited information contained in this ITP, but instead refer to the appropriate sections of the RFP, including Volume 1 and the Reference Information Documents (“RIDs”) and other information referenced therein.

Proposers must comply with this ITP during the procurement and in their responses to the RFP.

1.1. DEFINITIONS

These definitions shall apply to the initially capitalized terms used throughout this ITP.

Capitalized terms not otherwise defined in this ITP shall have the meaning ascribed to them in Article I of the Transition Agreement or in the Lease.

Commercial Close shall mean the date identified in Section 2.2.

Contract Documents shall mean, collectively, (A) the Lease, including all addenda, exhibits, and appendices to the Lease; (B) amendments to the Lease; (C) any plan or other deliverable approved by MassDOT pursuant to the terms of the Transition Agreement or Lease, as appropriate; (D) the Transition Agreement; and (E) the successful Proposer’s Proposal.

Day, whether or not capitalized, shall mean calendar days, unless otherwise stated.

Group 1 Service Plazas shall mean the service plazas along the Massachusetts Turnpike, in both directions, and the service plazas in Lexington on the northbound side of I-95, Newton on the southbound side of I-95 and Plymouth on the southbound side of state Route 3, the leases for which expire on December 31, 2025.

Group 2 Service Plazas shall mean the service plazas in Barnstable on state Route 6 and state Route 132, in Beverly on the northbound side of state Route 128 and in Bridgewater on the northbound and southbound sides of state Route 24, the leases for which expire on June 30, 2027.

Group 1 Transition Period shall mean the period beginning with the effective date of the Transition Agreement and ending at 11:59 p.m. on December 31, 2025.

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Group 2 Transition Period shall mean the period beginning on January 1, 2027, and ending at 11:59 p.m. on June 30, 2027.

Guarantor shall mean the entity which will unconditionally guaranty the Operator Obligations.

Initial Proposal shall mean the initial submission of each Proposer, including the information sought in response to Attachment A – Initial Proposal Instructions. The Initial Proposal will be used to short-list qualified Proposers to participate in one-on-one meetings and submit a Proposal.

Initial Proposal Date shall mean the date established for submission of the Initial Proposal as set forth in Section 2.2.

Key Personnel shall mean the individuals identified in Section 13 of the Lease.

Lease shall mean the Lease and Concession Agreement.

Lease and Concession Agreement shall mean the document executed by MassDOT and the successful Proposer.

Lease and Concession Agreement Commercial Term Sheet shall mean the commercial term sheet issued with the RFP and that will be replaced with the Lease upon announcement of the short-list.

Lease Term shall mean the period for performance of the Lease, starting at midnight on January 1, 2026, and extending for 30 years, unless mutually agreed to by MassDOT and the Operator.

Major Participant shall mean a private entity that is a member of the Operator, including any entity providing an equity commitment to the Operator’s financing plan.

Massachusetts Department of Transportation or MassDOT shall mean the body politic and corporate established and operating pursuant to Chapter 6C of the General Laws of the Commonwealth of Massachusetts, as amended, with a principal place of business at Ten Park Plaza, Boston, Massachusetts 02116.

Master Revitalization Plan shall mean the plan to be submitted to MassDOT by the Operator pursuant to Article III of the Transition Agreement.

Operating Period shall mean the period of time from midnight on January 1, 2026, through the end of the Lease Term, with the exception of the Revitalization Period for an individual Service Plaza.

Operations and Maintenance Work or O&M Work shall mean the management, operations, and maintenance responsibility for the Service Plazas, including all management, technical, administrative, labor relations, and other services necessary in connection therewith, during the Lease Term, with the exception of the Revitalization Period for an individual Service Plaza.

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Operator shall mean the single special purpose entity either (A) formed in Delaware and registered to do business in Massachusetts, or (B) formed in Massachusetts and having no business other than entering into the Lease.

Program shall mean the program under which the Operator will operate and maintain and, if MassDOT and the Operator agree to terms, revitalize the 18 service plazas currently owned by MassDOT.

Program Objectives shall mean MassDOT’s objectives identified in Section 1.2(A) through (E).

Proposal shall mean the Proposal submitted to MassDOT in response to this RFP by a Proposer that has been short-listed based on its Initial Proposal.

Proposal Date shall mean the date established for submission of the Proposals as set forth in Section 2.2.

Proposer shall mean the entity that seeks to act as the Operator for the Program.

Reference Information Documents or RIDs shall mean those documents listed in the Master Table of Contents as such. Reference Information Documents are not Contract Documents and are provided solely for the purposes of disclosure.

Request for Proposals or RFP shall mean this document in its totality, inclusive of this ITP and any attachments hereto, the Transition Agreement, and the Lease and Concession Agreement Commercial Term Sheet, Lease, and any appendices thereto, and any subsequently issued addenda, issued by MassDOT to solicit Proposals for the purpose of entering into a Lease.

Revitalization Improvements shall mean the revitalization work contained in the Master Revitalization Plan approved by MassDOT and all the work contained in all of the Plaza Management Plans approved by MassDOT. Revitalization Improvements may include redevelopment, renovation, design and construction, re-construction, or any other mean or method of improving a Service Plaza, as proposed by the Operator and approved by MassDOT in the Master Revitalization Plan and relevant Plaza Management Plan.

Revitalization Period shall mean the period of time from the effective date of a Revitalization Addendum for a Service Plaza or group of Service Plazas through the completion of that Revitalization Work, the term of which shall be set in a Revitalization Addendum.

Selection Committee or SC shall mean the group of individuals established by MassDOT who will review Initial Proposals and Final Proposals and recommend selection of the successful Proposer. The SC may also receive assistance from subject matter experts, as required.

Service Plaza shall mean any one of the individual 18 Service Plazas currently owned by MassDOT.

Service Plazas shall mean all of the service plazas currently owned by MassDOT, encompassing both Group 1 and Group 2 Service Plazas.

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Transition Agreement shall mean the agreement between MassDOT and the Operator governing the relationship between the parties during the Group 1 Transition Period.

Transition Plan shall mean the plan to be submitted to MassDOT by the Operator pursuant to Article II of the Transition Agreement.

1.2. PROGRAM GOALS AND OBJECTIVES

The overarching goals for MassDOT for this initiative are to provide a clean, safe, friendly, future-proofed, and re-imagined Service Plaza network across the Commonwealth. This means that motorists, professional commercial drivers, and host communities will have exciting food and beverage choices including local and national brands (with healthy options and options for pre-ordering/on-site pick-up capability); sparkling new restrooms; and innovative traveler service offerings. The Operator must bring to this relationship significant capital investment capacity and the ability to revitalize the statewide Service Plaza network.

The following additional transformational Program Objectives reflect MassDOT’s major priority outcomes for the Service Plazas:

A. Electric Vehicle Charging

The Commonwealth’s vision is to establish a sustainable, equitable, and complete network of direct-current fast-charging (“DCFC”), non-exclusive EV charging stations to support travelers in taking long distance trips in EVs and to promote the transition to EVs. In the short-term, this means National Electric Vehicle Infrastructure Formula Program (“NEVI”) compliant DCFC EV charging stations (at minimum, 4 EV charging stations providing a power level of at least 150 kW each, with aggregate loading of 770kW) where possible, with further build-out as accommodated by the grid and as is required to support increasing consumer adoption rates. Throughout the Lease Term, MassDOT’s objective is to provide for the traveling needs of EV motorists in a manner that equals the quality of service provided to gasoline-powered vehicle motorists.

B. Sustainable Buildings and Systems

MassDOT will seek an Operator that incorporates high performance buildings strategies that substantially reduce greenhouse gas emissions, whether through renovation, new construction, or redevelopment at each Service Plaza in order to meet applicable requirements of Executive Order 594, “Leading By Example,” which governs the construction of buildings by MassDOT, and MassDOT’s design standards.

It is also MassDOT’s objective to incorporate the development, commercialization, and utilization of direct energy resources, including solar energy generation, other renewable and clean energy resources, and battery energy storage systems at certain Service Plazas where their implementation could support the onsite load for buildings or EV charging, or where hosting capacity could permit the injection of energy onto the grid.

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C. Market the Commonwealth and Its Communities

MassDOT expects that renovations to the Service Plaza facilities will promote and prioritize a positive presentation of Massachusetts and its communities, while serving the other forward-looking Program Objectives set forth herein. MassDOT does not, however, require or expect uniformity in the design and construction work across the various Service Plazas. For instance, Lee is a very different location than Newton or Barnstable, and Ludlow is a very different location than Bridgewater. MassDOT’s objective is to identify Service Plazas with distinctive design and branding, including signage stating, “Welcome to the Commonwealth of Massachusetts.” At the same time, it is MassDOT’s objective to “raise the bar,” balancing uniformity in visitor expectations and experiences in terms of site safety, service offerings and convenience with marketing the Commonwealth and its regional/community resources.

D. Diversity

MassDOT views the Commonwealth’s diversity as an asset. MassDOT and the Operator will establish a robust workforce diversity and supplier diversity program in the Lease, reflective of the Commonwealth’s diverse population.

E. Revenue Sustainability

Revenue from the Service Plazas to MassDOT provides a meaningful and sustainable source of funds to maintain Massachusetts' roadway network. Any increase (or decrease) in revenue will have a direct budget impact on MassDOT. MassDOT also encourages Proposers to think creatively and innovatively about retail and other services opportunities that might increase the traveler “spend” per person or attract more travelers into the Service Plazas to sustain or increase revenue and provide an enhanced traveler experience.

Sustaining and potentially increasing this revenue source is paramount, as the needs of the traveling public evolve significantly during the Lease Term.

1.3. GENERAL PROGRAM DESCRIPTION

MassDOT is seeking to revitalize and transform its portfolio of Service Plazas into best-in-class transportation and service hubs of the future for motorists and professional commercial drivers.

MassDOT is requesting Proposals from experienced and qualified Proposers to revitalize, operate, and maintain 18 Service Plazas as the end of the current leases approaches for current locations.

Specifically, MassDOT is competitively procuring an Operator to be responsible for providing best-in-class food, beverage, convenience, gas, diesel, and EV charging services, among other services and amenities, to the traveling public while also maintaining and operating each of the Service Plazas in a first-class, innovative, safe, and clean environment while growing operating revenue for MassDOT.

The Service Plazas are a vital “welcoming” component to the Commonwealth for millions of motorists and professional commercial drivers. They also support host communities and regions with employment, economic development, and tourism opportunities, while providing fuel, MassDOT Bid No. BD-25-1030-CPO1-CPO1-107836 6 RFP

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1.3.1. SERVICE PLAZAS LOCATIONS

The Massachusetts State Highway System is a system of state-numbered routes assigned and marked by the highway division of MassDOT. Operationally, MassDOT highways are divided across six highway districts, with the administrative headquarters located in Boston, Massachusetts. The 18 Service Plazas are located along the following five highways: I-90, I- 95/Rt. 128, Rt. 3, Rt. 6, and Rt. 24.

Of the 18 Service Plazas, several existing tenants manage and operate various amenities at each Service Plaza with most locations having a Lease Expiration Date (“LED”) of December 31, 2025, and four locations having a LED of June 30, 2027. The successful Operator will take over operation of each Service Plaza as its current lease expires (i.e., 14 locations on January 1, 2026, and four locations on July 1, 2027), while concurrently preparing/implementing plans for re-vitalized operations and redesigning facilities.

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Service Plaza locations and their existing lease arrangements are detailed in Table 1-1 below:

Table 1-1 Service Plaza Locations and Existing Lease Arrangements

Location Highway

Dist.

Highway

E-Z Pass

RMV Tenant 1 Food Fuel Both

LED

Tenant

Food Fuel Both

LED

Lee Eastbound* 1 Turnpike yes no McDonalds food 12/31/2025 Gulf fuel 12/31/2025

Lee Westbound* 1 Turnpike no no McDonalds food 12/31/2025 Gulf fuel 12/31/2025

Blandford Eastbound* 1 Turnpike no no McDonalds food 12/31/2025 Gulf fuel 12/31/2025

Blandford Westbound* 1 Turnpike no no McDonalds food 12/31/2025 Gulf fuel 12/31/2025

Ludlow Eastbound* 2 Turnpike no no McDonalds food 12/31/2025 Gulf fuel 12/31/2025

Ludlow Westbound* 2 Turnpike Yes no McDonalds food 12/31/2025 Gulf fuel 12/31/2025

Charlton Eastbound* 3 Turnpike no no McDonalds food 12/31/2025 Gulf fuel 12/31/2025

Charlton Westbound* 3 Turnpike no no McDonalds food 12/31/2025 Gulf fuel 12/31/2025

Westborough Westbound* 3 Turnpike no no McDonalds food 12/31/2025 Gulf fuel 12/31/2025

Framingham Westbound* 3 Turnpike no no McDonalds food 12/31/2025 Gulf fuel 12/31/2025

Natick Eastbound* 3 Turnpike yes yes McDonalds food 12/31/2025 Gulf fuel 12/31/2025

Lexington Northbound** 4 Rt. 128 no no McDonalds Both 12/31/2025

No Second Tenant Newton Southbound** 6 Rt. 128 no no McDonalds Both 12/31/2025

Plymouth Southbound*** 5 Rt. 3 no no McDonalds No Fuel 12/31/2025

Beverly Northbound *** 4 Rt. 128 no no Global Both 6/30/2027

No Second Tenant Barnstable Westbound*** 5 Rt. 6 no no Global Both 6/30/2027

Bridgewater Northbound*** 5 Rt. 24 no no Global Both 6/30/2027

Bridgewater Southbound*** 5 Rt. 24 no no Global Both 6/30/2027

* McDonalds holds a master lease of all Turnpike locations for food service with Gulf holding a separate master lease of all Turnpike locations for fuel service.

** McDonalds holds a separate master lease for the Newton and Lexington locations, Gulf is a subtenant of McDonalds at each location. Newton and Lexington have both food and fuel amenities; Plymouth has only food amenities.

*** McDonalds holds the master lease for the Plymouth location; no fuel amenity exists at this location.

**** Global Montello holds the master lease for the Bridgewater, Barnstable, and Beverly locations, Burger King is their main food service subtenant at all locations; Shell is their fuel subtenant in Beverly and Mobil is the fuel subtenant at the other three.

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MassDOT supports co-located Commonwealth services at some of the Service Plazas, including the following:

A. an E-ZPass Customer Service Center at the Lee (eastbound), Ludlow (westbound), and Natick (eastbound) Service Plazas;

B. a Registry of Motor Vehicles (“RMV”) Service Center at the Natick (eastbound) Service Plaza within the same space that the E-ZPass Customer Service Center operates; and

C. Travel & Tourism areas, for instance at the Plymouth Service Plaza, (driven by Regional Tourism Councils).

At this time, it is anticipated that these Commonwealth customer services will continue to operate at these Service Plazas. MassDOT and the Operator will partner together to re-imagine and integrate these operations.

Under its enabling legislation, MassDOT is authorized to contract with the Operator for the construction of buildings and facilities for gasoline stations, restaurants, parking, tourist information centers, and other services, and to lease these facilities in such manner and under such terms as MassDOT may determine. MassDOT expects to enter into a Lease with the Operator for a 30-year term, with up to ten years of renewal. Rent terms will be structured to ensure that MassDOT participates in the future success of the Program in terms of cash flow and value creation. The Operator will be fully responsible for operation and general maintenance of the Service Plazas and for enforcement actions at the Service Plazas, and will be expected to work with existing tenants and/or subtenants to achieve the common goal of a seamless operational transition. The Operator will be responsible for permitting any renovation/replacement projects, which may include working with the applicable federal, state, local, and other governmental agencies as well as community groups and other stakeholders during that process. The Operator will also be expected to ensure compliance with all applicable local, state, and federal environmental regulations.

The re-imagined Service Plazas should form the background for memorable trips and great impressions of the Commonwealth for millions of next generation residents, tourists, and travelers alike. The Service Plazas must provide such essential services as fueling, rest room facilities, vehicle (automobile, motorcycle, RV, truck) parking, take-out/pick-up and seated food services, a convenience store, wireless connectivity for cell and Wi-Fi, and trucker amenities, and enable placement of Commonwealth co-located services, as stated above. Any changes in the facilities’ architectural forms should also convey themes central to those embodied in Massachusetts cultural and physical geography, satisfy applicable Commonwealth green building requirements, and be maintained at the level typical of high-end retailing and dining destinations.

1.3.2. SCOPE OF THE OPPORTUNITY

For additional detail related to the Operator obligations pursuant to this Program, please see Appendix B – Scope of Work to the Lease.

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1.4. PROGRAM SCHEDULE

MassDOT anticipates commercial close for the Program no later than May 30, 2025. The Operator will transition to fully operating the Group 1 Services Plazas no later than January 1, 2026, and the Group 2 Service Plazas no later than July 1, 2027. The Lease Term is 30 years, with one optional ten-year extension.

1.5. PROGRAM FUNDING

No funding is currently committed to this Program, however, over the course of the Lease Term Commonwealth and/or federal funds may be committed to the Program for discrete activities or services.

1.6. SUPPLIER DIVERSITY PROGRAM (SDP)

1.6.1. PROGRAM BACKGROUND

Pursuant to Executive Order 599, the Commonwealth’s Supplier Diversity Program (SDP) promotes business-to-business relationships between awarded contractors and diverse businesses and non-profit organizations (“SDP Partners”) certified or recognized (see below for more information) by the Supplier Diversity Office (SDO).

1.6.2. FINANCIAL COMMITMENT REQUIREMENTS

All Proposers responding to this solicitation are required to make a significant financial commitment (“SDP Commitment”) to partnering with one or more SDO-certified or recognized diverse business enterprise(s) or non-profit organization(s), pursuant to Section 1.6.6. This SDP Commitment must be expressed as a percentage of contract sales resulting from this solicitation that would be spent with the SDP Partner(s).

After Lease award (if any), the Total SDP Commitment shall become a contractual requirement to be met annually on a Massachusetts fiscal year basis (July 1 – June 30) for the duration of the Lease. The minimum acceptable Total SDP Commitment in response to this solicitation shall be no less than 1%. Proposers shall be scored higher for SDP Commitments over 1%.

No Lease shall be awarded to a Proposer without an SDP Commitment that meets the requirements stated herein. This requirement extends to all Proposers regardless of their own supplier diversity certification.

1.6.3. ELIGIBLE SDP PARTNER CERTIFICATION CATEGORIES

SDP Partners must be business enterprises and/or non-profit organizations certified or recognized by the SDO in one or more of the following certification categories:

A. Minority-Owned Business Enterprise (MBE)

B. Minority Non-Profit Organization (M/NPO)

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C. Women-Owned Business Enterprise (WBE)

D. Women Non-Profit Organization (W/NPO)

E. Veteran-Owned Business Enterprise (VBE)

F. Veteran Non-Profit Organization (V/NPO)

G. Service-Disabled Veteran-Owned Business Enterprise (SDVOBE)

H. Disability-Owned Business Enterprise (DOBE)

I. Lesbian, Gay, Bisexual, and Transgender Business Enterprise (LGBTBE)

1.6.4. ELIGIBLE TYPES OF BUSINESS-TO-BUSINESS RELATIONSHIPS

Proposers may engage SDP Partners as follows:

A. Subcontracting, defined as a partnership in which the SDP partner is involved in the provision of products and/or services to the Commonwealth.

B. Ancillary Products and Services, defined as a business relationship in which the SDP partner provides products or services that are not directly related to the Lease with the Commonwealth but may be related to the Operator’s own operational needs.

Other types of business-to-business relationships are not acceptable under this Lease. If subcontracting is proposed, it must meet all the subcontracting provisions (if any) listed in this

RFP.

1.6.5. PROGRAM FLEXIBILITY

The SDP encompasses the following provisions to support Proposers in establishing and maintaining sustainable business-to-business relationships meeting their needs:

A. SDP Partners are not required to be subcontractors.

B. SDP Partners are not required to be Massachusetts-based businesses.

C. SDP Partners may be changed or added during the term of the Lease, provided the Operator continues to meet its SDP Commitment.

1.6.6. SDP SPENDING REPORTS AND COMPLIANCE

After Lease award, the Operator must submit reports at least annually to demonstrate compliance with the agreed-upon SDP Commitment. To submit SDP spending reports using the Supplier Diversity Hub (Hub), the Operator must create a profile in the Hub. The Operator must follow report submission instructions from MassDOT and the SDO.

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Only spending with SDP Partners that appear in the SDO Directory of Certified Businesses or in SBA Veterans Small Business Certification (VetCert) directory shall be counted toward the Operator’s compliance with its SDP Commitment. Spending with SDP Partners that do not appear in the directories above shall not be counted toward meeting the Operator’s SDP Commitment.

It is the responsibility of the Operator to ensure it meets its SDP Commitment, and the SDO and MassDOT assume no responsibility for the Operator’s failure to meet its SDP Commitment.

1.6.7. SDP SPENDING VERIFICATION

The SDO and MassDOT reserve the right to contact SDP Partners at any time to request that they attest to the amounts reported to have been paid to them by the Operator.

1.6.8. PROGRAM RESOURCES AND ASSISTANCE

Proposers seeking assistance in the development of their SDP Plans or identification of potential SDP Partners may visit the SDP webpage, www.mass.gov/sdp, or contact the SDP Help Desk at sdp@mass.gov.

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2. PROCUREMENT PROCESS

2.1. PROCUREMENT METHOD

This RFP is issued pursuant to Mass. Gen. Laws, ch. 6C, § 3. MassDOT intends to award the Lease to the responsible and eligible Proposer offering a Proposal that is determined by MassDOT, through evaluation based upon the criteria set forth in this RFP, to be the most advantageous to MassDOT.

MassDOT will only accept Proposals for the Program from those Proposers that MassDOT has short-listed based on Initial Proposals.

2.2. PROCUREMENT SCHEDULE

MassDOT anticipates carrying out the procurement process in accordance with the schedule noted in Table 2-1. All times are local Boston times unless otherwise indicated. The schedule is subject to modification at the sole discretion of MassDOT. Proposers will be notified of any change by an addendum to this RFP.

TABLE 2-1: Procurement Schedule

Event Date/Time

Issue RFP September 30, 2024

Deadline for Proposers to submit Initial Proposals (the “Initial Proposal Date”)

November 19, 2024 11:00 a.m.

Announce short-listed Proposers December 23, 2024

Revised Form of Transition Agreement and Form of Lease and Concession Agreement, Operations and Maintenance Performance Standards, and Electric Vehicle Infrastructure Requirements issued to short-list

February 21, 2025

One-on-one meetings with short-listed Proposers Week of March 10, 2025

Last day for Proposers to submit:

A. Questions and requests for clarification regarding the RFP up to Addendum Number

B. Proposed changes to the Proposer’s organization

C. Proposed changes to the Proposer’s Key Personnel

March 25, 2025

Last day for Proposers to submit questions and comments on Addendum Number 4

March 27, 2025 11:00 a.m.

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TABLE 2-1: Procurement Schedule

Event Date/Time

Last day for the MassDOT to:

A. Issue the final addendum to the RFP or responses to requests for clarifications B. Respond to proposed changes to the

Proposer’s organization C. Respond to proposed changes to Key

Personnel

April 1, 2025

Deadline for Proposers to submit Proposals (the “Proposal Date”)

April 15, 2025 11:00 a.m.

Proposer Oral Presentations Week of May 12, 2025

Commercial Close Spring 2025

2.3. REQUEST FOR PROPOSALS AND PROGRAM DOCUMENTS AND

EXAMINATION OF SITE

2.3.1. RECEIPT OF REQUEST FOR PROPOSALS AND PROGRAM DOCUMENTS

The RFP, including all addenda, and correspondence to Proposers, will be posted on COMMBUYS. COMMBUYS will be updated on an on-going basis during the course of the procurement as documents and information become available. Proposers are responsible for monitoring COMMBUYS and to be aware of any updates.

The Reference Information Documents (“RID”) will be posted in a separate data room found at https://nossaman.sharefile.com/i/i480927c97934bd69. The RIDs are provided solely for informational purposes. MassDOT does not warrant the accuracy, sufficiency, or suitability of the information contained in the RIDs for any particular application or use. See the Master Table of Contents for a complete listing of RIDs posted to the data room.

2.3.2. EXAMINATION OF RFP

Each Proposer shall be solely responsible for examining, with appropriate care and diligence, the RFP, including RIDs and any addenda and material made available to Proposers by MassDOT or posted on COMMBUYS or in the RIDs data room, and for informing itself with respect to any and all conditions that may in any way affect the nature of its Proposal, or the performance of the Operator’s obligations under the Lease. Failure of the Proposer to so examine and inform itself shall be at its sole risk, and MassDOT will provide no relief for any error or omission.

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The submission of a Proposal shall be considered prima facie evidence that the Proposer has made the above-described examination and is satisfied as to the conditions to be encountered in performing the work and as to the requirements of the Contract Documents.

2.3.3. SITE ACCESS

Other than at MassDOT-scheduled meetings and site visits, MassDOT does not plan to provide additional site access during the procurement. Proposers may conduct their own observations from public areas.

2.4. DESIGNATED REPRESENTATIVES FOR COMMUNICATIONS AND OTHER

INFORMATION

2.4.1. MASSDOT’S DESIGNATED PROGRAM REPRESENTATIVE

Unless specifically stated otherwise in this ITP, Proposers must submit changes to Proposer’s designated representative (as per Section 2.4.2), requests for changes to Proposers’ organization or Key Personnel (as per Section 2.11), and any other communications in writing to MassDOT’s Designated Program Representative via COMMBUYS. MassDOT’s Designated Program Representative is Michael Woods, Procurement Manager.

2.4.2. IDENTIFICATION OF PROPOSER DESIGNATED REPRESENTATIVE

The Proposer’s designated representative to act on behalf of the Proposer relating to this procurement is the individual identified in the Proposer’s Initial Proposal Cover Letter (see Attachment C, Form A). If a Proposer changes its designated representative to receive documents, communications, or notices in connection with the procurement subsequent to its submission of its Initial Proposal, the Proposer shall provide MassDOT’s Designated Program Representative with the name, title, address, telephone number, and E-mail address of such new designated representative, along with letters on the letterhead stationery of each Major Participant, executed by authorized officials of each entity, stating that representations, statements, and commitments made by the designated representative on behalf of the Proposer are authorized by the Major Participant. Failure to provide notification of a change to a Proposer’s designated representative in writing may result in the Proposer failing to receive important communications from MassDOT.

MassDOT is not responsible for any such failure.

2.5. MEETINGS

2.5.1. PRE-PROPOSAL MEETINGS

MassDOT reserves the right to hold pre-proposal meetings with all Proposers at any time prior to the Initial Proposal Date and all short-listed Proposers between the Initial Proposal Date and the Proposal Date. Pre-proposal meetings may be held either in person or by telephonic or electronic means. MassDOT will provide written notice of any pre-proposal meetings to all eligible Proposers. If a pre-proposal meeting is conducted by telephonic or electronic means, the notice will inform Proposers of the manner of the meeting.

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Each Proposer, by submittal of its Initial Proposal, and each short-listed Proposer, by submittal of its Proposal, acknowledges the opportunity to attend any pre-proposal meeting, if held, was offered to all eligible Proposers, and waives any right to challenge this procurement based on its failure to attend a pre-proposal meeting.

Each Proposer should attend pre-proposal meetings, if held, with appropriate members of its proposed Key Personnel, and if requested by MassDOT, senior representatives of proposed team members identified by MassDOT.

Nothing stated at any pre-proposal meeting or included in a written record or summary of a pre-proposal meeting will modify the ITP or any other part of the RFP unless it is incorporated in an addendum issued pursuant to Section 2.7.

2.5.2. SITE VISITS

MassDOT reserves the right to hold site visits with all Proposers at any time prior to the Initial Proposal Date and/or all short-listed Proposers between the Initial Proposal Date and the Proposal Date. MassDOT will provide written notice of any site visits to all eligible Proposers. See Sections

2.3.1 and 2.3.3.

Each Proposer, by submittal of its Initial Proposal, and each short-listed Proposer, by submission of its Proposal, acknowledges the opportunity to attend site visits, if any was offered to all eligible Proposers, and waives any right to challenge this procurement based on its failure to attend any site visit.

2.5.3. ONE-ON-ONE MEETINGS

After announcement of the short-list and prior to submission of Proposals, MassDOT reserves the right to conduct one-on-one meetings with each short-listed Proposer, as it deems necessary.

A. Subject Matter of One-on-One Meetings

The purpose of the one-on-one meetings with short-listed Proposers is for MassDOT and Proposers to engage in exchanges regarding the RFP and the Program. No negotiation or decision-making shall take place during the one-on-one meetings. MassDOT reserves the right to hold one-on-one meetings on matters it deems appropriate in its sole discretion, including, but not limited to, specific topic areas related to commercial terms. These one-on-one meetings do not factor into the evaluation of the short-listed Proposers and should not be considered a marketing opportunity.

B. Meeting Notice, Confirmation, and Agreement

MassDOT shall notify each short-listed Proposer in writing of the scheduled time, place, date, and duration of any one-on-one meeting, along with a request for each Proposer to submit agenda topics for the meeting. MassDOT may also provide agenda items for the one-on-one meetings. This notice may include procedural details. Attendance at the one-on-one meetings constitutes the short-listed Proposer’s waiver of protest rights related to

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C. Statements at One-on-One Meetings

Nothing stated at any one-on-one meeting will modify the ITP or any other part of the RFP unless it is incorporated into the RFP via an addendum issued pursuant to Section 2.7.

D. MassDOT Use of One-on-One Meeting Information

The intent of MassDOT is to maintain confidentiality of the one-on-one meetings.

However, MassDOT reserves the right to disclose to all short-listed Proposers any issues raised during the one-on-one meetings, except to the extent that MassDOT determines, in its sole discretion, such disclosure would reveal confidential or proprietary information.

2.6. QUESTIONS AND RESPONSES REGARDING THE RFP

Proposers shall be responsible for reviewing the RFP and any addenda issued by MassDOT prior to the Initial Proposal Date or Proposal Date, as appropriate, and for requesting written clarification or interpretation of any perceived discrepancy, deficiency, ambiguity, error, or omission contained therein, or of any provision which the Proposer fails to understand or to which the Proposer is suggesting a change, by the dates specified in Section 2.2 and in accordance with this Section 2.6.

Proposers shall submit, and MassDOT will respond to, requests for written clarification in accordance with this Section 2.6.

MassDOT will only consider comments and questions regarding the RFP, including requests for clarification and requests to correct errors, if properly submitted by a Proposer to the MassDOT’s Designated Program Representative via E-mail at ServicePlazaProcurement@dot.state.ma.us on Form Q. Such comments and questions may be submitted at any time prior to the applicable date specified in Section 2.2 or such later date as may be specified in any addendum and shall: (A) be sequentially numbered; (B) identify the document (i.e., the ITP, Volume 1, Volume 2, etc.); (C) identify the relevant section number and page number (i.e., Volume 2, Section 2.2 page 2-1) or, if it is a general question, indicate so; and (D) not identify the Proposer in the body of the question or contain proprietary or confidential information. Questions submitted in any other format or method than that described above will not be considered. No requests for additional information or clarification to any person other than MassDOT’s Designated Program Representative will be considered.

Proposers are responsible for ensuring that any written communications clearly indicate that the material relates to the Service Plaza Operator and MassDOT Bid No. BD-25-1030-CPO1-CPO1- 107836. Questions shall be submitted by the Proposer’s designated representative, and must include the Proposer’s name, designated representative’s name, address, telephone number, and E-mail address.

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Responses to requests for clarification or questions will be provided in writing and issued by MassDOT’s Designated Program Representative via COMMBUYS, except that MassDOT intends to respond individually to those questions identified by a Proposer or deemed by MassDOT as containing confidential or proprietary information relating to a Proposer’s Initial Proposal or Proposal, as appropriate. MassDOT reserves the right to disagree with the Proposer’s assessment regarding confidentiality of information in the interest of maintaining a fair process or complying with applicable law. Under such circumstances, MassDOT will inform the Proposer and may provide the Proposer that submitted the question the opportunity to withdraw the question, rephrase the question, or have the question answered non-confidentially or, if MassDOT determines that it is appropriate to provide a general response MassDOT will modify the question to remove information that MassDOT determines is confidential. MassDOT may rephrase questions as it deems appropriate and may consolidate similar questions. Proposers may submit questions on a “rolling” basis up to the date identified as the last date for questions in Section 2.2, and MassDOT similarly intends to issue multiple sets of responses on a “rolling” basis during the procurement process. The last set of responses will be issued no later than the date specified in Section 2.2.

For questions related to Addendum Number 4, each question shall be categorized as a Category 1, 2, or 3, as indicated on Form Q (Attachment C). “Category 1” means a potential “go/no-go” issue that, if not resolved in an acceptable fashion, may preclude the Proposer from submitting a Proposal. “Category 2” means a major issue that, if not resolved in an acceptable fashion, and when taken together with the entirety of other issues, may preclude the Proposer from submitting a Proposal. “Category 3” means an issue that is minor in nature, such as, a clarification, a comment concerning a conflict between documents or within a document, or a typographical mistake. After issuance of Addendum Number 4, each Proposer is limited to five questions related only to issues addressed in that addendum. If a question has more than one subpart, each subpart will be considered a separate question. After the date identified in Section 2.2 as the last day for Proposers to submit questions and comments on Addendum Number 4, no additional Proposer questions related to the RFP or any addenda thereto, including confidential questions, will be considered.

No additional questions, confidential or otherwise, beyond the limitation set forth in this Section

2.6 will be considered.

If MassDOT determines, in its sole discretion, that its interpretation or clarification requires a change in the RFP, MassDOT will prepare and issue an addendum. MassDOT will not be bound by, and Proposers should not rely on, any oral communications regarding the RFP. Use of any information gathered or received from other agencies or entities shall be at the Proposer’s own risk. Only information verified in writing by MassDOT will be considered reliable.

2.7. ADDENDA

MassDOT reserves the right, in its sole discretion, to revise, modify, or change the RFP and procurement process at any time before the Proposal Date. Any such revisions will be implemented through issuance of addenda to the RFP. Addenda will be issued by MassDOT’s Designated Program Representative via COMMBUYS, and Proposers will be notified of the issuance of such addenda. If any addendum significantly impacts this RFP, as determined in

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MassDOT’s sole discretion, MassDOT may change the Initial Proposal Date or Proposal Date, as appropriate. The announcement of such new date will be included in the addendum.

The Proposer shall acknowledge in its Initial Proposal Cover Letter (see Attachment C, Form A) and Proposal Cover Letter (see Attachment C, Form I) receipt of all addenda and question and answer responses. Failure to acknowledge such receipt may cause the Initial Proposal or Proposal, as appropriate, to be deemed non-responsive and be rejected.

MassDOT does not anticipate issuing any addenda later than the date specified in Section 2.2;

however, if the need arises, MassDOT reserves the right to issue addenda after such date.

2.8. RULES OF CONTACT

Starting on the date of issuance of this RFP and ending on the earliest of (i) the award and execution of the Lease, (ii) rejection of all Initial Proposals or Proposals by MassDOT, or (iii) cancellation of the procurement, the following rules of contact shall apply. These rules are designed to promote a fair and unbiased procurement process. Contact includes face-to-face, telephone, E-mail, or formal written communication.

The specific rules of contact are as follows:

A. No Proposer, or any of its team members, may communicate with another Proposer or its team members with regard to this RFP or either team’s Initial Proposal or Proposal, except that (1) contractors and subtenants that are shared between two or more Proposer teams may communicate with their respective team members so long as those Proposers establish a protocol to ensure that the shared team members will not act as a conduit of information between the teams, (2) this prohibition does not apply to public discussions regarding the RFP at MassDOT sponsored pre-proposal meetings or site visits, and (3) a Proposer may contact existing tenants and subtenants or contractors in connection with a proposed Transition Plan as contemplated by Attachment B, Section B5.0.

B. Pursuant to Section 2.4.2, each Proposer shall designate one representative responsible for contacts with MassDOT and shall correspond with MassDOT regarding this RFP only through MassDOT’s Designated Program Representative and Proposer’s designated representative.

C. No Proposer or representative thereof shall have any ex parte communications regarding the RFP, the Lease, or the procurement described herein with any member of the MassDOT Board of Directors or with any MassDOT staff, advisors, contractors, or consultants involved with the procurement, except for communications expressly permitted by the RFP or except as approved in advance at MassDOT’s Designated Program Representative’s sole discretion. The foregoing restriction shall not, however, preclude or restrict communications with regard to matters unrelated to the RFP, Lease, or procurement or from participation in public meetings of the MassDOT Board of Directors or any public or Proposer workshop related to this RFP.

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D. The Proposers shall not contact employees, representatives, and members of the professional services firms identified in Table 2-2, regarding the Program, this RFP, or the procurement.

E. Any communications determined by MassDOT, in its sole discretion, to be improper may result in disqualification.

F. Any official information regarding the Program will be disseminated from MassDOT. Any official correspondence will be in writing from MassDOT’s designated Program representative or designee.

G. MassDOT will not be responsible for any oral exchange or any other information or exchange that occurs outside the official process specified herein.

H. Proposers shall not contact any U.S. DOT or FHWA program office, representative, or consultant regarding this procurement.

Table 2-2: Professional Services Firms

Andrew J. Warcaba & Associates

Commercial Industrial Solutions RE (CISRE)

DAS Consultancy LLC

Ecosystem Solutions, Inc.

EcoTec Inc.

Electric Power Engineers, LLC

Greenberg Traurig

Greystone

Howard Stein Hudson

KPMG

Marsh, Moriarity, Ontell & Golder, P.C.

Nossaman LLP

Owl Services Inc.

Partner Engineering and Science, Inc.

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Table 2-2: Professional Services Firms

Stantec Consulting Services Inc.

Torque LLC

TransitLife, LLC

Weston & Sampson

2.9. CONFIDENTIALITY/PUBLIC INFORMATION ACT DISCLOSURE REQUESTS

2.9.1. DISCLOSURE WAIVER

Each Proposer, by submitting an Initial Proposal or Proposal to MassDOT in response to the RFP, consents to the disclosures described in this ITP, including this Section 2.9 and all other disclosures required by law, and expressly waives any right to contest, impede, prevent, or delay such disclosure, or to initiate any proceeding that may have the effect of impeding, preventing, or delaying such disclosure, under Mass. Gen. Laws, ch. 66 (the Massachusetts Public Records Law or “Public Records Law”) or any other law relating to the confidentiality or disclosure of information.