MassDOT Service Plazas RFP - ITP Attachment C Addendum 5.docx

Massachusetts Department of Transportation

Request for Proposals for Service Plaza Operator

Instructions to Proposers Attachment C – ITP Forms Addendum Number 5

Bid No. BD-25-1030-CPO1-CPO1-107836

TABLE OF CONTENTS

Form A Initial Proposal Cover Letter

(to be submitted on Proposer’s letterhead via COMMBUYS)

Bid No: BD-25-1030-CPO1-CPO1-107836 RFR Description: Service Plaza Operator Request for Proposals Subject: Initial Proposal The undersigned (“Proposer”) having carefully examined and understood the documents included in the Request for Proposals (“RFP”), hereby offers to the Massachusetts Department of Transportation (“MassDOT”) the Initial Proposal as contained in the following responses enclosed with this letter:

Initial Proposal Parts

Initially capitalized terms not otherwise defined herein shall have the meanings set forth in in Section 1.1 of the RFP, Article I of the Transition Agreement, or the Lease.

We confirm that our Initial Proposal is in exact compliance with the RFP with no exceptions to, or comments upon, the RFP documents.

We confirm receipt of the following addenda:

We also confirm receipt and review of all Bidder Q&A documents furnished through COMMBUYS.

This Initial Proposal shall constitute a binding offer open for acceptance by MassDOT.

We confirm that this Initial Proposal has been prepared in compliance with the RFP and agree to conduct ourselves in accordance with the RFP.

We confirm the validity of the Initial Proposal being 180 days from the Proposal Date.

If the Proposer has special concerns about information which it desires to make available to MassDOT but which it believes constitutes a trade secret, proprietary information, or other information excepted from disclosure, the Proposer shall specifically and conspicuously designate that information by placing “TRADE SECRET - PROPRIETARY” in the header or footer of each such page affected and by identifying such confidential information below.

Nothing contained in this provision shall modify or amend requirements and obligations imposed on MassDOT by the Public Records Law or other applicable law. The provisions of the Public Records Law or other laws shall control in the event of a conflict between the procedures described above and the applicable law.

[The Proposer shall identify here any information, listed by Initial Proposal part and page number, that has been labeled as “Trade Secret – Proprietary” by the Respondent.] In accordance with ITP, Section 2.10, the Proposer is responsible for disclosing all of the Proposer team’s potential conflicts of interest and to submit an executed Form H with its Initial Proposal.

[The Proposer shall identify here any real or perceived conflicts of interest in relation to services under this Program.] The undersigned are authorized to sign on behalf of and to bind [ (include Proposer’s name)] to the provisions of this Initial Proposal.

Proposer Name:

Authorized Representative Name:

(BLOCK LETTERS)

Authorized Representative’s Signature:

Title:

Date:

Form B Information regarding Proposer and Team Members

Submit this form for the Proposer, including information regarding each Major Participant and any other Proposer team members identified in the Initial Proposal or Proposal, as appropriate.

PROPOSER:

Address:

Contact Name: Title:

Telephone Number: E-mail:

NAME(S) OF PROPOSER MEMBERS

Major Participants

Proposer Team Members

Form C Responsible Proposer Questionnaire

Submit this form for the Proposer and each Major Participant and any other Proposer team members identified in the Initial Proposal or Proposal, as appropriate Proposer:

Name of Entity:

Entity (check one box for entity completing Form C, as applicable):

Proposer, Major Participant, or Proposer Team Member.

1. Has the firm or any affiliate* or any current officer thereof, been indicted or convicted of bid or other contract-related crimes or violations (i.e., fraud, bribery, collusion, conspiracy, antitrust) or any other felony or serious misdemeanor within the past five years?

2. Has the firm or any affiliate* ever sought protection under any provision of any bankruptcy act within the past ten years?

3. Has the firm or any affiliate* ever been disqualified, removed, debarred, or suspended from performing work for the federal government, any state or local government, or any foreign governmental entity within the past ten years?

4. Has the firm or any affiliate* ever been found liable in a civil suit or found guilty in a criminal action for making any false claim or other material misrepresentation to a public entity within the past ten years?

Yes No If yes, as to each such inquiry, state the name of the public agency, the date of the inquiry, the grounds on which the public agency based the inquiry, and the result of the inquiry.

5. Within the past ten years, has the firm or any affiliate* been found, adjudicated, or determined by any federal or state court or agency (including, but not limited to, the Equal Employment Opportunity Commission, the Office of Federal Contract Compliance Programs, or any applicable Massachusetts governmental agency) to have violated any laws or Executive Orders relating to employment discrimination or affirmative action, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended (42 U.S.C. Section 2000 et seq.); the Equal Pay Act (29 U.S.C. Section 206(d)); and any applicable or similar Massachusetts law?

6. With respect to each of Questions 1-5 above, if not previously answered or included in a prior response on this form, is any proceeding, claim, matter, suit, or indictment currently pending against the firm that could result in the firm being found liable, guilty, or in violation of the matters referenced in Questions 1-5 above and/or subject to debarment, suspension, removal, or disqualification by the federal government, any state or local government, or any foreign governmental entity?

Yes No If yes, please explain and provide the information requested as to such similar items set forth in Questions 1-5 above.

Under penalty of perjury, I certify that the foregoing is true and correct, and that I am the Entity’s authorized representative:

By:

Print Name:

Title:

Date:

*With respect to the Entity, the term “Affiliates” includes (i) parent companies of the Entity, (ii) subsidiary companies of the Entity, and (iii) joint venture members or partners in which the Entity has more than a 15% financial interest.

Form D Affidavit of Compliance

Submit this form for the Proposer and each Major Participant and other Proposer team member identified in the Initial Proposal or Proposal, as appropriate.

Proposer:

Name of Entity:

Entity (check one box for entity completing Form D, as applicable):

Proposer, Major Participant, Proposer Team Member

Massachusetts Business Corp. Foreign Corp. Non-Profit Corp.

I, _________________________________________, President Clerk ______ of ____________________________________, principal office is located at _____________________________________________________________________ do hereby certify that the above named corporation has filed with the State Secretary all certificates and annual reports required by Chapter 156B, Chapter 156D, or Chapter 180 of the Massachusetts General Laws.

SIGNED UNDER THE PENALTIES OF PERJURY this ____ day of ____________, 2025.

Signature of Duly Authorized Corporate Officer

Form E Affidavit of Non-Collusion

Submit this form for the Proposer and each Major Participant.

The undersigned being duly sworn, deposes and says that he is the

(Sole owner; partner; president; treasurer; or other duly authorized official of a corporation) of (Name of Proposer as appearing in submitted Initial Proposal) for work in ____________________________________ on (City / Town) (Proposal Date) and certifies under penalties of perjury that this Initial Proposal is in all respects bona fide, fair, and made without collusion or fraud with any other person. As used in this paragraph the word "person" shall mean any natural person, joint venture, partnership, corporation, or other business or legal entity.

Signature and Title of Person making Affidavit

Sworn to before me this ______ day of , 2025

Notary Public My Commission Expires:

Form F Conflict of Interest Certification

Except as set forth in its Form A – Initial Proposal Cover Letter or Form I – Proposal Cover Letter, [Name of Proposer] certifies that it has no real or perceived conflict of interest in relation to services under the Service Plaza Operator Program and furthermore agrees to take any action or supply any information necessary should a conflict of interest arise consistent with MassDOT’s policies and other applicable requirements.

Under penalty of perjury, I certify that the foregoing is true and correct, and that I am the Proposer’s Designated Representative:

Authorized Signature:

Title or Position:

Date:

Form G Past Performance

Submit this form for the Proposer and each Major Participant and other Proposer team members identified in the Initial Proposal.

Name of Proposer:

Entity Name:

Litigation and Arbitration

Termination for Cause or Default

Disciplinary Action

Attachment C – ITP Forms Addendum #5 Form H Form of Guarantor Commitment Letter

[DATE]

Massachusetts Department of Transportation Attention: Michael Woods Procurement Manager 10 Park Plaza Boston, MA 02116 RE: Guarantor Commitment to Provide Parent Guaranty for the Service Plaza Operator Program Dear Mr. Woods:

___________[Insert name of entity providing the guaranty], hereinafter “Guarantor,” is ___________[describe relationship to Proposer or Major Participant]. This commitment letter is provided on behalf of ________ [insert name of Proposer or Major Participant] in connection with its Proposal for the Lease for the Service Plaza Operator Program (the “Program”). Guarantor hereby irrevocably agrees to provide a guaranty, guaranteeing all the obligations of [insert name of Proposer or Major Participant] with respect to the Lease. This commitment is subject only to award of the Lease to ________ [insert name of Proposer].

[Attach evidence of authorization of the signatory to the letter, which may include a Power of Attorney signed by an authorized individual of the entity or other authority, as evidenced by the partnership agreement, joint venture agreement, corporate charter, bylaws, or resolution.]

Attachment C – ITP Forms Addendum #5 Form I Proposal Cover Letter

(to be submitted on Proposer’s letterhead via COMMBUYS)

Proposal Date: April 15, 2025

The undersigned (“Proposer”) submits this detailed response (the “Proposal”) to that certain Request for Proposals (“RFP”) (MassDOT Bid No. BD-25-1030-CPO1-CPO1-107836) issued by the Massachusetts Department of Transportation (“MassDOT”) for the Service Plaza Operator Program (the “Program”), pursuant to Mass. Gen. Laws ch. 6C, § 3.

Initially capitalized terms not otherwise defined herein shall have the meanings set forth in in Section 1.1 of the RFP, Article I of the Transition Agreement, or the Lease.

If selected by MassDOT, The Proposer agrees to do the following: (a) enter into the Transition Agreement and Lease without varying or amending its terms (except for modifications agreed to by MassDOT in its sole discretion), and satisfy all other conditions to award of the Lease; and (b) perform its obligations as set forth in the RFP and the Contract Documents, including compliance with all commitments contained in this Proposal.

The Proposer offers to MassDOT the Proposal as contained in the following responses enclosed with this letter:

Proposal Parts

The Proposer acknowledges receipt, understanding, and full consideration of all materials posted on COMMBUYS, and the following addenda and sets of questions and clarification responses:

[Proposer to list any addenda to this RFP and sets of questions and answers by dates and numbers.] The Proposer certifies that its Proposal is submitted without reservation, qualification, assumptions, or conditions. The Proposer certifies that: (i) it has examined and is familiar with all of the provisions of the RFP; (ii) it reasonably has reviewed all materials posted on COMMBUYS, the addenda, and MassDOT’s responses to clarification questions; (iii) it is satisfied that the RFP provides sufficient detail regarding the obligations to be performed by the Operator; (iv) it has checked all the words, figures, and statements in this Proposal to a degree that is prudent and reasonable in preparing this Proposal; and (v) to the extent identified during the preparation of this Proposal, it has notified MassDOT of any deficiencies in or omissions from the RFP or other documents provided by MassDOT and of any unusual site conditions observed prior to the date hereof.

To the extent the Proposer identifies any errors, inconsistencies, or unusual site conditions after the date hereof, the Proposer agrees to notify MassDOT of such errors, inconsistencies, or unusual site conditions in accordance with the terms and conditions of the Contract Documents.

The Proposer represents that all statements made in the Initial Proposal previously delivered to MassDOT (as amended and resubmitted) are true, correct, and accurate as of the date hereof, except as otherwise specified in the enclosed Proposal. The Proposer agrees that such Initial Proposal, except as modified by the enclosed Proposal, is incorporated as if fully set forth herein.

The Proposer understands that MassDOT is not bound to accept any Proposal MassDOT may receive.

The Proposer further understands that all costs and expenses incurred by it in preparing this Proposal and participating in the RFP process will be borne solely by the Proposer.

The Proposer consents to MassDOT’s disclosure of its Proposal pursuant to Mass. Gen. Laws, ch. 66 (the Massachusetts Public Records Law or “Public Records Law”) to any Persons in MassDOT’s sole discretion after award of the Lease by MassDOT. The Proposer acknowledges and agrees to the disclosure terms described in the Instructions to Proposers (“ITP”), Section 2.9.4.

If the Proposer has special concerns about information which it desires to make available to MassDOT but which it believes constitutes a trade secret, proprietary information, or other information excepted from disclosure, the Proposer shall specifically and conspicuously designate that information by placing “TRADE SECRET - PROPRIETARY” in the header or footer of each such page affected and by identifying such confidential information below.

Nothing contained in this provision shall modify or amend requirements and obligations imposed on MassDOT by the Public Records Law or other applicable law. The provisions of the Public Records Law or other Laws shall control in the event of a conflict between the procedures described above and the applicable law.

[The Proposer shall identify here any information, listed by Proposal Part and page number, that has been labeled as “Trade Secret – Proprietary” by the Proposer.] The Proposer agrees that MassDOT will not be responsible for any errors, omissions, inaccuracies, or incomplete statements in this Proposal.

In accordance with ITP, Section 2.10, the Proposer is responsible for disclosing all of the Proposer team’s potential conflicts of interest and to submit an updated, executed Form F with its Proposal.

[The Proposer shall identify here any real or perceived conflicts of interest in relation to services under this Program.] This Proposal shall be governed by and construed in all respects according to the laws of the Commonwealth of Massachusetts.

[This Form I shall be signed by a person having proper legal authority, and the person's title should be given, such as "owner" in the case of an individual; "partner" in the case of a general partnership; "president,” "treasurer," or other authorized officer in the case of a corporation.] The following individual is authorized to enter into the Transition Agreement and Lease with MassDOT on behalf of the Proposer in connection with this RFP:

Full name and address of the individual or concern submitting this Proposal:

Signed:

Title:

Date:

[Insert the appropriate block from the following.] If a Corporation Incorporated in what State:

President:

Treasurer:

Secretary:

If a Partnership (Name all Partners):

Name of Partner:

Residence:

Name of Partner:

Residence:

If an Individual:

Name:

Residence:

If an Individual Doing Business Under a Firm Name:

Name of Firm:

Name of Individual:

Business Address:

Residence:

If a Joint Venture:

Name of Venture:

Business Address:

Name of Firm or Corporation:

Address:

Name of Firm or Corporation:

Address:

Name of Firm or Corporation:

Address:

Name of Firm or Corporation:

Address:

[Attach evidence of signatory authorization] [If any of the joint venture members is a corporation a copy of the vote of the corporation authorizing the joint venture should be attached hereto.]

ADDITIONAL INFORMATION TO BE PROVIDED WITH FORM I – PROPOSAL COVER LETTER:

A. The Proposer shall describe in detail the legal structure of the Proposer and, the Major Participants.

1. If the Proposer/Major Participant is a corporation or includes a corporation as a joint venture member, partner, or member, provide articles of incorporation and bylaws for the Proposer/Major Participant and each corporation certified by an appropriate individual. If any entity is not yet formed, so state and indicate that these documents will be provided prior to award.

2. If the Proposer/Major Participant is a partnership or includes a partnership as a joint venture member, partner, or member, attach full names and addresses of all partners and the equity ownership interest of each entity and provide the partnership agreement and certificate of partnership for the Proposer/Major Participant certified by an appropriate individual. If any entity is not yet formed, so state and indicate that these documents will be provided prior to award.

3. If the Proposer/Major Participant is a joint venture or includes a joint venture as a joint venture member, partner, or member, attach full names and addresses of all joint venture members and the equity ownership interest of each entity and provide the joint venture agreement certified by an appropriate individual. If any entity is not yet formed, so state and indicate that these documents will be provided prior to award.

4. If the Proposer/Major Participant is a limited liability company or includes a limited liability company as a joint venture member, partner, or member, attach full names and addresses of all members and the equity ownership interest of each entity and provide the operating agreement for a limited liability company certified by an appropriate individual. If any entity is not yet formed, so state and indicate that this information will be provided prior to award.

Attach evidence to the Proposal and to each letter that the person signing has authority to do so.

B. With respect to authorization of execution and delivery of the Proposal and validity thereof, the Proposer shall provide the following:

1. If the Proposer is a corporation, it shall provide evidence in the form of a resolution of its governing body certified by an appropriate officer of the corporation;

2. If the Proposer is a partnership, such evidence shall be in the form of a partnership resolution and a general partner resolution (as to each general partner) providing such authorization, in each case, certified by an appropriate officer of the general partner;

3. If the Proposer is a limited liability company, such evidence shall be in the form of a limited liability company resolution and a managing member(s) resolution providing such authorization, certified by an appropriate officer of the managing member(s). If there is no managing member, each member shall provide the foregoing information;

4. If the Proposer is a joint venture, such evidence shall be in the form of a resolution of each joint venture member, certified by an appropriate officer of such joint venture member; or

5. If the Proposer is an entity that is not yet formed, such evidence shall be in the form of a resolution of each Major Participant, certified by an appropriate officer of such member.

The Proposer’s partnership agreement, limited liability company operating agreement, or joint venture agreement, as applicable, must include an express provision satisfactory to MassDOT, in its sole discretion, stating that, (a) in the event of a dispute between or among joint venture members, partners, or members, as applicable, no joint venture member, partner, or member, as applicable, shall be entitled to stop, hinder, or delay work on the Program; and (b) a joint and several liability statement. If the Proposer is an SPE, it shall submit the applicable agreement to MassDOT and identify on the cover page where in the agreement the provision can be found.

Attachment C – ITP Forms Addendum #5

FORM J

CERTIFICATE OF COMPLIANCE WITH STATE LAWS

Submit this form for the Proposer and each Major Participant.

Proposer:

Name of Firm:

Entity (check one box for entity completing Form J, as applicable):

Proposer; Major Participant.

MASSACHUSETTS DEPARTMENT OF TRANSPORTATION

Pursuant to Mass. Gen. Laws ch. 62C, § 49A, and Mass. Gen. Laws ch. 151A, § 19A, I certify under the penalties of perjury that I, to the best of my knowledge and belief, am in compliance with all laws of the Commonwealth of Massachusetts relating to taxes, reporting of employees and contractors, and withholding and remitting child support*.

Social Security or Federal Identification Number:

Printed Name of Individual:

Printed Name if Corporate Officer:

* The provision in the attestation of relating to child support applies only when the entity is an individual.

** Approval of or a renewal of a license will not be granted unless this certification clause is signed by the applicant. For all corporations, a certified copy of the vote of the Board of Directors must be provided.

*** Your social security number will be furnished to the Massachusetts Department of Revenue to determine whether you have met tax filing or tax payment obligations. Providers who fail to correct their non-filing or delinquency will not be selected or receive a Transition Agreement or Lease. This request is made under the authority of Mass. Gen. Laws ch. 62C, § 49A.

Attachment C – ITP Forms Addendum #5

Attachment C – ITP Forms Addendum #5 Form L Pre-Revitalization Revenue Terms Form

Name of Proposer:

Operational Rent:

Percentage of Gross Sales ____________% Fuel Rent $________/Gallon[footnoteRef:1] [1: Value shall be increased every three years in accordance with the Consumer Price Index (“CPI”).]

Minimum Annual Guaranteed Rent:

Framingham Westbound

Jan. 1 2026

Westborough Westbound

Jan. 1 2026

Charlton Westbound

Jan. 1 2026

Ludlow Westbound

Jan. 1 2026

Blandford Westbound

Jan. 1 2026

Lee Westbound

Jan. 1 2026

Lee Eastbound

Jan. 1 2026

Blandford Eastbound

Jan. 1 2026

Ludlow Eastbound

Jan. 1 2026

Charlton Eastbound

Jan. 1 2026

Natick Eastbound

Jan. 1 2026

Lexington

Jan. 1 2026

Newton

Jan. 1 2026

Plymouth

Jan. 1 2026

Barnstable

Jul. 1 2027

Beverly

Jul. 1 2027

Bridgewater Northbound

Jul. 1 2027

Bridgewater Southbound

Jul. 1 2027

Attachment C – ITP Forms Addendum #5 Form M Estimated Post-Revitalization Revenue Terms Form

Name of Proposer: ___________________________________________________________

Operational Rent:

Estimated percentage of Gross Sales ____________% Estimated Fuel Rent $________/Gallon1

Minimum Annual Guaranteed Rent:

Framingham Westbound

Dec. 31 2055

Westborough Westbound

Dec. 31 2055

Charlton Westbound

Dec. 31 2055

Ludlow Westbound

Dec. 31 2055

Blandford Westbound

Dec. 31 2055

Lee Westbound

Dec. 31 2055

Lee Eastbound

Dec. 31 2055

Blandford Eastbound

Dec. 31 2055

Ludlow Eastbound

Dec. 31 2055

Charlton Eastbound

Dec. 31 2055

Natick Eastbound

Dec. 31 2055

Lexington

Dec. 31 2055

Newton

Dec. 31 2055

Plymouth

Dec. 31 2055

Barnstable

Dec. 31 2055

Beverly

Dec. 31 2055

Bridgewater Northbound

Dec. 31 2055

Bridgewater Southbound

Dec. 31 2055

1 Value shall be increased every three years in accordance with the Consumer Price Index (“CPI”).

2 Should align with information presented in the preliminary Master Revitalization Plan submitted in accordance with Attachment B, Section B7.2 (e.g., phasing of revitalization, estimated capital costs, estimated impact on visitation and revenue, and estimated impact on rent).

3 Currently aligns with Expiration Date as defined in the Lease, without extension.

Attachment C – ITP Forms Addendum #5

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