Salisbury Visitors Center Agreement 09.28.26.docx

MASSACHUSETTS DEPARTMENT OF TRANSPORTATION

VISITORS CENTER OPERATION AND MAINTENANCE CONTRACT

FOR THE MARIA MILES VISITORS CENTER LOCATED ON I-95 SOUTHBOUND

IN THE TOWN OF SALISBURY MASSACHUSETTS

I.

SCOPE OF AGREEMENT

PARTIES TO THE AGREEMENT: This agreement (“Agreement”) is made between the Massachusetts Department of Transportation (“MassDOT”) and the North of Boston Convention & Visitors Bureau Inc., a Massachusetts nonprofit corporation, with a primary business address of ______________ (the “Organization”).

GENERAL: The scope of this Agreement shall consist of the operation and maintenance of the visitors’ center located at the safety rest area on state highway route I-95 in the town of Salisbury, Massachusetts (“Facility”) consisting ofincluding, but not limited to, an information/sanitary facility building, vending services building and information kiosk (“Buildings”) together with maintenance of the parking areas, walkways , picnic areas, plaza, exterior lighting and signage (including poles, pylons and brackets), rest area lighting, picnic tables, trash receptacles, dumpster and where the context so admits, including the access and egress roadways (the “Grounds”) within the Facility.

INTENT OT THE PARTIES: The: The intent of the parties hereto is to provide visitor information services at the Facility in a safe, clean, hospitable environment.

CONSIDERATION: MassDOT will pay the Organization One Hundred Twenty Thousand Dollars ($120,000.00) annually for these services detailed herein. In no event shall the total amount paid to the Organization under this Agreement for the initial term exceed the total of Six Hundred Thousand Dollars ($600,000.00) without prior written approval from MassDOT. The initial term is for five (5) years.No consideration shall be due to MassHighway on account of the provisions of this Agreement, except as specified herein.

II.

COMMENCEMENT DATE

COMMENCEMENT DATE: This Agreement shall be effective as of July 1, 2026. .

TERM

TERM: This Agreement shall be for an initial term of five (5) years commencing on the Commencement Date and terminating on June 30, 2031(“Termination Date”). This Agreement may be renewed for an additional term of up to five (5) years upon the Organization providing written notice of its request to so extend at least sixty (60) days prior to the date of termination, andtermination and receiving written approval for said request by MassDOT within thirty (30) days of receipt. Parties to agree on consideration and other terms relative to any such renewal. MassDOT shall have sole discretion in granting such approval.

III.

OCCUPANCY

OCCUPANCY: The Organization shall continue its occupancy and operation and maintenance of the Facility on the Commencement Date. This Agreement shall not be construed as creating or vesting in the Licensee any estate in the Facility, but only the limited right and privilege of possession as herein described, and the Operator shall have no right to require specific performance of the obligations of MassDOT hereunder. Nothing in this Agreement shall be construed for any purpose to create an agency or joint venture relationship between MassDOT and the Operator.

IV.

MAINTENANCE

A.

B.

C. RESPONSIBILITIES OF THE ORGANIZATION

MAINTENANCE: The Organization shall be responsible for the following duties relative to the maintenance of the Facility:

· Daily cleaning of the walkways and general litter removal of the Building perimeter and vending machine area.

· General cleaning of administrative office(s) and common areas related to the operation of the Facility. Supplemental cleanings of rest rooms to the once daily cleaning supplied by MassDOT and the supply of paper products, cleaners, soap, and other goods as necessary (which will be paid for by MassDOT).

· Visitor Center Staff to consolidate waste into designated receptacles.

· Maintain reasonable estimates of visitor volume using industry-standard methodologies such as an automated door count.

RESOLUTION OF COMPLAINTS: The Organization shall be responsible for maintaining clean and sanitary conditions in administrative office(s) and common areas related to the operation. MassDOT is authorized to conduct regular inspections of the Facility. The Organization shall be notified by MassDOT within forty-eight (48) hours of any failure to maintain clean and sanitary conditions in the Facility. Such notice shall state specifically the time, date and nature of the failure. If MassDOT shall notify the Executive Director in writing of any failure to maintain clean and sanitary conditions. Repeated failure to maintain the Facility in accordance with the provisions of this Agreement shall be cause for termination of the contract.

D.

E.

F. RESPONSIBILITIES OF MASSDOT

MAINTENANCE: MassDOT shall be responsible for the following maintenance duties within the Facility;

The normal and routine maintenance of all operational building equipment within the Buildings including but not limited to: lights, plumbing, water supply system, HVAC system, roof exhaust fan, high pressure cleaning system and the on-site wastewater treatment system. Examples of routine maintenance include, but are not limited to, repairing roof leaks, painting interior walls, changing light bulbs, repairing interior light fixtures, maintenance of HVAC system, replacing water/fuel/AC/etc. filters, repairing leaking or clogged sinks, toilets, and urinals, repairing broken or damaged windows, tiles or floor boards. MassDOT shall be responsible for the following specific items:

· All Utility, Electric and fuel charges for the operation of the Facility;

· All vegetation control, approved landscaping and grass mowing in and around the Buildings and walkways;

· Mechanical sweeping of the parking area and access and egress roadways in accordance with the regular sweeping schedule established by MassDOT;

· If deemed necessary by the District Highway Director, mechanical sweeping of the parking area and access and egress roadways as requested by the Organization. Special mechanical sweeping shall only be requested fourteen (14) days prior to the following holidays: Memorial Day; the Fourth of July; Labor Day; and Columbus Day;

· Any normal and routine repairs and maintenance to the Buildings, including the electrical system, water supply, waste disposal system, drinking fountains, picnic tables, stairs or walkways within the Facility.

· Maintenance of the sanitary disposal system, including a monthly check of all alarms, pumps and fans, as well as the routine maintenance of the composting toilets and the disposal of all stored solid and liquid wastes

· Pest control within the facility

· Seasonal snow removal and deicing material application to the parking area, sidewalk and access and egress roadways.

· Vegetation control on and around the access and egress roadways in accordance with MassDOT’s regular schedule;

· Any repairs to the access and egress roadways, the parking area, and stairs and walkways where such repairs are not part of regular and routine maintenance;

· All striping of the parking areas and access and egress roadways;

· Repair and upkeep of all outside lighting, including outside lighting attached to any and all Buildings;

· Un-insured structural repairs to the Buildings;

· Repair and/or replacement of all operational equipment and systems within the Buildings of a major or capital nature provided, however, that such repair and/or replacement is not the result of negligence or damage caused by the Organization;

· Provide a Disposal service and 10 cubic yard dumpster;

· Provide barrels for travel trash (number to be specified by MassDOT)

· Provide an MassDOT administered contract for the daily cleaning of the sanitary facility portion of the Visitor Center. Except twice daily on the holiday weekends of Memorial Day, July fourth, Labor Day and Columbus Day

· Providing and maintenance of all fencing within the Facility

· Cost of all repair or replacement of structural components damaged by an un-insured casualty.

· Cost of repair and/or replacement of the on-premises sanitary waste treatment and disposal facility;

CAPITAL REPAIRS AND IMPROVEMENTS: MassDOT shall be responsible for all capital repairs. The Organization shall promptly notify of any major and/or capital repairs to the Facility. The Organization shall notify MassDOT immediately of any necessary, major or emergency repair situations. MassDOT shall initiate major capital repairs or improvements as it deems necessary after consultation with the Organization. MassDOT shall not be responsible for any loss of revenue to the Organization as a result of any repair work to the Facility.

V

OPERATION OF THE

GENERAL: The Organization shall provide travel and visitor information services at the Facility in an informed, courteous and responsive manner and at no charge to the public unless otherwise permitted to do so, in writing, by MassDOT. The Organization shall be permitted to provide advertising materials and exhibits related to area tourism within the Buildings. The Organization shall provide and maintain at its own expense all display racks, advertising displays, equipment and any and all other non-fixed furnishings or equipment necessary for the disseminating of such information to the public. The Organization shall provide all advertising, displays and exhibits in accordance with all applicable local, state and federal statutes, rules and regulations and MassDOT may prohibit certain types of advertisements or exhibits in its sole discretion. Exterior advertising and political signage are prohibited.

STAFF: The Organization shall be responsible for the hiring, training and management of staff necessary to provide information services. The Organization shall provide MassDOT with a description of their training program on an annual basis. Such training program shall be consistent with any and all rules, regulations and guidelines for the provision of travel and visitor information services as promulgated by the Commonwealth.

HOURS OF OPERATION: The Organization shall operate the Facility daily and provide adequate staffing, which shall mean no less than two (2) staff persons, from 9am-5pm seven days per week, with the exceptions of Thanksgiving Day and Christmas Day.

The Organization may request to extend the hours of operation of the Facility at any time. Should the Organization seek to alter, increase, or reduce the regular hours of operation for any period of time, the Organization shall petition MassDOT specifically stating the change in the hours of operation and the reason(s) therefore.

No change in the regular hours of operation of the Facility shall take effect until MassDOT shall approve such request in writing.

FINANCIAL REPORTING: The Organization shall provide on an annual basis, no later than July 31 following the close of its fiscal year, a revenue and expense report related to Visitor Center operations.

At MassDOT's request, the Organization shall provide a copy of its annual independent organizational audit. If MassDOT requests an audit to this Agreement, MassDOT will incur the additional audit costs. It is understood that the tenant's books and records are subject to review by the state auditor.

COMMERCIAL SALES: The Organization may provide for the sale through vending machines or otherwise, any product or item in nature and quality reasonably consistent with the operation of a visitor’s center, so long as the same is presented in a neat, clean, orderly, and attractive manner. The Organization shall ensure that all sales of any such product are in accordance with relevant local state and federal statutes, rules and regulations, including MGL c. 6, §§ 129–135. The Organization shall provide all equipment, furniture and fixtures necessary for the installation and operation of vending machines and/or displays and exhibits and shall be responsible for the maintenance thereof. The Organization shall provide all of the above-referenced services at no expense to MassDOT.

MAINTENANCE

A

RESPONSIBILITIES OF THE ASSOCIATION

MAINTENANCE AND REPAIRS: The Association shall be responsible for the following duties relative to the maintenance of the Facility:

· The normal and routine maintenance of all operational equipment within the Buildings including but not limited to: lights, plumbing, water supply system, HV AC system, roof exhaust fan, high pressure cleaning system and the on-site waste water treatment system. Examples of routine maintenance include, but are not limited to, repairing roof leaks, painting interior walls changing light bulbs, repairing interior light fixtures, maintenance of HVAC system, replacing water/fuel/AC/etc. filters, repairing leaking or clogged sinks, toilets, and urinals, repairing broken or damaged windows,tiles or floor boards. In general repair of anything that does not constitute a capital improvement.

· All Utility, Electric and fuel charges for the operation of the Facility;

· All vegetation control, approved landscaping and grass mowing in and around the Buildings and walkways except as otherwise provided by MassHighway;

· Daily cleaning of the walkways;

· Removal of snow and ice from the walkways and plaza area;

· Janitorial service for the general upkeep of all Buildings consisting of but not limited to the following: windows, doors, foyers, offices, storage areas and walls. Supplemental cleanings of rest rooms to the once daily cleaning supplied by MassHighway and the supply of paper products, cleaners, soap, and other goods as necessary.

· Any normal and routine repairs and maintenance to the Buildings, including the electrical system, water supply, waste disposal system, drinking fountains, picnic tables, stairs or walkways within the Facility.

· If composting toilets are used – maintenance of the sanitary disposal system, including a monthly check of all alarms, pumps and fans, as well as the routine maintenance of the composting toilets and the disposal of all stored solid and liquid wastes

· Trash removal from facility and outside barrels to dumpsters;

· Litter pick up along the access and egress roadways to the Facility, as well as the pick up of all litter within the Facility.

· Pest control within the facility

· Rental Agreement regarding the use of public telephone.

· Maintain accurate counts of visitors to the center on a daily basis.

RESOLUTION OF COMPLAINTS: The Association shall be responsible for maintaining clean and sanitary conditions in all Buildings and within the Facility at all times. MassHighway is authorized to conduct regular inspections of the Facility. The Association shall be notified by MassHighway within forty-eight (48) hours of any failure to maintain clean and sanitary conditions in the Facility. Such notice shall state specifically the time, date and nature of the failure. The Association shall have ten (10) days to address the complaint. Repeated failure to maintain the Facility in accordance with the provisions of this Agreement shall be cause for termination of the contract.

B

RESPONSIBILITIES OF MASSHIGHWAY

MAINTENANCE AND REPAIRS: MassHighway shall be responsible for the following maintenance duties within the Facility;

· Mechanical sweeping of the parking area and access and egress roadways in accordance with the regular sweeping schedule established by MassHighway;

· Mechanical sweeping of the parking area and access and egress roadways as requested by the Association, if deemed necessary by the District Highway Director, such special mechanical sweeping shall only be requested fourteen (14) days prior to the following holidays; Memorial Day, the Fourth of July, Labor Day and Columbus Day;

· Seasonal snow removal and deicing material application to the parking area and access and egress roadways.

· Vegetation control on and around the access and egress roadways in accordance with MassHighway’s regular schedule;

· Any repairs to the access and egress roadways, the parking area, and stairs and walkways where such repairs are not part of regular and routine maintenance;

· All striping of the parking areas and access and egress roadways;

· Repair and upkeep of all outside lighting, including outside lighting attached to any and all Buildings;

· Un-insured structural repairs to the Buildings;

· Repair and/or replacement of all operational equipment and systems within the Buildings of a major or capital nature provided, however, that such repair and/or replacement is not the result of negligence or damage caused by the Association;

· Provide a Disposal service and 10 cubic yard dumpster;

· Provide barrels for travel trash ( number to be agreed upon by site)

· Provide an MHD administered contractfor the daily cleaning of the sanitary facility portion of the Visitor Center. Except twice daily on the holiday weekends of Memorial Day, July fourth, Labor Day and Columbus Day

· Providing and maintenance of all fencing within the Facility;

· Cost of all repair or replacement of structural components damaged by an un-insured casualty.

· Cost of repair and/or replacement of the on-premises sanitary waste treatment and disposal facility;

CAPITAL REPAIRS AND IMPROVEMENTS: The Association shall promptly notify of any major and/or capital repairs to the Facility. The Association shall notify MassHighway immediately of any necessary, major or emergency repair situations. MassHighway shall initiate major capital repairs or improvements as it deems necessary after consultation with the Association. MassHighway shall not be responsible for any loss of revenue to the Association as a result of any repair work to the Facility.

V

OPERATION OF THE VISITORS CENTER

GENERAL: The Association shall provide travel and visitor information services at the Facility in an informed, courteous and responsive manner and at no charge to the public unless otherwise permitted to do so, in writing, by the Commissioner of MassHighway The Association shall be permitted to provide advertising materials and exhibits for any Facility it houses, feeds, entertains, transports or provides services to travelers, provided, however, that all advertising or exhibits shall be permitted to provide advertising materials and exhibits for any Facility it houses, feeds, entertains, transports or provides services to travelers, provided, however, that all advertising or exhibits shall be submitted to MassHighway for approval prior to display. The Association shall provide and maintain at its own expense all display racks, advertising displays, equipment and any and all other non-fixed furnishings or equipment necessary for the disseminating of such information to the public. The Association shall ensure that all advertising, displays and exhibits are provided in accordance with all relevant local, state and federal statutes, rules and regulations.

STAFF: The Association shall be responsible for the hiring, training and management of staff necessary to provide information services. The Association shall provide MassHighway with a description of their training program on an annual basis. Such training program shall be consistent with any and all rules, regulations and guidelines for the provision of travel and visitor information services as promulgated the Commonwealth.

HOURS OF OPERATION: The Association shall operate the Facility and provide adequate staffing seven days a week, fifty-two weeks per year. .

Hours to be inserted site specific

The Association shall discretion extend the hours of operation of the Facility at any time. Should the Association seek to alter or reduce the regular hours of operation for any period of time, the Association shall petition the Commissioner of MassHighway specifically stating; the change in the hours of operation and the reasons therefore.

No change in the regular hours of operation of the Facility shall take effect, except those already stated, until the Commissioner of MassHighway, shall approve such request in writing.

FINANCIAL REPORTING: The Association shall provide on an annual basis at the end of each fiscal year on July 1st, a revenue and expenditure report to the Commissioner of MassHighway. This annual report shall include, but not be limited to, a financial statement of all income and expense associated with the operation and maintenance of the Facility and any other information requested by the Commissioner of MassHighway. At the request of the Commissioner of MassHighway the Association shall further provide, at its expense, for an audit of the books of the Association relative to the operation of the Facility.

COMMERCIAL SALES: The Association may provide for the sale through vending machines or otherwise, any product or item in nature and quality reasonably consistent with the operation of a visitor’s center, so long as the same is presented in a neat, clean, orderly, and attractive manner. The Association shall ensure that all sales of any such product are in accordance with relevant local state and federal statutes, rules and regulations, including but not limited to the public bidding laws as the same may be applicable to the Association. The Association shall submit to the Commissioner of MassHighway for approval the process to be used by the Association for selecting the distributor or provider of any commercial products. The Association shall retain any and all revenues from the sale of any item or the provision of any of the services within the Facility as aforementioned. The Association shall provide all equipment, furniture and fixtures necessary for the installation and operation of vending machines and/or displays and exhibits and shall be responsible for the maintenance thereof. The Association shall provide all of the above-referenced services at no expense to MassHighway.

VI.

INSURANCE AND INDEMNIFICATION Comment by Shore, Sharon (DOT): Cory and Lidy

The following insurance requirements represent the minimum required insurance coverages and limits. It is understood that these limits do not limit the liability of the Organization, its’ Subcontractors or its’ Insurers.

PUBLIC LIABILITY / COMMERCIAL GENERAL LIABILITY: During the term of the agreement, the Organization shall purchase a policy or policies of public liability insurance in standard from insuring both the Organization and MassDOT for injury or death of anyone arising directly or indirectly from the use of the Buildings and Grounds within the Facility. Such insurance shall be in the amount of not less than $1,000,000 for each occurrence resulting in damage to others property and injury or death to any person and $2,000,000 in the aggregate.

Policy must include coverage for bodily injury, property damage, contractual liability and other grants offered in a standard ISO commercial general liability policy. Coverage must be provided on a primary and noncontributory basis.

Required Endorsements: MassDOT must be an additional insured on a primary and noncontributory basis and policy must include a waiver of subrogation in favor of MassDOT.

AUTOMOBILE LIABILITY: The Organization shall maintain limits of $1,000,000 per accident for bodily injury and property damage combined.

Coverage must include non-owned and hired liability.

MassDOT must be an additional insured, and policy must include a waiver of subrogation in favor of MassDOT.

WORKERS COMPENSATION: The Organization must maintain compensation limits in accordance with Massachusetts state laws.

Coverage A- Workers Compensation: Statutory as Required Coverage B- Employers Liability: $1,000,000 / $1,000,000 / $1,000,000 Policy must include a waiver of subrogation in favor of MassDOT. The policy must be specifically endorsed as such.

UMBRELLA: The Organization shall secure the following umbrella limits:

• $2,000,000 per occurrence and $2,000,000 aggregate Coverage must be equivalent or broader than the coverage afforded on the underlying commercial general liability, automobile liability and the employers liability grant within the workers compensation policy.

FIRE AND EXTENDED COVERAGE/ PROPERTY COVERAGE: The Organization shall purchase a policy for all causes of direct physical loss including windstorm, flood, earth movement, and terrorism on said Buildings with a loss payable clause to MassDOT and the Association, as their interest may appear.

The Organization and MassDOT mutually agree that the proceeds of any claim under said policy shall be used to replace and restore the Buildings to their original condition or otherwise as the Association and MassDOT shall provide that the same may not be canceled except upon ten (10) days written prior notice to each named insured. The policy must be specifically endorsed to include the notice of written cancellation. There must also be a waiver of subrogation in favor of MassDOT.

A certificate demonstrating all insurance requirements specified above must be provided to MassDOT prior to execution of contract and ten (10) days prior to each annual renewal.

The Organization shall indemnify, defend (at MassDOT’s election), and hold harmless MassDOT, including its board members, officers, agents, servants, contractors, subcontractors, employees, tenants, licensees, and invitees, from and against any and all claims, third party claims, liabilities, losses, damages, penalties, fines, forfeitures, demands, causes of action, suits, judgments, costs, and expenses (including, but not limited to, attorneys’ fees and costs of litigation) relating to or arising out of (1) any default or breach (or allegation thereof) by Tenant under this License, or (2) any accident, injury, loss death or damage (or allegation thereof) whatsoever of or to any person (including, without limitation, bodily injury, personal injury, and pecuniary injury), or of or to the property of any person, occurring in or about the Facility and related to, arising out of, or in connection with (a) the Organization’s use or occupancy of the Facility, or any of Organization’s activities under this License in any way including, without limitation, debris, substances, or falling material from I-95 (which is located adjacent to the Facility), environmental contamination or the release or threat of release of oil, hazardous waste, or hazardous materials; (b) the acts, omissions, or negligence, directly or indirectly, of the Organization, its officers, directors, partners, owners, contractors, representatives, invitees, employees, agents, servants, subcontractors, or by any other person acting for or by permission of the Organization; or (c) the exercise of any right or privilege hereby granted.

The indemnification obligations set forth in this License shall not be limited by the existence of any insurance policy or by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Organization, its officers, employees, representatives, agents, contractors, subcontractors, servants, licensees, and invitees, or by any other person acting for or by permission of the Organization. MassDOT shall have full control over how any claims against MassDOT in relation to this License are defended, including settlement thereof. The indemnification obligation(s) under this Section shall survive the revocation, expiration or termination of this License.PUBLIC LIABILITY: The Association shall indemnify and hold harmless MassHighway from liability for personal injury and property damage occurring on the Facility while this agreement shall remain in effect. During the term of the agreement, the Association shall purchase a policy or policies of public liability insurance in standard from insuring both the Association and MassHighway for injury or death of anyone arising directly or indirectly from the use of the Buildings and Grounds within the Facility. Such insurance shall be in the amount of not less than $500,000.00 for individual claims and not less than $1,000,000.00 for more than one injury or death resulting from any occurrence, and in the sum of not less than $25,000.00 for property damage as the result of any one occurrence.

FIRE AND EXTENDED COVERAGE: The Association shall purchase a policy for full fire and extended coverage on said Buildings with a loss payable clause to MassHighway and the Association, as their interest may appear. The extended coverage shall include vandalism, and malicious mischievousness over and above the standard coverage.

The Association and MassHighway mutually agree that the proceeds of any claim under said policy shall be used to replace and restore the Buildings to their original condition or otherwise as the Association and MassHighway shall provide that the same may not be canceled except upon ten (10) days prior notice to each named insured.

INDEMNIFICATION: The Association shall assume all liability in connection with the Facility and will indemnify and hold harmless MassHighway or its employees from and against all claims, suits, damages and expenses, including attorney’s fees arising in whole or in part from any act or acts, including acts of negligence or omission, on the part of the Association in operation and maintenance of the Facility provided for in this agreement. Any property of the Commonwealth damaged or destroyed by the Association or its employees including intentional or negligent acts or omissions shall be repaired promptly or replaced by the Association to the satisfaction of MassHighway.

WORKMEN’S COMPENSATION: The Association shall furnish MassHighway with a certificate of workmen’s compensation insurance in compliance with the requirements of Massachusetts General Laws Chapter 152, as amended. All personnel in the employ of the Association shall be covered by said workmen’s compensation. The workmen’s compensation certificate shall be provided to MassHighway.

VII

TERMINATION

TERMINATION BY ASSOCIATIONORGANIZATION: The AssociationOrganization may terminate this Aagreement by providing the Commissioner of MassHighwayMassDOT with sixty (60) days noticedays’ notice of its intent to terminate. The AssociationOrganization shall be liable for any costs associated with its failure to provide the sixty (60) day notice of termination.

TERMINATION BY MASSHIGHWAYMASSDOT: MassHighwayMassDOT may terminate this agreement in whole or in part at any time provided and the grounds for termination shall be made in writing to the AssociationOrganization and provided further that the AssociationOrganization shall have a period of not more than thirty (30) days from receipt of said notice to address and rectify the grounds for termination. Grounds to meet the terms and conditions of this agreement. Repeated instances of acts or omissions as determined by MassHighwayMassDOT may, at MassDOT’s discretion, result in termination of this agreement with no opportunity to rectifycure. MassHighwayMassDOT may otherwise revoke or suspend this agreement for the convenience of the Commonwealth upon at least sixty (60) days written notice to the AssociationOrganization. Comment by Shore, Sharon (DOT): Reword similar to MassDOT T’s and C’s (with or without cause)?

REMOVAL OF ASSOCIATIONORGANIZATION PROPERTY: The AssociationOrganization shall have a reasonable period of timethirty (30) days after termination of this Agreement to remove its equipment, displays, furnishings, and any other property. All insurance, indemnification, and repair requirements remain in place during this time.

VIII

MISCELLANEOUS Comment by Shore, Sharon (DOT): Boilerplate likely needs updating.

ASSIGNMENT: The AssociationOrganization may not assign or delegate, in whole or in part, or otherwise transfer any liability, responsibility, obligation, duty or interest under this contract without the express prior permission of MassHighwayMassDOT. The Association must provide sufficient notice of assignment and supporting documentation to enable MassHighway to verify and implement the assignment.

SUBCONTRACTING BY ASSOCIATIONORGANIZATION: Any subcontract entered into by the AssociationOrganization for the purposes of fulfilling the obligations under this contract must be in writing and authorized in advance in writing by MassHighwayMassDOT. Subcontracts will not relieve or discharge the AssociationOrganization from any duty, obligation, responsibility or liability arising under this contract. Any and all executed subcontracts will be delivered to MassHighwayMassDOT. MassDOT's approval of subcontractors shall not be unreasonably withheld, conditioned, or delayed.

DELAY IN PERFORMANCE: The delay of either party in performing its obligations hereunder caused by or resulting from an act of God, fire or other casualty shall not be counted in determining the time during which such act shall be completed.

The AssociationOrganization shall comply with all federal and state laws, rules and regulations promoting fair employment practices or prohibiting employment discrimination and unfair labor practices and shall not discriminate in the hiring of any applicant for employment nor shall any qualified employee be demoted, discharged or otherwise subject of discrimination in the tenure, position, promotional opportunities, wages, benefits or terms and conditions of their employment because of race, color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation or for exercising any rights afforded by law. The Organization shall be solely responsible for obtaining and paying for any and all licenses, permits or other approvals required to operate and maintain the Facility for the use permitted herein, or otherwise required, and for paying any and all costs, fees, expenses, taxes, assessments, and other charges, associated with the exercise of Operator’s rights under this Agreement and its operations within the Facility or due to its use or occupancy of the Facility or the existence of this Agreement, including, but not limited to, costs incurred by MassDOT for third party expenses.

WAIVERS: Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver, nor in any way limit the legal or equitable remedies available to that party. No waiver by either party of any default or breach shall constitute a waiver of any subsequent default or breach.

FORUM: CHOICE OF LAW AND MEDIATION: Any actions arising out of this contract shall be governed by the laws of Massachusetts, and shall be brought and maintained in a state or federal court in Massachusetts, which shall have jurisdiction thereof. MassHighwayMassDOT, with the approval of the Attorney General’s Office, and the AssociationOrganization may agree to voluntary mediation through the Massachusetts Office of Dispute Resolution (MODR) for any Contract dispute and will share the costs of such medication. No legal or equitable rights of the parties shall be limited by this section.

AMENDMENTS AND SEVERABILITY: Any amendment or attachment to this contract which contains conflicting language or has the affecteffect of deleting, replacing, or modifying any printed language of this contract must be in writing and signed by an authorized representative of each party. If any provision of this contract is found to be superseded by state or federal law or regulation, in whole or in part, then both parties shall be relieved of all obligations under that provision only to the extent necessary to comply with the superseding law, provided however, that the remaining provisions of the contract, or portions thereof, shall be enforced to the fullest extent permitted by law.

CONSENTS AND APPROVALS; All consents or approvals required or permitted hereunder shall be deemed given when set forth in a writing signed by the authorized party without unreasonable delay.

ENTIRE UNDERSTANDING: This Agreement shall represent the sole understanding of the parties hereto and merges all prior agreements.

CAPTIONS: Captions used as headings in this Agreement are used only as a matter of convenience for reference and are not to be considered part of the Agreement or to be used in determining the intent of the parties to the Agreement.

NOTICES AND REQUEST: Any notice or request required or permitted hereunder shall be deemed given or made when received in writing, signed by the party giving notice or making a request and delivered in hand to the other party or delivered to the U. S. Postal Service, first class mail, postage prepaid, certified, return receipt requested or delivered to an overnight special delivery service with return receipt requested and addressed as follows:

TERMS AND CONDITIONS: The MassDOT Standard Contract Form is adopted hereto by reference and attached to the Agreement as Exhibit _A__. If there should exist a conflict between any term or provision of this Agreement and the MassDOT Standard Contract Form, the term or provision that is stricter, or requires a higher obligation or performance by the Organization shall control.

IN WITNESS WHEREOF, the parties have set their hands and seals hereto as of this _____ day of 200726.

X Date: X Date:

President/DirectorPrint Name: Print Name:

Print Title: Print Title: Commissioner

Hours of Operations to be inserted in the appropriate Agreements

Chelmsford Jan – Dec Sunday – Saturday 8:00 am to 6:00 pm

Greenfield May – Oct Monday – Thursday, Saturday & Sunday 8:30 am to 6:00 pm Friday 8:30 am- 8:00 pm Oct - May Monday – Thursday 8:30 am to 5:00pm Friday, Saturday & Sunday 8:30 am to 5:00 pm

Lancaster Oct 1- Week end prior to Memorial Day Sunday – Saturday 9:00 am to 6:00 pm

Weekend prior to Memorial Day to September 30 Sunday – Saturday 8:00 am to 6:00 pm

Mansfield Sunday – Saturday 9:00 am to 5:00 pm

Plymouth Sunday – Saturday 9:00 am to 5:00 pm

Salisbury Columbus Day to Memorial Day Sunday – Saturday 9:00 am to 6:00 pm

Memorial Day to Columbus Day Friday, Saturday 8:00 am- 8:00 pm Sunday 8:00 am to 6:00 pm

Holiday Weekends Friday, Saturday & Sunday 8:0 0 is to 8:00 pm

Swansea Sunday – Saturday 9:00 am to 5:00 pm