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Massport Marine Terminal Request for Proposals

South Boston, MassachusettsFebruary 1, 2016

MASSACHUSETTS PORT AUTHORITY

REQUEST FOR PROPOSALS

DEVELOPMENT OF THE MASSPORT MARINE TERMINAL TABLE OF CONTENTS

1.0 Introduction and Objectives ................................................................................................... 1

2.0 Background .............................................................................................................................. 2

3.0 Site Description, Development Program and Development Delivery ..................................... 2

4.0 Design Expectations ................................................................................................................. 6

5.0 Lease and Legal Requirements ................................................................................................ 7

6.0 Diversity and Inclusion ............................................................................................................. 8

7.0 Submission Requirements and Format.................................................................................... 9

8.0 RFP Schedule and Procedures ............................................................................................... 13

9.0 Evaluation Criteria ................................................................................................................. 16

APPENDICES

A. Figures 1-5

B. Site Detail and Background

C. Legal, Financial and Other Requirements

D. Massport Development Design Review Process

E. Templates and Forms

F. Massport Marine Terminal Base Plan

1.0 INTRODUCTION AND OBJECTIVES

The Massachusetts Port Authority (“Massport” or “Authority”) seeks to designate one or more development teams to develop the Massport Marine Terminal (“MMT”) site on the South Boston waterfront in Massachusetts (see Appendix A – Figure 1, Locus Map). Massport expects that any development proposal will meet the following general objectives: • Advance Massport’s core maritime mission to operate and develop the Port of Boston,

• Support the area seafood industry cluster, Conley Container Terminal (“Conley Terminal”), and other maritime industries,

• Advance economic development, including creating and sustaining a mix of blue collar jobs, and

• Generate revenue to Massport. Through this Request for Proposals (“RFP”) process, Massport seeks to select the most appropriate and qualified development entity (or entities) and proposal(s) for the development of the MMT. Attracting qualified development entities that demonstrate diversity throughout its development team make-up is a Massport priority. For many years, the Port of Boston (the “Port”) has been an important hub of seafood industry activity. Traditionally, seafood product has arrived by fishing vessels and has been off-loaded predominately at the Boston Fish Pier. Despite a reduction in seafood landings, the Port remains home to a significant concentration of seafood processing, wholesaling, and distribution businesses, with nearly 60 seafood businesses located in or near South Boston. Recent Massport research estimates that these seafood businesses support nearly 1,500 jobs in the area. The cluster of seafood businesses in Boston is considered one of four major seafood processing and distribution hubs in the U.S. It benefits from excellent transportation facilities and connections (i.e., Logan International Airport, Conley Terminal, and Interstates 90 and 93) and close proximity to the Boston area customer base. In particular, nearby access to Logan International Airport is critically important to the seafood industry in the face of increasingly globalized trade. In addition to the Boston “brand,” a selling point internationally, the cluster represents a competitive advantage in that it allows business-to-business trade and affords customers one-stop-shopping. Seafood businesses in Boston today include a wide range of sizes and specialties, and they are located in a variety of facilities, both new and old. The strong response to Massport’s earlier Request for Interest in the development of the MMT (“RFI”), as well as Massport’s on-going outreach to the seafood industry, revealed demand for growth among existing area seafood businesses. Massport’s offering of the MMT represents a significant opportunity to develop new modern, efficient seafood facilities in the Port. This is consistent with Massport’s mission to support maritime industrial growth in the Port and the maritime industrial regulatory protections in place at the MMT. A major objective of this RFP is to select viable proposals that expand and strengthen Boston’s existing seafood cluster. Accordingly, development proposals should address the following core RFP objectives: 1. Expand, strengthen, and support the existing seafood cluster, including the construction and

operation of new infrastructure at the MMT needed to modernize and advance the seafood industry at the Port.

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2. Encourage maritime industrial development at the MMT (e.g., cold storage, warehouse, logistics) that complements the seafood cluster and has synergies with Conley Terminal, which result in economic development and new industrial jobs.

3. Attract a diverse mix of respondents and development team members, including minority-owned and women-owned businesses and individuals, in all aspects of the development project, such as owner/developer, consultant, design/construction and operations.

4. Implement viable development proposals that are either parcel-specific or site-wide in a timely manner and generate a sustained revenue stream to Massport.

This RFP is the second step in this developer selection process. A Request for Interest (“RFI”) was issued in early Fall 2015 to solicit development concepts and ideas to guide the parameters of this RFP. Massport issued the RFI on September 15, 2015 with responses due on October 27, 2015. Twelve (12) submissions were received and included a wide range of development concepts as well as information from interested businesses and development teams. Responding to the RFI is not a requirement for businesses and development entities who are interested in submitting proposals for this RFP. Massport anticipates the selection of one or more development teams with their proposals as a result of the RFP process but reserves the right to reject any or all proposals. Massport will evaluate Proposals in accordance with the submission requirements and evaluation criteria set forth in this RFP. At the conclusion of the RFP process, following designation and approval by the Massport Board, Massport and designated proposer(s) will negotiate a Development Agreement(s). 2.0 BACKGROUND The MMT is located north of Fid Kennedy Avenue on the Boston Inner Harbor within the Boston Marine Industrial Park in South Boston, Massachusetts (see Appendix A – Figure 2, Context Map). The entire site is owned by the Economic Development and Industrial Corporation of Boston (“EDIC”) and is leased to Massport through February 20, 2070. Existing today at the MMT are the Legal Sea Foods Quality Control Center and the Harbor Seafood Center, a multi-tenant seafood processing facility, both constructed in the early 2000s, as well as Massport Maritime operations and a number of licensed interim uses. 3.0 SITE DESCRIPTION, DEVELOPMENT PROGRAM AND DEVELOPMENT DELIVERY 3.1 Site Description The MMT site offering is comprised of approximately 23 acres, as shown on the Context Map. The site is located within the South Boston Designated Port Area and is also subject to Massachusetts Chapter 91 Waterways regulations. The site offers excellent access to truck route and highway connections to Boston metro and the region, Logan International Airport, and Conley Terminal. There is also potential direct access to the existing deepwater North Jetty berth at the eastern end of the site. See Appendix B for more detailed information regarding the site and www.massport.com/business-with-massport/planning-and-development/mmt-rfp-resources to download available resource documents addressing site conditions and other relevant information.

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Several unique site conditions at the MMT (See Appendix A – Figure 3, Existing Conditions) are identified below: • Massport Operations. Massport reserves the right to use approximately seven (7) acres of land at

the MMT within the area of the site offering to support its Maritime operations.

• Parcel 3. Given its protected water frontage, Parcel 3 is the optimal location for potential seafood vessel berthing/off-loading at the MMT; development proposers considering the use of Parcel 3 must address this issue.

• Track 61 Right-of-way. Various studies have developed plans to extend Track 61 to extend freight rail service within the BMIP and to the MMT/North Jetty. The preferred rail right-of-way extends along the length of Fid Kennedy Avenue, although there are no immediate plans to fund or construct the rail extension.

• North Jetty Berth. Unique hardened-edge, deepwater berth in Boston Harbor on the eastern end of the MMT, but in need of significant capital investment.

• Infrastructure: There is limited existing site infrastructure at the MMT, and additional site development will require road and utility investments.

• Environmental/Geotechnical. Massport offers the MMT site in “as-is” condition with regard to environmental conditions. In 2001, GEI Associates studied soil conditions across the MMT site for Massport. This and other documents are available for download as RFP resource materials. In general, the environmental condition of near-surface materials at the MMT varies due to the history of land-filling across the site. Certain areas of soil contamination exist, and an Activity and Use Limitation (“AUL”) is in place on a limited portion of the MMT.

3.2 Development Program Site Offering/Proposal Options. Massport is offering the MMT site based on a conceptual parcel framework (see Appendix A – Figure 4, Conceptual Parcel Framework) that defines several parcels organized around north-south access/utility spines parallel to the extension of Tide Street to the north of Fid Kennedy Avenue. The site plan also includes continuous east-west access along the water edge to the north, connecting the north-south roads and increasing circulation within the site. As shown in Figure 4, Massport is offering MMT Parcels 3, 4, 6, 7, and 8 under two basic development scenarios: 1. A development proposal for a single parcel selected and defined by the proposer within the

framework of the conceptual site plan. 2. A development proposal for multiple parcels, with the combination, sizes and configurations of

parcels defined by the proposer. Under multi-parcel development concept, proposers may suggest modifications to the conceptual site plan, such as joined parcels or relocated roadways, provided that site development capacity and access are not compromised.

Use Expectations/Limitations. The RFI responses and Massport’s recent studies of the seafood industry in Boston revealed strong demand for modern facilities to support and grow the existing seafood cluster, be it seafood processing, warehousing/distribution, cold storage, or cross-dock warehouse space. Proposals may include buildings with single or multi-tenant end-users, as well as single or multi-party ownership arrangements for the proposed building(s). • Seafood Focus. Consistent with its development objectives for the site, particularly west of the

extended Tide Street, Massport expects the offered parcels to be dedicated primarily to creating modern facilities for seafood-related uses or those uses that provide programmatic enhancement to

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the seafood cluster. Proposals for Parcel 3, uniquely, should address the parcel’s potential role to support a fishing vessel off-loading facility fronting on the slip to the west, which is more protected from wave/wake action in Boston Inner Harbor. To the east of the extended Tide Street, uses should include seafood as well, but may also integrate a broader mix of maritime industrial activities, such as warehousing, logistics, break bulk, and bulk operations, particularly those with a potential synergy with Conley Terminal. The North Jetty berth is located in this area.

• Use Mix. Massport is open to considering complementary development ideas that enhance the use

of the MMT site and provide opportunities for economic development and industrial job creation. Massport encourages innovative approaches to integrating uses, vertically or otherwise. Proposals should consider uses within the context of existing regulatory and legal constraints, such as Massport’s ground lease with EDIC and waterways regulations and licenses governing the MMT site. Maritime industrial uses can fall under Massport’s Chapter 91 exemption; development proposals seeking a non-maritime industrial component must undergo required Department of Environmental Protection (“DEP”) permitting.

• Parking. The MMT site is subject to the South Boston Parking Freeze under 310 CMR 7.33.

Massport has allocated spaces under its South Boston Parking Freeze count to provide adequate parking for development at the MMT. Proposers should consider appropriate ratios for maritime industrial land uses in Boston when determining and requesting the amount of parking required to support development proposals. Massport encourages proposers to consider a combination of factors in developing parking projections, including the availability of public transportation to the area via the Silver Line and other nearby bus routes, parking needs of employees working off-peak shifts, and potential shared parking opportunities.

• Maritime Operations. Massport’s Maritime Department will require approximately seven (7) acres

within the 23-acre site offering to meet its operational needs, including short-term cruise passenger parking, truck screening, a maintenance facility, and a fumigation facility. Massport expects these needs to be met on a portion of the site to the east of Tide Street extension with access to Fid Kennedy Avenue; however, Massport is open to alternative concepts that address these operational needs within a site-wide development plan.

3.3 Site Infrastructure The offered portions of the MMT site have limited existing infrastructure; developing any portion of the site will require the construction of roadways and utility service infrastructure. Utilities exist adjacent to the site in Fid Kennedy Avenue and Seafood Way to which proposed developments may be able to connect. Proposals should identify what infrastructure is required to support the proposed development. Massport expects site infrastructure to be built in a manner generally consistent with the Conceptual Parcel Framework shown in Appendix A – Figure 4, with emphasis on the Tide Street extension and the east-west connection along the waterfront. The north-south roads will be based on a 40 ft. right-of-way (“ROW”), with two 15 ft. travel lanes and outboard pedestrian accommodation. East-west access along the northern edge of the MMT is conceptually a 30 ft. ROW, which links the north-south roads. The MMT site shall be delivered to the successful proposer(s) in its condition, “as is”, including, without limitation, legal title, subsurface conditions, existing structures, the presence of oil or hazardous materials, its present use and non-uses, and laws, ordinances and regulations affecting the same. Massport makes no representation or warranties of any kind, expressed or implied, with respect to such

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condition or the suitability of the site for any purpose. Massport shall have no obligation to do or pay for any work on or with respect to the MMT site. If a single building is proposed, the proposer should explain what site infrastructure the project will require and build to support the new development. If the proposal includes multiple parcels, the proposer should describe the development phasing, including all buildings and supporting infrastructure, within the context of the overall site. Depending on the specific outcome of the RPF process, the selected developer(s) will be expected to design and construct necessary infrastructure or contribute their pro-rata share if it is designed and built by others. 3.4 Development Delivery

Massport is keenly interested receiving proposals that can be executed on a timely and certain schedule. Key components of this process will include building and site design and environmental permitting. Massport Design Review. Selected projects will be required to complete Massport’s Development Design Review Process, attached in Appendix D. This process includes the following four distinct phases: Conceptual Design, Schematic Design, Design Development, and Final Design. This review will focus on the following issues: • Size, location, and orientation of buildings resulting in efficient land use and site circulation, and

• Use of creative and advanced industrial design and technology to enhance area seafood cluster. Zoning and Building Codes. As a Massport controlled property, development at the MMT is not subject to local zoning or local zoning and building code review. However, Massport anticipates that the successful proposer(s) will voluntarily comply with the BRA’s Article 80 development review process. Massport expects to be closely involved in all phases of the successful proposer’s design and permitting activities. Massport and BRA reviews will be coordinated to make the process as efficient as possible. Massport controlled property and any site improvements thereon are subject to the most recent edition of the Commonwealth’s State Building code as well as any and all other applicable codes, laws and regulations regarding the Americans with Disabilities Act and the Commonwealth’s Architectural Access Board Regulations, and subject to review by the Commonwealth’s State Building Inspection. Regulations and Permitting. It is anticipated that components of the successful proposer’s site investigative and permitting work will precede and continue throughout the Design Review phases and will include review by Massachusetts Environmental Policy Act (“MEPA”), DEP, Federal Aviation Administration (“FAA”) and other state, local and federal entities, as applicable. Environmental Filings. The successful proposer(s), at their sole cost, shall be responsible for obtaining all permits and approvals required to construct or operate the proposed project(s) and to comply with the requirements of all applicable federal, state and local statutes, rules, regulations, ordinances and policies including but not limited to the Massachusetts Environmental Policy Act, M.G.L. Chapter 30 Section 61-62H, the Oil and Hazardous Material Release Prevention Act, M.G.L. Chapter 21E and the Wetlands Protection Act, M.G.L. Chapter 131, Section 40, and their implementing regulations. Projects consisting of maritime industrial uses may be eligible for exemption from Chapter 91 Waterways Regulations. In all cases, the successful proposer(s) shall confer with and follow the direction of Massport relative to environmental filings. FAA Review. The MMT is subject to FAA height restrictions due to its close proximity to Logan International Airport. The height limit for the site varies throughout the site from approximately 125

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feet to 150 feet Above Mean Sea Level (AMSL-NAVD88). Massport has prepared a Logan Airspace map illustrating restricted airspace, which proposers should reference for more detail (http://www.massport.com/logan-airport/about-logan/logan-airspace-map/). Selected proposers are strongly suggested to coordinate early with Massport’s Aviation Planning Unit concerning Logan airspace restrictions and the FAA application process. 4.0 DESIGN EXPECTATIONS Massport seeks projects that create buildings that facilitate state-of-the-art seafood industry activities, contribute to an efficient site-wide access and circulation plan, and creatively celebrate and enhance the maritime industrial design vernacular of the area. Massport will review the project design on two levels: 1) location and configuration of the proposed development in context of the entire MMT; and 2) design and efficiency of the proposed building(s). As stated above, this review will occur thorugh Massport’s Design Review Process, included as Appendix D. Design Requirements. With the possibility that Massport may select more than one proposal, it is imperative that the proposers address the following design factors:

• Propose single-parcel or multiple-parcel configurations;

• Include infrastructure concept plan required to support the proposal;

• Preserve seven acres for Massport’s Martime operations use – east of Tide Street extension;

• Preserve the Track 61 extension alignment along Fid Kennedy Avenue; and

• Preserve access to the North Jetty berth if development proposals include Parcel 8. Transportation Access and Circulation. The successful proposer(s), working with Massport , will be required design and build safe and efficient industrial roadways that integrate well with the existing street network in the area. Consistent with the Conceptual Parcel Framework, this will include the Tide Street extension, east-west connection along the water edge, and additional north-south roads. As stated earlier, north-south roads will be based on a 40 ft. right-of-way (“ROW”), with two 15 ft. travel lanes and outboard pedestrian accommodation. East-west access along the northern edge of the MMT is conceptually a 30 ft. ROW, which links the north-south roads. Regarding transportation, as it relates to project concepts and siting, Massport encourages development proposers to consider the following: • The findings and recommendations of the South Boston Sustainable Waterfront Transportation Plan

for future transportation access routes for Entrance/ Access/ Circulation,

• Access to existing and planned truck routes in the area, such as the Massport Haul Road and South Boston Bypass Road (See Appendix A – Figure 5, South Boston Truck Routes)

• Access to/from and reliance on the MBTA Silver Line and other public transit service in the area

• Public connectivity, primarily for employees, but with the possibilty of limited public access Sustainability, Resiliency and LEED Certification. Massport seeks projects designed and operated in response to environmental sustainability and resiliency. Proposals must include a comprehensive description of sustainability features envisioned for the project(s). Massport will require project(s) to be LEED certifiable or, preferably, obtain LEED NP Silver Certification from the U.S. Green Building Council. Massport also expects projects to consider resiliency and potential flooding or other disruptive natural

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events in their design and operation, per Massport’s Resiliency Goals and Strategies (see http://www.massport.com/business-with-massport/resiliency/). Such resiliency measures may include minimizing losses of electrical power, communications, security and other critical services facility wide; preventing structural and property damage to the maximum extent possible; and enhancing business resiliency.

5.0 LEASE AND LEGAL REQUIREMENTS 5.1 Lease Terms EDIC Lease. Massport currently leases the MMT from EDIC, pursuant to a Lease dated November 27, 1979 (as amended, the “EDIC Lease”). The EDIC Lease term expires on February 20, 2070. Pursuant to the terms of the EDIC Lease, Massport may sublease all or a portion of the MMT site subject to certain terms of the EDIC Lease. Accordingly, Massport is willing to enter into sublease(s) with successful proposer(s) of all or portions of the site offering, which sublease(s) shall expire on or before February 19, 2070. Development Agreement and Ground Lease. Successful proposer(s) will initially enter into a Development Agreement with Massport governing the pre-construction activities related to the proposed development. Upon completion of these activities, and upon satisfaction of other conditions precedents within the time periods set forth in the Development Agreement, the selected Developer(s) will enter into a Sublease with Massport governing the development and use of MMT. Failure to complete required activities within the time periods set forth in the Development Agreement may result in de-designation. Impositions. The Developer(s) shall be solely responsible for paying all taxes, assessments, electric and gas rates and charges, water and sewer rates and charges, and other governmental charges (“Impositions”), which at any time during the term of the Sublease may be assessed on the MMT and the building and other improvements erected or installed thereon. Rent Proposal. Proposers shall submit a specific rent structure associated with its proposed development. Although, Massport does not have a specific rent format to which Proposers must adhere, typical components of Massport ground lease rent are outlined below.

• Construction Rent is paid from the execution of the ground lease (which is normally coincident with the start of construction) until the issuance of a Certificate of Occupancy for the Project.

• Fixed Rent (or “Base Rent”) commences upon the issuance of the Certificate of Occupancy, is due regardless of Project performance, and is expected to escalate based on CPI or other applicable index or structure.

• Percentage Rent commences upon the opening of the Project. Percentage rent is calculated from the total gross revenues of the Project. Typically, percentage rent is paid according to a schedule which provides for the percentage rate to increase over time.

• District Service Fee (“DSF”) commences upon the opening of the Project. The DSF is paid on a per building square foot basis and helps defray Massport costs to operate, manage, and improve common infrastructure that serves MMT. DSF is escalated yearly by the CPI on each anniversary date of its commencement and, like fixed rent, it is due regardless of the performance of the Project. Proposers should assume a DSF placeholder of $0.30 / sf, which will be negotiated.

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• Transaction Rent is due in the event of a refinancing or a sale of the subleased premises, and the terms may differ for each. Massport will seek to participate in the value creation reflected in such transactions.

5.2 Non-Discrimination and Equal Opportunity The successful proposer(s) shall certify that they will not discriminate against any employee or applicant for employment based on race, color, gender, sex, religion, creed, national origin, ancestry, age being greater than forty years, sexual orientation, gender expression and identity, handicap, disability, genetic information, or veteran’s status in the use of the sublease premises, including the hiring and discharging of employees, the provision or use of services, the selection of suppliers, vendors and contractors, in the sub-subleasing or refusing to sub-sublease all or any portion of the sublease premises or providing or refusing to provide any services or use of any facility located on the sublease premises. In addition, the successful Proposer(s) shall not discriminate against any person, employee, or applicant for employment who is a member of, or applies to perform service in, or has an obligation to perform service in a uniformed military service of the United States, including the National Guard, on the basis of that membership, application or obligation. It is the intent of Massport to protected and affirmatively promoted equal opportunity and diversity in the construction and operation of the Project. The successful Proposer shall certify that they are in compliance with all applicable federal and state laws, rules, and regulations governing fair labor and employment practices. 6.0 DIVERSITY AND INCLUSION 6.1 Minority, Women, and Disadvantaged Business Enterprises Promoting diversity in development projects is a Massport priority. Although the Authority has not established a specific diversity goal for this RFP, participation by Minority Businesses Enterprises (“MBEs”), Women Business Enterprises (“WBEs”) and Disadvantaged Business Enterprises (“DBEs”) is one of four primary evaluation criteria. The terms MBE, WBE and DBE refer to businesses that meet the certification criteria of, and are certified by, the Massachusetts Supplier Diversity (“SDO”) as set forth in 425 CMR Section 2.00. et. seq. or that meet the certification criteria of, and are certified by, the Greater New England Minority Supplier Development Council (“GNEMSDC”).

The Authority is committed to ensure diversity of businesses and individuals in all aspects of the development of the MMT. Proposals will be evaluated to determine the extent of meaningful participation in three activity areas: 1) development, financing and ownership, 2) design and construction, and 3) business operations. Proposers are strongly urged to identify M/W/DBE and individual minority or women team members early in the process and to indicate in their response to the RFP the nature of that participation (e.g. names of team members, specific roles, percent of total participation, as appropriate) in the particular phase of the development project. The Authority reserves the right to contact such M/W/DBE team members and individuals to clarify their proposed roles in the Project.

6.2 Participation by Impacted Community Business Enterprises The Authority also encourages and supports economic opportunities for residents and businesses located within those communities most directly impacted by the operation of the Authority’s facilities. With respect to the MMT site, those communities are Boston, Chelsea, Revere, and Winthrop. The term “Impacted Community Businesses” (“ICBs”) is defined as an enterprise, which has a principal place of business in one of the impacted communities. The Authority encourages proposers to use ICBs in the

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award of subcontracts and in the procurement of materials, equipment, and services, and to provide the Authority with the information regarding their voluntary efforts to contract with and to use ICBs. 7.0 SUBMISSION REQUIREMENTS AND FORMAT Proposers responding to this RFP must comply with the following basic submission requirements: • Submit twenty (20 copies), including one signed original, and (1) CD-ROM or USB flash drive

containing a PDF version of the entire proposal; • Include a transmittal letter, as detailed below, as well as a table of contents -- the table of contents

should outline the major sections of the proposal in the following order using tabs for each section; • Hard copies of proposals should be submitted on 8.5” x 11” paper -- design information may be

presented in an 11” by 17” format; and • All pages must be consecutively numbered and correspond to the Table of Contents. 7.1 Transmittal Letter

Proposals shall include a transmittal letter identifying the Development Entity (developer, owner, and financial partner(s)), any company or business owner(s), government and community affairs advisors, the architectural team (if known), and construction manager (if known) that comprise the Development Team. Transmittal letters shall also identify the principal(s) or officer(s) of each member of the Development Entity and company/business owner(s) authorized to execute documents on behalf of such entities, as well as a contact person from the Development Entity and a contact person from the company/business(es) designated to receive subsequent communications from the Authority with respect to the RFP.

7.2 Proposed Development Description

• Vision Statement. Provide a written vision statement for the proposal responding to Massport’s objectives. The statement should describe the proposers overall aspirations for the project, including the business plan, market justification, and site and building design approach.

• Development Program. Provide a summary that at addresses the following: − Project / Parcel – size and location; − Building use description – If multiple buildings are proposed, describe use of each building,

including end-user business and/or tenant occupants; − Building description – For each building, provide size (square feet) of building footprint; total

square feet; number of stories, and overall building height; − For proposals with multiple buildings/parcels, provide a Development Table with overall totals

and subtotals of building square feet, uses, and site square feet/acre; − Infrastructure description – describe proposed infrastructure improvements needed to support

the development program; − Site circulation – describe proposed traffic and truck circulation within the MMT and to/from

nearby truck routes; − Parking – describe number and location of parking spaces, including any possible shared parking

approaches; and − Business / technology innovation – describe project uses, design innovations, or other amenities

or enhancements that will support the modern seafood industry; and − Benefits – identify the number of jobs and other public benefits the project will create.

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• Permitting Approach. Describe the permitting strategy that will be used to secure all required entitlements for the amount and type of uses proposed, including all necessary city, state, and federal permits (e.g., MEPA, DEP).

Development Team Qualifications

• Development Team Organization

− Organization Chart. Provide a graphic organizational diagram of the Development Team, identifying key team members, such as architects, engineers, permitting consultants, government/community relations advisors, legal counsel, etc. Team members should be clearly identified and the relationships among team members should be indicated.

− Project Ownership. Provide a list all ownership interests in each entity comprising the development team.

− Team Description. Provide a written description of the organization of the team. Identify the entities involved and roles and responsibilities of each entity; identify the entities qualified as MBE, WBE and DBE; identify key personnel and summarize their roles and responsibilities, in particular the Project Manager and architectural and government/community relations leads.

• Development Team Qualifications.

− Seafood and/or Maritime Experience - Describe the Development Entity’s experience in developing seafood or maritime-related projects in the past ten years. Clearly describe the roles played by the members of the Development Entity in each such project.

− Comparable Business Operations Experience – Provide examples of comparable and successful businesses operated by the business operator.

• Financial Capability. Provide evidence of the proposer’s financial capability.

− Historical Financial Statements – Provide the following statements for the prior three (3) years, audited: o Income Statement o Balance Sheet o Statement of Cash Flows

− Seafood Business, Maritime Industrial Financing Experience - provide examples of recently completed seafood, maritime industrial or mixed-use projects the Development Entity was responsible for securing the necessary financing. For each Project, indicate the following:

o Name of the project o Date the project was completed o Total Development cost o Amount of debt and the source(s) of the debt o Amount of equity and the source(s) of equity.

− Other Financing Experience – Provide examples of other recently completed projects where the Development Entity was responsible for securing the necessary financing. For each project, indicate the following:

o Name of the project o Date the project was completed o Total development cost o Amount of debt and the source(s) of the debt o Amount of equity and the source(s) of equity.

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• Project Delivery Schedule. Describe the activities to be undertaken to achieve completion and opening of the Proposed Project and future buildings, if applicable. Specify date for beginning construction [Quarter/Year] and any dependency on proposed infrastructure improvements.

− Critical Path Schedule - Provide a critical path project development schedule listing the pre-

opening activities and outlining the proposed timeline for negotiation of Project Agreements, financing, design, permitting milestones, construction start, and opening dates for the one or more buildings.

− Schedule Narrative - Provide a narrative describing these activities, identifying potential obstacles to completing the activities as scheduled, and highlighting the management and other steps the Proposer will undertake to achieve the schedule.

• Preliminary Development Budget. Provide a comprehensive budget for the Project including, construction hard costs, such as site work, building/facility costs, plumbing/HVAC/electrical costs, etc., and soft costs, including architecture/engineering, permitting fees, legal and other professional fees, as well as development and other required fees, contingency and escalation, financing costs, and other project costs. A sample template is provided as Appendix E-1 for use as a guide.

• Finance Plan. Provide a financing plan for the Project, including equity and debt. A sample template

is provided as Appendix E-2 for use as a guide. The financing plan shall describe the uses of funds for the development and construction period and an anticipated schedule of funding availability based on total project cost:

− Financing - Specify the level of debt and the level of equity. Specify the sources of such debt and equity, which amounts are committed as of the time the proposal is submitted, and which amounts are expected to be secured if the Proposer is selected. Provide commitment letters or other evidence or explanation of such commitments from each identified capital source. Debt financing shall include assumptions for the construction period as well as permanent financing.

− Non-Committed Financing – For any necessary project financing that is not committed as of the date of proposal submission, describe with specificity the plan for securing such capital.

− Operations Pro Forma - Provide a 20-year operations pro forma, delineating line items for operating revenues, operating expenses, fixed expenses, and then ground rent related expenses that would be paid to Massport. Provide a complete listing of your pro-forma assumptions. Please provide for property taxes as a separate line under fixed charges. A sample template is provided in Appendix E-3.

− Project Cash Flows – Provide a summary of projected cash flows, which can be shown at the bottom of Appendix E-3 – Operations Pro Forma template.

− Economic Impact – List local/regional benefits resulting from the project, such as short-term and long-term job creation by job type.

7.3 Sublease

Massport anticipates entering into one or more ground subleases for the MMT for term(s) through February 19, 2070, including the construction period. Proposal should address the requested rent term as well as the following additional sublease terms: • With the information presented in Section 5.0 as general guidance, proposers should submit

proposed rent categories and rent rates; • Proposed uses and any unique uses that will materially impact the ground sublease; • Development schedule and key delivery milestones and deadlines.

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7.4 Diversity and Inclusion

Provide the following information, allowing the Authorities to (1) ascertain the committed and proposed levels of participation by M/W/DBEs in each of the three activity areas described in Section 6; (2) understand the level of specific M/W/DBE participants that have been identified and selected by the Project Teams as of the Proposal submission date; and (3) determine the comprehensiveness of the Project Team’s planned approach to achieving the proposed level of MBE/WBE/DBE participation for all three activity areas.

Development, Financing, and Ownership

• Identify the MBE/WBE/DBE participation and participation by individual minorities and women planned for the development, financing, and ownership phases of the proposed Project(s), including the roles to be played by MBE/WBE/DBEs, the names of such MBE/WBE/DBEs and the extent to which such MBE/WBE/DBE involvement is committed as of the date of Proposal submission.

• Previous Experience - Describe the Development Entity’s experience with projects of similar size and scope that have included MBE/WBE/DBE participation in the project’s development, financing and ownership.

Design and Construction

• To the extent possible, identify MBE/WBE/DBE participation by type or category of work (e.g., architecture, engineering, construction management, construction subcontractor, etc.) and the commitment as of the date of the Proposal submission.

Business Operations

• To the extent possible, identify the MBE/WBE/DBE participation and participation by individual minorities and women planned for the business operation of the proposed Project(s), including the roles to be played by MBE/WBE/DBEs, the names of such MBE/WBE/DBEs and the extent to which such M/W/DBE involvement is committed as of the date of Proposal submission.

Participation by Impacted Community Business Enterprises

• Provide a strategy and approach for participation by Impacted Community Business Enterprises for the proposed Project(s).

7.5 Development Project Design

• Drawings - Provide a site plan and conceptual building plans for all levels. • Cross Sections - Provide appropriate Project cross sections to clarify program stacking. In addition,

identify maximum building height (to roof of occupied structure and top of tallest physical feature). • Circulation Plan - Provide a side-wide vehicular and pedestrian access and circulation plan that

addresses the project’s multi-modal transportation needs. • Sustainable Design - Provide a description of the Development Team’s proposed approach to

sustainable design and construction, including proposed strategies, design features, and LEED benchmark goals.

• Innovative Industrial Design - Describe completed, relevant projects for which the design team provided architectural design services that demonstrate innovative and sustainable industrial design.

Note: Refer to the AutoCAD file of the Site Plan (Appendix F – which can be downloaded from http://www.massport.com/business-with-massport/goods-and-services/rfps/) and the surrounding

12

context showing extents of the required drawings. All plans, with the exception of AutoCAD files, should be packaged and submitted as a PDF in 11 x 17 inch landscape format. The name of the Development Team should appear on each sheet submitted. 7.6 Litigation The proposal must contain an affirmative statement that the proposer is not party to or affected by any litigation, administrative action, investigation or other governmental or quasi-governmental proceeding which would or could have an adverse effect upon the MMT or the development thereof, or upon the ability of proposer to fulfill its obligations under any agreement relating to this RFP, and there are no lawsuits, administrative actions, governmental investigations or similar proceedings pending or, to proposer's actual knowledge, threatened against or affecting the MMT or any part thereof, or the proposer's interest therein, except as set forth in the proposal.

8.0 RFP SCHEDULE AND PROCEDURES The schedule for the issuing and responding this RFP as well as the anticipated schedule after the submission date is as follows:

RFP Issue Date February 1, 2016

Pre-Submission Conference March 1, 2016 Written Questions due March 8, 2016 Deadline for receipt of proposals April 14, 2016 Interviews May 2016 (dates TBD) Selection June/July 2016

Proposal Submission. Twenty (20) hard copies, including one (1) signed original, and one (1) digital copy of the Proposal in PDF format on portable USB drive or CD ROM must be received in a sealed package clearly marked “MMT RFP” no later than 12:00 PM EST on Thursday, April 14, 2016, (“Proposal Submission Date”) at the following address:

Massachusetts Port Authority Attn: Mr. Andrew Hargens Deputy Director, Portfolio & Asset Management Real Estate & Asset Management Department One Harborside Drive, Suite 200S East Boston, MA 02128-2909

• Proposers must submit a Proposal using all the templates and forms included in the RFP solicitation

package.

• A Proposer may submit a modified response to replace all or any portion of a previous Proposal response up until the RFP Proposal Submission Date and Time. Modifications received thereafter may not be considered.

• All Proposals submitted in response to the RFP become the property of the Authority.

• No Proposal submissions will be returned to the Proposers.

13

Pre-Submission Conference and Written Questions. A Pre-Submission Conference will be held on Tuesday, March 1, 2016. The time and location will be provided to all RFP subscribers and will be posted on the Massport website. Prospective proposers may also submit questions seeking clarification or further explanation of any and all aspects of the RFP. All questions must be provided in writing and delivered to Massport via email addressed to: MMTQuestions@massport.com by 12:00 PM noon EST on Tuesday, March 8, 2016. The Authority reserves the right to respond or not to respond to the questions submitted. For all answered questions, Massport will compile and send the answers to all RFP subscribers.

Communication Limitations. From the date this RFP is issued until the proposal(s) is/are selected, proposers, or anyone representing the proposers, shall not communicate with any Authority representative, other than the persons who are designated in this RFP to receive communications regarding the RFP. Communication with Authority staff is limited to the Pre-Submission Conference, written questions directed to MMTQuestions@massport.com up until the pre-determined time following the Pre-Submission Conference, and any interviews conducted as a part of this solicitation process. All forms of communication (outside of the Pre-Submission Conference, specified written question period, and interviews) are prohibited, including, but not limited to: verbal, written, and electronic forms of communication. Request for Clarifications. After receiving the proposals, Massport reserves the right to request clarifications of any of the proposers’ responses to the RFP. The Authority reserves the right to contact any proposer’s team members and/or individuals to clarify their roles in the Project(s) and to request additional information. Proposal Evaluation Process. The proposals will be evaluated by a Selection Committee, comprised of representatives from Massport. The Selection Committee will conduct an initial evaluation of the proposals in order to determine whether the proposers have complied with the submission requirements set forth in Section VII. Any responses to the RFP that Massport determines in its sole discretion to be incomplete, conditional or non-responsive, may be disqualified by the Authority. Following this initial evaluation, select proposers who submitted responsive proposals may be invited to interviews with the Selection Committee. Following the interviews, the Selection Committee will complete its evaluation and scoring of the proposals, taking into account the information provided in the proposals, additional insights and information resulting from the interviews, and any other relevant information (such as the result of reference checks) available to the Selection Committee. Proposal Selection. In accordance with the process set forth above, the Selection Committee will review and evaluate the proposals and recommend to the Authority’s Board one or more proposals that best meet the Evaluation Criteria. The selection of the recommended proposal(s) is subject to the approval of the Authority’s Board. Following confirmation of the selection by the Authority’s Board, the Authority will commence negotiation of the Development Agreement(s). Massport reserves the right to negotiate with more than one Developer. Authority’s Right to Amend, Extend, Postpone Cancel RFP and Waive Irregularities. Massport reserves the right to amend the RFP and to extend the deadline for receipt of proposals if determined to be in the best interest of the Authority. If a decision to postpone is made following the submission of proposals, the Authority shall afford those proposers the opportunity to revise or withdraw their proposals. Massport reserves the right to cancel this RFP at any time prior to the execution of the Development Agreement by all parties and without liability against the Authority. The RFP does not constitute an agreement or an offer of any kind by the Authority.

14

No Public Opening. There is no public opening of the proposals submitted in response to the RFP. Proposal Validity and Certifications. The proposals shall be valid for one hundred eighty (180) days from the date of the proposal submission. If Massport requires additional time for review, the Authority reserves the right to extend the validity of the proposals in thirty (30) day increments. Prices and terms submitted in the proposal remain in effect as originally submitted. By submitting a proposal in response to the RFP, the proposer acknowledges its agreement that if it is selected as a Developer, it shall execute agreements substantially incorporating the requirements of this RFP and all certifications required by law as to eligibility to do business with the Authority or otherwise. Disclaimers. The information contained herein is provided solely for the convenience of proposers. It is the responsibility of the proposer to assure itself that information contained herein is accurate and complete. The Authority does not provide any assurances as to the accuracy of any information in this RFP. Any reliance on these contents, or on any permitted communications with the Authority officials, shall be at the proponent's own risk. Proposers should rely exclusively on their own investigations, interpretations, and analyses. Rejection of Proposals. Massport is soliciting competitive proposals pursuant to a determination that such a process best serves the interests of the Authority and the general public and not because of any legal requirement to do so. The Authority may reject any proposal that is not prepared and submitted in accordance with all requirements of the RFP, or that is incomplete, conditional, obscure, takes exception to certain requirements, or that contains alterations, contingencies, additions not called for, errors or irregularities of any kind. Any and all proposals shall be rejected if there is reason to believe that collusion exists between or among proposers. Massport reserves the unqualified right, in its sole discretion, to waive any informalities, deviations, mistakes, defects, and matters of form rather than substance, in any proposal responding to the RFP. The Authority may, but shall not be obligated to, request additional information or corrections from proposers. No costs of responding to this RFP, any addenda or other documents or attendance at meetings in connection with this RFP shall be reimbursed by the Authority. The rejection of any RFP in whole or in part will not render the Authority liable for incurred costs and/or damages. Public Record After Execution of Development Agreement. The Authority will seek to hold all proposals and subsequent submissions in confidence, to the extent consistent with applicable law, until a final decision has been made or the selection process is terminated. Proposers are advised, however, that pursuant to G.L.c.66, all materials received by the Authority that fall within the definition of “public record” as set forth in G.L.c. 66, shall be disclosed by the Authority upon request. Non-Collusion. By submitting a proposal, a proposer certifies that it has not acted in collusion with any other proposer or other entity doing business with the Authority in a way that would constitute unfair competition. A proposer shall complete the Certificate of Non-Collusion attached hereto in Appendix E-4. Litigation. The proposal must contain an affirmative statement that the proposer is not party to or affected by any litigation, administrative action, investigation or other governmental or quasi-governmental proceeding which would or could have an adverse effect upon the MMT or the development thereof, or upon the ability of proposer to fulfill its obligations under any agreement relating to this RFP, and there are no lawsuits, administrative actions, governmental investigations or similar proceedings pending or, to proposer's actual knowledge, threatened against or affecting the MMT or any part thereof, or the proposer's interest therein, except as set forth in the proposal.

15

9.0 EVALUATION CRITERIA Proposals which meet all of the submission requirements set forth in Section 8.0 will be evaluated on the basis of the following Evaluation Criteria:

9.1 Achieves Massport Goals and Objectives Accomplishes Massport’s mission objectives to:

• Expand, strengthen, and support the seafood cluster, including infrastructure elements that enhance the seafood district.

• Encourage maritime industrial activities that are complementary to the seafood cluster and Conley Terminal, such as warehousing (refrigerated or not) and logistics, that create economic development and industrial jobs.

• Through new Project rent payments, generate sustained revenue to Massport.

9.2 Ability to Successfully Execute the Project

• Organization, qualifications and experience of project team

• Development and execution plan for proposed Project

• Sound proposed use mix, with identified end users or prospective tenants

• Viability of finance plan

• Identified equity, debt and other capital commitments

• Business/Company’s contribution to a successful Project

9.3 Comprehensive Diversity and Inclusion Program

• Include MBE/WBE/DBEs and individuals in all aspects of the development project, such as owner/developer, consultant, design/construction and operations.

• Proposer’s overall approach and strategy as well as identified MBE/WBE/DBE participation commitments

• Quality of programs/initiatives for participation by ICBs

9.4 Quality of Project Design and Program

• Project design that supports seafood industry cluster and maximizes use of the site

• Efficient and appropriate use of single or multiple parcels

• An approach and commitment to address state-of-the-art industrial design, sustainability, resiliency

• Responsiveness of submitted materials to RFP design guidelines

16

APPENDICES

A. Figures 1-5

B. Site Detail and Background

C. Legal, Financial and Other Requirements

D. Massport Development Design Review Process

E. Required Templates and Forms

F. Massport Marine Terminal Base Plan

17

APPENDIX A - FIGURES 1-5

1. Locus Map

2. Context Map

3. Existing Conditions Map

4. Conceptual Parcel Framework

5. South Boston Truck Routes

18

Boston Harbor

East Boston North End

Downtown

South Boston Ted

Will

iam

s Tun

nel

Sumner and

Callahan Tunnels

Massport Marine Terminal

South Bosto

n Bypass Road (c

onnects to

I-90 N

-S) Massport Haul Road

Boston Logan International Airport

I-93

I-93

I-90I-90

Massport Marine Terminal, South Boston A- Figure 1: Locus MapMassachusetts Port Authority

Real Estate & Asset Management January, 2016

0’ 1125’ 2250’ 4500’

Massport Property

Fargo Street

Summ

er Street

Silver L

ine Way

Congress Street Port Lane

C S

tree

t

B St

reet

West Second Street A S

tree

tA

Str

eet

Bullo

ck S

tree

tClafin Street

Binford Street

Wormwood Street

Necco Ct.

Melcher St.

Slee

per

Stre

et

Farn

swor

th S

tree

t

Tho

rnso

n Pl

ace

Silli

ngs

Stre

et

Seaport Boulevard

Farragut Road

East Sev

enth Street

Colum

bia R

oad

Atlan

tic A

venu

e

Purc

hase

Str

eet

High St

reet

Con

gres

s St

reet

Wor

ld T

rade

Cen

ter A

venu

e

Seap

ort

Lane

D S

tree

t (N

orth

boun

d)

D S

tree

t (S

outh

boun

d)

Har

borv

iew

Lan

e

Park Lane

Pum

phou

se R

oad

East Firs

t Stree

t

Dorchester Avenue

Day

Bou

l eva

rd

Shore Road

Summer Street

Northern Avenue

Summer Street

Seaport Boulevard Northern Avenue

Northern Avenue

Massport Hau

l Roa

d

D S

tree

t

D S

tree

t

Papp

as W

ay

Congress Street

Dry Dock A

venue

Black Fa

lcon Aven

ue

Dor

ches

ter A

venu

e

Sout

h Bo

ston

By-

pass

Roa

d

Bost

on W

harf

Roa

dW

. Ser

vice

Roa

d

E. S

ervi

ce R

oad

B St

reet

Inman Street

Fargo Street

E St

reet

Richards Street

Cypher Street

Bolton StreetWest Third Street

West First Street

West Second Street

Fid Kennedy Avenue

Tid

e St

reet

B Street

Fid Kennedy Aven

ue

East Firs

t Stree

t

East Sec

ond Street

East Third Str

eet East Broadway

East Fourth

Street

East Fift

h Street

East Six

th Street

East Sec

ond Street

East Third Str

eet

P Street

O Street

N Street

M Street

L Street

K Street

I StreetMBTA

Property

Thomas J Butler

Memorial

Park

Fort

Poi

nt C

hann

el

Fish PierSeaport World

Trade Center

Boston Convention

and Exhibition Center

Boston Desig

n Center

SouthStation

ExelonProperty

GilletteCompany

Boston MarineIndustrial Park

Terminal

Cruiseport B

oston

Boston

Pappas Leasehold

88 Black Fa

lcon Aven

ue

Blue HillsBank

Pavilion

Reserved

Channel

Conley Container Terminal

Massport Marine Terminal

Massport Marine Terminal, South BostonA- Figure 2: Context Map

0’ 500’ 1000’ 2000’

Massachusetts Port AuthorityReal Estate & Asset ManagementJanuary 2016

Fid Kennedy Avenue

Fid Kennedy Avenue

Tide

Str

eet

HarborSeafoodCenter (APCA)

LegalSea Foods

StorageBuilding13,000 sf

MassportWarehouse14,500 sf

Parcel 3

North Jetty Berth

Seaf

ood

Way

Service Road

Service Road

Serv

ice

Road

Boston Inner Harbor

Eversource Substation 99

(under construction) Potential Track 61 Extension

Tide

Str

eet E

xten

ded

Massachusetts Port AuthorityReal Estate & Asset ManagementJanuary 2016

200’ 400’0’Massport Marine Terminal, South Boston

A- Figure 3: Existing ConditionsSpecial Site ConditionsPotential Track 61 Extension

Existing developments Parcels O�ered ( approx. 23 acres)

HarborSeafoodCenter (APCA)

LegalSea Foods

Parcel 8

Parcel 3

North Jetty Berth

New BostonSeafood

NagleSeafood

Fid Kennedy Avenue

Fid Kennedy Avenue

Capstan Way

Ballard Way

Tide Street

Conc

eptu

al P

ier L

ocat

ion

Parcel 6 Parcel 7

Service Road

Seafood Way

Tide Street (extension)

Parcel 4Eversource Substation 99

Massport Marine Terminal, South Boston

Massachusetts Port AuthorityReal Estate & Asset ManagementJanuary 2016 Existing developments Parcels o�ered

A- Figure 4: Conceptual Parcel FrameworkMasspo

Interstate 93

Inte

rsta

te 9

0 (T

ed W

illia

ms T

unne

l)

Inter

state

90

/93

Interstate 93

Thomas J. Butler M

emorial

Park

Boston Desig

n Center

SouthStation

ExelonProperty

Boston Fish Pier

88 Black Fal

con Ave.

Pappas Leasehold

Thomas J. Butler Freight Corridor

Boston Marine Industrial Park

Conley Container Terminal

Massport Marine Terminal

GilletteCompany

Fargo Street Terminal

Cruiseport B

oston

Seaport World Trade

Center

Papp

as W

ay

Summer Street

Congress Street

Northern Avenue

Summer Street

Northern Avenue

Northern Avenue

Dry Dock A

venue

Black Fa

lcon Aven

ue

Dor

ches

ter A

venu

e

Bost

on W

harf

Roa

dW

. Ser

vice

Roa

d

E. S

ervi

ce R

oad

B St

reet

D S

tree

t

Inman Street

Fargo Street

D S

tree

t

E St

reet

Cypher Street

Bolton StreetWest Third Street

West First Street

West Second Street

Fid Kennedy Avenue

Tid

e St

reet

B Street

Fid Kennedy Aven

ue

East Firs

t Stree

t

East Sec

ond Street

East Third Str

eetEast

Broadway

East Fourth

Street

East Fift

h Street

East Six

th Street

East Sec

ond Street

East Third Str

eet

P Street

O Street

N Street

M Street

L Street

K Street

I Street

H Street

Colu

mbi

a Roa

d

Richards Street

Silver L

ine WayCongress Street Port Lane

Fargo Str

eet

B St

reet

West Second Street A S

tree

tA

Str

eet

Yard

Str

eet

Binford Street

Wormwood Street

Necco Ct.

Melcher St.

Slee

per

Stre

et

Farn

swor

th S

tree

t

Tho

rnso

n Pl

ace

Silli

ngs

Stre

et

Farragut Road

Atlan

tic A

venu

e

Purc

hase

Str

eet

High St

reet

Con

gres

s St

reet

Wor

ld T

rade

Cen

ter A

venu

e

Seap

ort

Lane

D S

tree

t (N

orth

boun

d)

Park Lane

Pum

phou

se R

oad

Dorchester Avenue

Day

Bou

leva

rd

Shore Road

Har

bor

Stre

et

Cha

nnel

Str

eet

Summ

er Street

Massport H

aul R

oad

Sout

h Bo

ston

By-

pass

Roa

d

Seaport Boulevard

Moakley Federal

Courthouse

USPS GMF

Boston Conventionand Exhibition

Center

Potentially eliminated truck routes

Interstate tunnels

Truck generating facilities

Interstate ramp access

Truck RoutesSouth Boston

0’ 500’ 1000’ 2000’

Massachusetts Port AuthorityReal Estate & Asset ManagementJanuary 2016

A- Figure 5:

APPENDIX B – SITE DETAIL AND BACKGROUND Environmental and Geotechnical Issues

The selected Developer(s) will be expected to perform all necessary environmental studies pertaining to the parcels that are part of the Project(s). There are, however, several key site-wide environmental issues noted as follows:

• Subsurface conditions are variable due to the filled nature of near-surface materials at the

offered site. The majority of the eastern portion of the Site was filled in the 1940s, while the western portion of the site was filled in the 1980s. The surface fill material included coal, coal ash, and/or wood ash, and various types of debris, and was detected in a number of borings, from the surface to a depth ranging between 15 feet and 27 feet below grade. In many areas of the Site, a fill material generally consisting of grey fine sand with bits of shell was encountered between the surficial fill material above, and deeper native silt/clay marine materials below, beginning at depths ranging from approximately 15 feet to greater than 20 feet below grade.

• Groundwater is at a relatively consistent elevation across the entire site. However, a consistent flow direction could not be determined. Groundwater flow at the site likely varies due to its proximity to the Boston Inner Harbor, tidal influences, and variable subsurface soil conditions.

• The source of subsurface soil contamination that has been encountered is historical fill materials, used to create the land containing the site. There are no known point-sources for subsurface contamination. The soil contaminants tend to be scattered randomly throughout the site.

• Several metals, VOCs, SVOCs (including PAHs), PCBs, and petroleum compounds have been detected in site soils at concentrations that exceed DEP reportable concentrations, and background levels for an area of urban fill. At most locations these contaminants were detected at only very low or trace levels. Several metals and PAHs were detected at levels that exceed the most stringent potentially applicable Method 1 S-1/GW-3 cleanup standards.

• An Activity and Use Limitation (“AUL”) has been implemented to restrict residential and other specific uses on the site, and require implementation of a soil management plan and health and safety plan, along with oversight of an LSP, during any subsurface utility or construction work.

Previous studies as well as a pdf of the AUL are available for download at http://www.massport.com/business-with-massport/goods-and-services/rfps/. Transportation The MMT is advantageously located with excellent transportation connections (i.e., Logan International Airport, Conley Terminal, and Interstates 90 and 93) and close proximity to the Boston customer base. There are, however, transportation issues that have risen from the rapid development of the Boston waterfront. Massport, along with the City of Boston, Massachusetts Department of Transportation, and Massachusetts Convention Center Authority, worked with VHB Inc. and key stakeholders, on the South Boston Waterfront Sustainable Transportation Plan, released in January 2015. The MMT site is located within the Study Area, and recommendations from the Plan would address improved circulation within the district as well as the region. The South Boston Waterfront Sustainable Transportation Plan and Executive Summary, as well as other relevant studies, can be downloaded from http://www.massport.com/business-with-massport/goods-and-services/rfps/.

19

Other Key Transportation Notes

• Water. The North Jetty, located at the eastern end of MMT, includes a pile supported concrete wharf and a 155-foot wide by 900-foot long deep water berth that was dredged to 40 feet below mean sea level as part of the Boston Harbor Navigation Improvement Project (BHNIP). The berth can be accessed via the 40-foot federal navigation channel. Massport recently had an Inspection and Condition Assessment completed to help determine repair alternatives and recommendations. The report, conducted by Bourne Consulting Engineering, PC, and previous studies are available to download with the previously mentioned studies.

• Truck. The MMT provides excellent access for trucks to and from the regional highway system including I-90, I-95 and I-93. The South Boston Bypass Road, which is limited to commercial vehicle traffic only, and the Massport Haul Road provide efficient truck access to within one block of MMT.

• Rail. As part of the Development Analysis, Massport assessed the feasibility of extending commercial rail service to and onto MMT. Such service would originate from CSX’s First Street Yard in Allston via the South Boston Running Track, also known as Track 61, which is operated by CSX. While Track 61 currently services the BMIP, it terminates approximately 900 feet south of the MMT site along Dry Dock Avenue and is currently inactive.

20

APPENDIX C – LEGAL, FINANCIAL AND OTHER REQUIREMENTS Insurance Requirements Massport will require the successful Proposer to provide and maintain, at Proposer’s sole expense, the following minimum insurance coverage:

1. Commercial General Liability Insurance against claims for bodily injury, product liability/completed operations coverage, death or property damage occurring on or about the sublease premises, or arising out of the permitted use of the sublease premises or the business or activities operated by the successful Proposer(s) thereon, with limits of not less than Five Million Dollars ($5,000,000) combined single limit for bodily injury or death to any number of persons with respect to any one accident or occurrence, and for property damage per accident or occurrence, with a minimum of Ten Million Dollars ($10,000,000.00) aggregate coverage limit. Such insurance policy shall be primary over any other policy of insurance which may be owned by Massport, shall include a contractual liability endorsement covering the successful Proposer(s)’ indemnities under the sublease and shall name Massport, its members, officers, employees and agents as additional insureds;

2. All Risk Property Insurance covering full replacement value of insured property located on the sublease premises, and shall name Massport, its members, officers, employees and agents as additional insureds.

3. Worker’s Compensation Insurance as required by law and Employer’s Liability Insurance with a minimum limit of One Million Dollars ($1,000,000.00) with respect to any work performed by the successful Proposer(s)’ employees on or about the sublease premises; and

4. Comprehensive Automobile Liability Insurance. For bodily injury and property damage in the combined single limit which shall not be less than One Million Dollars ($1,000,000), covering all owned, hired and non-owned vehicles and naming the Authority, its members, officers, employees and agents as additional insured; and

5. Such other insurance as may be reasonably required by the Authority from time to time,

including, but not limited to, Builder’s Risk Insurance, Flood Insurance, Pollution Legal Liability and Loss of Rent/Interruption of Business Insurance.

The actual terms of the insurance obligations and responsibilities of the successful Proposer shall be more particularly set forth in the Development Agreement and the Sublease.

Avoidance of Labor Strife The successful Proposer(s) and their respective subtenants, employees, contractors and subcontractors, suppliers, vendors, licensees, guests and invitees shall work in harmony with all elements of labor directly involved with the Project, as well as those employed by the Authority. The successful Proposer(s) shall acknowledge that the Authority is a party to certain collective bargaining agreements with unions and it is expressly understood and agreed that the Sublease and all Sub-Subleases shall be subject to and limited by the terms of such collective bargaining agreements and that any obligations which the Authority may have with respect to the MMT site offering or any portion thereof under said collective bargaining agreements.

21

Disclosure and Compliance Certificates In conjunction with the execution of the Sublease(s), the Developer(s) will be required to submit a disclosure of beneficial interests statement in compliance with M.G.L. c. 7C, Sec. 38 and a Certificate of Compliance with Laws, copies of which are attached hereto as Appendices E-5 and E-6, respectively. Deposit The selected Proposer(s) will be required to provide a deposit to secure the performance of its obligations under the Development Agreement. This deposit will be posted at the time of execution of the Development Agreement. No deposit or fees are required for submittal of this RFP. Security The site and its operation must be sensitive and responsive to the safety and security factors, which are of primary importance in today’s environment. Proposers will be expected to include security as a consideration in all aspects of their planning and to discuss the steps they will take to enhance the security and safety of their premises, customers and employees. If the proposal involves the mooring of deep draft cargo vessels, Proposers shall prepare and submit a security plan to the U.S. Coast Guard for approval in accordance with 33 CFR Part 105 at least 60 days prior to commencing operations and to implement the plan upon commencing operations. For more information see 33 CFR 105.105.

22

APPENDIX D – MASSPORT DEVELOPMENT DESIGN REVIEW PROCESS

Massport Development Design Review Process Overview for Selected Developer(s)

1.1 Design Review Submission Requirements: General

Required submissions shall be made at four stages of project design and construction: Conceptual Design, Schematic Design, Design Development, and Final Plans and Specifications. Submissions shall include the materials described below. Massport’s right to approve and the process by which Massport shall approve or disapprove such submissions are set forth in Section A. Massport shall cooperate with the Developer’s efforts to complete the development review process with the Boston Redevelopment Authority (“BRA”) as set forth in Section B. Massport and the Developer shall each designate a construction representative as set forth in Section C. Mandatory pre-submission meetings, which shall include the Developer’s design team, are required for all phases of design review at least two weeks prior to any submittal of plans to Massport. Submission and review of design materials will be a continuing process and it is expected that reasonable requests by Massport for progress prints, technical information and other materials in addition to those required herein will be met by the Developer. Construction representatives of Massport and the Developer (designated as set forth below) shall meet on a regular basis but no less frequently than monthly unless the parties otherwise agree, to review the status of the development of design materials for the Project. All materials submitted by the Developer to Massport during the Conceptual Design Stage, Schematic Design Stage, Design Development Stage, and the Final Plans and Specifications Stage shall comply with the following requirements: a) Pre-submission meetings (at least two weeks prior to a submission) shall have been held with respect to each stage.

b) Such materials shall conform to the Development Concept Plan approved previously by Massport, as the same may be revised by the Developer and approved by Massport.

c) Such materials shall have been prepared by an architect, engineer, landscape architect and/or surveyor, as appropriate, licensed to practice by the Commonwealth of Massachusetts.

d) Final plans and specifications shall conform to all applicable rules, regulations, ordinances, codes and laws of any governmental authority having jurisdiction over the construction, maintenance and use of the Project.

e) Such materials shall comply with all applicable covenants, agreements and restrictions affecting the Premises and the Project.

f) All materials shall be submitted in reproducible form in triplicate with five (5) additional copies of plans in half (1/2) size, and, at Massport’s request, such materials or parts thereof shall be submitted in digital file format. Section A. Approval of Design Submissions

All design and construction on Massport property is subject to applicable building code review by Massport’s Department of Public Safety (“DPS”) as well as the State Building Inspector. As required by the State Building Code, three sets of plans (in addition to the ones intended for other Massport design review), must be submitted to Massport’s DPS for review and comment.

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(i) Except as herein below expressly otherwise provided, Massport shall have the right to approve the materials submitted to Massport pursuant to the provisions of Massport’s Design Review Process as described in this document, and any substantial modifications of such materials. Within a reasonable time, but not later than thirty (30) days (or such longer period of time as is mutually agreed upon by the parties) after submission by the Developer of any such materials, Massport shall in writing either approve such materials or notify the Developer of the specific respects in which it finds such materials to be unacceptable. Provided that (A) the Developer has placed in bold type on the exterior of the envelope containing such request for approval, as well as on the top of the written request itself, the statement (in a reasonable size font) that Massport’s failure to respond to such request within such 30-day period (or within such longer period as has been mutually agreed upon by the parties) after receipt of such materials shall be deemed approval thereof, and (B) simultaneously sending such request and the other required materials to the Economic Planning and Development Department, Massachusetts Port Authority, One Harborside Drive, Suite 200S, East Boston, Massachusetts 02128-2909, Attention ______________, Senior Development Manager, then Massport’s failure to respond within such 30-day period (or within such longer period as has been mutually agreed upon by the parties) after receipt of the same by its Real Estate & Asset Management Department shall be deemed to constitute Massport’s approval of such materials. Promptly after receipt of notice from Massport that it disapproves of any specific matters, the Developer shall revise such materials in a manner acceptable to Massport and shall make a revised submission within ten (10) business days (or such longer period of time as is mutually agreed upon by the parties) after receiving Massport’s notice of disapproval. All resubmissions and subsequent approvals or disapprovals thereof shall be made and given in accordance with the procedure hereinabove provided for the original submission, until the relevant materials shall be approved by Massport as set forth above. (ii) Massport’s primary objective in the review of the aesthetics of the Project is the appropriateness of the proposed building exteriors, including the palette of materials, for its maritime industrial use and the Project’s design compatibility with the maritime industrial vernacular of the buildings and structures in the area. Aside from review by Massport’s DPS and the State Building Inspector for building code compliance, Massport’s design review of interior spaces shall apply primarily to interior space within the Project that will be available for public use or pedestrian flow including, but not limited to, lobbies, hallways, entrances/exits, and retail areas. Massport’s interests in this area include the review of programmatic elements, the functionality of these spaces, the consistency between the level of interior finishes and amenities, and target tenant markets that support the project pro forma. Section B. Intergovernmental Cooperation

Massport shall cooperate with the Developer in the Developer’s efforts to complete any reasonable development review process which the Developer may choose to engage in, on a voluntary basis, with the BRA. The Developer shall give Massport notice of and the opportunity to attend, at Massport’s option, all design review meetings with the BRA so as to assure that design decisions and revisions are coordinated between Massport and the BRA. The Developer and Massport recognize that cost and time savings may be achieved by coordinating Massport’s Design Review Process with the BRA’s design review process. In addition, Massport recognizes that much of the materials that the Developer will be submitting as a part of Massport’s Design Review Process also may be submitted to the BRA as a part of the BRA’s design review process, and that the materials are intended to be substantially the same. Notwithstanding any such coordinated Massport/BRA design review, however, the Developer

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acknowledges that, regardless of the status of any approval of the BRA under the BRA’s design review process, the Developer must obtain Massport’s approval of all plans, specifications or other materials as required under Massport’s Design Review Process. Building permits for projects on Massport-controlled land are procured through the State Department of Public Safety, with the exceptions of (1) the electrical permit from City of Boston Inspectional Department, and (2) sewer hook up permit from the Boston Water and Sewer Commission. Section C. Construction Representatives

Massport and the Developer shall each designate an authorized project representative and, after notice thereof to the other and until such designation is changed or withdrawn, such authorized project representative shall deliver and receive all notices, approvals, communications, plans, specifications or other materials required or permitted to be delivered or received under the Design Review Process. If the Developer so requests, Massport’s authorized project representative shall attend the Developer’s meetings with the BRA. 1.2 Design Review Submission Requirements: Conceptual Design The intent of the review at the Conceptual Design stage is to have initial confirmation of the basic development program and preliminary design documentation, which may include the preparation of alternatives in response to Massport’s Design Guidelines and comments. In addition to basic program elements, this material should begin to document the specific manner in which the Project meets the essential needs of a maritime industrial facility. The preliminary site access and parking plan, for example, should demonstrate that adequate facilities will be provided to facilitate truck access/egress to/from the site, as well as movements on the site, and that the potential for future rail access to the site is not precluded. The following materials must be submitted: a) Written description of the Project, including building and site improvements program (amount, location and overall dimensions); general transportation and parking approach; status of required permits; status of public or agency consultations; and estimated design and construction schedule.

b) Site plans: (i) Site plan at an appropriate scale (1” = 20’) showing the approximate location of proposed buildings and open areas, vehicular and pedestrian circulation improvements, parking and truck loading docks, dock and other maritime infrastructure improvements, cargo handling and storage facilities, rail infrastructure, building entries and public spaces, planting areas/landscape features and a preliminary layout of the proposed building(s); and (ii) Site plan at an appropriate scale (1”=100’ or 50’) showing the proposed building(s) within the context of the broader Massport Marine Terminal, South Boston Waterfront and its existing transportation infrastructure, depicting approximate key truck and potential rail connections, any proposed off-site improvements.

c) Preliminary site access and parking plan that depicts and describes in more detail than the site plan the anticipated automobile and truck access and egress to and from the site and circulation within the site; truck loading/unloading areas as well as any truck layover/staging areas; employee and visitor automobile parking; primary and secondary routes for both automobiles and trucks to connect to local street network and the interstate highway system, as well as any anticipated off-site improvements to facilitate these connections; and the reservation of land for future rail improvements, including

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documentation that the proposed reservation will provide for viable and appropriate rail service to support the Project.

d) Analysis of marine infrastructure, including Reserved Channel seawall, should provide approximate technical specifications (e.g., dimensions, loading capacities) for all proposed new or improved facilities. This material should include a conditions assessment report of these infrastructure items as part of the initial conceptual design phase, as well as how the Project plans to upgrade these elements to serve the development.

e) Preliminary building and site sections.

f) Preliminary building elevation studies indicating building access and fenestration patterns and materials.

g) Preliminary floor plans for the ground floor and, as applicable, mezzanine and/or other upper floors.

h) Study perspective sketches taken from primary vehicular and pedestrian approaches to the site, depicting buildings, other major structures, and basic landscaping.

i) Written description and preliminary design information concerning the sustainable building and site design principles that the Developer has identified as applicable to the Project in accordance with the provisions of the Development Agreement, organized in Massport’s format for the LEED program checklist of the U.S. Green Building Council or another format acceptable to Massport in light of the size, intended uses, and projected construction cost of the Project. 1.3 Design Review Submission Requirements: Schematic Design

The intent of the review at this stage is to secure agreement on the development program and basic design as documented by dimensional plans and preliminary building elevations and sections. The following materials must be submitted: a) Updated written description of the Project including all program elements and space allocation for each element, and an updated development schedule for the Project. At a minimum, this material should include a detailed description of the location and preliminary specifications of proposed buildings and other structures, roadways and parking areas, maritime infrastructure, utility systems, and sidewalks and landscape features.

b) Updated site plan at an appropriate scale (e.g. 1” = 20’) showing: (i) Relationships of proposed and existing buildings and open areas, including open areas mutually defined by buildings on adjacent parcels and across streets; (ii) Location and dimensions of driveways, parking, service areas, roads, sidewalks, and major landscape features; (iii) Location of maritime infrastructure and a reservation for future rail improvements; (iv) Automobile and truck access/egress points and circulation areas, including connections to primary and secondary transportation routes serving the site, any proposed off-site infrastructure improvements, loading docks, parking and layover areas, etc.; (v) Preliminary grading, drainage and stormwater management, lighting and other utilities, and security; and (vi) Survey information, such as existing elevations, benchmarks, utilities, etc.

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c) Preliminary grading plan, including drainage and stormwater controls and related utilities.

d) Preliminary utility plan showing water, gas, electric, telecommunications, etc., including analysis of utilities capacity supplying the site and their ability to meet projected site demand.

e) Updated site access and parking plan.

f) Updated analysis of marine infrastructure.

g) Site and building sections.

h) Schematic building plans showing ground and upper floor plans, as applicable (scale 1” = 20’).

i) Preliminary building elevations with identification of proposed material palette.

j) Description of the sustainable design and construction features of the Project organized in accordance with the format described in Section 1.2(i) above. 1.4 Design Review Submission Requirements: Design Development

The intent of the review at this stage is to secure agreement on the design prior to work on Final Plans and Specifications. The following materials must be submitted: a) Updated written description of the Project, including a detailed description of the location and draft specifications for all program elements, including transportation and maritime infrastructure, and an updated development schedule for the Project.

b) Updated site plan at an appropriate scale (e.g. 1” = 20’ or as determined after approval of the site plan submitted at the Schematic Design Stage) showing:

(i) Spatial and functional relationship between proposed building, streets, parking, and open areas to existing or proposed adjacent buildings, streets, and open areas; (ii) Location and dimensions of all proposed site improvements and amenities, including paving, landscaping, lighting, security, maritime infrastructure, a reservation for future rail improvements, and any proposed off-site infrastructure improvements; and (iii) Building and site dimensions, including setbacks and other dimensions.

c) Proposed site grading plan, including typical existing and proposed grades at parcel lines and finished floor elevations for buildings.

d) Proposed utility plan.

e) Proposed site access and parking plan.

f) Site sections at an appropriate scale (e.g. 1” = 20’ or as determined after approval of the plans submitted at the Schematic Design Stage).

g) Building plans, sections and elevations at an appropriate scale (e.g. 1” = 10’ or 16’) developed from approved Schematic Design Stage drawings. Elevations shall show the Project in the context of the surrounding area as required by Massport to illustrate its compatibility of character, scale and materials to the maritime industrial vernacular. All plans, sections and elevations shall reflect the impact of proposed structural and mechanical systems on the appearance of exterior facades, interior public spaces, and roofscapes.

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h) Outline specifications of all materials for site improvements, exterior facades, roofscapes, and interior public spaces, including the palette of proposed exterior materials with samples of exterior materials and options.

i) Eye-level perspective drawings showing the Project in the context of the surrounding area.

j) Updated description of the sustainable design and construction features of the Project organized in accordance with the format described in Section 1.2(i) above.

k) Proposed construction schedule for the project. 1.5 Design Review Submission Requirements: Final Plans and Specifications

The intent of the review at this stage is to secure agreement on the detailed design and specifications of the proposal. The following materials must be submitted: a) Updated written description of the Project, including all program elements and space allocation for each element.

b) Updated site plan showing all site development and landscape details for lighting, paving, planting, utilities, grading, drainage, and security.

c) Final access and parking plan.

d) Complete architectural and engineering drawings and specifications.

e) Palette of proposed exterior materials, including material samples with options.

f) Eye-level perspective drawings that accurately represent the Project and a rendered site plan showing all adjacent existing and propose structures, streets and site improvements.

g) Detailed construction schedule and construction phasing plan for the Project.

h) Description and documentation of the sustainable design and construction features of the Project organized in accordance with the format described in Section 1.2(i) above. Note: During the preparation of the Final Plans and Specifications, it is the Developer’s responsibility to notify Massport promptly and secure its approval of all changes from the approved Design Development Stage drawings that are contemplated for site improvements, exterior facades, roofscape and interior public spaces. Progress drawings representing 60 percent completion of the Final Plans and Specifications may be required for review by Massport.

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APPENDIX E – REQUIRED TEMPLATES AND FORMS Templates E-1 through E-3 are available as an Excel workbook that can be downloaded at http://www.massport.com/business-with-massport/goods-and-services/rfps/.

1. Sample Template for Development Costs 2. Sample Template for Financing Plan 3. Sample Template for operating and Cash Flow Projections 4. Certificate of Non-Collusion 5. Disclosures Statement 6. Certificate of Compliance with Laws

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APPENDIX E-1 SAMPLE TEMPLATE FOR DEVELOPMENT BUDGET

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APPENDIX E-2 SAMPLE TEMPLATE FOR FINANCING PLAN

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APPENDIX E-3 SAMPLE TEMPLATE FOR OPERATING AND CASH FLOW PROJECTIONS

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APPENDIX E-4 CERTIFICATE OF NON-COLLUSION

Certificate of Non-Collusion

The undersigned certifies under penalties of perjury that this bid or proposal has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club, or other organization, entity, or group of individuals.

___________________________________________ Signature of individual submitting bid or proposal

___________________________________________ Name of business

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APPENDIX E-5 DISCLOSURES STATEMENT

DISCLOSURES STATEMENT FOR TRANSACTION WITH A PUBLIC AGENCY CONCERNING REAL PROPERTY

M.G.L. c. 7C, s. 38 (formerly M.G.L. c.7, s. 40J) The undersigned party to a real property transaction with a public agency hereby discloses and certifies, under pains and penalties of perjury, the following information as required by law: (1) REAL PROPERTY:

(2) TYPE OF TRANSACTION, AGREEMENT, or DOCUMENT:

(3) PUBLIC AGENCY PARTICIPATING in TRANSACTION: Massachusetts Port Authority

(4) DISCLOSING PARTY’S NAME AND TYPE OF ENTITY (IF NOT AN INDIVIDUAL): (5) ROLE OF DISCLOSING PARTY (Check appropriate role):

_____Lessor/Landlord _____Lessee/Tenant _____Seller/Grantor _____Buyer/Grantee _____Other (Please describe): __________________________________________________

(6) The names and addresses of all persons and individuals who have or will have a direct or indirect beneficial interest in the real property excluding only 1) a stockholder of a corporation the stock of which is listed for sale to the general public with the securities and exchange commission, if such stockholder holds less than ten per cent of the outstanding stock entitled to vote at the annual meeting of such corporation, or 2) an owner of a time share that has an interest in a leasehold condominium meeting all of the conditions specified in M.G.L. c. 7C, s. 38, are hereby disclosed as follows (attach additional pages if necessary): NAME RESIDENCE

(7) None of the above- named persons is an employee of the Commonwealth of Massachusetts Division of Capital Asset Management and Maintenance, the Massachusetts Port Authority, or an official elected to public office in the Commonwealth of Massachusetts, except as listed below (insert “none” if none):

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(8) The individual signing this statement on behalf of the above-named party acknowledges that he/she has read the following provisions of Chapter 7C, Section 38 (formerly Chapter 7, Section 40J) of the General Laws of Massachusetts:

No agreement to rent or to sell real property to or to rent or purchase real property from a public agency, and no renewal or extension of such agreement, shall be valid and no payment shall be made to the lessor or seller of such property unless a statement, signed, under the penalties of perjury, has been filed by the lessor, lessee, seller or purchaser, and in the case of a corporation by a duly authorized officer thereof giving the true names and addresses of all persons who have or will have a direct or indirect beneficial interest in said property with the commissioner of capital asset management and maintenance. The provisions of this section shall not apply to any stockholder of a corporation the stock of which is listed for sale to the general public with the Securities and Exchange Commission, if such stockholder holds less than ten per cent of the outstanding stock entitled to vote at the annual meeting of such corporation. In the case of an agreement to rent property from a public agency where the lessee’s interest is held by the organization of unit owners of a leasehold condominium created under chapter one hundred and eighty-three A, and time-shares are created in the leasehold condominium under chapter one hundred and eighty-three B, the provisions of this section shall not apply to an owner of a time-share in the leasehold condominium who (i) acquired the time-share on or after a bona fide arms length transfer of such time-share made after the rental agreement with the public agency is executed and (ii) who holds less than three percent of the votes entitled to vote at the annual meeting of such organization of unit owners. A disclosure statement shall also be made in writing, under penalty of perjury, during the term of a rental agreement in case of any change of interest in such property, as provided for above, within thirty days of such change. Any official elected to public office in the commonwealth, or any employee of the division of capital asset management and maintenance disclosing beneficial interest in real property pursuant to this section, shall identify his position as part of the disclosure statement. The commissioner shall notify the state ethics commission of such names, and shall make copies of any and all disclosure statements received available to the state ethics commission upon request. The commissioner shall keep a copy of each disclosure statement received available for public inspection during regular business hours.

(9) This Disclosure Statement is hereby signed under penalties of perjury. _____________________________________________________________________________________ PRINT NAME OF DISCLOSING PARTY (from Section 4, above) _____________________________________________________________________________________ AUTHORIZED SIGNATURE of DISCLOSING PARTY (MM / DD / YYYY) _____________________________________________________________________________________ PRINT NAME & TITLE of AUTHORIZED SIGNER

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APPENDIX E-6 CERTIFICATE OF COMPLIANCE WITH LAWS

CERTIFICATE OF COMPLIANCE WITH LAWS Massachusetts Employment Security Law Pursuant to G.L. c. 151A §19A(b), the undersigned hereby certifies under the penalties of perjury that Tenant, with the Division of Unemployment Assistance (D.U.A.) ID Number _______________________, has complied with all laws of the Commonwealth relating to unemployment compensation contributions and payments in lieu of contributions.

[Compliance may be certified if Contractor has entered into and is complying with a repayment agreement satisfactory to the Commissioner, or if there is a pending adjudicatory proceeding or court action contesting the amount due pursuant to M.G.L. c. 151A §19A(c)]. Revenue Enforcement and Protection Program Pursuant to G.L. c. 62C, § 49A, the undersigned hereby certifies that Contractor's tax payer identification number is (complete applicable item): Social Security No. is _______________________ or Federal Identification No. is __________________ and that to the best of his/her knowledge and belief, Contractor has filed all state tax returns and paid all state taxes required by law, and has complied with all laws of the Commonwealth relating to taxes, the reporting of employees and contractors, and withholding and remitting of child support. Massachusetts Child Care Law Pursuant to Chapter 521 of the Massachusetts Acts of 1990, as amended by Chapter 329 of the Massachusetts Acts of 1991, the undersigned hereby certifies that Tenant (please check applicable item):

1. _____ employs fewer than fifty (50) full-time employees; or 2. _____ offers either a dependent care assistance program or a cafeteria plan whose

benefits include a dependent care assistance program; or 3. _____ offers child care tuition assistance, or on-site or near-site subsidized child care

placements.

Certification Regarding Companies Doing Business with or in Northern Ireland Pursuant to G.L. c. 7, § 22C, the undersigned hereby certifies under the pains and penalties of perjury that Contractor is not engaged in the manufacture, distribution or sale of firearms, munitions, including rubber or gas bullets, tear gas, armored vehicles or military aircraft for use or deployment in any activity in Northern Ireland, and that Contractor (check applicable item):

1. _______ Does not employ ten or more employees in an office or other facility located in Northern Ireland; or

2. _______ Employs ten or more employees in an office or other facility located in Northern

Ireland, but such office or other facility in Northern Ireland (a) does not discriminate in employment, compensation or the terms, conditions and privileges of employment on account of religious or political belief; and (b)

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promotes religious tolerance within the workplace, and the eradication of any manifestation of religious and other illegal discrimination.

CONTRACTOR:

By: ________________________________

Title: ______________________________

Date: _________________, 2016

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APPENDIX F – MASSPORT MARINE TERMINAL BASE PLAN The Massport Marine Terminal Base Plan CAD file is available to download at http://www.massport.com/business-with-massport/goods-and-services/rfps/.

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