MassDOT – MBTA Request for Proposals Air Rights Parcels 13 & Hynes Convention Center Station Boylston Street and Massachusetts Avenue Boston, MA Addendum 4 December 8, 2014 The joint Office of Real Estate and Asset Development (“OREAD”) for the Massachusetts Department of Transportation (“MassDOT”) and the Massachusetts Bay Transportation Authority (the “MBTA”), hereby makes the following amendments, additions, and clarifications to the “Request for Proposals; September 2, 2014; Air Rights Parcel 13 & Hynes Convention Center Station, Boylston Street and Massachusetts Avenue, Boston, MA” (together with all figures, appendices and prior addenda thereto, the “RFP”) issued by OREAD. This Addendum 4 and all attachments to it are hereby made a part of the RFP. To the extent that there is any conflict or inconsistency between this Addendum 4 and the text of the RFP, the language of this Addendum 4 shall govern. In all other respects the content and requirements of the RFP remain unchanged and in force. Capitalized terms not defined in this Addendum 4 shall have the meanings set forth in the RFP. All Reservations and Conditions in Section VIII of the RFP shall apply fully to the information in this Addendum 4. References to section, subsection, paragraph, subparagraph, or page numbers or names are to those in the RFP unless otherwise noted. MassDOT does not warrant the accuracy, currency, completeness, or correctness of any of the information in this Addendum 4. 1. Selection Deposit and Development Deposit. Section V.C.6 and Section V.C.7 of the RFP describe the Selection Deposit and Development Deposit required from the Selected Developer, respectively. Both the Selection Deposit and the Development Deposit shall be held in a segregated account on MassDOT’s books and upon execution of the Lease for the Air Rights Development, both deposits shall be applied to Rent due and payable after the date of Lease execution. The following new sentence to be inserted immediately after the second sentence in Section V.C.7 of the RFP is provided to clarify that the Development Deposit is treated in same manner as the Selection Deposit: “Upon execution of the Lease by MassDOT and the Selected Developer, the Development Deposit will be applied to Rent, as defined therein.” Notwithstanding the foregoing change, all other references in Section V.C.6 and V.C.7 including the events that shall result in forfeiture of the Selection Deposit and Development Deposit, respective, remain intact. 2. Developer. Section VI.C.2.a and b. of the RFP asked each Proposer to provide certain specified information about the primary developer, including the name of the specific entity that will enter into the MassDOT Development Agreement and Lease for the Air Rights Development and the MBTA Station Improvements Agreement as well as the type of entity (e.g., limited partnership, limited liability company, corporation) and to identify any companies of which that development entity is a subsidiary or with which the development entity is affiliated as well as a complete list of any and all persons who have or will have a direct or indirect beneficial interest in the Air Rights Development. In the event Proposer contemplates any joint venture or partnership with any other entity, the Proposer shall provide a detailed description of the role of each party, member and/or partner including without limitation level of commitment, level of financial interest, level of financial obligations, operational responsibilities, role in management and decision-making, and authority to act on behalf of the joint venture or partnership. In connection with the foregoing, in response to this Addendum 4, all Proposers shall review their original Proposals, provide to MassDOT additional information as may be necessary to fully comply with this provision, including, without limitation any clarifications, changes, or updates with respect to the members of the proposed developer team. If no such changes are contemplated, then a Proposer shall state this unambiguously in its response to this Addendum 4. In addition, each Proposer must provide to MassDOT evidence of any and all commitments by all parties, members, partners and/or affiliates of the Proposer such as letters of intent, letter of commitment, term sheets, partnership agreements and/or operating agreements, including those previously included in the original Proposal. 3. M/WBE Goal and Participation. Section IV.B.3 of the RFP describes the Supplier Diversity Program to promote supplier diversity in public contracting and the institution of policies to encourage state contract awards that develop and strengthen certified Minority and Women Business Enterprises (“M/WBE”s). In connection with that policy, each Proposer shall submit the below requirements. a. The Proposer shall provide a completed M/WBE Utilization Form, attached hereto as Schedule 1, indicating the percentage of the cost for design services associated with the Station Improvements to be supplied by qualified minority and women owned business enterprises (M/WBEs) under the Station Improvements Designer Contract. Such percentage must at a minimum be SIXTEEN PERCENT (16%) For purposes of this requirement, MassDOT/MBTA will only accept M/WBEs that are certified by the Massachusetts Supplier Diversity Office (formerly known as the State Office of Minority and Women Business Assistance) at the time of proposal opening. b. The Proposer shall provide an M/WBE Participation Schedule identifying those qualified M/WBEs with whom the Proposer intends to contract for the performance of the portions of the work under the contract, the work to be performed by each qualified M/WBE, a proposed timetable for the performance or delivery of the contract item, and other information as required by the M/WBE Participation Schedule form attached hereto as Schedule 2. No work shall be included in the Schedule that the Proposer has reason to believe the listed M/WBE will subcontract, at any tier, to other than another M/WBE. c. The Proposer shall provide a completed M/WBE Letter of Intent from each M/WBE listed in the M/WBE Participation Schedule using the form attached hereto as Schedule 3, and a copy of the most recent certification letter or other documentation establishing the M/WBE certification of each M/WBE listed on the M/WBE Participation Schedule, and an M/WBE Affidavit executed by each M/WBE listed in the M/WBE Participation Schedule stating that there has not been any change in its status since the date of its last certification, using the form attached hereto as Schedule 4. Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 2 d. The Proposer shall provide a narrative explaining how the Proposer intends to ensure overall compliance with the MBTA’s policy of promoting equity and opportunity for M/WBEs and the good faith efforts it has made to obtain M/WBE participation. The Proposer shall include in the narrative the strategies it has and will use to obtain sub-consultants and suppliers, including but not limited to documented communication with the Authority’s Office of Diversity and Civil Rights, use of information concerning M/WBE subcontracting opportunities provided by MBTA, the Proposer’s solicitations to obtain M/WBE involvement in general circulation media, trade association publications, minority-focused media and other reasonable and available means within sufficient time to allow M/WBEs to respond to the solicitation, written notification to M/WBEs encouraging participation in the proposed contract, and efforts made to identify specific portions of the work that might be performed by M/WBEs. At a minimum, the Proposers should provide the names, addresses, telephone numbers of M/WBEs that were contacted, a description of the information provided to targeted M/WBEs regarding RFP’s work requirements, and efforts made to assist M/WBEs contacted in obtaining bonding or insurance required by the Proposers or by the Authority. Proposers are referred to 49 CFR Part 26 for additional guidance concerning actions that are commonly considered good faith efforts to obtain M/WBE participation. e. The Proposer shall provide a narrative explaining how during performance of the Station Improvements Designer Contract it will maintain continued efforts to preserve and enhance M/WBE participation. Included within this narrative should be a description as to how the Proposer will interface with MBTA for outreach and assistance generally and with respect to the specific issues below. The narrative should describe how the Proposer will abide by the monitoring and reporting requirements that will be included in the Station Improvements Designer Contract, a summary of which are attached hereto as Schedule 5. Moreover, the narrative should describe dispute resolution procedures the Proposer will institute under its subcontracts with M/WBEs to encourage amicable resolution of disputes and continued performance by the M/WBEs. Finally, the narrative should describe procedures and guidelines for the termination of M/WBEs as well as for the identification and selection of substitutes. f. The Proposer shall, upon request by OREAD, make an oral presentation explaining how the Proposer intends to ensure overall compliance with the MBTA’s policy of promoting equity and opportunity for M/WBEs and the good faith efforts it has made to obtain M/WBE participation. 4. MassDOT Development Agreement and Lease Terms. Section V.C and Section V.D of the RFP set forth terms and conditions that will be included in the MassDOT Development Agreement and/or the Lease. By submission of its Proposal in response to the RFP, each Proposer has acknowledged and agreed to accept such terms and conditions for the Air Rights Development Parcel. The following provides clarification to certain of those terms and conditions as well as additional terms and conditions that will be included in the MassDOT Development Agreement and/or the Lease. Each Proposer is required to acknowledge and accept these conditions explicitly in its response to this Addendum 4. a. Lane Closures. Section V.C.19 of the RFP set forth the terms and conditions regarding lane closures on the Massachusetts Turnpike. Attached hereto as Schedule 6 is the referenced MassDOT’s Lane Closure Policy, as the same may be amended, with which the Selected Developer shall comply. b. Chief Engineer Requirements. Section V.C.12 of the RFP set forth terms and conditions regarding MassDOT review processes for various stages of design drawings and materials, as Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 3 well as any future changes or additional construction on the Parcel. In connection with the foregoing, MassDOT’s review will encompass such guidelines, standards, directives, orders, permits, licenses, criteria, conditions and requirements as deemed necessary or desirable by the Chief Engineer of MassDOT in its reasonable discretion, as to any work to be undertaken or conducted by the Selected Developer in, on, within, or over the Air Rights Parcel. Proposers are advised that the protection of state transportation facilities will be a primary concern of both MassDOT and MBTA in any development project. Issues affecting the integrity, safety, or efficiency of highway or transit facilities will not be subject to negotiation or any binding dispute resolution process. c. Air Rights Inspection Protocol. Attached hereto as Schedule 7 is that certain MassDOT Policy Directive entitled, “Tunnel Inspection and Testing Protocol for Roadways Covered by Air Rights Development,” dated as of December 14, 2007, as the same may be amended, with which the Selected Developer shall comply as the same relates to any portion, element, system or component of the Air Rights Development Project. In particular, Selected Developer agrees that MassDOT shall have a perpetual right and easement to access such portions of the Air Rights Development leased premises as deemed necessary to inspect, test or take other actions deemed necessary in the reasonable discretion of MassDOT’s Chief Engineer to comply with the Air Rights Inspection Protocol. d. Demolition, Stabilization and Restoration Guaranty. As a condition precedent to MassDOT’s execution and delivery of the Lease, the Selected Developer shall provide a guarantee or other assurance satisfactory to MassDOT (to be secured by a Letter of Credit or other assurance satisfactory to MassDOT) in an amount sufficient to cover, at MassDOT’s election, either: (i) costs of demolition of uncompleted construction and site restoration; or (ii) costs of building stabilization and weatherization, should the Selected Developer fail to complete the Air Rights Development Project. The entity providing the guarantee must be acceptable to MassDOT. The amount of the guaranty shall be based on the assumption that the building permit for the Project will be delivered on the outside closing date, one of the Project milestones to be established between the Selected Developer and MassDOT during negotiation of the Development Agreement. The letter of credit shall be released upon the Project achieving a weather-tight condition. e. Completion Guaranty. As a condition precedent to MassDOT’s execution and delivery of the Lease, the Selected Developer shall provide an enforceable guarantee and/or other assurance satisfactory to MassDOT, together with adequate security, if MassDOT so determines in its discretion. The entity providing the guarantee must be acceptable to MassDOT. Notwithstanding the foregoing, in the event the Selected Developer’s construction lender for the Air Rights Development requires a completion guaranty, MassDOT will subordinate its guarantee interest behind such lender’s. f. Payment, Performance and Lien Bonds. As a condition precedent to MassDOT’s execution and delivery of the Lease, the Selected Developer shall deliver to MassDOT payment, performance and lien bonds in a form acceptable to MassDOT or other security acceptable to MassDOT, naming MassDOT as a dual obligee, or other assurances acceptable to MassDOT in its discretion. g. Insurance, Terrorism. The Selected Developer will be required to carry at its sole cost and expense an “all risk” property and casualty insurance policy that shall insure all of the Air Rights Development Parcel improvements, including construction work in progress and support Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 4 components (e.g., supporting columns, bearing walls, retaining walls and other supports together with the footings therefor and all components and elements thereof or related thereto) against risks of physical damage and loss as insured on a “special risks” form acceptable to MassDOT to cover any acts of terrorism deemed to be an act of terrorism pursuant to the federal Terrorism Risk Insurance Act of 2007. h. Milestones and Force Majeure. As described in Section 5.C.23 of the RFP, the Selected Developer will be required to meet certain proscribed milestones. These will include, at a minimum: fixed outside dates specified in the Development Agreement by which the conditions precedent to Lease closing must be met and the Lease fully executed; a fixed date specified in the Lease for commencement of construction; and a fixed date specified in the Lease by which construction must be substantially complete. Failure to meet any of these milestones will be a terminable event of default under the Development Agreement or Lease. In connection with the foregoing, provision will be made for customary force majeure for delays and hindrances incurred by Selected Developer due to acts of God, fire or other casualty, war, public disturbance and/or strikes or other labor disturbances not attributable to the failure of Selected Developer to perform its obligations under any applicable labor contract or law and directly and adversely affecting same In connection with obtaining permits and approvals for the Air Rights Development Agreement, an additional force will be conditioned on the good faith and diligence of the Selected Developer and the absence of any defaults, whether related to the force majeure event or not. Notwithstanding the foregoing, neither the inability to obtain financing or Selected Developer’s financial condition shall constitute a force majeure event. i. Utility Easements. As a matter of federal and state policy, MassDOT is not able to agree to grant utility easements on its fee within the highway right-of-way in connection with the Air Rights Development project. If necessary, MassDOT will allow the Selected Developer to grant easements for utility connections to the project, provided that such utility easement is subordinated to the Lease and limited by the term of the leasehold. 5. Station Improvements Design Approach. As was presented throughout the RFP, the entire Project is intended to be an integrated approach to the design and construction of the Air Rights Development and the Hynes Station Improvements. While the Air Rights Development portion of the Project has rightly been the topic of much discussion and presentation both before OREAD and other public bodies, the Station Improvements portion has not. Proposers are asked to provide its development team’s approach to determining the elements, the design approach and the passenger amenities that a 21st century transit station should contain. It is suggested each of the Proposer’s teams look at examples in the Hong Kong, Singapore and other systems both in the United States and abroad. 6. Structural Accommodation of Future Bridge Repairs and Replacement. Because it is anticipated that the proposed Air Rights Development will have a structural life span longer than the existing Boylston Street and Massachusetts Avenue bridges, Proposers must provide a brief, conceptual description of how the proposed structural design will allow MassDOT to perform both minor and major repairs and replacements of the Boylston Street and Massachusetts Avenue bridges without requiring demolition or removal of large portions of the Air Rights development or incurring extraordinary costs. Particular, but not sole, attention should be paid to the future replacement by MassDOT of the transverse beams supporting the Boylston Street bridge, especially if the proposed Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 5 Air Rights Development design contemplates buildings over these beams. These descriptions should be narrative; they should not go into great technical detail. 7. Outstanding Requests for Information/Clarification. By electronic mail on November 21, 2014 and during the interviews with OREAD on November 24, 2014, all Proposers were asked to provide certain additional information and documentation to clarify their Proposals. To the extent that any such materials remain outstanding, Proposers must submit same with the response to this Addendum no later than the deadline set forth for responses to this Addendum 4 below in Section 10. 8. Proposal Clarifications and Revisions. In connection with each of the Proposals, OREAD directed questions to each Proposer during interviews regarding the financial proposal. MassDOT has also had the benefit, both in the interview and the public CAC presentations and meetings, to hear concerns about how the various proposals addressed development of the property. Each Proposer shall respond in writing to the questions and requests for additional information below. a. Program. i. Floor areas. With respect to program areas, clarify whether any adjacent or other off-site facilities are or are not included in the floor areas. ii. MBTA parking. Identify the location for the MBTA vehicle parking. b. Schedule. Provide an updated schedule. Please explain and discuss the permitting, design and construction phasing assumptions. 9. Best and Final Offers. OREAD also has reviewed and evaluated the financial proposal and financial feasibility of each proposed project. OREAD is seeking the further clarifications and additional information about each Proposer’s financial proposal, and is allowing – but not requiring – Proposers to submit a “Best and Final Offer.” There is no requirement to change original financial offers, but if a Proposer would like to revise and/or restructure its Rent offer, MassDOT will accept revised offers using the Revised Rent Form, Schedule 8, attached hereto. It is expected that any revisions to rent offers will increase and/or restructure the offer; OREAD will not entertain decreases in the Rent offered in the original Proposals. The Revised Rent Form has been revised for purposes of clarifying all the bids. All Proposers must complete all relevant sections of the Revised Rent Form, even if a Proposer elects not to revise its bid. Proposers are not to make changes to the form itself. a. Revised Rent Offer. Please provide a “Best and Final Offer”. It is OREAD’s objective to receive payments from the Selected Developer in a time frame that such payments can be used to fund portions of the Station design and/or construction. In preparing the Revised Rent Offer, please note the following: i. Non-recurring Rent. When listing “Non-recurring rent”, please list the event at which it will be due and payable. Examples of “events” shown on the Revised Rent From include: Development Agreement, Lease Execution, Station design completion, MEPA certification, Article 80 approval, Construction commencement, and Certificate of Occupancy. Proposers may wish to tie payments to other events. Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 6 ii. Fee Deposit. The Fee Deposit is not considered Rent and should not be included on the Revised Rent Form. The Fee Deposit, as it may be replenished, will be used to cover MassDOT’s Third-Party Costs, as described in Section V.C.5 of the RFP, subject to the provisions of Section V.C.23 of the RFP. iii. Submission and Development Deposits. The Submission Deposit and Development Deposit should be included in the first payment of Rent due at Lease closing, rather than listing them as separate payments. As described in Section V.C.6 of the RFP, MassDOT does not credit these payments until the closing, at which time they will be applied to Rent, subject to the provisions of Section V.C.23 of the RFP. iv. Pre-construction Rent. As provided in Section V.C.8 of the RFP, Pre-construction Rent also is not considered to be a component of the Rent offer. The amount of Pre-construction Rent is already established, and is not applicable to Rent due under the Lease. Pre-Construction Rent will serve as an incentive for the Selected Developer to complete Pre-construction activities and proceed to Lease closing as quickly as possible. v. Participation or performance-based Rent. If any Proposer elects to provide percentage and/or performance-based rent, including payments at time of future sales or re-financings, please provide backup and analysis as to the manner by which payments are calculated. If these payments are offered, payments placing MassDOT’s rent deep within a “waterfall” structure will be discounted significantly in MassDOT’s comparative analysis. vi. Additional Rent for Additional Density. If any Proposer is able to obtain City approval of additional density beyond that shown in its Proposal, MassDOT expects that OREAD will share in the financial benefit as to same. Please indicate in Section ___ of the Revised Rent Form a proposed formula for calculating additional rent on a “per units” and/or “per GSF” basis. Please note that OREAD will not entertain any decreases in the Rent offer if the Selected Developer is unable to obtain permits for the density indicated in the Proposal. vii. Project Financial Projections. To the extent changed by the Best and Final Offer or not previously provided, provide a the Project Financial Projections described in Section VI.D.3 of the RFP, including a development Budget and operating pr-forma. b. Financial Feasibility Questions and Requests for Information. With respect to the financial feasibility of the proposed project, please provide responses to all questions and requests for information below: i. Land value. Provide the pre-premium land value on a per-gross-square-foot basis for each use and for the project as a whole. Explain how the residual land value was calculated from these values. Provide a simple table showing this calculation, as shown below: Market Land Value (unencumbered) Less Extraordinary Cost—Deck Plus Typical Foundation Cost Less Net Premium Cost Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 $____ per GSF ($____) per GSF $____ per GSF ($____) per GSF 7 Less Other extraordinary costs, if any (specify) Air Rights Land Value ($____) per GSF $____ per GSF ii. Sales and rent assumptions. Provide backup as to how the rent and sales price assumptions for various project uses were derived. iii. Project returns. Show the returns and how they are calculated on the major project components: retail, rental housing, condominiums, student residences, hotel, and parking. To the extent applicable, provide separate financial analyses of the for-sale and rental components, demonstrating how the calculated returns on each are sufficient to raise the required equity. iv. MBTA space costs. Developer cost elements for the MBTA Station Improvements that are carried as part of the Air Rights Development project costs to be paid for by the Selected Developer, including: Core and shell space for the two MBTA Hynes Convention Station entrances included within the Air Rights Development. This figure should not include any costs for fitting out or equipping these spaces, on the design and construction of the spaces for the entrances. Core and shell space for the MBTA electrical equipment, including the new locations for the rectifying transformers, the unit substation, and the primary switching station. This figure should not include the cost of acquiring or installing any of the electrical equipment, only the design and construction of the spaces into which they will be relocated. v. Deck premium. MassDOT needs to understand the deck premium, not just the cost of the deck. Each Proposer should provide an estimate of the deck premium, including the deck cost, less the cost of a conventional foundation for a comparable building. vi. Partners and investors. Provide the following information regarding partners and investors: How will financing be structured? Who will provide the financing? Provide evidence of the ability of the Officers and Owners to raise the equity cited. Provide any letters of commitment from investors. Provide any commitment letters for partners that are contributing equity to the project in the form of land or buildings, and include any such contribution the financial analysis. 10. Deadline to Respond to Addendum 4. All Proposers must respond to this Addendum 4 on or before 10:00 AM on Monday, December 15, 2014 by delivering responses to this Addendum 4 in two formats: Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 8 a. Electronic format. Proposers must send both a PDF version and a MS Word version (to facilitate formatting for website posting) to MassDOT.RE@dot.state.ma.us MassDOT.RE@dot.ma.us with the subject line “PARCEL 13 PROPOSAL – ADDENDUM 4 SUBMISSION.” b. Paper format. Proposers must deliver a single paper original of the Addendum 4 Submission by hand to the Office of Real Estate and Asset Development, Massachusetts Department of Transportation, State Transportation Building, Ten Park Plaza, Suite 5720, Boston, MA 02116, ATTN: PARCEL 13 PROPOSAL ADDENDUM 4. Please note that all provisions regarding delivery of proposals in Section VI.2 of the RFP apply to the delivery of the paper response. Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 9 SCHEDULE 1 M/WBE UTILIZATION FORM In connection with the performance of this contract, the Proposer will cooperate with the MBTA in meeting its commitments and requirements with regard ensuring opportunities for creating a level playing field on which M/WBEs can compete fairly for opportunities. The Proposer shall complete and submit this M/WBE Utilization Form with its proposal to be included in the Station Improvements Designer Contract. What percentage of the cost for design services associated with the Station will be performed or supplied by certified M/WBEs? TOTAL M/WBE UTILIZATION: _________% NOTE: For each M/WBE supplying or performing a percentage of the contract amount, you must complete the attached M/WBE Participation Schedule. To the extent that the Proposer has not been able to secure M/WBE participation, the Proposer shall attach documentation demonstrating its good faith efforts to secure M/WBE participation. I hereby certify that the above information is true and accurate to the best of my knowledge: PROPOSER: ________________________________________________________ AUTHORIZED ________________________________________________________ SIGNATURE: NAME (PRINTED): ________________________________________________________ TITLE: ________________________________________________________ DATE: ________________________________________________________ Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 10 SCHEDULE 2 M/WBE PARTICIPATION SCHEDULE The Proposer shall complete the following information for any M/WBE for which a percentage is given in the M/WBE Utilization Form. The Proposer shall furnish the name and telephone number of the appropriate contact person should the Authority have any questions in relation to the information furnished herein. Name of Supplier or Subconsultant and Category (Indicate MBE or WBE) Address and Contact Information Description and Type of Service to be Performed or Material to be Supplied Beginning / Duration Percent of M/WBE Participation (Use additional sheet of paper, if necessary.) PROPOSER: ________________________________________________________ AUTHORIZED ________________________________________________________ SIGNATURE: NAME (PRINTED): ________________________________________________________ TITLE: ________________________________________________________ DATE: ________________________________________________________ Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 11 SCHEDULE 3 M/WBE LETTER OF INTENT (TO BE COMPLETED BY M/WBE FIRM) Name of Proposer Firm: Address: City: State: Zip: State: Zip: Name of M/WBE Firm: Address: City: Telephone: Description of work to be performed by M/WBE firm: The Proposer is committed to utilizing the above-named M/WBE firm for the work described above. The above work will not be sublet to a non-disadvantaged business enterprise at any tier. The undersigned will enter into a formal contract for the above work with the Proposer conditioned upon the Proposer’s award and execution of a contract with the MBTA. Affirmation The above-named M/WBE firm affirms that it will perform the portion of the Agreement as stated above. By: (Signature and Title of Authorized Official) Date: If the Proposer is not the Selected Developer, any and all representations in this Letter of Intent and Affirmations shall be null and void. Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 12 (Proposer shall submit this page for each M/WBE subconsultant.) SCHEDULE 4 M/WBE AFFIDAVIT STATE OF Date: COUNTY OF S.S. The undersigned being duly sworn, deposes and says that he/she is the (Sole Owner; Partner, President, Treasurer, or Other Duty Authorized Official of a Corporation) of (name of M/WBE) and certifies that since the date of its certification by (SDO) the certification has not been revoked nor has it expired nor has there been any change in the minority status of (Name of M/WBE) (Signature and Title of Person Making Affidavit) Sworn to before me this day of , 20 Notary Public: My commission expires: NOTE: The Proposer must attach the M/WBE’s most recent certification letter or other documentation establishing M/WBE cetification to this affidavit. Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 13 SCHEDULE 5 STATION IMPROVEMENTS DESIGNER CONTRACT PROVISIONS C#. EQUAL EMPLOYMENT OPPORTUNITY / AFFIRMATIVE ACTION A. B. The MBTA is committed to Affirmative Action and Equal Opportunity and expects Proposers to adopt, at minimum, the same level of commitment to equal opportunity and the creation of a diverse workforce that is inclusive of minorities and women. 1. In connection with the execution of this contract, the consultant shall not discriminate against any employee or applicant for employment because of race, color, sex, national origin, religion, age, disability or veteran status. 2. The consultant shall take affirmative action to insure that applicants are employed, and that employees are treated during their employment without regard to race, age, religion, color, sex, national origin, disability or veteran status. 3. Such actions shall include, but not be limited to the following; employment, upgrading, demotion, or transfer; layoff, or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. 4. The Massachusetts Bay Transportation Authority is an equal opportunity employer. Upon request, the consultant shall provide certification(s) of compliance with Federal and State Equal Opportunity Laws. Contract Assurance The Proposer and its consultants, consultants, subconsultants, and suppliers shall not discriminate on the basis of race, color, national origin, sex, or other protected category as defined by Massachusetts law in the performance of this Contract or any contracts funded in whole or in part with financial assistance from the Commonwealth of Massachusetts. The Proposer shall take all necessary and reasonable steps to ensure nondiscrimination in the award and administration of contracts funded in whole or in part with financial assistance from the Commonwealth of Massachusetts. Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 14 C# MINORITY AND WOMEN OWNED BUSINESS ENTERPRISE PARTICIPATION (M/WBE) The M/WBE participation documentation and associated forms: the M/WBE Utilization Form, M/WBE Participation Schedule, M/WBE Letter of Intent, and M/WBE Affidavit, along with the consultant’s approved M/WBE Plan are incorporated by reference into the contract. Upon award of the contract and on a quarterly basis thereafter, the consultant must submit executed subcontracts or purchase orders to the MBTA for all M/WBE identified on the M/WBE Participation Schedule. A. Purpose It is the policy of the Commonwealth and the MBTA to promote equity of opportunity in state contracting; and, to that end, encourage full participation of minority and women owned businesses in all areas of state contracting. It is the MBTA’s intention to create a level playing field on which minority and women owned businesses can compete fairly for contracts. It is also the MBTA’s goal to: B. • Ensure nondiscrimination in the award and administration of contracts funded in whole or in part with financial assistance from the Commonwealth of Massachusetts; • Ensure efforts to promote contracting with minority and women owned businesses are narrowly tailored in accordance with applicable law; • Help remove barriers to the participation of minority and women owned businesses in contracts funded in whole or in part with financial assistance from the Commonwealth of Massachusetts; and • Assist in the development of minority and women owned firms that can compete successfully in the marketplace. M/WBE Participation The Authority strongly encourages the use of Minority Owned and Women Owned Business Enterprises (M/WBE) as consultants, contractors, subconsultants, subcontractors, and suppliers. This is in addition to all other equal opportunity employment requirements of this Contract. The consultant shall cooperate with the Authority to seek opportunities for M/WBE participation. The consultant shall exercise good faith efforts to achieve this goal. Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 15 C. Termination of M/WBE Subconsultant The consultant shall not terminate for convenience the M/WBE subconsultant (s) listed in the M/WBE Participation Schedule and then perform the work of the terminated M/WBE subconsultant with its own forces or an affiliate, without the MBTA’s prior written consent. When a M/WBE subconsultant is terminated or fails to complete its work on the Station Improvements Designer Contract for any reason, the consultant shall make good faith efforts to find another M/WBE subconsultant to substitute for the original M/WBE and immediately notify the Authority in writing of its efforts to replace the original M/WBE. D. Continued Compliance The Authority shall monitor the Proposer’s M/WBE utilization during the life of the contract. The Proposer shall submit quarterly written reports to the Authority that summarize the total M/WBE value for this contract. These reports shall provide the following details: • M/WBE utilization established for the contract; • Total value of expenditures with M/WBE firms for the quarter; and • Total value of expenditures with M/WBE firms from inception of the contract. Reports and other correspondence must be submitted to the Director of Compliance, Office of Diversity and Civil Rights with copies provided to the Project Manager. Reports shall continue to be submitted quarterly until final payment is issued or until M/WBE participation is completed. The consultant shall permit the Authority to have access to necessary records to examine information as the Authority deems appropriate for the purpose of investigating and determining compliance with the M/WBE participation provisions, including, but not limited to, records of expenditures, invoices, and contract between the consultant and other M/WBE parties entered into during the life of the contract. All data and record(s) pertaining to M/WBE participation shall be maintained by the consultant. Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 16 SCHEDULE 6 LANE CLOSURE POLICY MassDOT District 6 Turnpike Coordinating Group Policy on Access to Perform Work on the Massachusetts Turnpike There is hereby established the Turnpike Coordinating Group (TCG). The TCG shall be the official MassDOT organization responsible for coordinating and scheduling all work on the Turnpike and shall set the conditions under which any work shall take place. The TCG shall be under the control and supervision of the District Engineer. Developers and contractors wishing to undertake work within the right of way of the turnpike are required to work through the TCG. The TCG exists to ensure that all work required by contractors or by MassDOT is undertaken in a safe, coordinated, convenient and professional manner. The Group is further intended to provide guidance to private developers or contractors on meeting the scheduling needs of all projects taking place on the turnpike. Prior to the start of any work, any Contractor requesting scheduled time on the turnpike shall meet with MassDOT Operations & Maintenance or designee to review the Contractor’s work plan on regarding the approach to execution of the various work items including the amount of crews the Contractor intends to utilize nightly, and the level of needed traffic support that anticipated. The Contractor’s plan shall work within the limits of the Traffic Management Plan (TMP) contained within the pre-approved plans/permit, and shall be approved by District Operations & Maintenance or assigned Engineer. If the Contractor requires access to locations beyond those shown in the Contract TMP’s, the Contractor shall submit a new Traffic Management Plan stamped by a Massachusetts Registered professional Engineer for review and approval. The Contractor shall submit all Access Work Requests (AWR) to the Engineer as necessary to perform the work. Each Thursday, MassDOT will have an access meeting of the Turnpike Control Group to discuss proposed work for the following week. The meeting will take place at 9 A.M. on the 10th floor of 185 Kneeland Street, Boston, MA. The meeting is for MassDOT to coordinate all entities that are requesting access to MassDOT facilities. All work shall be scheduled through MassDOT’s access procedure as outlined in the permit/contract and as discussed at a pre-construction meeting (see Figure 1, “Access Work Request” form). At the pre-construction meeting, developers and contractors shall discuss future requests for access with the District Engineer or his designee. The Contractor shall notify the Engineer in writing two (2) weeks in advance of any proposed temporary roadway closures necessary to complete the work. While the District Engineer may apply specific conditions to any project, several general considerations apply to all projects. These include, but are not limited to the following: Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 17 • No roadways, ramps or travel lanes shall be closed to traffic without prior written approval of the District Operations & Maintenance Engineer and all appropriate detours have been approved. • Signs having messages that are irrelevant to normal traffic conditions will be removed or properly covered at the end of each work period. Signs are to be kept clean at all times, and legends shall be distinctive and unmarred. • All work in the supply and exhaust air plenums (above ceiling, behind occasional wall panels and below the roadway) shall conform to MassDOT’s confined space access procedures. All personnel shall be required to attend confined space entry training prior to entering the plenums. MassDOT will provide the training for the Contractor’s personnel at a date, time and location to be determined. • The Contractor shall provide all necessary personal protective equipment including equipment for confined space access for its own personnel and sub-contractors. • The Contractor shall take precautions to the satisfaction of the Engineer that all tools, equipment, materials, etc, be secure while transporting, utilizing, or installing to ensure that objects cannot fall onto live traffic on the roadway below while working above the roadway in the exhaust air plenum. • Electricity and lighting shall be supplied by the Contractor. The use of any flammables is prohibited within the tunnel plenum systems. The use of water is to be controlled in a fashion to ensure absolutely no water spills inside of the tunnel system. Temporary electrical power sources or other utility services that are needed to complete the work shall be considered incidental to the work. In all matters relating to access to the Turnpike, lane closure or other conditions within the Turnpike right of way, the District Engineer shall have complete and sole jurisdiction. The District Engineer may impose any conditions, timing, scheduling or other considerations which in his judgment is necessary for the efficient and safe operation of the turnpike and to allow MassDOT to undertake projects or operations as it sees fit. Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 18 SCHEDULE 7 AIR RIGHTS INSPECTION PROTOCOL Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 19 SCHEDULE 8 REVISED RENT FORM Parcel 13 – Hynes Station RFP: Addendum 4 December 8, 2014 20