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REQUEST FOR PROPOSALS L.G. - NORTH AIRFIELD AREA WORCESTER REGIONAL – FOXTROT NORTH AREA

February 28, 2018

Dear Proposer:

The Port Authority (the “Authority” or “Massport”), owner and operator of L.G. Hanscom Field (“Hanscom”) in Bedford Massachusetts and Worcester Regional Airport (“Worcester”) in Worcester Massachusetts is pleased to issue this Request for Proposals (“RFP”) for the development and lease of facilities at Hanscom and Worcester.

This RFP offers one area available for development at Hanscom and one area available for development at Worcester. The Authority is accepting proposals for development at either Hanscom or Worcester. However, in an effort to promote the Authority’s goal of concurrent development at Hanscom and Worcester, the Authority favors proposals that provide for development at both Hanscom and Worcester.

A site tour for Hanscom will be held on March 21, 2018, at 10:00 am in the 3rd Floor Conference Room at the Civil Air Terminal, L.G. Hanscom Field, 200 Hanscom Dr., Bedford, MA. If you wish to tour Hanscom, you must contact Jill Cleary at [email protected] no later than March 14, 2018.

A site tour for Worcester will be held on March 21, 2018 at 2:00 pm on the 2nd Floor of the Terminal Building at Worcester Regional Airport, 375 Airport Drive, Worcester, MA. If you wish to tour Worcester, you must contact Jill Cleary at [email protected] no later than March 14, 2018.

All questions regarding this RFP must be submitted in writing to Massport by March 28, 2018 at 12 noon. Questions submitted in writing and questions submitted at the site tour will be responded to promptly in writing as addenda to this RFP and posted on the Authority’s website, www.massport.com.

The original and ten (10) additional copies of your sealed proposal must be received by the Authority at or prior to 12 noon, local time on April 27, 2018 at the office of Mr. Michael A. Grieco, Assistant-Secretary Treasurer, Massachusetts Port Authority, Logan Office Center, One Harborside Drive, Suite 200S, East , MA 02128-2909. All proposals must be delivered in sealed envelopes bearing on the outside the name and address of the proposer and identified as follows:

“L.G. Hanscom Field - North Airfield Area

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Worcester Regional Airport - FoxTrot North Area”

The Authority will not accept any proposals received after 12 noon, local time on April 27, 2018.

A proposal deposit in the amount of Twenty Thousand Dollars ($20,000) per individual site in the form of a certified check, a treasurer’s check or cashier’s check issued by a bank or trust company, payable to the Massachusetts Port Authority, must accompany the proposal (the “Proposal Deposit”). The envelope containing the original proposal and Proposal Deposit must be clearly marked “Contains Original Proposal and Proposal Deposit.” Upon award of the Lease Agreement to the successful proposer(s), the Authority will return the Proposal Deposits to the unsuccessful proposers.

The Authority is soliciting competitive proposals pursuant to a determination that such process best serves the interests of the Authority, and not because of any legal requirement to do so. Proposals that are incomplete, conditioned or are otherwise not in conformance with the RFP may be rejected by the Authority in its sole discretion. Any and all proposals may be rejected if there is reason to believe that collusion exists between or among proposers. The Authority reserves the right to amend this RFP prior to the date for submission of proposals and to extend the deadline for receipt of proposals if it is deemed to be in the Authority’s best interest. The Authority reserves the right to cancel this RFP at any time prior to the execution of the Lease without any liability to the Authority. The Authority reserves the unqualified right to waive any informality, deviations, mistakes, and matters of form rather than substance. The Authority is not required to select the highest revenue proposal, but, rather, will select the proposal(s) that is deemed to be in the best interest of the Authority. The Authority will not award the Lease(s) to any proposer(s) who is not capable, in the Authority’s judgment, of developing the Site(s) in accordance with this RFP and performing the terms and conditions of the Lease Agreement(s). The Authority reserves the right to request a best and final offer from one or more proposers.

Authorization to enter into a lease agreement (the “Lease” or “Lease Agreement”) and to proceed with development is subject to the approval of the Members of the Authority (the “Authority’s Board”).

Thank you for your interest and we look forward to receiving your proposal.

Sincerely,

Jill Cleary Airport Leasing Business Manager Massachusetts Port Authority 2 | P a g e

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REQUEST FOR PROPOSALS

FOR

L.G. HANSCOM FIELD – NORTH AIRFIELD AREA

WORCESTER REGIONAL AIRPORT – FOXTROT NORTH AREA

February 28, 2018

Massachusetts Port Authority One Harborside Drive, Suite 200S East Boston, MA 02128

A site tour will be held on March 21, 2018 at 10:00 am in the 3rd Floor Conference Room at the Civil Air Terminal, L.G. Hanscom Field, 200 Hanscom Drive, Bedford, Massachusetts. If you wish to tour Hanscom, please contact Jill Cleary at [email protected] no later than March 14, 2018.

A site tour will be held on March 21, 2018 at 2:00 pm on the 2nd Floor of the Terminal Building at Worcester Regional Airport, 375 Airport Drive, Worcester, Massachusetts. If you wish to tour Worcester, please contact Jill Cleary at [email protected] no later than March 14, 2018.

Any questions should be referred via e-mail to Jill Cleary, Airport Leasing Business Manager, at [email protected] or in writing to, Massachusetts Port Authority, One Harborside Drive, Suite 200S, East Boston, MA 02128-2909, Attention: Jill Cleary, Airport Leasing Business Manager.

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REQUEST FOR PROPOSALS

L.G. HANSCOM FIELD – NORTH AIRFIELD AREA

WORCESTER REGIONAL AIRPORT – FOXTROT NORTH AREA

CONTENTS

Section 1 General Overview provides a framework for developing proposals.

Section 2 Instructions to proposers outlines specific instructions and procedures relating to the proposal process.

Section 3 The Proposal Form is the document which dictates the form of the response to the Authority’s Request for Proposals.

Sections 1, 2, and 3, along with all referenced attachments comprise the complete Request for Proposals package.

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TABLE OF CONTENTS

SECTION 1: GENERAL OVERVIEW...... 8 1.1 Background ...... 8 1.2 Goals and Objectives/Project Description...... 9 1.3 Sites ...... 10 1.3.1 Hanscom ...... 10 1.3.2 Worcester ...... 11 1.4 Permitted Uses...... 11 1.5 Condition of the Sites...... 11 1.5.1 Utilities ...... 12 1.5.2 Environmental Permitting and Schedule ...... 12 1.5.3 General Permitting and Construction...... 13 1.6 Project Schedule...... 13 1.7 Facilities Upkeep ...... 14 1.8 Execution of Lease Agreement ...... 14 1.9 Reimbursement ...... 15 1.10 Lease Term...... 15 1.11 Financial Proposal ...... 15 1.12 Non-Discrimination and Diversity ...... 17 SECTION 2: INSTRUCTIONS FOR PROPOSAL SUBMISSION ...... 19 2.1 General Instructions ...... 19 2.2 Written Questions ...... 20 2.3 Site Tours ...... 20 2.4 Proposal Format/Content...... 21 2.5 Addenda ...... 21 2.6 Proposal Submission ...... 21 2.7 Proposer Changes ...... 21 2.8 Signature of Proposer ...... 21 2.9 Delivery of Proposals ...... 22 2.10 Withdrawal of Proposals ...... 22 2.11 Rejection of Proposals/Authority’s Right to Amend, Extend, Postpone and Cancel this RFP...... 23 2.12 Evaluation Process ...... 23 2.13 Notification and Award………………………………………………………...23 2.14 Execution of Lease Agreement, Payment and Performance Bond ...... 24 2.15 Proposal Deposit ...... 24 2.16 General Conditions ...... 24 2.16.1 Conflict of Interest ...... 24 2.16.2 Proprietary Information, Non-Disclosure ...... 25 2.16.3 Representations Made by Proposer ...... 26

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2.17 Miscellaneous Provisions ...... 26 SECTION 3: PROPOSAL FORM ...... 27 3.1 Background Information ...... 28 3.2 Operating Experience ...... 29 3.3 Description of the Development Team ...... 29 3.4 Project Description ...... 30 3.5 Design Development Guidelines and Planning Principles Information...... 31 3.6 Other Pertinent Information ...... 31 3.7 Financial Information ...... 31 3.8 Management Plan ...... 32 3.9 Operations Plan ...... 33 3.10 Security/Safety Plan ...... 33 3.11 Non-Discrimination ...... 33 3.12 Acknowledgments ...... 34

LIST OF ATTACHMENTS

Hanscom Attachments

North Airfield Area Site Plan Attachment A-1 North Airfield Area Survey Attachment A-2

Worcester Attachments

Foxtrot North Area Site Plan Attachment B-1 Foxtrot North Area Survey Attachment B-2

General Attachments

Draft Lease Agreement Attachment C

Financial Attachments

Package D – Hanscom Only Proposer Hanscom Summary Form Attachment D-1 Hanscom Pro-Forma Attachment D-2(a) Hanscom Financial Proposal Form Attachment D-3(a) Hanscom Minimum Capital Investment Form Attachment D-4(a) Hanscom Pro-Forma with Facility Fee Attachment D-2(b) Hanscom Financial Proposal Form with Facility Fee Attachment D-3(b) Hanscom Minimum Capital Investment Form with Facility Fee Attachment D-4(b) Hanscom Summary of Financial Statements & Other Information Attachment D-5

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Package E – Worcester Only Proposer Worcester Summary Form Attachment E-1 Worcester Pro – Forma Attachment E-2 Worcester Financial Proposal Form Attachment E-3 Worcester Minimum Capital Investment Form Attachment E-4 Worcester Summary of Financial Statements & Other Information Attachment E-5

Package F – Hanscom and Worcester Proposer Hanscom and Worcester Summary Form Attachment F-1 Hanscom and Worcester Pro-Forma Attachment F-2(a) Hanscom and Worcester Financial Proposal Form Attachment F-3(a) Hanscom and Worcester Minimum Capital Investment Form Attachment F-4(a) Hanscom and Worcester Pro Forma with Facility Fee Attachment F-2(b) Hanscom and Worcester Financial Proposal Form with Facility Fee Attachment F-3(b) Hanscom and Worcester Minimum Capital Investment Form with Facility Fee Attachment F-4(b) Hanscom and Worcester Summary of Financial Statements & Other Information Attachment F-5

Design Development Guidelines Attachment G

List of On-Line References

Hanscom Hanscom Field 2012 Environmental Status and Planning Report 2012 Hanscom ESPR

Worcester 2014 Worcester Proposed Hangar Development Environmental Assessment Draft Environmental Assessment

General Authority’s Tenant Alteration Application http://www.massport.com/media/1154/taa-guide-2016-interim-update.pdf

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REQUEST FOR PROPOSALS

L.G. HANSCOM FIELD – NORTH AIRFIELD AREA

WORCESTER REGIONAL AIRPORT – FOXTROT NORTH AREA

SECTION 1: GENERAL OVERVIEW

1.1 Background

The Authority is the owner and operator of L.G. Hanscom Field and Worcester Regional Airport.

Hanscom is New England’s premier airport serving the flying needs of the region’s high technology corporations, research and development firms and educational institutions. Hanscom is the second busiest airport in New England with 121,786 operations in calendar year 2016. Boston Logan International Airport (“Logan”) is the busiest airport in New England and Hanscom serves as the general aviation reliever for Logan. Major users of the airport are corporate aviation, flight schools, air charter services, and private pilots flying for business and recreational purposes. Located approximately 15 miles northwest of Boston, Hanscom has convenient access to Interstate 95/Route 128.

Hanscom is located principally in the Town of Bedford, Massachusetts. It encompasses approximately 1,300 acres. Hanscom has two runways of 7,011 and 5,107 feet, respectively, three first-class fixed base operators, general aviation hangars, t-hangars, a terminal building, and aircraft tie-down ramps.

General aviation operations at Hanscom, including business related activity, charters, light cargo, flight training, and recreational flying currently represent 99% of the activity at Hanscom; transient military aircraft conduct less than one percent of the operations.

Worcester is a vital hub for the transportation network and economic development of Central Massachusetts. Worcester covers approximately 1,300 acres of land in Worcester and Leicester.

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Total operations (takeoffs and landings) for 2016 were 35,303. Major Worcester users are commercial service, corporate aviation, flight schools, large air charter service, and private pilots flying for business and recreational purposes.

Worcester has the following infrastructure and facilities: two runways ( 11-29 is 7,000 feet long and Runway 15-33 is 5,000 feet long); 59,000 square-foot terminal building with four gates (two of which have jet bridges); apron areas that provide parking for general aviation aircraft and commercial aircraft, large charter aircraft; a multi-tenant fuel farm; hangars and other airport-related facilities. JetBlue Airways Corporation (“JetBlue”) currently offers commercial service with two daily flights to Florida (Orlando and Fort Lauderdale). JetBlue is scheduled to begin commercial service to New York’s Kennedy Airport in May 2018. The Authority is in the process of upgrading the Instrument Landing System on Runway 11-29 from Category I to Category III. The transition to Category III is expected to occur in the Spring 2018. These upgrades significantly improve landing reliability in low visibility conditions.

1.2 Goals and Objectives/Project Description

The proposer(s) selected for this RFP will be responsible for the development, financing, design, construction, operation, and maintenance for one or more hangar facilities at Hanscom and the development, financing, design, construction, operation, and maintenance for one or more hangar facilities at Worcester.

The Authority has established overriding planning principles and goals for Hanscom and Worcester to ensure that use and development of the Sites includes:

• Concurrent development at Hanscom and Worcester. • Enhanced revenue to the Authority. • Development compatible with operational features that make Hanscom and Worcester corporate and general aviation and supports the needs of the Hanscom and Worcester users. • Compliance with the security and safety requirements of Hanscom and Worcester, the FAA, TSA, other agencies and the Authority. • A positive impact on the physical environment including LEED and sustainability efforts.

This RFP offers one area for development at Hanscom, the North Airfield Area (the “Hanscom Site”) and one area for development at Worcester, the Foxtrot North Area (the “Worcester Site” and together with the Hanscom Site, the “Sites”). In an effort to promote the Authority’s goal of concurrent development at Hanscom and Worcester, the Authority favors proposals that provide for development at both Hanscom and Worcester. However, the proposer is not required to propose development at both the Worcester Site and the

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Hanscom Site. In other words, a proposer may propose development at the Hanscom Site or the Worcester Site or both the Hanscom Site and the Worcester Site.

1.3 Sites

1.3.1 Hanscom

This RFP offers 110,000 square feet of hangar development including office space at Hanscom, but not including square footage required for any associated new aprons for the facilities. Per the Hanscom Field 2012 Environmental Status and Planning Report (“2012 ESPR”), the Authority has conducted environmental review for the development of 165,000 square feet of hangar space in the North Airfield Area by 2020. This development concept does not include the square footage required for any associated new aprons and taxilane for the facilities. Due to potential development in the Pine Hill area of Hanscom, the Authority is considering relocating t-hangars currently located in the Pine Hill area (the “Pine Hill T-Hangars”) to the North Airfield. The Pine Hill T-Hangars occupy approximately 55,000 square feet. The Authority has reserved a site for the relocated t-hangars in the North Airfield. This reserved location is not available for development. As a result of the potential relocation of the Pine Hill T-Hangars, approximately 110,000 square feet of hangar development remains available per the 2012 ESPR analysis.

The North Airfield Area at Hanscom is comprised of approximately 305,791 square feet of land (the “North Airfield Area”) and is accessed via Hartwell Road in Bedford, MA. The North Airfield Area contains one development site of approximately 110,000 square feet including office space and will accommodate one or multiple hangars (the “Hanscom Development”). The Authority will accept proposals that build out the entire 110,000 square feet of the Hanscom Development or a portion thereof. In the event that a portion of the Hanscom Development is accepted for development, the Authority may allocate the location within the Hanscom Development in order to preserve optimal future hangar development. All hangars must be constructed in the area identified on Attachment A-1. The option to install a fuel facility for self-fueling purposes will be at the discretion of the proposer. The option to operate a fuel facility with fuel sales to the aeronautical public will be permitted for current Class I Full Service Fixed Base Operators at Hanscom. If a fuel facility is included, the proposer’s fueling facility must comply with all applicable federal, state, local, and Authority’s rules and regulations.

The Authority will begin construction of an Aircraft Design Group III (“ADG III”) taxilane on the North Airfield Area upon completion of permitting outlined in Section 1.5 (the “Authority’s Development Work”).

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1.3.2 Worcester

This RFP offers 50,000 square feet of hangar development including office space at Worcester, but not including square footage required for any associated new aprons for the facility. The Foxtrot North Area at Worcester is comprised of approximately 122,870 square feet of land (the “Foxtrot North Area”) and is accessed via Maintenance Road off Airport Drive. The Foxtrot North Area contains one development site of approximately 50,000 square feet including office space and will accommodate one or multiples hangars (the “Worcester Development”), as set forth in the 2014 Worcester Proposed Hangar Development Environmental Assessment (“2014 Worcester EA”). The Authority will consider proposals for development of the Foxtrot North Area for the purposes of accommodating one or more hangars at alternative locations in the Foxtrot North Area, but in no event will development exceed 50,000 square feet of hangar space, including office space. All hangars must be constructed in the area identified on Attachment B-1. The option to install a fuel facility for self-fueling purposes will be at the discretion of the proposer. The option to operate a fueling facility with fuel sales to the aeronautical public will be permitted for current Full Service Fixed Base Operators at Worcester. If a fuel facility is included, the proposer’s fueling facility must comply with all applicable federal, state, local, and Authority’s rules and regulations.

Please note that full size plans and copies of the 2012 ESPR, 2014 Worcester EA and the Authority’s Tenant Alteration Application (“TAA”) process are available on the Authority’s website.

1.4 Permitted Uses

Permitted uses for the Sites includes the storage, servicing, maintenance of aviation aircraft, general office use for aviation-related communications, operations, support, training and administrative functions, and tenant employee areas. Future permitted uses at the Sites shall be for aviation-related activities only. The Authority has completed the Hanscom 2012 ESPR. This document provides an excellent database and technical analyses and includes the most recent analysis information related to Hanscom and is available for review on the Authority’s website. Previous studies which have been completed include the Hanscom 2005 ESPR. The Authority has also prepared the Worcester 2014 EA (October 28, 2014) outlining permitted uses that have already completed review under the National Environmental Policy Act (“NEPA”), which is available for review on the Authority’s website. For the most current information on activity at Hanscom and Worcester visit http://www.massport.com/massport/about- massport/project-environmental-filings/

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Except for the construction of the taxi lane in the North Airfield Area, the Sites will be delivered to the successful proposer in their then condition, “as is”, including, without limitation, legal title, subsurface conditions, the presence of oil or hazardous materials, its present use and non-uses, and laws ordinances and regulations affecting the same. The Authority makes no representation or warranties of any kind, express or implied, in fact or in law, with respect to such condition or the suitability of the Sites for uses contemplated herein. Except for the construction of the taxi lane in the North Airfield Area, the Authority shall have no obligation to do any work on or with respect to the Sites.

The North Airfield Area Site Plan and North Airfield Area Survey are shown in the Attachments A-1 and A-2 respectively. The Foxtrot North Area Site Plan and Foxtrot North Area Survey are show in the Attachments B-1 and B-2 respectively. Detailed design and construction surveys will be the responsibility of the proposer. The proposer will be responsible for geotechnical investigations required to support the project development.

1.5.1 Utilities

The Authority shall have no obligation to provide utility services to the successful proposer. The proposer shall obtain all utilities from third party providers and shall pay the appropriate utility company for all costs and invoices associated therewith.

1.5.2 Environmental Permitting and Schedule

Hanscom – the Authority’s Development Work

Development is subject to applicable local, state, and federal environmental laws and regulations. The Authority will advance the Authority’s Development Work through the National Environmental Policy Act (“NEPA”) and where applicable, the Massachusetts Environmental Policy Act (“MEPA”) processes. The Authority estimates that the permitting process outlined above will take approximately 6 months to complete; however, the permitting process could take longer than anticipated. Once permitting is complete for the Authority’s Development Work, the successful proposer may begin the Hanscom Development, subject to obtaining all permits, licenses and approvals, including the Authority’s.

Hanscom Development

The successful proposer is responsible for identifying applicable environmental permitting regulations, including any wetland, wildlife habitat, or storm water permitting, based upon the proposed development plan(s) and is responsible for

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securing other applicable local, state, and/or federal permits depending upon the specific development plan(s) and will work closely with the Authority through the permitting process. The Authority will advance the development plans of the North Airfield Area through the NEPA and where applicable, the MEPA processes. To the extent that the proposed Hanscom Development does not conform with any NEPA and/or MEPA approvals, the successful proposer will be required to obtain NEPA and/or MEPA consent in close coordination with the Authority. All permitting must be complete prior to the commencement of the successful proposer’s Hanscom Development. The 2012 Hanscom ESPR is a useful resource in evaluating those potential permit and approval requirements.

Worcester Development

The Authority has completed all of its required permitting at Worcester. The status of the Worcester permitting is available for review in the 2014 Worcester EA. The successful proposer is responsible for identifying applicable environmental permitting regulations, including any wetland, wildlife habitat, or storm water permitting, based upon the proposed development plan(s) and is responsible for securing other applicable local, state, and/or federal permits depending upon the specific development plan(s) and will work closely with the Authority through the permitting process. To the extent that the proposed development does not conform with any NEPA and/or MEPA approvals, the successful proposer will be required to obtain NEPA and/or MEPA consent in close coordination with the Authority. All permitting must be complete prior to commencement of the successful proposer’s Worcester Development.

1.5.3 General Permitting and Construction

The successful proposer shall be subject to all applicable federal, state, and local permitting requirements, including all related costs. The proposed construction of any new buildings will be subject to the state building code, as enforced by the Department of Public Safety. The successful proposer shall be the proponent in all permitting processes. The Authority reserves the right to approve all permit applications before submission and will support the successful proposer as necessary in the permitting processes at the successful proposer’s expense.

All design and construction documents will be subject to review and approval by Massport prior to the start of construction and compliance with the Authority’s TAA process and the Design Development Guidelines incorporated as Attachment G.

1.6 Project Schedule

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In Section 3 of this RFP, proposers must provide the Authority with a project schedule that sets forth key milestone dates, including design milestones, commencement of construction, substantial completion and certificate of occupancy. All logistical, legal and required permits should be factored into this schedule.

The Authority has undertaken the permitting process described in section 1.5.2 at Hanscom. The Authority anticipates that permitting will be complete in Summer 2018; however, the permitting could take longer than anticipated. The Authority will begin construction of the taxilane once the permitting process is complete. The successful proposer will be able to begin construction of the Hanscom Development, once the permitting process is complete. The Authority anticipates the taxilane construction to be complete in approximately 18 months after permitting is complete.

The status of Worcester permitting is available for review in the 2014 Worcester EA. The successful proposer will be able to begin construction of the Worcester Development, upon execution of the Lease provided that proposed development is within the permitting scope set forth in the 2014 Worcester EA.

1.7 Facilities Upkeep

The proposer must provide a plan of annual maintenance and upkeep (“Facilities Upkeep Plan”) that maintains improvements, fixtures and equipment and landside and airside surfaces and areas, including the public landscape. Proposers must identify a minimum facilities upkeep budget which will be the minimum annual amount the proposer will spend in facilities upkeep and maintenance (the “Minimum Facilities Upkeep Budget”). All capital improvements made to the Sites throughout the term shall be performed in accordance with the TAA process and the terms of the lease between the Authority and the successful proposer(s).

1. 8 Execution of Lease Agreement

The successful proposer(s) must, within sixty (60) days after receipt of the lease, execute the lease (or more than one lease, if applicable) in substantially the form of the Draft Lease (“Draft Lease”), as shown in Attachment C, as modified in accordance with the terms of the successful Proposal(s) and as deemed necessary or desirable by the Authority’s legal counsel. If the proposer objects to any of the terms and conditions of the Draft Lease, proposer must specify the issue(s) and suggest such change(s) in an addendum to the Proposal Form for the Authority’s consideration. The Authority reserves the right to accept or reject any suggested changes to any of the documents.

The Lease(s) will be entered into between the Authority as landlord and the successful proposer(s), as tenant.

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In the event that the successful proposer does not execute and deliver to the Authority the Lease Agreement in substantially the form of the Draft Lease within sixty (60) days after receipt of the Lease, the Authority has the right to terminate negotiations with the successful proposer and retain the Proposal Deposit as liquidated damages and not as a penalty. Proposer(s) agrees that the deposit amount is a reasonable forecast of potential damages which would be incurred by the Authority in event the successful proposer(s) fails to enter into the Lease Agreement.

1.9 Reimbursement

The successful proposer(s) shall reimburse the Authority for all of its third-party legal expenses and other third-party expenses incurred from the date of designation of the successful proposer(s).

1. 10 Lease Term

The term (“Term”) of the Lease(s) shall be a period of twenty (20) years. The proposer may request up to two (2) additional five-year options to extend the term, subject to Annual Ground Rent being reset at the beginning of each option term to the then current market rates. The proposer may propose an alternate term based on the proposed development. The Term shall commence upon execution of the Lease (“Term Commencement Date”).

1.11 Financial Proposal

Proposers shall submit a specific rent structure associated with its proposed development. The typical financial model for developments at Hanscom and Worcester includes an annual ground rent (the “Annual Ground Rent”) plus, if applicable, commission fees.

A. Annual Ground Rent, the amount which the successful proposer(s) agrees to pay the Authority on an annual basis without offset or deduction. The Annual Ground Rent shall be adjusted annually by the greater of 3% and the percentage change in the Consumer Price Index (“CPI”).

Hanscom Only Proposers Proposers at Hanscom must submit financial proposals for Annual Ground Rent in two possible scenarios:

Scenario A Proposer must submit a financial proposal for Annual Ground Rent based upon a per square foot rate only.

 Payment of Annual Ground Rent shall begin upon the earlier to occur of 1) the issuance of a Certificate of Occupancy and 2) 18

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months after the environmental permitting process, as identified in Section 1.5.2, is complete for the Site.

Scenario B Proposer must also submit a financial proposal for Annual Ground Rent based upon a per square foot rate plus an additional $3 Million facility fee payment (the “Facility Fee”).

 Payment of Annual Ground Rent shall begin upon the earlier to occur of 1) the issuance of the Certificate of Occupancy and 2) 18 months after the environmental permitting process, as identified in Section 1.5.2, is complete for the Site; and

 Payment of the Facility Fee shall be as follows: Fifty percent (50%) must be paid upon execution of the Lease Agreement and the remaining fifty percent (50%) must be paid upon the earlier to occur of 1) the issuance of a Certificate of Occupancy and 2) 18 months after the environmental permitting process, as identified in Section 1.5.2, is complete for the Site.

Proposer may also propose a construction rent (“Construction Rent”) which shall commence upon the Term Commencement Date and terminate upon the Annual Ground Rent commencement.

Worcester Only Proposers Proposers at Worcester must submit a financial proposal for Annual Ground Rent based upon a per square foot rate.

 Payment of Annual Ground Rent shall begin upon the earlier to occur of 1) the issuance of a Certificate of Occupancy and 2) 18 months after the execution of the Lease Agreement.

Proposer may also propose a Construction Rent which shall commence upon the Term Commencement Date and terminate upon the Annual Ground Rent commencement.

Hanscom and Worcester Proposers

Proposers submitting proposals at both the Hanscom and Worcester locations must submit financial proposals as outlined above for the Hanscom proposal (Scenario A and Scenario B) and a corresponding Worcester proposal for each Scenario.

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B. Commission Fees – The successful proposer(s) must collect all applicable rates and charges as established by the Authority, from time to time, including fuel flowage fees, transient aircraft landing and parking fees, and pay the following minimum commissions in addition to the Annual Ground Rent and Construction Rent, if applicable:

 2.5% of gross revenue received by the proposer(s) in connection with the permitted use of the Site, including, but not limited to, aircraft maintenance and repair, aircraft rentals and aircraft parts and supplies sales, aircraft cleaning services and miscellaneous sales;  7.5% of aircraft storage fees within the hangar  10% of subtenant fees  2.5% of in-flight catering fees  50% of gross revenue derived from Transient Aircraft Parking Fees for aircraft parked on the proposer’s leased area.  100% of established fuel flowage fees, transient aircraft landing fees, transient aircraft parking fees for aircraft parked on property not leased by proposer. (The proposer must obtain approval from the Airport Director, or her designee, prior to parking any transient aircraft on property not leased by proposer.) Proposer may collect 110% of such fees and shall remit 100% of such fees to the Authority and retain 10% of such transient parking fee.)

C. Additional Fees - In addition to the Annual Ground Rent, Commission Fees, if applicable, and Construction Rent, if applicable, the successful proposer(s) shall pay the Authority for any utilities the Authority provides to the Site(s) at non- discriminatory rates established by the Authority. Other utility charges must be paid directly to the utility provider. Other charges may also apply, including, but not limited to, taxes assessed to the leasehold, if any, auto parking fees, and fees for security badges and ramp permits.

Note:  All percentages (%’s) of retail price shall not include federal, state, or local taxes.  The term “gross revenues” as used herein will be as defined in the Draft Lease.

1.12 Non-Discrimination and Diversity

Non-Discrimination and Workforce Diversity

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The Authority prohibits discrimination in employment on the basis of a person’s membership in any legally protected class, including but not limited to their race, color, gender, religion, creed, national origin, ancestry, age being greater than forty years, sexual orientation, pregnancy, citizenship, gender expression and identity, handicap, disability, genetic information, or veteran status. The Authority is strongly committed to developing and maintaining a diverse workforce, and highly values the perspectives and varied experiences that are found only in a diverse workforce. The Authority believes that promoting diversity is important to the success of its mission.

Accordingly, the Authority requires contractors, vendors, and tenants, to comply with nondiscrimination laws and encourages them to promote diversity within their workplace. To assist the Authority in its selection process, respondents to this RFP may provide evidence of their policies and practices relating to diversity.

Business Diversity

The Authority is committed to ensuring full participation of diverse businesses in all economic activities including its purchases of goods/supplies and services (including, but not limited to, construction and professional services). The Authority encourages its contractors, vendors, and tenants to promote business diversity in all of their business activities by using diligent efforts to contact, encourage and utilize in the purchase of goods/supplies and services Minority and Woman-Owned Business Enterprises (M/WBEs), and to provide the Authority with information regarding their proposed utilization of M/WBEs. The terms “Minority Business Enterprise” and “Women Business Enterprise” refers to businesses that meet the certification criteria of the Massachusetts State Office of Minority and Women Business Assistance (“SOMWBA”) as set forth in 425 CMR section 2.00 et.seq.

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SECTION 2: INSTRUCTIONS FOR PROPOSAL SUBMISSION

This Section provides the instructions for the preparation of the response to this RFP. It describes the proposal process, including a list of important dates for proposal development, and describes the deliverables required in the Proposal. This Section also describes the general terms and conditions of the project and the evaluation process to be used in selecting the successful proposer. Proposers are responsible for fully examining this RFP and addenda (if any) and referenced documents.

2.1 General Instructions

Proposer(s) must submit their proposals in the format specified in the instructions below. The proposal must include the full legal name and business address of the proposer(s) and must be signed and dated by the person or persons authorized to contractually bind the proposer(s). Proposals by a partnership or joint venture shall list the full names and addresses of all partners or joint venture signatories. The state of incorporation shall be stated for each corporation that is party to the proposal.

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 proposal in whole or in part will not render the Authority liable for incurred costs and/or damages.

Unless otherwise notified in writing by the Authority, the Contact Person for all

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Jill Cleary Airport Leasing Business Manager Airport Business Office Massachusetts Port Authority One Harborside Drive, Suite 200S East Boston, MA 02128 (617) 561-1698 [email protected]

The RFP process schedule is as follows:

March 14, 2018 RSVP for Site Tour March 21, 2018 RFP Site Tour March 28, 2018 Deadline for Questions on the RFP April 27, 2018 Proposals Due

Prior to March 14, 2018, proposer shall designate, in writing to the Contact Person, one individual who will serve as proposer’s primary contact for purposes of this RFP (“Proposer’s Primary Contact”). Any such communication regarding the content of this RFP shall only be made by Proposer’s Primary Contact to the Contact Person. Furthermore, in an effort to minimize the volume of materials that are distributed, the Authority is requesting that all interested parties indicate in writing, by March 14, 2018, that they are interested in continuing to receive all documents relating to this RFP. Proposers and interested parties will be directed to the Authority’s website for all documents, details and addendums associated with this RFP.

2.2 Written Questions

All questions/requests for additional information pertaining to this RFP must be submitted in writing to Massachusetts Port Authority by e-mail by 12 noon on March 28, 2018. The e-mail address is noted in Section 2.1, above. Proposer(s) must include “Hanscom/Worcester RFP” in title. Questions and responses will be issued in writing as addenda to this RFP and posted on the Authority’s website.

2.3 Site Tours

A site tour for Hanscom will be held on March 21, 2018, at 10:00 am at L.G. Hanscom Field, 200 Hanscom Dr., Bedford, MA. If you wish to tour Hanscom, you must contact Jill Cleary at [email protected] no later than March 14, 2018.

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A site tour for Worcester will be held on March 21, 2018, at 2:00 pm at Worcester Regional Airport, 375 Airport Drive, Worcester, MA. If you wish to tour Worcester, you must contact Jill Cleary at [email protected] no later than March 14, 2018.

2.4 Proposal Format/Content

The Proposal Form in Section 3 requires proposers to submit information in the following categories: Background Information; Operating Experience; Description of the Development Team; Project Description; Design Development Guidelines and Planning Principles Information; Other Pertinent Information; Financial Information; , Management Plan; Operations Plan; Security/Safety Plan; Non-Discrimination and Equal Opportunity Policy;; and Minority and Women-Owned Business Enterprises Participation;.

2.5 Addenda

All interpretations of the proposal specifications, individual questions and supplemental instructions will be in the form of written addenda to the proposal documents which will be posted on the Authority’s web site.

2.6 Proposal Submission

By submitting a proposal, proposer agrees that if the Authority makes an award to the successful proposer(s), the successful proposer(s) will enter into a Lease (or Leases, if applicable) in substantially the form of the Draft Lease. The Draft Lease may be modified as deemed necessary or desirable by the Authority’s legal counsel. Certain portions of the Draft Lease shall be completed in accordance with the terms of the successful proposal(s).

2.7 Proposer Changes

In completing the proposal, proposer should not add, delete, or vary any of the terms or conditions of any documents prepared by the Authority. If the proposer changes any of the documents, the Authority may reject the proposal. However, if the proposer objects to any of the terms and conditions of the Draft Lease, the proposer must specify the issue(s) and suggest such change(s) in an addendum to the Proposal Form for the Authority’s consideration. The Authority reserves the right to accept or reject any suggested changes to any of the documents.

2.8 Signature of Proposer

The firm, joint venture, corporation, or individual name of the proposer must be completed by the proposer in the space provided for the signature on the Proposal Form (Section 3). In the case of a corporation, the title of the officer signing must be stated and each officer 21 | P a g e

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Page 22 signing must be duly authorized. The name and address of each officer of the corporation must also be listed, as well as the state of incorporation, and the name and address of the local statutory agent. In the case of a partnership, the signature of at least one of the partners must follow the firm name. In the case of a joint venture, an authorized representative from each venture should sign and the manner of signature will depend on whether the venture is a corporation, partnership, or individual. All proposals must contain the true name and address of every person, firm, joint venture, or corporation who has or will have a direct or indirect ownership, equity or other financial interest in the proposal.

2.9 Delivery of Proposals

An original and ten (10) copies of your sealed Proposal must be received by the Authority at or prior to 12 noon local time on April 27, 2018 at the office of:

Michael A. Grieco Assistant Secretary-Treasurer Massachusetts Port Authority Logan Office Center One Harborside Drive, Suite 200S East Boston, MA 02128-2909

All Proposals must be delivered in sealed envelopes bearing on the outside the name and address of the proposer and identified as follows: “L.G. Hanscom Field – North Airfield Area Worcester Regional Airport – Foxtrot North Area”.

The envelope containing the original proposal and the Proposal Deposit must be clearly marked “Contains Original Proposal and Proposal Deposit”.

Proposals received after the time and date stated above will be marked as late and will not be considered; deposit checks associated with late proposals will be returned. Proposals will not be returned. Deposit checks from unsuccessful proposers will be returned in accordance with Section 2.15 below.

Proposals must be responsive to this RFP in all respects. The proposal must be sufficiently detailed to enable the Authority to evaluate and assess it. All information requested should be included in the proposal at the time of submission. Once submitted to the Authority, proposals will become the property of the Authority.

2.10 Withdrawal of Proposals

No proposal may be withdrawn after it is submitted to the Authority unless the proposer(s) makes the request in writing to Michael A. Grieco, Assistant Secretary-Treasurer,

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Massachusetts Port Authority, Logan Office Center, One Harborside Drive, Suite 200S, East Boston, MA 02128-2909 prior to the opening of the proposals. No proposal may be withdrawn after the time set for the opening of the proposals.

2.11 Rejection of Proposals/Authority’s Right to Amend, Extend, Postpone and Cancel this RFP

The Authority is soliciting competitive proposals pursuant to a determination that such process best serves the interests of the Authority, and not because of any legal requirement to do so. The Authority reserves the right to accept or reject any or all proposals. Any and all proposals may be rejected if there is reason to believe that collusion exists between or among proposers. The Authority reserves the right to amend this RFP prior to the date for submission of proposals and to extend the deadline for receipt of proposals if it is deemed to be in the Authority’s best interest. The Authority reserves the right to cancel this RFP at any time prior to execution of the Lease without any liability to the Authority. The Authority reserves the unqualified right to waive any informality, deviations, mistakes, and matters of form rather than substance. The Authority is not required to select the highest revenue proposal, but, rather, will select the proposal(s) that is deemed to be in the best interest of the Authority. The Authority will not award the Lease(s) to any proposer(s) who is not capable, in the Authority’s judgment, of developing the Site(s) in accordance with this RFP and performing the terms and conditions of the Lease(s).

2.12 Evaluation Process

The Authority will (a) evaluate proposals to determine compliance with submission requirements; (b) determine whether to seek clarifications or supplemental submissions from the proposers; (c) reject those proposals, if any, that in the Authority’s sole discretion, are determined to be incomplete, conditional or non-responsive; and (d) conduct interviews with all or some of the proposers whose proposals have not been rejected. Any responses to the RFP that the Authority 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. The Authority may undertake such due diligence as it deems necessary to determine the ability of the proposer to construct and operate its proposed development, and the proposer shall furnish all such information and data as the Authority may request. The Authority, at its sole discretion, may select one or more proposals from which to proceed with negotiations. The Authority may require additional information from one or more proposers prior to the final selection of the successful proposer(s). The Authority, in its sole discretion, may elect to solicit a best and final offer from one or more proposers.

2.13 Notification and Award

The selection of the recommended proposal(s) is subject to the approval of the Authority’s

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Board. The successful proposer(s) shall be notified in writing. All unsuccessful proposers will be notified after the successful proposer(s) has been notified. Non-acceptance of any proposals will be devoid of criticism and of any implication that the proposal was deficient. The Authority’s non-acceptance of any proposal shall mean only that the Authority deemed another proposal to be more advantageous to the Authority. The Authority shall retain copies of all proposals and support material.

2.14 Execution of Lease Agreement, Payment and Performance Bond

The successful proposer(s) shall, within sixty (60) calendar days after receipt, execute the Lease(s) and return three (3) fully executed, duplicate originals of the Lease(s) to the Authority. At that time, the Tenant must submit the following, as further defined in the Draft Lease:

(1) Satisfactory evidence of all insurance coverage as required in the Lease.

(2) Certified copy of corporate vote and incumbency certificate or other documents evidencing authority to enter into the Lease.

2.15 Proposal Deposit

Each proposal shall be accompanied by a proposal deposit in the amount of Twenty Thousand Dollars ($20,000.00) per individual Site in the form of a bond, a certified check, a treasurer's or cashier's check issued by a responsible bank or trust company, payable to the Massachusetts Port Authority in the name of the proposer. If the successful proposer(s) fails to enter into the Lease within sixty (60) days after receipt of the Agreement, the proposal deposit of $20,000 shall be retained by the Authority as liquidated damages and not as a penalty. Proposer(s) agrees that the deposit amount is a reasonable forecast of potential damages, which would be incurred by the Authority in the event the proposer(s) fails to enter into the Lease as herein required. Upon award of the Lease to the successful proposer(s), the Authority will return the proposal deposits to the unsuccessful proposers.

2.16 General Conditions

2.16.1 Conflict of Interest

The Authority seeks to avoid any conflict of interest, or the appearance of a conflict of interest. Each proposer is advised that its development project may raise questions about real or perceived conflicts of interest because of the proposer’s relationship to other entities or individuals, including without limitation: (1) private and public owners of companies that may be affected by the project, and/or (2) other state-created entities with potential conflicting interests and/or concerns. Accordingly, the Authority reserves the right to: (1) disqualify any proposer or

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reject any proposal at any time solely on the grounds that a real or perceived legal or policy conflict of interest is present; (2) require any proposer to take any action or supply any information necessary to remove the conflict, including without limitation, obtaining an opinion from the State Ethics Commission; and (3) terminate any contract arising out of this solicitation if, in the opinion of the Authority, any such relationship would constitute or have the potential to create a real or perceived conflict of interest that cannot be resolved to the satisfaction of the Authority.

In addition, representatives and/or employees of the proposer may be required to certify from time to time, in a form approved by the Authority, that in connection with work under any contract arising from this RFP, that they are in full compliance with the provisions of Chapter 268A of Massachusetts General Laws and any other applicable conflict of interest laws. The proposer agrees to disclose in writing any facts the Authority may seek in order to resolve questions about potential conflicts of interest occurring during the period of solicitation of performance hereunder and, upon request of the Authority, describe on-going relationships between any party to the proposer’s team and suppliers and manufacturers of equipment which may be deployed in the work of this project.

2.16.2 Proprietary Information, Non-Disclosure

The Authority shall hold all RFPs 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 M.G.L.c.66, all materials received by the Authority that fall within the definition of public record as set forth in M.G.L.c.47, cl. (26) may be disclosed by the Authority upon request.

Any information given to the Authority in any proposer’s proposal or any correspondence, discussion, meeting, or other communications between the proposer and the Authority before, with, or after the submission of the proposer’s proposal, either orally or in writing, may not be, or deemed to have been, proprietary or confidential. Use or disclosure of such information by the Authority may be made without obligation or compensation and without liability of the Authority of any kind whatsoever. The foregoing applies to any information, whether or not given at the invitation of the Authority. Any statement which is inconsistent with the foregoing provisions of the paragraph whether made as part of, or in connection with, any information received from the proposer or otherwise made at any time in any fashion, and whether made orally or in writing, shall be deemed null and void and of no force or effect. The Authority’s receipt or discussion of any information submitted in response to the RFP, including information submitted during discussions after said submittal (including ideas,

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drawings or other materials communicated or exhibited) does not, and will not impose any obligations whatsoever on the Authority, or entitle proposers to any compensation.

The Authority reserves the right to use any or all ideas or concepts presented in any proposal submitted in response to the RFP, whether accepted or not. Selection or rejection of the proposal shall not affect this right.

2.16.3 Representations Made by Proposer

By submitting a proposal, a proposer represents that:

• Proposer has read and understands this RFP and proposer’s response is made in agreement and compliance with the RFP.

• Except as expressly stated by proposer, all terms and conditions set forth herein are accepted and incorporated in the proposal.

• The proposer shall enter into a Lease with the Authority, which will be substantially in the same form as the Draft Lease.

2.17 Miscellaneous Provisions

The information contained in this RFP, and in any subsequent addenda or related documents, is provided as general information only. The Authority makes no representation, warranties, or guarantees that the information contained herein is accurate, complete, or timely, or that such information accurately represents the conditions that would be encountered at Hanscom or Worcester, now or in the future. The furnishing of such information by the Authority does not create or be deemed to create any obligation or liability upon it for any reasons whatsoever, and each recipient of the RFP, by submitting a proposal to the Authority, expressly agrees that it will not hold the Authority liable or responsible therefore in any manner whatsoever.

Neither the Authority or any individual member, officer, agent or employee of the Authority may be charged personally by the proposer with any liability under any term or provision of this RFP.

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SECTION 3: PROPOSAL FORM

To: Massachusetts Port Authority Logan Office Center One Harborside Drive, Suite 200S East Boston, MA 02128-2909 Attn: Michael A. Grieco Assistant Secretary-Treasurer

(Name of Proposer) ______, acknowledges receipt of the Massachusetts Port Authority’s Request for Proposals for L.G. Hanscom Field – North Airfield Area; Worcester Regional Airport – Foxtrot North Area dated February 28, 2018 and hereby submits the following proposal in response thereto.

DIRECTIONS FOR COMPLETING THE PROPOSAL FORM

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All items must be completed and numbered in the order in which they appear. Additional sheets, referenced by item number, should be attached where more space is required for a full answer. Charts, diagrams, material boards and exhibits may be utilized if desired.

3.1 Background Information

a. Name, Address, Telephone Number and E-mail Address of proposer

b. Description of proposer (Corporation, Partnership, Consortium, etc.)

c. Is proposer now qualified to do business in the Commonwealth of Massachusetts?

d. State of Incorporation, if any

e. Name, Title, Business Address, Telephone Number, and E-mail Address of person responsible for submitting this proposal

f. Name, Title, Business Address, Telephone Number, and E-mail Address of person with whom to communicate with regarding this proposal if different from above

g. Provide present credit rating information (specify if other than Dun and Bradstreet, Inc.)

h. Attach a description of proposer’s financial status which is sufficient to enable the Authority to evaluate the financial qualifications of the proposer and to determine if the proposer meets the minimum eligibility requirements. The description should include, but not be limited to

(1) At least three financial/credit references, one of which must be a bank which has handled financial matters for the proposing entity or its principles for a period of not less than two (2) years. All credit reference information should include (a) the full name and address of the financial institution, (b) the name and telephone number of the contact person within that financial institution, (c) the duration of time over which the financial institution has extended credit to the proposing entity; and (d) the nature of the credit extended to the proposing entity.

(2) Insurance References, including a letter of reference and the full name and address of the insurance company as well as the name and telephone number of the contact person.

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(3) Proposer’s financial statements and statements of conditions for each of the last three years audited by a Certified Public Accountant. If the proposer’s financial statements are consolidated with an affiliated company, submit both the consolidated financial statements and the separate financial statements of the proposer.

(4) Has proposer any present overdue indebtedness to any government unit or agency, or any outstanding claim or demand of indebtedness? If so, please specify.

(5) Has the proposer filed for bankruptcy within the last five (5) years? If so, please describe current status.

3.2 Operating Experience

a. Provide a statement of history of the proposer’s experience in the conduct of corporate/general aviation facility operations. Provide a list of specific projects proposer has managed including a description of the scope of the project and number of years proposer managed the project.

b. Provide letters of reference and list the full name and address of the company as well as the name and telephone number of a contact person for at least three general operating references (indicate relationship).

3.3 Description of the Development Team

a. Indicate the form of organization of the entity or proposed entity that would be the party to the Lease Agreement with the Authority. If the entity is a subsidiary of, or otherwise affiliated with, another organization the proposer shall indicate such relationship.

b. Identify all participants in the development team including those members responsible for the building design, landscape and Site design, engineering, environmental and permitting, LEED-certified professionals (if being utilized by the proposer), legal and financial staff as well as investors and lending institutions. Submit a project organization chart that notes the roles and responsibilities of each team member and the proposed interrelationships of the team with the Authority during the design, development and operation of the project.

c. Provide information for all firms on the proposed team, including company profiles, individual resumes of key personnel who would be

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assigned to the project and descriptions of relevant experience.

d. Identify any potential conflicts that individual members of the proposed team may have because of prior relations with the Authority, members of the Authority’s Board or its officers.

e. Identify firms that are qualified minority or women owned business enterprises (M/WBEs) and clearly set forth the nature of their participation (including their responsibilities and the timing of their participation).

f. Provide evidence of financial capacity of the development team to undertake the project and to complete it expeditiously. Evidence should include certified financial statements, credit rating information or other objective evidence of financial capacity. The proposed capital structure should include sources of equity and debt and amounts of each with written letters of interest from funding sources.

g. Provide information related to relevant past experience of the team. The development team should demonstrate specific experience in what they anticipate to be the major technical components of the project. Such components should include design, permitting, development project management, governmental approvals and community review, LEED Certification project experience (if being utilized by the proposer), and project operations.

3.4 Project Description

The proposer shall submit the following materials:

1) PROGRAM STATEMENT - A written statement not to exceed five pages (double- sided) or ten pages (single-sided) of text that demonstrates the proposer’s understanding and familiarity with the project intent, the opportunities and constraints of the proposed development Site, and a technical description of the facility and Site design. The narrative should include sufficient discussion of the design approach to demonstrate an understanding of and a commitment to meet or exceed the required design guidelines.

2) DEVELOPMENT PROGRAM - The statement should describe the program elements for essential facilities and anticipated land use for landside and airside areas. Discuss program components, estimated square footage, and any special elements or requirements.

3) SITE PLAN - that depicts the general location of primary and secondary support

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facilities and landside and airside ground transportation activities (vehicular parking and circulation routes, access and egress points, pedestrian and vehicular connections to the main facility area, etc.) and any special features within the Site. Also consider the Site context, public landscape and parking areas, and the relationship of the proposed development to adjacent Site activities, both current and future.

4) DESIGN - Illustrative plans and sketches that convey proposed design intent for the facilities and landscape. Materials should convey a sense of the design concept, building massing and size, building materials, and any special design features for the built and landscape program elements. The proposer may submit the following conceptual drawings at a sketch level:

 A perspective 3-d sketch of the facility and building elevation drawings;  Representative sections showing construction details, intent and materials at the conceptual level;  Floor plan and building cross sections.

5) PROJECT SCHEDULE – Propose a general timeline for project design, approvals, construction and operations; and, if applicable, lease-up schedule including evidence of tenant interest or commitment to the project. Also address any development phasing considerations.

3.5 Design Development Guidelines and Planning Principles Information

Provide a description of how the proposal addresses the items identified in the Design Development Guidelines - Attachment G.

3.6 Other Pertinent Information

Provide a description of other factors including both opportunities and constraints not accounted for in the RFP that, in the proposer’s opinion, might affect the project’s development potential.

3.7 Financial Information

Proposers must submit the following financial information:

a. If the Proposer submits a proposal at Hanscom only, the Proposer must submit a financial proposal using Package D.

b. If the Proposer submits a proposal at Worcester only, the Proposer must

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submit a financial proposal using Package E.

c. If the Proposer submits a proposal at Hanscom and Worcester, the Proposer must submit a financial proposal using Package F.

d. Provide detailed financial projections, including a pro forma not to exceed twenty (20) years, and showing estimated development and operating projections. The proposer is to provide construction cost estimates which include reasonable detail on principal building elements, assumed infrastructure improvement costs, and any anticipated off-site costs; operating projections should clearly show anticipated lease-up schedules, rent structure, leasing expenses, operating expenses, and other expenses, where applicable.

e. Proposer must provide a detailed description of the proposer’s source(s) of funding for the Project. Such sources may include cash and cash equivalents, other forms of equity contribution, expected financing from banking institutions or equivalents and other sources as must be described in the Proposal.

f. Proposer must describe both its expectations of the sources of the business for the Project as proposed and its reasoning for such expectations. In its description, the proposer may describe what portion of its business shall be derived from existing tenants and other current users at Hanscom and Worcester, and what portion shall be derived from new sources of business, if applicable.

3.8 Management Plan

Proposer must present a management plan that addresses the following:

a. Organizational Structure

(1) Provide an organizational structure chart for this operation and its relationship to the corporate structure. (Identify, where appropriate, the relationship between a M/WBEDBE participant and the organizational structure.)

b. Management/Staff

(1) Describe the number of staff to be assigned to manage and operate the facility upon its completion.

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(2) Describe the qualifications, responsibilities and decision-making ability of the various levels of personnel. Provide a resume for the proposer’s designated manager responsible for this contract.

(3) Project the number of full-time and part-time hourly and management staff that will be hired.

(4) Provide evidence of commitment to non-discrimination and affirmative action practices in proposer’s hiring and in the purchase of goods and services.

3.9 Operations Plan

Proposer shall present an Operations Plan that addresses the following:

(a) Describe how proposer intends to maintain the corporate/general aviation facilities and the Site(s) over the near and long terms. Discuss procedures and working hours allocated for inspection, cleaning, equipment repair responsibilities and budget for capital maintenance and capital repairs.

(b) Maintenance Plan - Describe how proposer intends to maintain the Site(s) including a plan for routine repairs and general maintenance and a description of the Minimum Facilities Upkeep Budget.

3.10 Security/Safety Plan

Detail the steps the proposer plans to take to maintain the security and safety of the users, employees and the Sites. Describe the following in terms of security and safety: design features, accident reports and emergency procedures. The plan should incorporate the most current FAA security design criteria and guidelines and must be approved by the Authority.

3.11 Non-Discrimination

The Draft Lease contains the Non-Discrimination Policy adopted by the Authority. Proposers are required to submit the following as part of their proposal:

(a) Attach documents relating to proposer’s policies and plans promoting non- discrimination and equal opportunity as set forth in Section 1.12 of the General Overview in this RFP.

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in this Agreement.

3.12 Acknowledgments

a. Proposer acknowledges that it has received and read the Draft Lease (Attachment C) and other attachments to the RFP, and that the terms thereof are incorporated by reference in this Proposal. Proposer agrees that if its Proposal is accepted, proposer will enter into a lease agreement with the Authority in a form substantially similar to the Draft Lease. If the proposer objects to any of the terms and conditions of the Draft Lease, proposer must specify the issue(s) and suggest such change(s) in an addendum to the Proposal Form for the Authority’s consideration. The Authority reserves the right to accept or reject any suggested changes to any of the documents.

b. Proposer acknowledges that the Proposal constitutes a firm offer. A certified copy of proposer’s corporate resolution or other proof of authority to make its proposal a firm offer must be attached. Proposer’s offer shall be held firm and open for a period of ninety (90) days, effective April 27, 2018.

c. By submission of its response to this RFP, the proposer authorizes the Authority to contact any and all parties having knowledge of proposer’s operations and financial history, and authorizes all parties to communicate such knowledge or information to the Authority.

d. The Authority is soliciting competitive proposals pursuant to a determination that such a process best serves the interests of the Authority, and not because of any legal requirement to do so. The Authority reserves the right to accept or reject any or all proposals. Any and all proposals may be rejected if there is reason to believe that collusion exists between or among proposers. The Authority reserves the right to amend this RFP prior to the date for submission of proposals and to extend the deadline for receipt of proposals if it is deemed to be in the Authority’s best interest. The Authority reserves the right to cancel this RFP at any time prior to the execution of the Lease without any liability to the Authority. The Authority reserves the unqualified right to waive any informality, deviations, mistakes, and matters of form rather than substance. The Authority is not required to select highest revenue proposal, but, rather, will select the proposal(s) that is deemed to

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be in the best interest of the Authority. The Authority will not award the Lease(s) to any proposer(s) who is not capable, in the Authority’s judgment, of developing the Site(s) in accordance with this RFP and performing the terms and conditions of the Lease(s).

Submitted, and all terms and conditions of the Request for Proposals and attachments thereto are hereby acknowledged and agreed to:

NAME OF PROPOSER:

BY: TITLE:

DATE:

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