Massport Parcel D-2 / Summer Street Development RFQ

Amended and Restated

Request For Qualifications

Massachusetts Port Authority East Boston, MA

THE SUMMER STREET DEVELOPMENT PROJECT

November 9, 2015

Developer Questions Due November 30, 2015

Qualification Statements Due December 21, 2015

Massachusetts Port Authority

One Harborside Drive, Suite 200S, East Boston, Massachusetts, 02128‐2909

www.massport.com

MASSCHUSETTS PORT AUTHORITY

AMENDED AND RESTATED REQUEST FOR QUALIFICATIONS

DEVELOPMENT OF THE SUMMER STREET DEVELOPMENT PROJECT

The Massachusetts Port Authority (“Massport”) requests Qualifications Statements from parties

interested in developing, financing, constructing, and operating a mixed‐use commercial

development project, to include a hotel, on Parcel D‐2, a Massport‐owned parcel located in the

South Boston Waterfront District of Boston, Massachusetts.

Qualifications Statements requirements and content are set forth in this Request for

Qualifications (“RFQ”), which may also be obtained via Massport’s website at the following URL:

http://www.massport.com/business‐with‐massport/goods‐and‐services/rfps/

All interested parties must provide contact information to Massport when they download the

RFQ in order to receive subsequent information that will be issued pursuant to this RFQ.

All questions and requests for clarification or interpretation of the meaning of this RFQ shall be

submitted by electronic mail before 12:00 noon on November 30, 2015 and sent to:

[email protected].

Qualifications Statements must be received at the administrative offices of Massport,

Attention: Juan Carlos Loveluck, Senior Project Manager, Massachusetts Port Authority, RE&AM

Department, One Harborside Drive, Suite 200S, East Boston, Massachusetts 02128‐2909, not

later than 12:00 noon eastern standard time on December 21, 2015.

Each Qualifications Statement must be submitted as one (1) signed original, twelve (12) copies,

and two (2) digital files (CD‐ROMs, thumb drives or other media storage device) containing a

PDF version of the Qualifications Statement in its entirety.

MASSACHUSETTS PORT AUTHORITY

November 9, 2015

THE SUMMER STREET DEVELOPMENT PROJECT

Table of Contents

Page(s)

Request for Qualifications Statements

1. Introduction & Scope of Services 1

2. Summer Street Development Project 1‐4

2.1 Improvements & Uses

2.2 The Project Site

2.3 History

2.4 Air Rights Garage

2.5 Diversity & Inclusion

2.6 Wholly Privately Funded Project

2.7 Permits and Approvals

2.8 Timeline

3. Legal & Other Requirements 4‐5

3.1 Ground Lease

3.2 Property Taxes

3.3 Avoidance of Labor Strife

3.4 Boston Residents Construction Jobs Policy

3.5 Non‐Discrimination and Equal Opportunity

3.6 Disclosure of Beneficial Interests:

4. Minimum Qualifications for RFQ 5

4.1 Financing

4.2 Project Development

4.3 Commitment to Minority‐Owned and Women‐Owned Business Inclusion

5. Qualifications Statement & Submittal Requirements 6‐7

5.1 Form of Qualifications Statement

5.2 Transmittal Letter

5.3 Executive Summary, Overview of Qualifications Statement

5.4 Developer Qualifications and Experience

5.5. Proposer Organizational Structure and Management Approach

5.6 Minority‐Owned and Women‐Owned Businesses

5.7 Financial Capability of Proposer

6. Evaluation Criteria for Developer Selection at RFP Stage 7

7. RFQ & RFP Procedures 7‐10

7.1 RFQ & RFP Schedule

7.2 Compliance with RFQ

7.3 Communication with Massport/Questions and Answers

7.4 Contractual Status of RFQ and Qualifications Statements

7.5 Examination of RFQ

7.6 Amendments and Addenda to RFQ

7.7 Required Certifications

7.8 Confidentiality

7.9 Legal Requirements

7.10 No License of RFQ Materials

7.11 Publicity

7.12 Non‐Reliance

8. Submission & Receipt of Qualifications Statements 10‐12

8.1 Submissions

8.2 Receipt of Qualifications Statements

8.3 Rejection of Qualifications Statements

8.4 Massport’s Discretion

8.5 Required Certifications

8.6 Exhibits

Exhibit 1: Site Location

Exhibit 2: Aerial View of Parcel D‐2

Exhibit 3: Parcel D‐2, Existing Conditions

Exhibit 4: Maximum Building Heights

Exhibit 5: Parcel D‐2 and Air Rights Garage

Exhibit 5: Certification Form

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1. Introduction & Scope of Services

The Massachusetts Port Authority (“Massport”) seeks to designate a developer with exceptional experience and capability to develop a signature mixed‐use commercial development project (“Summer Street Development Project” or “Project”) on Parcel D‐2, a Massport‐owned parcel in the South Boston Waterfront District (see Exhibits 1 and 2). This Request for Qualifications (“RFQ”) is the first step in the designation process. The principal objective of this RFQ is to qualify those developers and/or development teams (“Developer”) who will be eligible to submit proposals in response to a Request for Proposals (“RFP”) for the development of Parcel D‐2 to be issued at a later date. Massport views the Summer Street Development Project as a significant place‐making opportunity for the South Boston Waterfront and seeks Developers capable of developing a signature project. Program and design considerations are therefore expected to be part of the evaluation process in the subsequent RFP stage. Massport is strongly committed to providing opportunities to minority‐ and women‐owned businesses and individuals. Accordingly, Massport seeks to qualify Developers that demonstrate a commitment to include minority‐owned and women‐owned businesses in all aspects of the Project, including development, financing, ownership, design, construction and operation. All Developers must demonstrate in their Qualifications Statements that they meet the Minimum Qualifications set forth in Section 4. Only Developers that qualify pursuant to this RFQ will be eligible to participate in the subsequent RFP process. Developers who submitted proposals in response to the 2014 Headquarters Hotel RFP are hereby deemed to be qualified for the Summer Street Development Project under this Amended and Restated RFQ. As such, these Developers are eligible to submit proposals in response to the subsequent RFP. For purposes of responding to this RFQ, such Developers need only submit a letter to Massport, on or before the date that Qualifications Statements are due hereunder, confirming the Developer’s continued interest in the development of Parcel D‐2 for the purposes of this RFQ. Such Developer may also choose to inform Massport of any changes in its team or otherwise update or amend its earlier qualification submission, but is not required to do so. 2. The Summer Street Development Project

2.1 Improvements & Uses: The Project must include a hotel of 250 rooms or more

(“Summer Street Hotel” or “Hotel”), street‐level retail opportunities, and a mixed‐use

program which fully utilizes the development potential of the site at an appropriate

development density. In addition to the required Hotel, Massport seeks other

complementary, non‐hotel uses such as office, residential, retail, or entertainment

uses to enhance the financial viability and urban dynamism of the proposed Project.

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The Summer Street Hotel may be either full service or limited service, but in any event should be of a quality standard appropriate for the site. In the RFP stage, Massport will seek high‐quality design, meaningful place‐making, and a commitment to sustainable design principles. The construction and operation of the Project will be governed by a development agreement, one or more ground leases, and other project agreements (collectively, “Project Agreements”) described herein or as otherwise required by Massport.

2.2 The Project Site: Parcel D‐2 (“Project Site”) is strategically located within the South

Boston Waterfront District, occupying a prominent position on Summer Street directly opposite the Boston Convention & Exhibition Center (“BCEC”) and located between World Trade Center Avenue and D Street. Summer Street is the major east‐west street in the District, providing a direct connection to downtown Boston. D Street is the major north‐south street, linking the waterfront to the traditional South Boston neighborhood. The Project Site contains approximately 2.1 acres (approximately 89,570 square feet) and features approximately 480 feet of frontage along Summer Street to the south, approximately 200 feet of frontage along D Street to the east, and approximately 140 feet of frontage on World Trade Center Avenue to the west (see Exhibit 3). A railroad track (“Track 61”) runs along the northern boundary of site. The 2.1 acres total parcel area includes approximately 13,802 square feet of air rights over Track 61. A portion of the site (approximately 975 square feet) at the southwestern corner is owned by the City of Boston. This area is included in the 89,570 square foot figure.

As a guideline for developers, Massport has prepared a map entitled, Boston ‐ Logan International Airport Composite of Critical Airspace Surfaces, which is available by clicking on “Logan Airspace Map” at Massport website at the following URL: http://www.massport.com/logan‐airport/about‐logan/logan‐airspace‐map/

While all developers are required to determine maximum building heights through their own due diligence, the approximate heights shown on this map are depicted on Exhibit 4. Ultimately, all building heights must be evaluated by the Federal Aviation Administration through its 7460 process.

2.3 History: Beginning in 2013, Massport and the Massachusetts Convention Center

Authority (“MCCA”) worked collaboratively in developing a strategy to attract a world‐class development team to build and operate a 1,000 to 1,200‐room Headquarters Hotel on Parcels D‐2 and D‐3, two undeveloped, Massport‐owned parcels of land. Together, Massport and the MCCA ran a successful RFQ process seeking teams made up of developers, hotel brands, and hotel operators. The process attracted numerous qualified teams. The Headquarters Hotel project was contingent on the planned expansion of the BCEC, for which authorization was obtained from the state legislature on July 29, 2014.

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Since that time, plans for the BCEC expansion have been put on hold. As a result, the scope of desired development on the Massport‐owned land has changed. Massport has decided to move forward with the Summer Street Development Project, on Parcel D‐2 only. While Massport will continue to work collaboratively with the MCCA, and expects the Summer Street Hotel to address a portion of the BCEC’s documented need for additional hotel rooms proximate to the BCEC, the MCCA is no longer a formal partner with Massport in this procurement process.

2.4 Air Rights Garage: Massport is developing an above‐grade parking structure with

1,200 to 1,500 parking spaces (“Air Rights Garage”) on Massport‐owned land north of the Project Site (see Exhibit 5). Currently in the design phase, Massport expects the Air Rights Garage to be completed in 2019. Massport will make sufficient parking available within the Air Rights Garage on or before the opening of the Project to accommodate its parking requirements. Massport’s Air Rights Garage has been planned to provide parking for nearby Massport‐owned parcels which cannot easily accommodate their own parking needs. Thus Massport expects that designs for the Summer Street Development Project submitted under the RFP will provide for minimal parking on site and instead rely on the Air Rights Garage for the majority of its parking requirements. Massport anticipates making parking available for the uses on the Project site at market rates under arrangements to be determined.

2.5 Diversity & Inclusion: Massport seeks to promote the full participation and equality

of opportunity for minority‐owned and women‐owned enterprises (“M/WBE”) in all aspects of the development of the Project, including participation in the development, financing, design, construction, operation, and ownership of the Project. Massport expects Developers to identify and include M/WBE in their development teams. As set forth in Section 5, Developers shall discuss in their Qualifications Statement their experience with, and approach to, achieving the goals outlined below, and are required to certify in their RFQ submission that they understand the goals and are committed to achieving them if selected to develop the Project. As will be set forth in more detail in the RFP, Massport’s evaluation of Proposals submitted in response to the RFP will assess, as a key criterion in the evaluation of Proposals, each Developer’s commitment and approach to meeting Massport’s objectives regarding inclusion of minorities, women, and M/WBEs in all key Project activities.

2.6 Wholly Privately Funded Project: Massport is seeking a market‐based development

project. It is not anticipated that the Project will be granted any public funding. As such, the Developer is expected to structure, provide, and obtain all financing commitments needed for the Project.

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2.7 Permits and Approvals: Development of the Project will be subject to state

environmental impact review as well as certain City of Boston, Massport, State, and federal requirements. It will be the responsibility of the Developer to obtain all necessary permits for the Project.

2.8 Timeline: Massport anticipates issuing an RFP in January 2015 and selecting a

Developer in May or June 2016. Once the Development Agreement is executed, Massport expects the Developer to move forward on multiple fronts, with the intention of achieving a Project groundbreaking in 2018 and completion of construction by 2020. A detailed timeline for the RFQ and RFP process can be found in Section 7.1.

3. Legal & Other Requirements

3.1 Ground Lease: Following the conclusion of the RFP process, Massport will negotiate

ground rent terms with the successful Developer that will result in a market rate ground lease transaction and ensure that Massport participates in the future success of the Project in terms of cash flow (through base rent and percentage rent) as well as in value creation (through transaction rent). Upon completion of the activities contemplated in the Development Agreement, and upon satisfaction of other conditions precedent, the Developer will enter into one or more Ground Lease(s) with Massport governing the construction and operation of the Project.

3.2 Property Taxes: The Developer shall be responsible for payment of all property taxes assessed on the Project Site and its improvements by the City of Boston.

3.3 Avoidance of Labor Strife: Massport recognizes that labor strife has the potential to jeopardize the Project’s construction schedule and its ongoing operations. The Developer selected pursuant to the RFP shall be responsible for minimizing labor strife in the construction and operation of the Project.

3.4 Boston Residents Construction Jobs Policy: In connection with the construction of the Project, the Developer shall voluntarily comply with the City of Boston’s Boston Residents Construction Jobs Policy with respect to the hiring of Boston residents, minorities, and women for construction jobs.

3.5 Non‐Discrimination and Equal Opportunity: Developers shall certify that they will not discriminate against any employee or applicant for employment based on race, color, age, gender, ethnicity, sexual orientation, gender identity or expression, religion, creed, ancestry, national origin, disability, veteran’s status (including Vietnam‐era veterans) or background. Equal opportunity and diversity shall be protected and

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affirmatively promoted in the construction and operation of the Project. Developers shall certify that they are in compliance with all applicable federal and state laws, rules, and regulations governing fair labor and employment practices.

3.6 Disclosure of Beneficial Interests: In conjunction with the execution of the Ground Lease(s), the Developer will be required to submit a disclosure of beneficial interests statement in compliance with M.G.L. c. 7C, Sec. 38.

4. Minimum Qualifications for RFQ

Massport will review Qualifications Statements received by the submission deadline. Qualifications Statements that do not meet the requirements described below may be rejected by Massport.

4.1 Financing: Demonstrated experience financing real estate projects of a size and scope comparable to the Summer Street Development Project, including hotels. Extensive experience structuring, providing and obtaining financing commitments for urban hotels and for large, mixed‐use commercial real estate projects.

4.2 Project Development: Demonstrated record of successfully developing mixed‐use real estate projects of comparable size and scope to the Summer Street Development Project in major urban areas. Demonstrated record of successfully developing urban hotel projects.

4.3 Commitment to Minority‐Owned and Women‐Owned Business Inclusion: Demonstrated experience and demonstrated commitment to meaningful participation of M/WBE in all aspects of the Project, including development, financing, ownership, design, and construction, as described in Section 5. Through the execution of the Qualifications Statement Certification Form (attached as Exhibit 6), each proposing Developer shall confirm its commitment to the goals related to M/WBE set forth in this RFQ.

Upon completion of its evaluation, Massport will determine which Developers meet the qualifications stipulated in this RFQ. Participation in the subsequent RFP will be limited to the Developers qualified under this RFQ and the Developers who submitted proposals in response to the 2014 Headquarters Hotel RFP. Massport may disqualify any potential Developer based on Massport’s determination that such Developer does not meet the Minimum Qualifications. Massport reserves the right to revise the Minimum Qualifications after receiving and reviewing Qualifications Statements if, in Massport’s determination, doing so is in the best interests of Massport.

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5. Qualifications Statement & Submittal Requirements

5.1 Form of Qualifications Statement: Qualifications Statements shall include each of the items specified in this Section 5. Qualifications Statements should include a table of contents and be logically organized to facilitate Massport’s review. Massport is not placing a page limit on Qualification Statements, but brevity is recommended. General marketing materials that do not directly address the Project or the RFQ requirements are strongly discouraged.

5.2 Transmittal Letter: Qualifications Statements shall include a transmittal letter

identifying the Developer, the principal(s) or officer(s) authorized to execute documents on behalf of such entities, as well as a contact person from the Developer designated to receive subsequent communications from Massport with respect to the RFQ.

5.3 Executive Summary, Overview of Qualifications Statement: Qualifications

Statements should include an Executive Summary providing a description of the Developer’s team organization and should describe briefly the qualifications of and experience of team members, the team’s organizational structure, and the financial capacity of the Developer.

5.4 Developer Qualifications and Experience: Qualifications Statements must describe the experience of the Developer in the development of relevant projects. Specifically, Qualifications Statements must describe the experience of the Developer in the development of 1) projects of comparable size and scope to the Summer Street Development Project, and 2) hotel projects of 250 or more rooms in urban settings. For each project description, Proposers should describe the specific role(s) of the Developer in the development, the project size, project cost, project location and date of project opening.

5.5 Proposer Organizational Structure and Management Approach: Qualifications Statements shall clearly identify each entity (including a description of the ownership participation and structure of each entity) or individual that is a member of the Developer and the roles to be played by each such team member. Proposers shall describe the approach to managing and coordinating the preconstruction and construction phases as the Developer of the Project.

5.6 Minority‐Owned and Women‐Owned Businesses: The Developer shall describe its past experience promoting the participation of minorities, women, and minority‐owned and women‐owned businesses in the development and operation of previous projects, as applicable. Qualifications Statements shall also include a description of the Proposer’s plan for meeting or exceeding the goals set forth in this RFQ regarding

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the participation of M/WBEs throughout all phases of the Project, including the development, financing, design, construction and ownership of the Project.

5.7 Financial Capability of Proposer: Qualifications Statements shall include evidence of the financial capability of the Developer to secure the required financing. During the RFP phase, Massport will request more detailed information substantiating the Developer’s financial capability.

6. Evaluation Criteria for Developer Selection at RFP Stage

Developers that are deemed qualified pursuant to the RFQ will be invited to submit proposals responding to an RFP to be issued in January 2016. Massport will use evaluation criteria similar to the RFQ evaluation criteria to evaluate responses to the RFP and to select the top‐ranked proposer. The RFP criteria will consist of the following four, equally weighted, criteria to be described in more detail in the RFP, as follows: Ability to Execute Project

Viability of Finance Plan

Comprehensive Diversity and Inclusion Program

Exceptional Design and Program.

7. RFQ & RFP Procedures

7.1 RFQ & RFP Schedule:

RFQ Issued: November 9, 2015

Questions Due to Massport: November 30, 2015 Qualifications Statements Due: December 21, 2015 Qualified Developers Notified: January 2016 RFP Issued to Qualified Developers: January 2016 RFP Responses Due: March 2016 Designated Developer Notified: May ‐ June 2016

7.2 Compliance with RFQ: Developers must comply with the procedural requirements described in this RFQ and, in their Qualifications Statements, must respond specifically to the questions, requests for information and certifications set forth in this RFQ. Developers shall not include in their Qualifications Statements, or make any elements of their Qualifications Statements conditional upon, assumptions or conditions other than those expressly stated in this RFQ. Massport reserves the right to reject any Qualification Statement not in compliance with this RFQ.

7.3 Communication with Massport/Questions and Answers: All questions and requests

for clarification or interpretation of the meaning of this RFQ shall be submitted by electronic mail before 12:00 noon on November 30, 2015 and sent to: [email protected]. All questions and requests for clarification or

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interpretation submitted by a Developer shall be shared with all other teams submitting Qualifications Statements, without attribution, in conjunction with Massport’s responses. Massport will issue responses to all questions received, and any addenda or amendments to this RFQ, and any supplemental information in connection with this RFQ, in accordance with the schedule described in Section 7.1 above, as may be revised by Massport in its sole discretion. Massport will distribute all such responses, addenda, and amendments to all who registered for the RFQ at the Massport website, using the email address provided.

No oral interpretation, instruction, or information concerning this RFQ given by any employee, agent or consultant of Massport shall be binding on Massport. Developers shall not rely on any such oral information. Massport shall not be responsible for any explanation or interpretation of this RFQ, unless such explanation or interpretation is given in accordance with the written procedure outlined. Any Developer that contacts directly or indirectly any member or employee of Massport, or any consultant engaged by Massport to assist in the selection process, with respect to any matter in connection with the selection process, other than by submission of a written question or request for clarification or interpretation as prescribed in this section, or participation in interviews, discussions or negotiations as provided herein, is subject to disqualification.

7.4 Contractual Status of RFQ and Qualifications Statements: The RFQ is not binding on

Massport. Massport assumes no responsibility for the costs incurred in the preparation of a Qualifications Statement or related activities of any Developer. Massport reserves the right to amend or withdraw the RFQ at any time in its sole discretion before the issuance of an RFP. In such event, Massport shall not be liable to any Developer for the costs incurred by it as a result of amendment or withdrawal of the RFQ. The RFQ has been prepared solely to solicit Qualifications Statements and is not a contract offer.

7.5 Examination of RFQ: Before submitting their Qualifications Statements, each Developer must thoroughly examine this RFQ, including all Exhibits and other attachments hereto, and become familiar with local conditions and with federal, state and local laws, ordinances, rules and regulations and any other circumstances or conditions that may in any manner affect the cost or performance of the development, design, construction or operation of the Project. Failure of a Developer to carefully review the RFQ shall in no way relieve the Developer from any obligation with respect to its Qualifications Statement. Each Developer shall promptly notify Massport in writing of any ambiguity, inconsistency or error it discovers upon examination of the RFQ, including Exhibits and any other information made available by Massport, if such ambiguity, inconsistency or error is material to the preparation of the Qualification Statement. The submission of a Qualifications Statement will

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constitute a representation by the Developer that it understands every requirement of the RFQ, including the Exhibits hereto.

7.6 Amendments and Addenda to RFQ: Massport reserves the right to amend the RFQ at any time. Any amendments to the RFQ shall be issued through written addenda, which will be posted at the following URL: http://www.massport.com/business‐with‐massport/goods‐and‐services/rfps/ In addition, Massport will notify all parties who have registered their interest in the RFQ of the issuance of such written addenda. Each Developer shall be responsible for determining that it has received all addenda issued. Failure of any Developer to receive any addendum shall not relieve such Developer from any obligation under its Qualifications Statement as submitted. All addenda or amendments issued by Massport shall be incorporated into this RFQ.

7.7 Required Certifications: Each Developer shall execute the Certification Form attached hereto as Exhibit 6 and submit such executed form as part of its Qualifications Statement.

7.8 Confidentiality: Massport will use reasonable efforts to keep confidential the

information submitted by Developers in connection with this RFQ to the extent permitted by law, provided, however, Massport shall have no obligation to treat any such information as proprietary or confidential. Developers acknowledge that Massport’s obligations with respect to protection and disclosure of such information shall at all times be subject to the Massachusetts Public Records Law, M.G.L. c. 66 and all other applicable laws. Upon the completion of the RFP process, all materials received by Massport that fall within the definition of a “public record” as set forth in the M.G.L. c. 4, §7d. (26) shall be disclosed upon request. Massport shall have the right to use all or portions of any Qualifications Statement as it considers necessary or desirable and, by the submission of a Qualifications Statement, each Developer thereby grants to Massport an unrestricted and irrevocable license to use its Qualifications Statement, including all materials submitted therewith.

7.9 Legal Requirements: This RFQ refers to and summarizes certain laws, regulations, and other legal requirements that may be applicable to this RFQ or to the Project. All such references and summaries are for the convenience of the Developer, do not purport to be complete or correct as summaries, and shall in no respect supersede, expand or limit rights or duties of Massport or the Developer in matters governed by statue or applicable procedures. Developers shall have sole responsibility for complying with applicable legal requirements in the preparation of their Qualifications Statements and, if selected by Massport, in the completion of the Project.

7.10 No License of RFQ Materials: Massport, in making copies of this RFQ available, does

so only for the purpose of obtaining Qualifications Statements for the Project and

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does not expressly or impliedly confer a license or permission of any kind to any person for any other use thereof.

7.11 Publicity: Massport shall conduct any and all media relations efforts with respect to this RFQ and the Project. Developers shall refer any and all media inquiries to Massport. Developers shall not make any public statements with respect to the RFQ or the Project without prior approval of Massport.

7.12 Non‐Reliance: Massport is providing the information contained in this RFQ, including

the Exhibits, solely for the convenience of Developers, and does not represent or warrant that the information is accurate or complete. Developers shall not rely on any statement or representation by Massport or their consultants contained in the RFQ.

8. Submission & Receipt of Qualifications Statements

8.1 Submissions: Qualifications Statements must be received at the administrative offices of Massport, Attention: Juan Carlos Loveluck, Senior Project Manager, Massachusetts Port Authority, RE&AM Department, One Harborside Drive, Suite 200S, East Boston, Massachusetts 02128‐2909, not later than 12:00 noon eastern time on December 21, 2015 (such time and date, as may be amended by Massport, is herein referred to as the “Submittal Deadline”). Each Developer shall submit one (1) signed original, twelve (12) copies, and two (2) digital files (CD‐ROMs, thumb drives or other media storage device) containing a PDF version of the Qualifications Statement in its entirety. Qualifications Statements shall be delivered to Massport at the address and to the attention of the individual listed above. Qualification Statements shall be submitted in a sealed envelope or box marked with the name and address of the Developer and the words “Qualifications Statement: The Summer Street Development Project.”

The Qualifications Statement shall contain the contents described in Section 5, including all certifications required by this RFQ. All Proposal documents shall be printed on 8 ½ x 11 paper. The Qualifications Statement shall state the legal name of the Developer and shall be signed by the persons legally authorized to bind the company submitting the Qualifications Statement. The name and title of the persons signing the Qualifications Statement shall be typed or printed below their signature(s).

8.2 Receipt of Qualifications Statements: Complete Qualifications Statements must be

received by the Submittal Deadline. Qualifications Statements or any portions thereof or attachments thereto received after the Submittal Deadline may not be accepted. The time of receipt by Massport will determine the compliance of mailed Qualifications Statements with the delivery requirements of the RFQ, regardless of time of mailing.

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Any Qualifications Statement may be withdrawn by the Developer by written notice received by Massport at the address for receipt of Qualifications Statements specified in this RFQ prior to the Submittal Deadline. At any time prior to the Submittal Deadline, a Developer may submit an amendment to a Qualifications Statement previously submitted. Any such amendment must be submitted in writing in the same manner as the original Qualifications Statement. Massport reserves the right to disregard any amendment submitted that does not indicate clearly the proposed modifications to the original Qualifications Statement.

Massport will open the Qualifications Statements on or after the Submittal Deadline. Qualifications Statements will not be opened publicly, but a register will be maintained of those Developers submitting timely Qualifications Statements. The register of Qualifications Statements received will be distributed to Developers and will be open to public inspection.

8.3 Rejection of Qualifications Statements: Massport is soliciting competitive

Qualifications Statements pursuant to a determination that such a process best serves the interests of Massport and the general public and not because of any legal requirement to do so. Massport reserves the right to reject any or all Qualifications Statements, and to withdraw or amend this Request for Qualifications at any time it determines that such action is in the best interests of Massport. Any Developer submitting a Qualifications Statement that is incomplete, conditional or non‐responsive may be disqualified by Massport. In addition, Massport may reject any Qualifications Statement that is not prepared and submitted in accordance with all requirements of the RFQ, or that contains alterations, contingencies, additions not called for, errors or irregularities of any kind. Massport reserves the unqualified right, in its sole discretion, to waive any informalities, deviations, mistakes, defects, and matters of form rather than substance, in any Qualifications Statement. Massport may, but shall not be obligated to, request additional information or corrections from Proposers. No costs of responding to this Request for Qualifications, any addenda or other documents or attendance at meetings in connection with this Request for Qualifications shall be reimbursed by Massport. The rejection of any Qualifications Statement in whole or in part will not render Massport liable for incurred costs and/or damages.

8.4 Massport’s Discretion: Massport reserves the unqualified right, in its sole discretion,

to undertake the Project using any chosen approach or to request further information from any Developer or to select a Developer in whatever manner chosen by Massport, or to not proceed with such selection.

8.5 Required Certifications: Developers shall execute the Qualifications Statement Certification Form attached as Exhibit 6 and any additional certifications required by Massport.

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8.6 Exhibits

Exhibit 1: Site Location

Exhibit 2: Aerial View of Parcel D‐2

Exhibit 3: Parcel D‐2, Existing Conditions

Exhibit 4: Maximum Building Heights

Exhibit 5: Parcel D‐2 and Air Rights Garage

Exhibit 6: Certification Form

Aerial BaseParcel D-2

Site Location

South Station

Quincy Market &Faneuil Hall Marketplace

Boston Convention& Exhibition Center South Boston

Downtown Boston

Fort Point Channel

Logan InternationalAirport

World Trade Center

Moakley FederalCourthouse

Parcel D-2

Massachusetts Port AuthorityReal Estate & Asset ManagementOctober 2015

Exhibit 1

D-2

Summer Street D Street

World Trade Center Avenue

Parcel D-2South Boston


Exhibit 2


Parcel D-2

D-2 89,570 sf

RR easement (13,802 sf)Parcel D-2 area of 89,570 sf includes RR easement area of 13,802 sf

Existing Conditions

Massport Haul Road

Summer Street

World Trade Center Avenue Bridge

egdir

B tee

rtS-

D

City of Boston Property (975 sf)

Exhibit 3

and City of Boston property area of 975 sf

D S

tree

t

eunevA ret neC edar T dlr oW

262’

263’

264’

266’

267’

268’

269’

261’

265’

270’

D-2

Maximum Building HeightsParcel D-2Massachusetts Port Authority

Real Estate & Asset ManagementOctober 2015

Summer Street

Massport Haul Road

Elevations shown are measured from Mean Sea Level (NAVD’88)

Exhibit 4


0’ 100’ 200’ 800’

Parcel D-2Air Rights Garage

World Trade Center Station

Silver LineWay Station

Park

John Hancockhhn Hanchn H

WestinBostonWaterfront

Boston Convention andExhibition Center

MassDOT

Building

StatePolice

Congress Street

Summer Street

Summer Street

Pum

phou

se R

oad

Massport Haul Road

Mas

spor

t Hau

l Roa

d

I-90

Port Lane

Starboard Ln

D S

treet

East Side Drive Inman Street

D S

treet

Massport Haul Road Wor

ld Tr

ade

Cent

er A

venu

e

Silver Lin

e Way

Parcel D-2

Air Rights Garage Parcel

Parcel D-3

Exhibit 5

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EXHIBIT 6

CERTIFICATION FORM

To: Massachusetts Port Authority

One Harborside Drive, Suite 200S East Boston, MA 02128‐2909

From: ____________________________________ [Developer Name]

The Proposer’s Qualifications Statement herewith is submitted in response to the Request for Qualifications for the Development of the Summer Street Development Project (“Project”) issued by the Massachusetts Port Authority (“Massport”) and dated November 9, 2015. All capitalized terms used but not defined herein shall have the meanings set forth in the RFQ. In connection with the submission of the Qualifications Statement, the Proposer hereby warrants and certifies to Massport that:

1. Examination and Acceptance of RFQ. The Proposer has received and carefully reviewed the RFQ, including its exhibits and any addenda that Massport may have issued prior to the date on which Qualifications are due, and hereby accepts all requirements and conditions contained therein.

2. Qualifications Statement Submitted in Good Faith.

• The information contained in the Qualifications Statement is true and complete.

• The Qualifications Statement has been prepared and submitted in good faith and has been duly and properly authorized for submission on behalf of the Proposer.

• In preparation of the Qualifications Statement, the Proposer has not, directly or indirectly, solicited or received any advice, assistance or information concerning the Project from any representative of Massport, its agents or consultants, which was not equally available to other Proposers and which might contribute to an actual or potential competitive advantage for the Proposer.

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• The Qualifications Statement is made without collusion or fraud with any other person or entity.

• The Proposer has (or, if the Proposer is comprised of more than one entity, each such entity has) filed with the Massachusetts Secretary of State all certificates and annual reports required by applicable law.

3. Information Submitted. The Proposer understands and agrees that Massport’s

receipt or discussion of any information (including information contained in the Qualifications Statement and any ideas or other material communicated or exhibited by the Proposer or on its behalf) shall not impose any obligation whatsoever on Massport or entitle the Proposer to any compensation therefor, except to the extent specifically provided in such written agreement as may be entered into between Massport and the Proposer. Any such information given to Massport before, with or after submission of the Proposal, either orally or in writing, except as provided in the RFQ, is not given in confidence, and may be used, or disclosed to others, for any purpose at any time without obligation or compensation and without liability of any kind whatsoever. Any statement which is inconsistent with the terms of this paragraph, whether made as part of or in connection with any information received from the Proposer or made at any other time in any fashion, shall be void and of no effect.

4. Non‐Reliance on RFQ Information. The Proposer understands and acknowledges

that Massport is providing the information contained in this RFQ, including the Exhibits, solely for the convenience of Proposers, and that Massport does not represent or warrant that the information is accurate or complete. The Proposer shall not rely on any statement or representation by Massport or its consultants contained in the RFQ.

5. Non‐Discrimination. The Proposer will not discriminate against any employee or

applicant for employment based on race, color, age, gender, ethnicity, sexual orientation, gender identity or expression, religion, creed, ancestry, national origin, disability, veteran’s status (including Vietnam‐era veterans) or background. Equal opportunity and diversity shall be protected and affirmatively promoted in the construction and operation of the Project. The Proposer is and will remain in compliance with all applicable federal and state laws, rules, and regulations governing fair labor and employment practices.

6. Tax Compliance. Pursuant to M.G.L. Chapter 62C, Section 49A, the Proposer

hereby certifies that (a) the Proposer is in compliance with all federal laws and laws of the Commonwealth of Massachusetts relating to taxes, reporting of employees and contractors, and withholding and remitting child support, and (b) the Proposer has no outstanding payment or filing obligations to the Commonwealth of Massachusetts Department of Revenue.

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7. Conflict of Interest. The Proposer certifies that (a) no relationship exists

between the Proposer and Massport or any officer, employee, or agent of Massport that constitutes unfair competition or a conflict of interest or that may be adverse to Massport; and (b) it has not acted in collusion with any other Proposer or other entity doing business with Massport in a manner that would constitute unfair competition or that may be adverse to Massport.

IN WITNESS THEREOF, the Proposer has executed this Certification Form this _____ day of ___________________, 2015. ____________________________________ (Corporate Name) ____________________________________ (Address of Corporation) By__________________________________ (Signature of Corporate Officer) ____________________________________ (Printed Name of Officer) ____________________________________ (Office held by signatory)

Documents

Massport Parcel D-2 / Summer Street Development RFQ