-
Request for Proposals Massachusetts Convention Center Authority
Boston, Massachusetts Provision of Branding Rights for the Pub
located within the Boston Convention & Exhibition Center April
17, 2017 Pre-bid meeting with Offerors …………. 10 a.m., April 26,
2017 Questions Due……………………………5 p.m., April 28, 2017
.....................................................
([email protected]) Proposals Due…………………………….4 p.m., May 8,
2017 MASSACHUSETTS CONVENTION CENTER AUTHORITY 415 Summer Street,
Boston, Massachusetts 02110 Telephone: 617-954-2000
www.massconvention.com
-
MASSACHUSETTS CONVENTION CENTER AUTHORITY REQUEST FOR
PROPOSALS
For the PROVISION OF BRANDING RIGHTS FOR THE PUB LOCATED WITHIN
THE BOSTON
CONVENTION & EXHIBITION CENTER
The Massachusetts Convention Center Authority requests Proposals
from companies interested in acquiring the exclusive branding
rights for the Authority’s Pub located with the Boston Convention
& Exhibition Center. The services to be provided by the
selected company will commence on or about July 1, 2017, for a term
of five years. Proposals shall be submitted, in accordance with
instructions in the RFP, to the Executive Office of the Authority,
Boston Convention and Exhibition Center, 415 Summer Street, Boston,
Massachusetts 02110, not later than 4 p.m. on May 8th,2017. The
overall objective of this Branding Rights RFP is to identify one
exclusive contractor that will create a successful relationship
that enhances the contractor’s community marketing efforts and
image while offering the Authority revenue to continue to attract
and develop new business for the BCEC. The Branding Rights contract
has the potential to include marketing, advertising, hospitality,
and promotional opportunities at the BCEC. The RFP sets forth
minimum qualifications standards, complete contract terms and
conditions, which applicants must meet in order to be deemed
qualified. The Authority reserves the right to waive any
informality in or to reject any or all proposals if it be in the
public interest to do so. The Authority reserves the right to
cancel this procurement at any time without liability to any
proposer or other party. A pre-bid conference will be held at 10
a.m. on April 26, 2017. The pre-bid conference will be held at the
Boston Convention & Exhibition Center, Administrative Offices,
415 Summer Street, Boston, Massachusetts. From and after the date
of this announcement, any firm that contacts directly or indirectly
any Member or employee of the Authority in connection with the
selection process or the contract contemplated herein, other than
for the purpose of obtaining a copy of this RFP or to submit a
written question or request for clarification as prescribed by the
RFP, is subject to disqualification. The Request for Proposals will
be available on and after April 17, 2017, via the Authority’s
website www.massconvention.com/rfp. It is the responsibility of
every party obtaining the RFP via the Internet to check this
website for any addenda or modifications. Proposals must be
submitted in hard copies, with a signed original; electronic
submissions will not be accepted. April 17, 2017
-
1
MASSACHUSETTS CONVENTION CENTER AUTHORITY
REQUEST FOR PROPOSALS
PROVISION OF BRANDING RIGHTS FOR THE PUB LOCATED WITHIN THE
BOSTON CONVENTION & EXHIBITION CENTER
The MASSACHUSETTS CONVENTION CENTER AUTHORITY (hereinafter the
“Authority”) requests sealed Proposals from firms (hereinafter
“Offerors”) interested in acquiring the exclusive branding rights
for the Authority’s “Sam Adams Pub”, currently located within the
Boston Convention & Exhibition Center (the “BCEC”), 415 Summer
Street, Boston, MA 02210. SECTION 1- INTRODUCTION AND DEFINITIONS
1.1. In accordance with this Request for Proposals (“RFP”),
including all documents bound herewith, the Authority hereby
invites Proposals for the contract identified above. 1.2. The
instructions contained in this RFP are intended to assist Offerors
in the preparation of their Proposals, to call attention to various
legal requirements and to set forth certain conditions upon which
offers are submitted and received. 1.3. Certain provisions of
applicable statutes are summarized in this Request for Proposals.
Whenever these instructions or any other documents contained in the
RFP set forth or summarize applicable statutory provisions, whether
or not the statutes have been specifically referred to, such
summaries are for convenience only, do not purport to be complete
or correct as summaries in any material particular, and shall in no
respect supersede, expand or limit rights or duties of the
Authority or Offerors in matters governed by statute. 1.4. The
following definitions shall apply in these instructions and in the
other documents contained in this RFP:
(a) The terms "Request for Proposals" and "RFP" shall include,
this document entitled Request for Proposals, the Contractor
Certificate (Schedule 1), the Secretary’s Certificate (Schedule 2),
Offeror’s Information (Schedule 3), Offeror’s Price Proposal
(Schedule 4), Offeror’s Branding Rights Plan (Schedule 5), any
other documents bound herewith, any documents specifically
incorporated into any of the foregoing documents by reference, and
all Addenda issued prior to the opening of Proposals. (b) The terms
"Addenda" and "Addendum" shall mean written documents and/or
drawings issued by the Authority prior to opening of Proposals
which supplement, modify, correct, explain or interpret any other
document contained in this RFP. (c) “Final Contract” the following
documents shall be considered part of the Final Branding Rights
Agreement in order of precedence: (1) The Final Agreement between
the Authority and the selected contractor; (2) All transition
plans, maintenance plans, and the like developed during the
proposal evaluation plan
for inclusion in the Final Contract;
(3) The selected contractor’s proposal in total including all
addenda, schedules and attachments;
(4) This RFP as originally released, with Appendices, Exhibits
and any Addenda released prior to proposal opening;
-
2
(d) “Signage and Displays” shall mean all signs and displays
used in any and all locations designated by the Authority in the
vicinity of the Pub located within the BCEC. (e) “Food Service
Provider” shall mean the Food Service Provider for the Authority,
currently Levy Restaurants. (f) "Contractor" shall mean the
corporation, company, partnership, firm or individual named and
designated in the Contract as the exclusive "Branding Rights
Contractor" and its, his/her, or their employees, agents and legal
representatives. (g) "Contractor Representatives" shall mean
personnel from the Contractor's firm assigned to the contract.
NOTE: The term Corporate shall mean any person(s) located at the
Contractor's Corporate Headquarters or reporting directly to
Corporate Headquarters personnel. All definitions set forth in
other documents in this RFP as therein defined are applicable to
these instructions and to the other RFP documents. 1.5.
Organization and Facilities. The Massachusetts Convention Center
Authority is a public authority of the Commonwealth of
Massachusetts that is responsible for operation of the BCEC, the
John B. Hynes Veterans Memorial Convention Center, the Boston
Common Garage all located in Boston and the MassMutual Center in
Springfield, MA. The Authority's mission is to generate significant
regional economic activity by attracting conventions, tradeshows,
and other events to its world-class facilities while maximizing the
investment return for the residents and businesses in the
Commonwealth of Massachusetts. The scope of this engagement
includes the Pub within the BCEC. The BCEC and the Hynes Center
have earned a rare gold standard from the International Association
of Congress Centres, the highest certification level a convention
facility can achieve. 1.6 The Boston Convention & Exhibition
Center. The BCEC is located at 415 Summer Street and is one of the
country’s premier convention center facilities. This expansive
convention complex is the largest in the Northeast and provides
unparalleled meeting and exhibition opportunities. It offers over
500,000 square feet of contiguous exhibition space, 160,000 square
feet of meeting space, 82 meeting rooms, and a dramatic 40,020
square foot ballroom. In 2013, the MCCA hosted 124 events at the
BCEC with 417,220 attendees; in 2014, the MCCA hosted 139 events
with 488,504 attendees; in 2015, the MCCA hosted 147 events with
480,659 attendees; and in 2016, the MCCA projects123 events with
approximately 530,000 attendees. The events range in size up to
30,000 attendees at any one time. Information regarding the BCEC
floor plans can be found at
http://signatureboston.com/bcec/floor-plans-and-specs.aspx 1.7.
BCEC Dining & Concessions: Wicked Good Market located on Level
One has a seating capacity of 370 seats and offers everything from
fresh-off-the-grill sandwiches to brick oven pizzas, as well as
Asian bowls, a Mexican burrito bar, build-your-own salads, and
specialty pastas. The Pub is located within the Wicked Good Market.
1.8. BCEC Pub: The Pub is a full service bar composed of two (2)
forty (40) foot bars seating up to twenty (20) guests per side for
a total seating capacity of forty (40) people at the bar. The
dimensions for the bar area of the Pub are roughly forty (40) feet
by seventeen (17) feet. The Pub has one (1) draft tower on each
side that has five (5) taps. The menu includes a large variety of
American style pub fare. Current highlights include Beer Battered
Fish, Cheeseburgers, Chicken Tenders and Lobster Rolls. Other
offerings include Chicken Pesto Sandwich, Drunken Chicken Wings,
Chicken Quesadilla and Clam Chowder. Additionally, the menu
presently offers appetizers such as Crispy Pickles, Parmesan Fries
and an Italian Meatball Platter and desserts such as Chocolate Oreo
Parfait and Cheesecake. In 2014, the Pub operated for 84 event days
with $220,625 in gross revenues ($91,135.00 in beer sales),in 2015,
the Pub operated for 73 event days with $188,426 in gross revenues
($78,845.00 in beer sales) and, in 2016, the Pub operated for 78
events for $151,808 in gross revenues ($43,462.00 in beer
sales).
-
3
1.10. Key Stakeholders. Key Stakeholders to the Authority’s
Branding Right’s Agreement are the Authority’s exclusive food
service providers. The selected branding rights contractor shall
cooperate with this firm and designated key contacts. The BCEC’s
food service provider is currently Levy Restaurants (“Levy”) and
the Authority will designate a key contact from Levy to manage the
Branding Rights Agreement at the BCEC. SECTION 2 - AVAILABILITY OF
CONTRACT DOCUMENTS 2.1. Each Offeror may obtain one (1) set of the
Request for Proposals. Additional sets may be obtained at cost of
reproduction. 2.2. The Authority in making copies of the RFP
available does so only for the purpose of obtaining Proposals on
the work of this contract and does not expressly or impliedly
confer a license or permission of any kind to any person for any
other use thereof. SECTION 3 - EXAMINATION OF REQUEST FOR PROPOSALS
3.1. Before submitting a Proposal, each Offeror must thoroughly
examine the RFP and familiarize himself with federal, state and
local laws, ordinances, rules and regulations that may in any
manner affect cost, progress or performance of the contract.
Failure of an Offeror to acquaint himself with the RFP shall in no
way relieve the Offeror from any obligation with respect to his
Proposal. 3.2. Each Offeror shall promptly notify the Authority of
any ambiguity, inconsistency or error he may discover upon
examination of the RFP. The submission of a Proposal will
constitute a representation by the Offeror that he has complied
with every requirement of this Section 3 and that the RFP is
sufficient in scope and detail to indicate and convey understanding
of all terms and conditions for performance of this Contract. 3.3.
Intent to Bid. Offerors intending to file Proposals pursuant to
this RFP are required to notify Brendan Flynn, Contract
Administrator, Legal Department, by electronic mail at
[email protected], of their intentions to file a Proposal.
Offerors will be afforded an opportunity to tour the BCEC,
including the Pub area, by contacting Ms. Ruane. Each Offeror is
responsible for thoroughly examining the Authority’s facilities and
acquainting himself with local conditions that may in any manner
affect cost or performance of the contact. SECTION 4 - ADDENDA AND
INTERPRETATION OF REQUEST FOR PROPOSALS 4.1. Requests for
Interpretation of RFP. All questions and requests for
clarifications or interpretations of the meaning of the RFP shall
be in writing, addressed to the Authority, Attention: Theresa
Ruane, Contract Administrator, Legal Department, and to be given
consideration must be received the close of business on April 28,
2017. 4.2. Addenda to the RFP. Clarifications or interpretations
and any supplemental instructions or forms, if issued, will be
issued in the form of written Addenda prior to the date fixed for
opening of Proposals. Addenda will be sent by electronic mail or by
facsimile transmission, to all parties who, according to the
Authority's records, have been issued this RFP. Each Offeror shall
be responsible for determining that he has received all Addenda
issued, and failure of any Offeror to receive any such Addendum
shall not relieve such Offeror from any obligation under his
Proposal as submitted. 4.3. All Addenda so issued shall become part
of the RFP. 4.4. Oral clarifications or interpretations will be of
no effect. The Authority will not be responsible for, and an
Offeror may not rely upon or use as the basis of a claim against
the Authority or a consultant of the Authority, any information,
explanation or interpretation of the RFP rendered in any fashion
except as herein provided. 4.5. Any Offeror that contacts directly
or indirectly any Member or employee of the Authority in connection
with the selection process or the contract contemplated herein,
other than to submit a written question or request for
clarification as prescribed in this section, is subject to
disqualification.
-
4
SECTION 5-SCOPE OF SERVICES 5.1. Scope of Services. The purpose
of this Request for Proposal is to select an exclusive Branding
Rights contractor for the Pub, currently known as the “Sam Adams
Pub,” located within the BCEC. For the contractor chosen, this
relationship can mean far more than just traditional naming rights;
it includes marketing, advertising, hospitality and promotional
opportunities at the BCEC. This relationship will provide the
selected contractor an opportunity to showcase its products at the
BCEC’s Pub, and the diversity of clientele will provide it with an
extremely valuable and effective manner in which to market its
brand.
The overall objective of this Branding Rights Request for
Proposal is to identify one exclusive contractor that will create a
successful relationship that enhances the contractor’s community
marketing efforts and image while offering the Authority revenue to
continue to attract and develop new business for the BCEC.
Proposals will be reviewed and a contractor will be selected to
negotiate a five (5) year agreement with the Authority. The
Authority, at its sole discretion, will enter into a final
agreement with a contractor whose proposal and negotiations result
in an arrangement that best meets the needs of the Authority. 5.2.
Term. The term of the Contract will be for five (5) years from the
date of the contract. 5.2.1 The successful Offeror will be required
to furnish, no later than July 1, 2017, signage and/or displays it
proposes for the Pub at the BCEC. All signage is subject to the
Authority’s written approval. SECTION 6 - PREPARATION AND
SUBMISSION OF PROPOSALS 6.1. Each Proposal shall be submitted upon
the Proposal forms furnished by the Authority, copies of which are
bound herewith. The Proposal forms may be submitted without the
balance of the documents bound herewith. All blank spaces shall be
filled, in ink or typewritten, in words or figures. The Proposal
shall state the legal name of the Offeror and shall be signed in
ink by a person or persons legally authorized to bind the Offeror
to a contract. The name and title of the person or persons signing
the Proposal shall be typed or printed below the signatures. 6.2.
One (1) original unbound for reproduction and ten (10) copies of
each Proposal shall be submitted to the Executive Office of the
Authority, Boston Convention and Exhibition Center, c/o Brendan
Flynn, Procurement, Asset manager, 415 Summer Street, Boston,
Massachusetts 02210, not later than 4:00 P.M. on the date set forth
on the cover page of this RFP. Proposals should be submitted in a
sealed opaque envelope bearing on the outside the name of the
Offeror, his address, the words “BRANDING RIGHTS PROPOSAL
ENCLOSED”, on the face and addressed as indicated herein. The
Proposal and all attachments, shall be on 8½” x11" paper. No
Proposal, nor any modification of or supplement to a Proposal, made
by telephone, facsimile or other electronic media will be received
or recognized. 6.3. All Offerors are cautioned to allow ample time
for transmittal of Proposals. Offerors are solely responsible for
delivery to, and receipt by, the Authority. Proposals received
after the specified time will not be accepted or recognized. The
time of receipt will determine the acceptability of mailed
Proposals, regardless of postmark. 6.4. Any Proposal may be
withdrawn by the Offeror or his duly authorized representative by
written notice received by the Authority at the address for receipt
of Proposals specified in this Request for Proposals prior to the
time scheduled for the opening of such Proposals or authorized
postponement thereof. No Proposal may be withdrawn for thirty (30)
days after the opening of Proposals. A Proposal may be amended or
modified only by withdrawing the Proposal and resubmitting another
Proposal prior to the time for opening Proposals.
-
5
6.5. Proposals will not be read publicly, but a register will be
maintained of those firms submitting timely Proposals. The register
of Proposals will be open to public inspection. 6.6. Schedule. The
Authority expects to follow the schedule set forth below for the
selection process. The schedule is subject to change.
RFP Packages to
Offerors...............................................................................
April 17, 2017 Prebid
............................................................................................................April
26, 2017 Questions Due
................................................................................................April
28, 2017 Proposals
due..................................................................................................
May 8, 2017 Review and selection of
Contractor(s)........................................................on
or about June 1, 2017 Negotiation/letter of intent to
contract.......................................................on
or about July 1, 2017
SECTION 7 – AUTHORITY CONTRACT REQUIREMENTS; SIGNAGE
REQUIREMENTS; MAINTENANCE AND INSTALLATION The following terms and
conditions will govern the Branding Rights Agreement entered into
with the selected contractor and the Authority. 7.1. Signage and
Display Requirements. The selected contractor will supply, install,
service and maintain all signage and displays used to promote the
Pub at no charge to the Authority. All signage and displays must be
approved by the Authority in writing, prior to installation. The
contractor shall furnish advertising material to properly promote
the Pub. The requirement to provide necessary advertising materials
will continue through the contract term. 7.2. Signage and Display
Responsibilities. Ownership of all signage and displays furnished
by the contractor and placed within the BCEC will remain the
property of contractor. Expenses resulting from any damage,
including vandalism, of such signage and displays will be the
responsibility of contractor. The contractor will maintain all
signage and displays at their sole expense. All signage and
displays must be in compliance with all local, state and federal
regulations. The contractor will promptly remove any contractor
provided signage and displays when requested by the Authority. 7.3.
Signage and Display Servicing. The contractor will be responsible
for any and all preventive maintenance and remedial service for all
contractor supplied signage and displays in accordance with the
manufacture’s recommendations and guidelines. Technical service
personnel will be available and shall respond to requests to repair
or replace malfunctioning signage and displays. At the Authority’s
discretion, any such signage or display that presents a hazard to
public safety shall be removed and/or replaced. 7.4. Repair or
Removal of Signage and Displays. All signage and displays must be
repaired or removed within three (3) days of notice. Should
contractor fail, the Authority reserves the right to hire a
contractor of its choice to repair or remove said signage or
display and contractor shall be responsible for said invoices. 7.5.
Promotional Materials. At the request of the Authority, the Pub may
require promotional materials such as digital menu boards with the
contractor’s brand as needed. All menu boards will be provided to
the Authority at no additional cost upon the Authority request.
7.6. Pub Equipment. The contractor may provide Pub equipment with
the contractor’s brand for display. The specific type of equipment
must be approved by the Authority prior to installation. Any
machines must be of current design or style and size that are best
suited for the Pub location. The Pub equipment should be
attractive, sanitary, safe, reliable and meet any and all state and
federal requirements. Contractor’s should specify types of
equipment to be furnished by contractor in contractor’s Branding
Rights Plan. 7.7. Energy Star Certified Equipment. It is preferred
that any equipment, if at all, supplied by the selected contractor
is Energy Star Certified.
-
6
7.8. Contractor’s Equipment. Contractor shall provide the
Authority with a proposed list, including photos, and types of
equipment and machines, if at all, included in contractor’s
Branding Rights Plan that it proposes to provide during the term of
the Branding Rights Agreement. 7.9. Deliveries. Deliveries of all
signage, displays and equipment shall be made at locations mutually
agreed to by the Authority and its Key Stakeholders to avoid
interfering with the show clients, loading docks and operations of
the BCEC. 7.10. Key Personnel. The Authority reserves the right in
its sole discretion to request a change in the contractor’s key
account manager if service is deemed unsatisfactory. SECTION 8 -
REJECTION OF PROPOSALS 8.1. The Authority reserves the right to
reject any or all Proposals if the Authority determines that it is
in the public interest to do so, including but not limited to, on
the basis of impairment of the value or use of the facility or the
acceptability, or suitability of the name sought to be designated
for the facility. 8.2. Every Proposal which does not conform to the
statutory requirements, or which is on a form not completely filled
in, or is incomplete, conditional or obscure, shall be considered
invalid and the Authority shall reject any such Proposal. 8.3. In
addition, the Authority may consider informal and may reject any
Proposal which is not prepared and submitted in accordance with all
requirements of the RFP, or which contains alterations,
contingencies, additions not called for, errors or irregularities
of any kind; provided, however, that the Authority reserves the
right to waive any and all informalities or minor irregularities.
Matters as to substance shall not be waived. 8.4. Subject to the
foregoing, if the Proposal Form, or any other document or any
applicable law requires submission of certain information or other
items as a part of or to accompany Proposals and any Offeror
neglects to furnish such information or other items with its
Proposal, the Authority may reject the Proposal or deem such
Proposal as incomplete; provided, however, that the Authority
reserves the right to deem any such omission as an informality for
which such Proposal will not be rejected, and to subsequently
receive such information or other items prior to award of the
contract. SECTION 9 – CONTENT OF PROPOSALS; SELECTION CRITERIA 9.1.
Each Applicant must submit the following documents, as part of his
Proposal, in conformity with the procedures set forth in Section 6,
above. The completed documents must be printed on 8 1/2"x11" paper
for submission to the Authority, form in electronic media will not
be accepted. 9.2. Proposals shall consist of a Price Proposal Form
and a Branding Rights Plan as described herein. Additional pages
may be used where necessary.
9.2.1. Price Proposal –Applicants must complete the attached
price proposal. Additional information should be included as
necessary to explain in detail the Applicant’s price proposal.
-
7
9.2.2. Branding Rights Plan - Applicants shall describe its
Branding Rights Plan for the Pub. The plan shall include:
(a) Physical Component which shall contain, at a minimum, the
following:
(1) the concept plan including submittals of proposed signage
and displays; and (2) size, number and location of signage and
displays; and (3) any proposed additional displays, locations and
sales and/or marketing opportunities.
(b) Maintenance-Operating Component which shall contain, at a
minimum, an allocation of maintenance and operations costs
associated with the Branding Rights Plan on the installed signage
and/or displays in the facility. (c ) Narrative – which shall
include, at a minimum, the following:
(1) a narrative on the history of the business, the type of
business, products and services it provides and any products and or
marketing services it would like to perform as part of its
Application; and (2) Applicants must present evidence that they are
fully competent and have the necessary financial resources to
fulfill the conditions of the Contract. Applicants are encouraged
to provide audited and or certified financial statements. The
Authority reserves the right to require bonding, letter of credit
or other suitable security in connection with award and performance
of said Contract; and (3) Applicants are also encouraged toexpand
upon the criteria set forth above. Applicants may choose to include
information regarding potential ideas and methods for media
packages, program ads, marketing programs, further activities that
may include an extension of the Pub to the Exhibit Hall Floor for
large events, etc., that will enhance the name recognition of the
Applicant in connection with the Pub.
9.3. Applicants which meet all of the submission requirements
set forth in Section 9.2 will be evaluated by the Authority's
Selection Committee (the "Selection Committee") on the basis of
Applicant's information supplied in the Proposal Form and the
following evaluation of the following criteria:
(a) Pricing Proposal. Minimum requirements. (1) Applicants
shall, at a minimum, provide a sum of fifty thousand ($50,000.00)
Dollars over the life of the five (5) year term.
(b) Business History. Minimum requirements.
(1) That the principal firm, partnership or corporation or its
parent company making a Proposal has been in continuous existence
for a period of the past five (5) years, or more.
(c) Branding Rights Plan. Minimum requirements.
(1) That the Branding Rights Plan addresses and complies with
section 9.2.2 of this RFP.
(d) Financial Stability. Minimum requirements.
(1) Applicants are required to submit financial information
sufficient to demonstrate to the reasonable satisfaction of the
Authority that the Applicant has the financial resources to
complete the Contract.
SECTION 10 - SELECTION OF FINALISTS; AWARD OF CONTRACT
-
8
10.1. The Authority's Selection Committee, after reviewing the
Proposals, will determine whether, in order to facilitate the
selection of ranking finalists, Applicants may be required to
appear for an interview before the Selection Committee. If the
Selection Committee determines to require an interview, the
Selection Committee may interview (a) all Applicants; (b) those
Applicants which the Selection Committee finds on the basis of an
evaluation of the Proposals, appear to meet the minimum
requirements as stated in this RFP; or those Applicants
(semifinalists) which the Selection Committee determines, on the
basis of an evaluation of the Proposal, appear most likely to be
selected as finalists. Applicants selected to appear for an
interview will be notified in writing, by mail, facsimile
transaction, or otherwise, of the time, place, duration and format
of the interview. 10.2. Proposals submitted in accordance with the
requirements of this RFP and not rejected by the Authority as
provided above will be delivered to the Authority's Selection
Committee. The Selection Committee will evaluate the Proposals
submitted in accordance with the provisions of the RFP based on the
criteria set forth in this section. In evaluating each Proposal,
the Selection Committee shall assign a rating of HIGHLY
ADVANTAGEOUS, ADVANTAGEOUS, NOT ADVANTAGEOUS, or UNACCEPTABLE for
each criterion. A rating of ADVANTAGEOUS will be given when a
Proposal meets the standards set forth for that criterion. A rating
of UNACCEPTABLE will be assigned to a Proposal which fails to meet
the standards and which cannot be accepted without revisions to a
Proposal. The Selection Committee may, but is not required to,
identify any revisions necessary to change a rating on a criterion
from UNACCEPTABLE or NOT ADVANTAGEOUS to ADVANTAGEOUS and shall
specify such changes in writing. The award of the Contract to any
Applicant whose Proposal was rated UNACCEPTABLE with respect to one
or more criteria will be conditioned on the negotiation of the
revisions stated by the Selection Committee. A rating of HIGHLY
ADVANTAGEOUS or NOT ADVANTAGEOUS will be assigned only on criteria
which this RFP specifically notes may receive these ratings. A
Proposal will not be rated higher than ADVANTAGEOUS for offering
features in addition to those requested in the RFP or for exceeding
the standards specified in the evaluation criteria. 10.3. Each
responsive Proposal will be assigned a composite rating of HIGHLY
ADVANTAGEOUS, ADVANTAGEOUS, NOT ADVANTAGEOUS, or UNACCEPTABLE.
Unless a Proposal has received a rating of HIGHLY ADVANTAGEOUS on a
criterion, it may not be assigned a composite rating of HIGHLY
ADVANTAGEOUS. If a Proposal has received a rating of NOT
ADVANTAGEOUS on one or more criteria, it may be assigned a
composite rating of NOT ADVANTAGEOUS. If a Proposal has received a
rating of UNACCEPTABLE on one or more criteria, it shall be
assigned a rating on UNACCEPTABLE. 10.4. A criterion for selection
will be the pricing proposed ("Price Proposal") supplied in the
Proposal Forms. The contract will be awarded based on the
Authority's determination of the most advantageous Proposal from a
responsible and responsive Applicant, taking into consideration
price and the other evaluation criteria set forth herein. If the
higher Priced Proposal from a responsible and responsive Applicant
has received a composite rating of HIGHLY ADVANTAGEOUS, or if no
Proposal receives a rating of HIGHLY ADVANTAGEOUS and the higher
Priced Proposal from a responsible and responsive Applicant has
received a composite rating of ADVANTAGEOUS, the Contract will be
awarded to that Applicant. If the higher Priced Proposal from a
responsible and responsive Applicant has received a composite
rating of NOT ADVANTAGEOUS, the Contract will not be awarded to
that Applicant unless the Authority determines that the difference
in cost is so significant, when considered in light of the relative
disadvantageousness of the Proposal, as to merit the selection. The
Selection Committee will not award the Contract, regardless of the
high Price Proposal, to an Applicant whose Proposal has been rated
UNACCEPTABLE, unless the Selection Committee has identified
revisions necessary to change the rating to ADVANTAGEOUS and the
Applicant agrees to such revisions at no change in the contract
price.
The Authority reserves the right to negotiate a change in any
element of contract performance or cost identified in the Request
for Proposals or the selected Applicant's response which results in
higher costs or a more cost effective or better value than was
presented in the selected Applicant's original response. 10.5. The
selection criteria on which ratings will be assigned are the
following:
(a) Compliance with all of Criteria set forth in Section 9.2.
Proposals which affirmatively demonstrate
-
9
that they meet all of the Criteria in Section 9.2 will be rated
ADVANTAGEOUS. Proposals which fail to meet any of the
Specifications will be rated UNACCEPTABLE. Pursuant to Section 8,
above, a Proposal which is conditional -- that is, which conditions
the Applicant's willingness to conform to a specification or
contractual condition of this RFP on any action by the Authority or
on any other event or condition -- will be rejected. (b) Pricing
Proposal. The Authority will rank as HIGHLY ADVANTAGEOUS, Pricing
Proposals which guarantee the most value to the Authority in a
payment or payments at or in excess of the minimum stated. (c)
Branding Rights Plan. The Authority will rate as HIGHLY
ADVANTAGEOUS, Branding Rights Plans which propose a well thought
out physical component, and proposals with favorable terms for the
Authority and which afford the Authority control over the
deployment and content of signage and displays. (d) Commitment and
Financial Stability. The Authority will rate as HIGHLY
ADVANTAGEOUS, proposals which demonstrate the financial ability to
complete the commitments contained in the proposals as well as
demonstrate credible interest in participating in marketing
programs which will assist both the Branding Rights Contractor and
the Authority in promoting the utilization of the Pub.
10.6. The Selection Committee shall select a finalist and submit
its name to the Authority. The Selection Committee may specify
special conditions or requirement in selecting a particular
Applicant as a finalist, including but not limited to requirement
that the Applicant shall agree to specified revisions in its
proposed Branding Rights Plan as a precondition to the award of the
contract. 10.7. No person or firm nor any person or firm suspended
or debarred pursuant to Massachusetts General Laws Chapter 29,
Section 29F, or any other applicable debarred or disqualification
provisions of any other chapter of the Massachusetts General Laws
or any rule or regulation promulgated thereunder, shall be included
as a finalist. 10.8. Award of Contract. The Authority shall select
the Applicant to which the Contract shall be awarded. 10.9. Form of
Contract. The form of Contract attached to this RFP and the terms
and conditions contained therein will serve as a basis for the
contractual arrangement by and between the Authority and the
selected Applicant, but the Authority reserves the right, in its
discretion to alter, supplement or modify such terms and conditions
of said Contract. The Contract as herewith is in draft form and is
subject to revision at the sole discretion of the Authority. 10.10.
Time for Finalizing Contract. The Applicant will be so notified in
writing, by mail, facsimile transmission, or otherwise. The notice
may specify a time, which shall not be less than ten (10) days,
Saturdays, Sundays and legal holidays excluded, from the date of
the notice, by which such Applicant must execute the contract in
substantially the form bound herewith, and furnish the certificates
of insurance, evidence due authorization and execution, and any
other documents requires in connection with execution of the
Contract. The Authority reserves the right to incorporate into the
Contract the selected Applicant's Proposal and or any Branding
Rights Plan and other portions thereof. If the selected Applicant
fails or refuses to execute the Contract within such time then
unless the Authority in its sole discretion elects to extend the
time or cancel this procurement, the Authority shall commence
negotiations with remaining Applicants. 10.11. The Authority's
anticipated schedule for selecting finalist, and awarding the
contract, is subject to change at the Authority's sole
discretion.
-
10
SECTION 11 - CERTIFICATES AND DOCUMENTS TO BE FURNISHED UPON
EXECUTION OF CONTRACT 11.1. At the time of execution of the
contract, the selected Offeror must furnish to the Authority
certificates evidencing required insurance coverage in accordance
with the provisions of the insurance requirements contained in the
attached contract terms and conditions provisions. 11.2. The
affidavit of compliance with certain laws of the Commonwealth
relating to corporations, and evidence of corporate authority with
respect to execution of the contract documents on behalf of the
selected contractor, on the form contained in the RFP, must be
furnished by the selected contractor at the time of execution of
the contract.
-
11
SCHEDULE 1 CONTRACTOR CERTIFICATE
We, having examined the Request for Proposal, Scope of Services
and Terms and Conditions, do hereby offer and agree to furnish the
Branding Rights Services as hereinafter described in said Documents
hereunto at the prices stated therein.
_______________________________________________________ has
received, reviewed, and agrees to Addenda
(Company Name)
_______________________________________________________.
If successful, agrees to execute an Authority-
(Company Name)
Contractor Branding Rights Services Agreement.
Submitted by: __________________________________________________
(Company Name)
Address:
__________________________________________________
__________________________________________________
__________________________________________________
Signature: __________________________________________________
(Authorized Agent or Officer)
Printed Name: __________________________________________________
Title: __________________________________________________
-
12
SCHEDULE 2 SECRETARY'S CERTIFICATE
(Applicable to all Corporations)
I,
______________________________________________________________________,
being the Secretary of (Name of Secretary of Company)
__________________________________________________________, hereby
certify that the Proposal submitted (Company Name) herewith, has
been authorized by the Board of Directors of said corporation, and
that the signature on the Contractor Certificate, Schedule 1 above,
is that of a duly authorized agent and/or officer of same
__________________, 2016.
Secretary
(CORPORATE SEAL)
-
13
SCHEDULE 3 INFORMATION TO BE FURNISHED WITH PROPOSAL
PLEASE PRINT OR TYPE IN BLANK SPACES Date Submitted:
________________________________________ Submitted by:
________________________________________ If Offeror is an
individual, fill in Para. (a) only.
(a) Offeror is:
______________________________________________________________
(Full Name)
________________________________________________________________
(Street)
________________________________________________________________
(City, State and Zip)
and is sole Owner of, and doing business as:
(Trade Name)
OR
-
14
If Offeror is a partnership, fill in Para. (b) only.
(b) A commercial partnership composed of the following partners
(Provide Names and Addresses of all Partners):
_______________________________________
_______________________________________ (Name) (Name)
_______________________________________
_______________________________________ (Street) (Street)
_______________________________________
_______________________________________ (City, State and Zip)
(City, State and Zip) _______________________________________
_______________________________________ (Name) (Name)
_______________________________________
_______________________________________ (Street) (Street)
_______________________________________
_______________________________________ (City, State and Zip)
(City, State and Zip) doing business as:
__________________________________________________ (Trade Name)
domiciled at: __________________________________________________
(Street)
__________________________________________________
(City, State and Zip)
and which Contract Agreement will be signed by:
___________________________________________________
(Name of Partner) A member of the co-partnership.
Additionally, please submit a copy of the partnership agreement
and a partnership certification evidencing the existence of the
partnership and the authority and incumbency of the person signing
on behalf of the partnership.
OR
-
15
If Offeror is a corporation, fill in Para. (c) only.
(c) A corporation organized under the laws of the State of
___________________________,
domiciled at: __________________________________________________
(Street)
__________________________________________________
(City, State and Zip)
and authorized to do business in the Commonwealth of
Massachusetts and which Contract Agreement will be signed by:
(Name of Officer)
Officer who signs Contract Agreement for successful contractor
must furnish Notary with an extract of minutes of corporation's
Board of Directors showing his authority to act for the
corporation.
Additionally, the corporation should submit an officer's
certificate containing a copy of the current minutes of the
corporation authorizing the corporation and the individual officer
to act and stating the incumbency of the acting officer.
The following named bank domiciled in the Commonwealth of
Massachusetts will furnish irrevocable letters of credit in lieu of
specific bonds for the requirements as noted above.
_____________________________________________
(Name of Bank)
_____________________________________________ (Street)
_____________________________________________ (City, State and
Zip)
-
Number of years of experience of the Offeror making this
Proposal: TYPE OF OPERATION YEARS OF EXPERIENCE
_______________________________________
_______________________________________ Give the names and
locations of any other entities, if any, for which your
organization has branding rights.
Type of Operation: Name: Location: Dates:
Have any contracts for branding rights held by your organization
ever been canceled? Yes ( ) No ( ). If yes, explain in detail the
specifics of these circumstances on separate attached pages.
Bank References:
Bank: Address:
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
-
SCHEDULE 4 OFFEROR’S PRICE PROPOSAL FORM
BRANDING RIGHTS
By submitting this Proposal, the Applicant represents to the
Authority that it has examined and understands the RFP, the
Contract, including the Scope of Services, Addenda (if any), and
all other documents specifically incorporated therein, and that
this offer is made with reference and relation to all said
documents. By submitting this Proposal, the Applicant agrees that
it shall be subject to the jurisdiction of the Courts of the
Commonwealth of Massachusetts with respect to any actions arising
out of or related to this Proposal or any contract that may be
entered into based upon this Proposal, and that any such actions
commenced by the respondent shall be commenced in the courts of the
Commonwealth of Massachusetts. The Applicant acknowledges its
understanding that it cannot amend this Proposal after transmittal
to the Authority unless it withdraws this Proposal and resubmits
another Proposal prior to the time for opening Proposals.
A. This Proposal includes Addenda numbered: _______.
B. In consideration for the Naming Rights granted in the Naming
Rights Agreement, the Applicant proposes to pay to the Authority a
Naming Rights Fee as follows:
Dollar Amount:
__________________________________________________________ Schedule
of Payment(s): 2017______________________________________________
2018______________________________________________
2019______________________________________________
2020______________________________________________
2021______________________________________________
Pursuant to Section 67A of Chapter 266 of the Massachusetts
General Laws, which prohibits in any matter relating to a public
procurement the intentional making of a material statement that is
false or the intentional omission or concealment of a material fact
in a written statement, the undersigned certifies that all
statements contained in this Certification are true and complete.
The undersigned certifies under the penalties of perjury that this
Proposal is in all respects bona fide, fair and made without
collusion or fraud with any other person. As used herein the word
"person" shall mean any natural person, joint venture, partnership,
corporation or other business or legal entity. The undersigned
further certifies under penalty of perjury that neither said
undersigned nor the respondent on whose behalf this Proposal is
submitted is presently suspended or debarred under the provisions
of M.G.L. c.29, 29F, or any other applicable debarment provisions
of any other chapter of the General Laws or any rule or regulation
promulgated thereunder.
-
The undersigned further certifies under the pains and penalties
of perjury, pursuant to M.G.L. c.62C, 49A(b), that the Applicant on
whose behalf this Statement is submitted has complied with all laws
of this Commonwealth relating to taxes. The terms and conditions of
this Proposal are agreed to on this _______day of____________ ,
2017. By: _____________________________ Signature
_________________________________ Print Name of Signatory
_________________________________ Title of Person Signing
Proposal
_________________________________ Organization Name
_________________________________ Business Address
_________________________________ City, State and Zip Code
_________________________________ Social Security Number or Federal
Identification Number Telephone: ( ) Facsimile: (
)_____________
-
SCHEDULE 5 OFFEROR’S BRANDING RIGHTS PLAN
-
1
MASSACHUSETTS CONVENTION CENTER AUTHORITY BRANDING RIGHTS
AGREEMENT
This Branding Rights Agreement (the “Agreement”) is entered into
this ___ day of ____, 2017, between the MASSACHUSETTS CONVENTION
CENTER AUTHORITY, an independent public authority of the
Commonwealth of Massachusetts, and having a usual place of business
at 415 Summer Street, Boston MA 02210 (hereinafter the “Authority”)
and ____________ (the “Contractor”), a corporation organized under
the laws of _______________ and having a usual place of business at
_______________________, for the provision of BRANDING RIGHTS at
the Wicked Market Pub located within the Boston Convention &
Exhibition Center. Collectively, the Authority and Contractor may
be referred to as the “parties”).
RECITALS WHEREAS, the Authority owns and operates the Boston
Convention & Exhibition Center, located at 415 Summer Street,
Boston MA; and WHEREAS, the Authority published a Branding Rights
Request for Proposal (“RFP”) duly advertised on xxxxx ___, 2017 and
Contractor, according to the terms and conditions of the RFP
process, has been awarded said contract for Branding Rights;
and
WHEREAS, the Parties intend that this Agreement shall constitute
the Branding Rights
Agreement contemplated by said RFP; and WHEREAS, Contractor is
the owner of the Intellectual Property as defined, and
reproduced on Exhibit “A”, which are registered in Contractor’s
name in the United States Patent and Trademark Office and are
presently employed by Contractor in the operation of its
businesses; and
WHEREAS, the Authority intends to designate the Pub located
within the BCEC as the
“_____________ Pub” and to grant to Contractor the Branding
Rights in accordance with the terms and conditions set forth
herein, and, in connection therewith, Contractor will grant to the
Authority a license to use the Intellectual Property (as hereafter
defined) for such limited use.
NOW, THEREFORE, for good consideration, the receipt and
sufficiency of which is hereby acknowledged, including the promises
and covenants contained herein, the Parties agree as follows:
ARTICLE 1. CONTRACT DOCUMENTS
1.1 The contract documents consist of this Agreement and other
documents enumerated below or referred to in such other documents.
The contract documents are all as fully a part of this Agreement as
if attached to this Agreement or repeated herein. Terms used herein
which are
-
2
not defined in this Agreement shall have the meanings assigned
to such terms in the other documents. The contract documents are as
follows:
(a) The Final Agreement between the Authority and the selected
Contractor;
(b) All transition plans, improvement plans, and the like
developed during the
proposal evaluation plan for inclusion in the Final Contract;
(c) The selected Contractor’s proposal in total including the Price
Proposal Form,
Branding Rights Plan, all addenda, schedules and attachments;
(d) The RFP as originally released, with Appendices, Exhibits and
any Addenda
released prior to proposal opening; 1.2 In case of
discrepancies, inconsistencies or conflicts among the contract
documents or within any of the documents, the contract documents
shall be interpreted on the basis of the following priorities: (a)
Written amendments to this Agreement for Branding Rights signed by
both
parties; those of a later date shall take precedence over those
of an earlier date; and
(b) This Agreement, including Exhibits A and B; and
(i) Request for Proposals and addenda numbered _____; and (ii)
The Contractor’s Proposal, including the Contractor's Branding
Rights
Plan; and (ii) All other attachments to the Contractor's
Proposal.
1.3 “Intellectual Property” shall mean, collectively, the Mark
or Logo (Exhibit “A”). 1.4 “Mark or Logo” shall mean the written in
the typeface or any derivative or associated trademark,
service-mark, design, or logotype that incorporates the Mark or
Logo or any portion of the Mark or Logo and is approved by the
Authority for use in accordance with this Agreement.
-
3
ARTICLE 2 NAMING OF THE PUB WITHIN THE BCEC
2. During the Term of this Agreement, the Authority, agrees that
the Pub within the BCEC shall be known and referred to as “The
___________ Pub”, subject to the terms and conditions of this
Agreement. All announcements made by the Authority relating to the
Pub and all Authority purchased or controlled print, electronic, or
broadcast media advertising for the Pub or activities or events at
the Pub shall refer to the Pub as “The ___________ Pub”. The
Authority agrees to use their reasonable efforts to identify the
Pub as “The ___________ Pub” in all official documents, press
releases, and promotional materials produced or disseminated by or
for the account of the Authority. The rights granted in this
Article and in Article 4 shall constitute the Branding Rights
granted under this Agreement.
ARTICLE 3 GRANT OF LICENSE
3. Subject to the terms of this Agreement, the Contractor hereby
grants to the Authority (a) the right to use the Intellectual
Property, and (b) the right to sublicense the use of the
Intellectual Property in accordance with Article 12 hereof, during
the Term (as hereafter defined) of this Agreement. The foregoing
grants are non-exclusive and non-assignable, except as otherwise
expressly specified in this Agreement. The Contractor and the
Authority agree that the exercise of the rights granted hereunder
will always relate to the Pub, its operations and activities.
ARTICLE 4 IDENTIFICATION OF BCEC PUB
4. In connection with the agreements made by the Parties herein,
the Authority acknowledges and agrees that it shall act reasonably
to change all name-identification signage currently existing at the
location of the Pub to “The ___________ Pub”, as agreed by the
Authority, as more fully set forth on the agreed upon Branding
Rights Plan or as may thereafter be mutually agreed upon by
Contractor and the Authority; and, at the end of the Term shall
remove or obliterate all such signs, lettering, and other writings
containing Contractor’s Intellectual Property.
ARTICLE 5 TERM
5. Term. The term (the “Term”) of this Agreement will be for
five (5) years and shall commence on XXXXX 1, 2017 (the “Effective
Date”) and shall end on XXXXX 1, 2022, unless terminated earlier in
accordance with Article 7 or Article 13. 5.1 Duties on Termination
or Expiration. On termination of this Agreement for any cause or
upon expiration of the Term hereof, the following rights and/or
duties shall immediately arise:
(a) Contractor shall pay to the Authority any and all sums, if
any, then due and owing; and
-
4
(b) The Authority shall discontinue the use of all Intellectual
Property of the
Contractor and rename the Pub; and
(c) The Authority shall remove or obliterate all signs, floor
lettering and other writings containing the Contractor’s
Intellectual Property.
ARTICLE 6 RIGHT OF FIRST NEGOTIATION
6.1 In the event that the Contractor has fully complied with all
of its covenants, duties and obligations under this Agreement and
is not in default or in breach of any of the terms and conditions
of the Agreement, then, subject to the restrictions and conditions
contained herein, the Authority shall grant to the Contractor, two
hundred and seventy (270) days prior to the expiration of the Term
of this Agreement, an exclusive right to negotiate (the “Right of
First Negotiation”) to renew this Agreement upon the expiration of
the Term, upon terms and conditions mutually acceptable to such
parties. If the Contractor elects to exercise said Right of First
Negotiation, the Contractor must submit a written offer (“Written
Offer”) to the Authority, setting forth the consideration and other
material terms and conditions proposed by the Contractor for the
renewal of this Agreement, no later than one hundred and eighty
(180) days prior to the expiration of the Term. 6.2 Upon the
Authority’s receipt of the Contractor’s Written Offer, the parties
shall negotiate exclusively with each other, and in good faith,
until the earlier of (a) the conclusion of negotiations and the
execution of a definitive agreement or (b) the expiration of a
ninety (90) day period after the Authority’s receipt of the Written
Offer (the “Target Period”). After the expiration of the Target
Period, the Authority shall have no further obligation to negotiate
exclusively with the Contractor, but shall be permitted to take any
other actions including but not limited to soliciting proposals for
the grant of Branding Rights or commencing negotiations with any
other parties with respect to the Branding Rights.
ARTICLE 7 MAINTENANCE AND REPAIR OBLIGATIONS
7. The Authority agrees to maintain the Pub, subject to ordinary
wear and tear, casualty, or events of force majeure and the terms
of this Agreement and, if damaged or destroyed, shall replace or
repair such Pub.
-
5
ARTICLE 8 BRANDING RIGHTS FEE AND OTHER CONSIDERATION;
LIMITATIONS
8.1 As consideration for the rights and benefits granted to the
Contractor in this Agreement, the Contractor shall pay to the
Authority the aggregate amount of $_____________ (the “Branding
Rights Fee”) as follows:
Schedule of Payment(s): 2017 _______________________________
2018 _______________________________ 2019
_______________________________ 2020
_______________________________ 2021
_______________________________
8.2 Funding Limitations. Notwithstanding anything to the
contrary set forth in this Agreement, the Authority and the
Contractor acknowledge and agree that performance by the Authority
of its responsibilities under this Agreement is in all respects
subject to and expressly conditioned upon the Contractor’s payment
of the Branding Rights Fees as set forth hereunder to enable the
Authority to fulfill its obligations under this Agreement.
8.3. Title. Legal title to all of the structures, equipment, and
other improvements constructed pursuant to this Agreement, shall
immediately vest in the Authority.
ARTICLE 9 NATURE OF AGREEMENT
9.1 Except for the rights expressly granted to the Contractor
under this Agreement, nothing in this Agreement shall be construed
to in any way limit, or affect the rights and interests of the
Authority with respect to the ____ Pub, or the Authority’s right to
operate the ____ Pub, conduct all lawful business therein and
exercise any and all rights incidental thereto. 9.2 The Contractor
acknowledges that the Authority has existing agreements with other
entities. The granting of Branding Rights hereunder shall in no way
modify, interfere with or affect the Authority’s rights and
obligations under such agreements or like or successor agreements.
9.3 The Contractor acknowledges and agrees that the Authority
reserves all rights to sell, convey, permit, license or grant any
or all marketing, signage, advertising, food and beverage, pouring
or similar rights not expressly granted in connection with this
RFP. 9. 4 Sole Owners. The Contractor represents and warrants that
it is the sole owner of the Intellectual Property and that all
goodwill relating to the Intellectual Property is and shall remain
the sole and exclusive property of the Contractor. Upon termination
or expiration of this
-
6
Agreement, any and all rights granted to the Authority in the
Intellectual Property, shall terminate. Similarly, upon termination
or expiration of this Agreement, any and all rights granted to the
Contractor in this Agreement shall terminate.
ARTICLE 10 PROTECTION OF THE MARK OR LOGO
10. The Contractor represents and warrants that the service mark
or logo depicted on Exhibit “A” are presently registered as a
service mark with the United States Patent and Trademark Office and
that the Contractor has the right to grant to the Authority all
necessary rights related thereto in accordance with the terms of
this Agreement. The Contractor agrees, at its sole expense, to file
any necessary or appropriate permits and applications with
government agencies, including, but not limited to an “Intent to
Use Application” for registration of the Mark or Logo with the
United States Patent and Trademark Office promptly upon the
execution of this Agreement. The Authority shall cooperate with the
Contractor, in the Contractor’s prosecution of such permits and
applications, but the Authority shall not be required to incur any
expense in connection therewith. The Contractor agrees not to
abandon, forfeit, or cancel any state, federal, or foreign
trademark applications or registrations sought or obtained by the
Contractor relating to the Intellectual Property and will take all
steps to maintain, prove usage, or renew said applications or
registrations, including but not limited to filing appropriate
documentation with the U.S. Patent and Trademark Office and all
state and foreign trademark authorities.
ARTICLE 11 MANDATORY PLACEMENT AND USE OF MARK OR LOGO
11. During the Term, the Authority agrees to display the
Intellectual Property in accordance with the provisions of this
Agreement; provided, however, that if the Contractor changes the
Intellectual Property, the Contractor shall pay the Authority’s
costs of replacing all signage or displays of whatever nature
containing the Mark or Logo, and shall pay the cost to the
Authority for any materials containing the Mark or Logo that are
discarded as a result of the change, and the cost of replacement
materials. The Authority shall have no obligation to install or
display the Intellectual Property in violation of applicable laws,
including, without limitation, laws regulating copyrights,
trademarks, and other forms of intellectual property. After the
initial placement of the signage and displays, the Authority
reserves the right, to be exercised in its sole discretion, to
determine whether any signage or display is suitable for such
use.
ARTICLE 12
SUBLICENSING 12.1 Right to Sublicense. The Authority’s right to
sublicense the use of the Intellectual Property under this
Agreement shall be limited to concessionaires of the Authority who
may, in turn, subcontract the manufacture of products consisting of
food service, related supplies and novelties or souvenirs, and any
other goods or items sold, used, consumed, or given away by the
Authority or its concessionaires in connection with its operation
of the Pub bearing the Intellectual Property.
-
7
12.2. Other Rights. Notwithstanding the provisions of Article
12.1, the Authority shall be entitled to authorize the use of the
Intellectual Property by promoters, and other users of the BCEC, on
tickets and in advertising and promotional materials, and to refer
to the location of an event, and such authorization shall not be
deemed to be a sublicense to which Article 12.1 applies.
ARTICLE 13 DEFAULT AND REMEDIES
13. Default by Contractor. The following shall constitute an
event of default by the Contractor under this Agreement: (a) the
Contractor makes a general assignment for the benefit of creditors
or takes the benefit of any insolvency act, (b) a receiver or
trustee is appointed for the Contractor or the Contractor’s
property, (c) this Agreement is assigned, passed to or devolves
upon any person, firm or corporation other than the Contractor or
the Contractor attempts to assign this Agreement without the prior
written consent of the Authority, (d) the Contractor defaults in
the payment of any of its monetary obligations under this
Agreement, (e) the Contractor fails to perform or observe any of
its other non-monetary obligations, covenants, conditions or
agreements contained herein within fifteen (15) days of the date of
written notice thereof from the Authority, or (f) the Contractor
ceases or takes material steps to cease to carry on its business.
13.1. Authority’s Remedies. The Authority has the right,
immediately after the occurrence of an event of default by the
Contractor, to take the following actions, which are not exclusive
but are cumulative: (a) remove all signage or materials displaying
or containing the Intellectual Property; (b) seek monetary damages;
(c) invoke any remedy allowed at law or in equity or otherwise; or
(d) terminate this Agreement, or (e) rename the Pub. In the event
that the Term ends by reason of the Contractor’s default, the
Contractor shall pay all cost, losses, and expenses incurred by
Authority in removing all signs, lettering and other writings or
materials containing the Intellectual Property and the cost of any
materials containing the Intellectual Property that must be
discarded as a result of the termination. 13.2. Default by the
Authority. The following shall constitute an event of default by
the Authority under this Agreement: the failure of Authority to
perform or observe any of the obligations, covenants, agreements,
or conditions to be performed or observed by the Authority under
this Agreement within thirty (30) days after written notice from
the Contractor of such failure; provided, however, that if such
performance or observance cannot reasonably be accomplished within
such thirty (30) day period, a default shall not be deemed to have
occurred if the Authority begins to cure the breach within the
thirty (30) day period and diligently and in good faith continue to
pursue the cure of the breach. 13.3. Contractor’s Remedies. In the
event of a default under this Agreement by the Authority, the
Contractor’s sole and exclusive remedy shall be (a) to terminate
this Agreement; (b) to seek specific performance; (c) to seek
injunctive relief; and/or (d) to seek its actual monetary damages
on account thereof. The Contractor waives all rights to assert any
claim for any other damages (including, without limitation,
special, consequential, punitive, exemplary or lost profits).
-
8
13.4. Interest on Delinquent Payments. Interest shall accrue on
any sums not paid within thirty (30) days when due under this
Agreement from the date on which such sums were due under this
Agreement until paid at an annual rate equal to the lesser of ___
percent (__%) per annum or the maximum non-usurious rate of
interest permitted by applicable law.
ARTICLE 14 INDEMNIFICATION
14. The Contractor shall hold the Authority harmless from and
indemnify and defend the Authority, its, officers, directors,
employees, agents, and assigns against any and all suits, actions,
claims, losses, demands, damages, liabilities, costs, and expenses
of every kind, including costs and attorneys’ fees, that relate to
or arise or result from the Contractor’s breach of or default under
any provision of this Agreement. The Contractor shall hold the
Authority harmless from and indemnify and defend Authority, its
officers, directors, employees, agents, and assigns against any and
all suits, actions, claims, losses, demands, damages, liabilities,
costs, and expenses of every kind, including costs and attorneys’
fees that relate to or result from: (a) any alleged infringement
upon or violation of any copyright or other intellectual property
right related to the use or display at the BCEC of the Intellectual
Property, or (b) any claim of unfair competition arising out of or
related to Authority’s use of the Intellectual Property as
permitted by this Agreement. The Contractor represents and warrants
that it has no knowledge that the use, operation, or practice of
the Intellectual Property will infringe or otherwise violate the
trademark, trade dress, patent, trade secret, copyright, or other
intellectual property rights of any third party.
ARTICLE 15 ASSIGNMENT; DELEGATION
15. Neither this Agreement nor any rights or obligations under
this Agreement shall be assigned, sublicensed or delegated by the
Contractor without the prior written consent of the Authority. Any
attempted assignment, sublicense or delegation in violation of the
immediately preceding sentence shall be void and shall constitute
an event of default by the Contractor as set forth in Article 13.
This prohibition against assignment, sub-licensing and delegation
shall be construed to include a prohibition against any assignment
by operation of law. Any transfer of this Agreement from the
Contractor by merger, consolidation or dissolution, or any change
in ownership or power to vote a majority of the voting stock in the
Contractor outstanding at the time of execution of this instrument
(or at any future time) shall constitute an assignment for the
purposes of this Agreement. Any request for approval of an
assignment, sublicense or delegation made to the Authority shall be
accompanied by an undertaking by the proposed assignee, sublicensee
or delegatee, in a form approved by the Authority, to fully
reimburse the Authority for any and all costs to the Authority
associated with such assignment sublicense or delegation, including
but not limited to the costs described in Article 11.
-
9
ARTICLE 16 MISCELLANEOUS PROVISIONS
16. Notices. All notices, offers, consents, or other
communications required or permitted to be given pursuant to this
Agreement shall be in writing and shall be considered as properly
given or made if delivered personally or by messenger or delivered
by mail, and addressed to the address of the intended recipient at
the following addresses: If to the Authority: Massachusetts
Convention Center Authority 415 Summer Street Boston, MA. 02210
Attn: Executive Director with a copy to: Massachusetts Convention
Center Authority 415 Summer Street Boston, MA. 02210 Attn: General
Counsel If to _________: Attn: a copy to: A party may change its
address by giving notice in writing stating its new address to the
other parties. 17.1. Authority. Each party has full power,
authority and legal right to enter into this Agreement and to
consummate the transactions contemplated hereunder. The Agreement
has been duly authorized by all requisite action of the directors,
shareholders or appropriate governing body of each party hereto.
Upon execution and delivery by each party of the Agreement, they
will each be a valid and binding obligation of each party,
enforceable in accordance with its terms, except as enforcement may
be limited by bankruptcy, insolvency, reorganization or similar
laws affecting the rights of creditors generally. 17.2. Governing
Law. This Agreement shall be governed by and construed in
conformity with the laws of the Commonwealth of Massachusetts
(exclusive of conflicts of laws principles). This Agreement calls
for performance in Suffolk County, Massachusetts, and jurisdiction
and venue for any and all disputes arising out of or related to
this Agreement shall lie exclusively in the Commonwealth of
Massachusetts County of Suffolk. 17.3. Severability. Whenever
possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law; but
if any provision of this Agreement or the application thereof to
any party or circumstance is prohibited by or invalid
-
10
under applicable law, that provision shall be effective only to
the extent of such prohibition or invalidity, without invalidating
the remainder of such provision or the remaining provisions of this
Agreement or the application of such provision to other parties or
circumstances. 17.4. Non-Waiver. No delay or omission of any party
to exercise rights or powers under this Agreement shall impair any
such right or power or shall be construed to be a waiver of any
default or acquiescence therein. No waiver of any default shall be
construed, taken, or held to be a waiver of any other default, or
waiver, acquiescence in, or consent to any further or succeeding
default of the same nature. 17.5. Successors. This Agreement and
all of the terms and provisions hereof shall be binding upon and
shall inure to the benefit of each of the parties and of any holder
of record or beneficial ownership of, leasehold interest in, or
right or obligation to operate or manage, the Pub and their
respective legal representatives, heirs, successors, and assigns,
except as expressly provided in Article 16. 17.6. Entire Agreement.
This Agreement contains the entire understanding between the
parties and supersedes any prior understandings and written or oral
agreements between them respecting this subject matter. There are
no representations, agreements, arrangements, or understandings,
oral or written, between the parties relating to the subject matter
of this Agreement that are not fully expressed in the Agreement.
17.7. Amendments. This Agreement may be amended only by the written
consent of all the parties hereto. 17.8. Title and Captions. All
articles or section titles or captions in this Agreement are for
convenience of reference only. They should not be deemed to be part
of this Agreement or to in any way define, limit, extend, or
describe the scope or intent of any provisions of this Agreement.
Except as specifically otherwise provided, reference to “Articles,”
and “Exhibits” are to be Articles and Exhibits to this Agreement.
17.9. Pronouns and Plurals. Whenever the context may so require,
any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of
nouns, pronouns and verbs shall include the plural and vice versa.
17.10. No Third Party Beneficiary. Any agreement to perform any
obligation or pay any amount herein contained, express or implied,
shall be only for the benefit of the Contractor and the Authority
and their respective successors and assigns (as permitted by this
Agreement), and such agreements shall not inure to the benefit of
any other party, it being the intention of the undersigned parties
that no one shall be or be deemed to be a third party beneficiary
of this Agreement.
-
11
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first written above. [BRANDING RIGHTS CONTRACT
AWARDEE] __________________________________________ By: Name:
Title: MASSACHUSETTS CONVENTION CENTER AUTHORITY
__________________________________________ By: Name: Title:
-
12
EXHIBIT A INTELLECTUAL PROPERTY
MARK OR LOGO Logo: To be designated by the Contractor and
approved by the Authority, which approval shall not be unreasonably
withheld or delayed. Such Intellectual Property shall also include
any other intellectual property including, but not limited to,
marks and logos designated by the Contractor.
-
- 1 - AFFIDAVIT OF COMPLIANCE
AFFIDAVIT OF COMPLIANCE AND VOTE OF CORPORATION ___
Massachusetts Business Corporation ___ Foreign (non-Mass.) Corp.
___ Non-Profit Corporation I, , President/Clerk of
[Name of Corporation] whose principal office is located at do
hereby certify that the above named corporation has filed with the
Massachusetts Secretary of State all certificates and annual
reports required by Chapter 156B, Section 109 (business
corporation), by Chapter 181, Section 4 (foreign corporation) or by
Chapter 180, Section 26A (non-profit corporation) of the
Massachusetts General Laws. SIGNED UNDER THE PENALTIES OF PERJURY
this ___ day of ___________, 201_. Signature of Responsible
Corporate Officer Title If a corporation, complete below or attach
to each signed copy of the Contract a notarized copy of vote of
corporation authorizing the signatory to sign this Contract. At a
duly authorized meeting of the Board of Directors of [Name of
Corporation] held on at which all the Directors were present or
waived notice, it was VOTED, that,
[Date] [Name] [Office] of this corporation be and hereby is
authorized to execute contracts, bonds and other instruments in the
name and behalf of said corporation and affix its corporate seal
thereto, and such execution of any contract or other instrument or
obligation in this corporation's name on its behalf by such of the
corporation, shall be valid and binding upon this corporation.
[Officer] I hereby certify that I am the Clerk of that is the duly
elected [Name] [Office] of said corporation, and that the above
vote has not been amended or rescinded and remains in full force
and effect as of the date of this Contract.
A true copy,
ATTEST Clerk
Place of Business
Corporate Seal
-
STATEMENT OF MCCA c.149 - 1 - STATE TAX COMPLIANCE
STATEMENT OF STATE TAX COMPLIANCE
Pursuant to Chapter 62C of the Massachusetts General Laws,
Section 49A (b), I,
_______________________________________________________ [Name
and Title],
authorized signatory for _______________________________________
[Contracting Party],
whose principal place of business is at
______________________________________[Address],
do hereby certify under the pains and penalties of perjury
that
_______________________________ [Contracting Party] has complied
with all laws of the Commonwealth relating to taxes.
____________________________________ Authorized Signature
____________________________________ Date
Cover Branding Rights PubPublic Notice branding rightsSam Adams
Pub RFP for Branding Rights 3-27-17SECTION 1- INTRODUCTION AND
DEFINITIONSSECRETARY'S CERTIFICATEPLEASE PRINT OR TYPE IN BLANK
SPACESOFFEROR’S BRANDING RIGHTS PLAN
Sam Adams Pub Branding Rights AgreementARTICLE 2 NAMING OF THE
PUB WITHIN THE BCECARTICLE 3GRANT OF LICENSE
ARTICLE 4 IDENTIFICATION OF BCEC PUBARTICLE 5TERMARTICLE 6
ARTICLE 7ARTICLE 8NATURE OF AGREEMENTARTICLE
10SUBLICENSINGARTICLE 13INDEMNIFICATIONMASSACHUSETTS CONVENTION
CENTER AUTHORITY
J AFFCOMP 2016K STATETAX