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 ..................................................... (bflynn@massconvention.com) 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

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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;

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(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).

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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 bflynn@massconvention.com, 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.

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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.

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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.

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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.

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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

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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

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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.

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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.

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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: __________________________________________________

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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)

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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

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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

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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

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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

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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.

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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

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(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.

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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

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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.

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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).

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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.

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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

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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.

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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:

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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