Massachusetts Bay Transportation Authority Request for Proposal 48-26: 2026 Liquidity Facility for CP Program

COMMBUYS Bid# BD-26-1206-40000-40000-126836

CONTACT PERSON: Kate Randall, krandall2@mbta.com, MBTA Procurement

1. BACKGROUND

The Massachusetts Bay Transportation Authority (“MBTA” or “Authority”) requests responses from financial institutions (“Banks”) interested in providing a line of credit (“Liquidity Facility”) for

MASSACHUSETTS BAY TRANSPORTATION AUTHORITY

COMMERCIAL PAPER SALES TAX BOND ANTICIPATION NOTES

SERIES C

consisting of

Tax-Exempt Subseries C-TE Federally Taxable Subseries C-TX

(Up to $75,000,000 Aggregate Principal Amount of Notes Outstanding at any time, the “Series C Notes”)

SERIES D

consisting of

Tax-Exempt Subseries D-TE Federally Taxable Subseries D-TX

(Up to $75,000,000 Aggregate Principal Amount of Notes Outstanding at any time, the “Series D Notes”)

The Subordinated Series C Notes and Series D Commercial Paper Notes (the “Series C and D CP”) are part of a program of not to exceed $500 million commercial paper bond anticipation notes issued under the Authority’s Sales Tax Trust Agreement, as supplemented by the Forty-Fifth Supplemental Trust Agreement dated as of June 1, 2021. The Series C and D CP are supported by a liquidity facility that is scheduled to terminate on June 24, 2026.

The MBTA is seeking proposals for one or more liquidity facilities from qualified financial institutions to replace the expiring liquidity facility for the Series C and D CP Notes.

2. THE FINANCING PROJECT

The CP Program finances a portion of the costs of MBTA projects on a short-term basis. CP constitutes Sales Tax Bond Anticipation Notes, with interest secured by a lien on the Pledged Revenues under the Sales Tax Bond Trust Agreement and principal secured by the proceeds of Subordinated Sales Tax Bonds in anticipation of which the CP is issued. Principal of and interest on the CP also may be paid by the MBTA from the proceeds of tax-exempt or taxable Subordinated Sales Tax Bonds or other funds of the MBTA.

The Bank will receive a bank bond securing any draws on the Liquidity Facility; the bank bond is parity with Subordinated Sales Tax Bonds.

The Authority expects to continue to use CP for its interim capital financing needs. Once a critical mass of CP is issued, the MBTA expects to pursue permanent financing. The MBTA intends to permanently finance

CP with long-term MBTA revenue bonds (which could be Senior or Subordinated Sales Tax Bonds or Assessment Bonds) or with RRIF/TIFIA loans. Based on the Capital Investment Plan and capital cash flows, the Authority plans to issue $936 million in FY 2026, then $650 million in FY 2027, $650 million in FY 2028, $650 million in FY 2029 and then $590 million thereafter. The amounts are subject to change as the capital needs of the Authority evolve. The balance of the MBTA capital program is funded from other sources, as described in the most recent Official Statement of the MBTA (refer to Section 3: Available Information).

Barclays Capital Inc. serves as the exclusive dealer for the Series C Notes. J.P. Morgan serves as the exclusive dealer for the Series D Notes.

U.S. Bank Trust Company, National Association serves as both the Issuing Agent and Paying Agent for both the Series C and Series D Notes and as Trustee under the Sales Tax Trust Agreement.

3. AVAILABLE INFORMATION

Financial Information. https://www.mbta.com/financials/audited-financials

Rating Reports. The most recent rating reports for the Sales Tax Bonds can be downloaded at:

https://www.mbta.com/financials/major-bonds-programs#6

Sales Tax Bonds Documentation. The Sales Tax Bond Trust Agreement and the Supplemental Trust Agreements that relate to the MBTA’s existing Commercial Paper Sales Tax Bond Anticipation Notes, and the Commercial Paper Memorandum dated June 21, 2021 and the Commercial Paper Memorandum Supplement dated June 21, 2024 for Series A and B and the Commercial Paper Memorandum dated April 15, 2025 for Series E can be downloaded at: https://www.mbta.com/financials/major-bonds-programs#5

Disclosure Document. The most recent Official Statement for the Sales Tax Bonds can be downloaded at https://www.mbta.com/financials/major-bonds-programs#1https://www.mbta.com/financials/major-bonds-programs#1

Attachment A. Form of Commercial Paper Advance Agreement. The Form of Agreement that outlines the terms and conditions of the Liquidity Facility to be provided.

4. TERMS

The price proposal will consist of a request for the $150 million Liquidity Facility that will expire on June 24, 2026. Vendors submitting bids for the $150 million Liquidity Facility will need to do so based on current pricing with the contract to become effective as soon as the contract can be signed. The MBTA reserves the right to award one or more vendors for this proposal. Banks may propose either individually or as part of a syndicate, for a minimum principal amount of $50 million per Bank. To the extent that joint proposals are submitted, please clearly specify the obligations of each Bank. It is expected that a joint submission will identify one Bank to serve as Lead Agent, one common Bank Counsel to represent the syndicate, and identical fees and terms for each Bank in the syndicate. The MBTA will evaluate Bank proposals based on the pricing, capacity, and any other terms proposed by the Bank, and will select those that provide the Authority with the best overall value. Attachment A. Form of Commercial Paper Advance Agreement ‘Form of Agreement’ that outlines the terms and conditions of the Liquidity Facility to be provided. Banks must identify any and all requested changes or additional provisions related to the Form of Agreement.

https://www.mbta.com/financials/audited-financials https://www.mbta.com/financials/major-bonds-programs#6 https://www.mbta.com/financials/major-bonds-programs#5 https://www.mbta.com/financials/major-bonds-programs#1 https://www.mbta.com/financials/major-bonds-programs#1 https://www.mbta.com/financials/major-bonds-programs#1

5. BIDDERS INSTRUCTIONS AND PROCUREMENT PROCESS

5.1 RFP Calendar

The MBTA anticipates carrying out the procurement process in accordance with the schedule noted below.

RFP CALENDAR

Procurement Activity Date Time

RFP Issued on COMMBUYS 3/20/2026

Question Submission Deadline (through Bid Q&A in COMMBUYS)

3/26/2026 10:00 am EST

Question Responses posted to COMMBUYS 4/1/2026 2:00 pm EST

RFP Response Deadline 4/14/2026 2:00 pm EST

Bank Facility Providers Identified for further review and negotiation (short list)

4/17/2026

Selection of Bank(s) On or around

4/20/2026

Final Bank Credit Approval and Estimated Closing of the Facility

T.B.D. (not later than term of

Existing Facility)

5.2 COMMBUYS

COMMBUYS is the official source of information for this RFP and is publicly accessible at no charge at www.commbuys.com. Information contained in this document and in COMMBUYS, including file attachments, and information contained in the related Questions and Answers (Q&A), are all components of the RFP, as referenced in COMMBUYS, and are incorporated into the RFP and any resulting contract.

Firms are solely responsible for obtaining all information distributed for this RFP via COMMBUYS. It is each Bidder’s responsibility to check COMMBUYS for:

a. Any amendments, addenda or modifications to this RFP, and

b. Any RFP Q&A records related to this RFP.

Instructions for log-in and use of COMMBUYS are described in reference material available at www.commbuys.com. Bidders may also contact the COMMBUYS Helpdesk at COMMBUYS@state.ma.us or the COMMBUYS Helpline at 1-888-MA-STATE. The Helpline is staffed from 8:00 a.m. to 5:00 p.m. Monday through Friday (Eastern Time), except on federal, state, and Suffolk County holidays.

Firms may not alter (manually or electronically) the RFP language or any RFP component files.

Modifications to the body of the RFP, its specifications, or terms and conditions, which change the intent of this RFP are prohibited and may disqualify a Response.

5.3 Questions

https://www.commbuys.com/bso/ http://www.commbuys.com/ mailto:COMMBUYS@state.ma.us

Banks responding to this RFP should submit questions related to the RFP via COMMBUYS by the deadline listed in the RFP Calendar in Section 5.1. The MBTA’s responses to the questions will be posted on COMMBUYS as noted in the RFP Calendar. The MBTA reserves the right to not answer any or all questions.

5.4 Response Submission

Bidders must submit their Response by the Due Date listed in the RFP Calendar in Section 5.1. Responses are to be submitted electronically through COMMBUYS. Bidders are responsible for ensuring that their responses are submitted to COMMBUYS prior to the due date.

5.5 Rules of Contact

Starting on the date the RFP is issued and ending on the earliest of (a) the award and execution of the Contract, (b) rejection of all Proposals by the MBTA, or (c) cancellation of the procurement, the following rules of contact shall apply. These rules are designed to promote a fair and unbiased procurement process.

Contact includes face-to-face, telephone, email, or formal written communication.

The specific rules of contact are as follows:

A. No Bidder, or any of its team members, may communicate with another Bidder or its team members with regard to this RFP or either team’s Proposal. This prohibition does not apply to public discussions regarding the RFP at any MBTA sponsored Bidders’ conferences.

B. No Bidder or representative thereof shall have any ex parte communications regarding the RFP, the Contract, or the procurement described herein with any member of the Massachusetts Department of Transportation (“MassDOT”) Board of Directors, or with any MassDOT or MBTA Board members, staff, advisors, contractors, or consultants involved with the procurement, except for communications expressly permitted by the RFP or except as approved in advance at the MBTA’s Point of Contact’s sole discretion. The foregoing restriction shall not, however, preclude or restrict communications with regard to matters unrelated to the RFP, Contract, or procurement or from participation in public meetings of the MBTA or MassDOT Board of Directors or any public or Bidder workshop related to this RFP.

C. The Bidders shall not contact employees, representatives, and members of MBTA’s Bond Counsel (Mintz), Municipal Advisor (Public Resources Advisory Group, Inc.) Federal Loans Advisors (PFM Financial Advisors LLC, Jones Lang LaSalle Securities, LLC) or Investment Adviser (OmniCap), regarding this RFP, the Contract, or the procurement.

D. Any communications determined by the MBTA, in its sole discretion, to be improper may result in disqualification.

E. All official information regarding this RFP will be disseminated by COMMBUYS.

F. The MBTA will not be responsible for any oral exchange or any other information or exchange that occurs outside the official process specified herein.

5.6 Public Records

All Responses and information submitted in response to this RFP are subject to the Massachusetts Public Records Law, Massachusetts General Law (“MGL”), Chapter 66, §10 and MGL, Chapter 4, §7, Clause Twenty-Six. Any statement in a Response that is inconsistent with the foregoing statutes is hereby rejected and will be disregarded.

5.7 Business Conduct

All Proposals submitted by a Bidder to the MBTA shall be made without collusion with any other Bidder(s) submitting a response to this RFP. Each Bidder shall not directly or indirectly, in relation to this RFP, give, promise, attempt to give, or approve or authorize the giving of anything of value, including by transferring all or part of the remuneration payable under any Contract, to:

A. Any person employed or representing the MBTA;

B. Any other person, including any public official;

C. A political party or a labor union controlled by any governmental authority or political party; or D. A charitable or other organization, or an officer, director, or employee thereof, or any person acting directly or indirectly on behalf of the same for the purpose of:

i. Securing any improper advantage for either Bidder or the MBTA;

ii. Inducing or influencing a public official improperly to take any action or refrain from taking any action in order for either Bidder or the MBTA to obtain or retain business, or to secure the direction of business to either Bidder or the MBTA; or

iii. Inducing or influencing a public official to use his or her influence with any governmental authority or public international organization for any such purpose.

5.8 Ongoing Legal Disclosure and Certification

All firms selected as part of the Financing Project as a result of this RFP must complete, execute, and submit to the MBTA Attachment B (Disclosure, Licensing, Registration, Disciplinary Action and Litigation) and a signed copy of Attachment C (Legal Disclosure and Certification Form) within 30 days of the end of the MBTA’s fiscal year.

6. QUESTIONS TO PROPOSERS

6.1 General Information

All responses to this RFP must include the following:

a. A cover letter executed by an authorized member of the firm and including the name, address, phone, and e-mail address for the principal contact person regarding this RFP.

b. Attachment A - Form of Commercial Paper Advance Agreement.

c. Attachment B - Disclosure, Licensing, Registration, Disciplinary Action and Litigation

d. Attachment C - Legal Disclosure Certification (as discussed in Section 5.8)

e. Attachment D - Certificate of Tax Compliance in Good Standing

f. Requested Information (Section 6.2a and 6.3a through 6.3h below)

g. Proposals must be in 12-point font size including graphics.

6.2 Specific Information

a. Please provide both long‐term and short‐term Bank ratings and contact information as shown below. If multiple Banks are submitting a joint proposal, please identify the Lead Agent Bank and discuss in detail how rights and obligations are allocated amongst the Banks. Please indicate the Bank’s Liquidity Facility capacity.

Bank 1 (Lead Agent)

Bank 2 (If Applicable)

Bank 3 (If Applicable)

Bank:

Current Long-Term Ratings (Moody’s/S&P/Fitch/KBRA, as applicable) and Ratings Outlooks*

Current Short-Term Ratings (Moody’s/S&P/Fitch/KBRA as applicable)

Primary Contact:

Telephone:

E‐mail:

Commitment Amounts for:

Series C and D Liquidity Facility for CP Program (up to $150 million):

*Note: for Moody’s, please provide the Counterparty Risk Assessment rating and for S&P, Fitch and KBRA, as applicable, provide the senior unsecured debt ratings of the Bank providing the facility.

6.3 Proposed Fee Structure

Annual Fees

a. Please provide the annual commitment fee schedule for the Liquidity Facility below. Fees will be payable quarterly in arrears based upon the actual days elapsed divided by a 365‐day year. For the Facility, please provide pricing based on current rates and a facility that would commence on or about the expiration date in June 2026. Banks are not required to submit a proposal for the entire amount of the replacement facility.

Banks may submit more than one price proposal based on the various sizes of proposed facilities.

Annual Fees (bps) Annual Fees (bps)

Series C and D Liquidity Facility Pricing [State amount]

Series C and D Liquidity Facility Pricing [State amount]

Term Utilized Unutilized Utilized Unutilized

3‐year

4‐year

5‐year

Other

b. State the period during which your proposal will remain valid.

c. Please provide the estimated date when the Bank will receive its final credit approval.

Adjustments to Proposed Fees

d. If there are adjustments to the proposed annual commitment fees and/or spreads for rating upgrade or downgrade of the Authority’s Subordinated Sales Tax Bonds or for any other reason, please identify and explain below. Specify any increased costs, etc. proposed.

Rating Category/ Other Adjustment

Adjustment

Annual, Draw and Amendment Fees, if any

e. Please list any up‐front or annual fee that applies to the Liquidity Facility, including draw fees.

Legal Expenses

f. Please identify two legal firms that would be acceptable to act as your counsel, the lead attorney at such firms and other identifying information below. Note: MBTA desires to deal with a single domestic bank counsel which will represent all financial institutions selected as a result of this RFP.

g. Please provide an estimated not‐to‐exceed amount with hourly rates for all legal expenses (including non‐ U.S. counsel, if applicable) to be reimbursed at cost by MBTA. MBTA will not reimburse legal expenses in excess of $45,000 for any single bank facility.

Preferred US Law Firm: Preferred US Law Firm:

Primary Contact: Primary Contact:

Address: Address:

Telephone: Telephone:

Facsimile: Facsimile:

E‐mail: E‐mail:

Initial Not‐to‐Exceed Amount: Initial Not‐to‐Exceed Amount:

Foreign Counsel Name (if any): Foreign Counsel Name (if any):

Form of Agreement Proposed Changes

h. Please review Attachment A. Form of Commercial Paper Advance Agreement. Identify any concerns with the terms and conditions in the Form of Agreement and specify any and all requested changes or additional provisions related to the Form of Agreement.

7. SELECTION PROCESS AND EVALUATION

7.1 Proposal Opening and Confidentiality

All information received from each Bank will be treated as confidential information and will not be distributed prior to Contract execution, other than for the purpose of evaluation of the Proposal.

7.2 Evaluation Criteria

MBTA will evaluate Bank proposals based on the pricing, capacity, other terms proposed by the bank, and creditworthiness, and will select those that provide the Authority with the best overall value.

8. MBTA RIGHTS RESEVED

In connection with this RFP, the MBTA reserves to itself all rights (which rights shall be exercisable by the MBTA in its sole discretion) available to it under applicable laws, including without limitation, with or without cause and with or without notice, the right to:

i. Modify the RFP process in its sole discretion to address applicable law and/or the best interests of the MBTA.

ii. Cancel this RFP in whole or in part at any time prior to the execution by the MBTA of a Contract, without incurring any cost, obligations, or liabilities.

iii. Issue a new Request for Proposals after withdrawal of this RFP.

iv. Not select any Bidder or cancel this procurement.

v. Reject any and all submittals and Proposals received at any time.

vi. Modify all dates set or projected in this RFP.

vii. Terminate evaluations of Proposals received at any time.

viii. Exclude any potential Bidder from submitting any Proposal to the RFP based on failure to comply with any requirements of those documents.

ix. Suspend and terminate Contract negotiations at any time, elect not to commence Contract negotiations with any responding Bidder, and engage in negotiations with the Bidder with the next highest ranked proposal if negotiations are unsuccessful with the apparent successful Bidder.

x. Issue addenda, supplements, and modifications to this RFP.

xi. Appoint an Evaluation Team to evaluate Proposals, which may make recommendations to the MBTA, and MassDOT Board of Directors, and seek the assistance of MBTA, MassDOT, and consultant technical experts in Proposal evaluations.

xii. Require confirmation or clarification of information furnished by a Bidder, require revised or additional information from a Bidder concerning its Proposal, and require additional information to clarify the Proposal submitted in response to this RFP.

xiii. Conduct presentations with Bidders, identify a short-list of Bidders, and conduct on-site visits at Bidder facilities.

xiv. Declare a competitive range, conduct discussions, and request Proposal revisions and best and final offers.

xv. Seek or obtain data from any source that has the potential to improve the understanding and evaluation of the responses to this RFP.

xvi. Add or delete Bidder responsibilities from the information contained in this RFP.

xvii. Waive deficiencies in a Proposal, accept and review a non-conforming Proposal, or permit clarifications, revisions, or supplements to a Proposal.

xviii. Negotiate with a Bidder without being bound by any provision in its Proposal or choose to award and/or execute the Contract without negotiations.

xix. Disqualify any Bidder that changes its submittal without MBTA approval.

xx. Disqualify any Bidder under this RFP for violating any rules or requirements of the procurement set forth in this RFP or in any other communication from MBTA.

xxi. Delay issuance of notice to proceed after execution of the Contract.

xxii. Conduct all or any portion of the Scope of Work itself.

xxiii. Exercise any other right reserved or afforded to the MBTA under this RFP.

This RFP does not commit the MBTA to enter into a Contract. The MBTA assumes no obligations, responsibilities, and liabilities, fiscal or otherwise, to reimburse all or part of the costs incurred or alleged to have been incurred by parties considering a response to and/or responding to this RFP. All of such costs shall be borne solely by each Bidder. In no event shall the MBTA be bound by, or liable for, any obligations until such time (if at all) as the Contract, in form and substance satisfactory to the MBTA, has been executed and authorized by the MBTA and, then, only to the extent set forth therein; provided, however, that the foregoing disclaimer in this sentence shall not apply to the obligations of the MBTA to the Bidders during the procurement process, which obligations are expressly set forth in this RFP. In submitting a response to the RFP, each Bidder is specifically acknowledging these disclaimers.

9. Additional Conditions

Upon execution by the Contractor, these Additional Conditions will be incorporated by reference into any Contract executed by the Contractor and the Massachusetts Bay Transportation Authority (MBTA), in the absence of a superseding law or regulation requiring a different Contract form. Performance shall include services rendered, obligations due, costs incurred, commodities and deliverables provided and accepted by the MBTA, programs provided or other commitments authorized under a Contract.

9.1.1 Northern Ireland Certification

Pursuant to G.L. c. 7 s. 22C for state agencies, state authorities, the House of Representatives or the state Senate, by signing this Contract the Contractor certifies that it does not employ ten or more employees in an office or other facility in Northern Ireland and if the Contractor employs ten or more employees in an office or other facility located in Northern Ireland the Contractor certifies that it does not discriminate in employment, compensation, or the terms, conditions and privileges of employment on account of religious or political belief; and it promotes religious tolerance within the work place, and the eradication of any manifestations of religious and other illegal discrimination; and the Contractor is not engaged in the manufacture, distribution or sale of firearms, munitions, including rubber or plastic bullets, tear gas, armored vehicles or military aircraft for use or deployment in any activity in Northern Ireland.

9.1.2 Debarment

The Contractor certifies that neither it nor any of its subcontractors are currently debarred or suspended by the federal or state government under any law or regulation.

9.1.3 Collusion

The Contractor certifies that this Contract has been offered in good faith and without collusion, fraud or unfair trade practices with any other person, that any actions to avoid or frustrate fair and open competition are prohibited by law, and shall be grounds for rejection or disqualification of a Response or termination of this Contract.

9.1.4 Public Records and Access

The Contractor shall provide full access to records related to performance and compliance to the MBTA pursuant to G.L. c. 11, s.12 for seven (7) years beginning on the first day after the final payment under this Contract or such longer period necessary for the resolution of any litigation, claim, negotiation, audit or other inquiry involving this Contract. Access to view Contractor records related to any breach or allegation of fraud, waste and/or abuse may not be denied and Contractor cannot claim confidentiality or trade secret protections solely for viewing but not retaining documents. Routine Contract performance compliance reports or documents related to any alleged breach or allegation of non-compliance, fraud, waste, abuse or collusion may be provided electronically and shall be provided at Contractor’s own expense. Reasonable costs for copies of non-routine Contract related records shall not exceed the rates for public records under the Massachusetts Public Records Law.

9.1.5 Tax Law Compliance

The Contractor certifies under the pains and penalties of perjury tax compliance with Federal tax laws; state tax laws including but not limited to G.L. c. 62C, G.L. c. 62C, s. 49A; compliance with all state tax laws, reporting of employees and contractors, withholding and remitting of tax withholdings and child support and is in good standing with respect to all state taxes and returns due; reporting of employees and contractors under G.L. c. 62E, withholding and remitting child support including G.L. c. 119A, s. 12; TIR 05-11; New Independent Contractor Provisions and applicable TIRs.

9.1.6 Additional Conditions Signature

IN WITNESS WHEREOF, the Contractor certifies under the pains and penalties of perjury that it shall comply with these MBTA Additional Conditions under Section 1.1 for any applicable Contract executed with the MBTA as certified by their authorized signatory below:

Contractor Authorized Signatory:

Print Name:

(BLOCK LETTERS)

Title:

Date:

Full legal Organization or Individual Name:

Doing Business As Name (If Different):

Tax Identification Number:

Address:

Phone: Fax: