RFQ No. 71-25 - Regional Rail Procurement - Operating Contract - Appendix C.docx

Appendix C

SOQ FORMS

FORMS

TRANSMITTAL LETTER

MASSACHUSETTS BAY TRANSPORTATION AUTHORITY

REGIONAL RAIL PROCUREMENT – OPERATING CONTRACT

Statement of Qualifications Transmittal Letter ____________ [Date] Re: Statement of Qualifications for the Regional Rail Procurement – Operating Contract.

______________ (the “Respondent”) hereby submits its Statement of Qualifications (“SOQ”) in response to the Request for Qualifications (“RFQ”) for the Regional Rail Procurement – Operating Contract issued by the Massachusetts Bay Transportation Authority (“MBTA”), as amended. Capitalized terms used but not defined herein shall have the meanings set forth in the RFQ.

As a duly authorized representative of the Respondent, I hereby certify, represent, and warrant, on behalf of the Respondent Team, as follows in connection with the SOQ:

The Respondent acknowledges receipt of the RFQ and the following addenda:

The submittal of the SOQ has been duly authorized by, and in all respects is binding upon, the Respondent. Attachment 1 to this Transmittal Letter is a Certificate of Authorization which evidences my authority to submit the SOQ and bind the Respondent.

The Respondent has completely reviewed, understands, and agrees to be bound by, the requirements of the RFQ, including all addenda thereto.

The Respondent understands that the MBTA is not bound to include any Respondent on the Short List, may reject any and all SOQs received, and has the rights described in Section 8 (MBTA Rights and Disclaimers) of the RFQ.

The Respondent understands that all costs and expenses incurred by it in preparing this SOQ will be borne solely by the Respondent.

If the Respondent were to become the Operator, the Operator's obligations that will be contained in the Operating Contract will be guaranteed by (“the Guarantor”), as evidenced by the Financial Officer's Certificate included in this SOQ.

All information and statements contained in the SOQ are current, correct and complete, and are made with full knowledge that the MBTA will rely on such information and statements in determining whether to include the Respondent on the Short List in accordance with this RFQ, and the Respondent acknowledges that the information submitted may be clarified, verified, and investigated by the MBTA and that pertinent information may be obtained and hereby consents to any clarification, verification, and investigation.

The SOQ is in all respects fair and without fraud and has been prepared and is submitted without collusion, fraud, or any other action taken in restraint of free and open competition for the services contemplated by the RFQ.

The Respondent and each Respondent Team Member shall not directly or indirectly, in relation to this RFQ, 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 the Operating Contract, to: (i) any person employed or representing the MBTA; (ii) any other person, including any public official; (iii) a political party or a labor union controlled by any governmental authority or political party; or (iv) 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 the Respondent 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 the Respondent or the MBTA to obtain or retain business, or to secure the direction of business to either the Respondent or the MBTA, or (iii) inducing or influencing a public official to use their influence with any governmental authority or public international organization for any such purpose.

Neither the Respondent, nor any other Respondent Team Member is currently suspended or debarred by any governmental entity.

[The Respondent has reviewed all of the engagements and pending engagements of the Respondent and its Respondent Team Members and no potential exists for any conflict of interest or unfair advantage.] / [The Respondent has reviewed all of the engagements and pending engagements of the Respondent and its Respondent Team Members and has identified the following potential conflicts of interest or unfair advantage. The Respondent and its Respondent Team Members shall implement the following detailed strategy for eliminating or mitigating such conflict of interest of unfair advantage so that it does not afford the Respondent Team with a competitive advantage].

The principal contact person who will serve as the interface between the MBTA and the Respondent for all communications is:

NAME:

TITLE:

ADDRESS:

PHONE:

EMAIL:

Signature[footnoteRef:2] [2: See Section 1.1 (Transmittal Letter) of Appendix B (SOQ Submittal Requirements) for additional signature requirements.]

Print Name

Title

Entity

Date

Attachment 1 CERTIFICATE OF AUTHORIZATION[footnoteRef:3] [3: Separate certifications shall be submitted if more than one corporate officer has executed documents as part of the SOQ. Respondents shall make appropriate conforming modifications to this certificate as needed for the entity/signatory, for example, in the event that the signatory's address is outside of the United States.]

(Affix Seal Here)

Clerk/Secretary

Attachment 2

CERTIFICATION REGARDING LOBBYING

I,__________________________, hereby certify on behalf of the Respondent that to the best of my knowledge and belief:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal Contract, the making of any Federal grant, the making of any Federal loan, extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement.

1. If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to, or influencing or attempting to influence, an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal Contract, grant, loan or cooperative agreement, the undersigned must complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

1. The undersigned must require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, subgrants and contracts under grants, loans, and cooperative agreements) and that all sub-recipients must certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification will be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

___________________, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the contractor understands and agrees that the provisions of 31 U.S.C. 3801, et seq., apply to this certification and disclosure, if any.

Executed this day of _, 2025

Signature

Print Name

Title

Entity

Attachment 3 SOQ Checklist

Section 1 – General Information

Section 2 – Qualifications and Capabilities

Section 3 – Optional

Optional Draft Term Sheet and Due Diligence[footnoteRef:4] [4: Respondent may provide this, but is not required to. See Section 3 (Optional Draft Term Sheet and Due Diligence) of Appendix B (SOQ Submittal Requirements) of this RFQ for further details. Delete this row if not applicable.]

Section 3 (Optional Draft Term Sheet and Due Diligence) of Appendix B (SOQ Submittal Requirements) of the RFQ

Massachusetts Bay Transportation Authority

MBTA

Regional Rail Procurement – Operating Contract

RESPONDENT’S ORGANIZATION INFORMATION

Name of Respondent:

Legal Name of Respondent Team Member:[footnoteRef:5] [5: Submit this first table of information for each Respondent Team Member. If the Respondent is a joint venture, or partnership, submit for each entity or partner.]

Legal Address:

Telephone Number:

Email:

☐ Partnership

Date Organized:

Country/State Incorporated:

Role in this Contract:[footnoteRef:6] [6: If the entity is (1) the Respondent and part of a joint venture or partnership, identify the entity's anticipated share (if applicable) in the joint venture or partnership; (2) a Major Subcontractor, describe whether the entity will be a direct subcontractor to the Respondent (i.e. tier 1) or lower tier subcontractor, or (3) the Guarantor, indicate the name of entity who the Guarantor is an Affiliate of. ]

☐ Major Subcontractor[footnoteRef:7] [7: See Section 4.2.2 (Respondent Team Members) of the RFQAppendix B for the definition of Major Subcontractor.]

Description of Scope:[footnoteRef:8] [8: Describe the entity's scope (e.g. responsible for performing all the Services; responsible for performing Passenger Services, responsible for performing Fleet Maintenance etc).]

Passenger Services:

Fleet Maintenance:

Infrastructure Maintenance:

ORGANIZATION CHART[footnoteRef:10] [10: Insert organizational chart of the Respondent Team showing all the Respondent Team Members.]

MBTA

EXPERIENCE AND CAPABILITY[footnoteRef:11] [11: See Section 2.1(B)(1) (Experience and Capability) of Appendix B (SOQ Submittal Requirements) for the Minimum Experience Requirements that must be addressed.]

Name of Respondent:

Number:[footnoteRef:12] [12: Insert number 1 through 7 (as applicable).]

Name of Respondent Team Member:

Contract Name and Location:

Scope in Contract:[footnoteRef:13] [13: Identify the scope of work / services performed by the Respondent Team Member in the contract being provided (e.g. "Passenger Services", "Fleet Maintenance Services", "Infrastructure Maintenance Services", or other).]

System Description:[footnoteRef:14] [14: Include a brief description of the system, including identifying the system size (e.g., "xx mile system with yy stations…").]

System Type:[footnoteRef:15] [15: Identify type of system covered by the contract (e.g., commuter heavy rail, suburban heavy rail, freight, light rail, etc.).]

Annual Contract Amount:[footnoteRef:16] [16: Identify the annual operating period contract amount in most recent full year in US dollars using the exchange rate on January 1, 2025 (e.g. "$x million / year for most recent full year").]

Contract Dates:[footnoteRef:17] [17: Identify the dates in which the firm served in the described role on the contract (e.g. "December 2020 – November 2030").]

Ultimate Contracting Entity:[footnoteRef:18] [18: Identify the ultimate contracting entity for the contract and indicate whether that entity is a government agency.]

Minimum Experience Requirement(s):[footnoteRef:19] [19: Insert which Minimum Experience Requirement(s) this contract meets (e.g. Section 2.1(B)(1)(a) – rail contract; Section 2.1(B)(1)(b) – passenger services etc).]

Telephone No.:

Email:

Client Contract Number:[footnoteRef:20] [20: Insert "N/A" if no contract number available.]

Summary Description

Financial officer's certificate[footnoteRef:21] [21: Complete a separate certificate for each entity or partner comprising the Respondent (i.e., “Respondent Member”), including a separate certificate for each Guarantor (e.g., one certificate for the Respondent entity and one certificate for the Guarantor). If, however, an entity of the Respondent is consolidated within its Guarantor, then only one certificate can be provided for the consolidated entity (i.e., “Respondent Member and the Guarantor”).

If there is only one Respondent entity, replace references to "Respondent Member" with "Respondent".

If a Respondent has no Guarantor, all references to "Guarantor" should be deleted from the certificate.]

Please include the applicable statement at the top of the letter:

I, [Name], the [Title] of [Name of Respondent entity or partner] (the “Respondent Member”), do hereby certify as of [Date][footnoteRef:22] that:

I, [Name], the [Title] of [Name of Guarantor] (the “Guarantor”), an affiliate of [Name of Respondent entity/partner] (the “Respondent Member”), do hereby certify as of [Date][footnoteRef:23] that: [22: Use if filled out by the Respondent. Date must not be earlier than fourteen calendar days prior to the SOQ Due Date.] [23: Use if filled out by Guarantor. Date must not be earlier than fourteen calendar days prior to the SOQ Due Date.]

1. This certificate is being executed and delivered in connection with the Statement of Qualifications (the “SOQ”) submitted by [Name of Respondent] (the “Respondent”) in response to the Request for Qualifications to perform certain operating and maintenance services for the MBTA Regional Rail through an Operating Contract (the “RFQ”), issued by the Massachusetts Bay Transportation Authority (the “MBTA”).

1. As to the matters herein set forth below, I either have personal knowledge or have obtained information from officers or employees of the [Respondent Member] / [Respondent Member and the Guarantor] in whom I have confidence and whose duties require them to have personal knowledge thereof. I make the certifications herein to the MBTA pursuant to the requirements of the RFQ with the intent and understanding that they will be relied upon by the MBTA as a basis for the evaluation of the SOQ contemplated by the RFQ.

1. [Guarantor Support: If the Respondent were to become the Operator, the Guarantor will provide a guarantee agreement to the MBTA that satisfies the form of the Operating Contract][footnoteRef:24] [24: Delete if there is no Guarantor and not applicable.]

1. Audited Financial Statements: The audited financial statements provided by the [Respondent Member] / [Respondent Member and Guarantor] in the SOQ for the fiscal years ended [___], [___] and [___] [and the interim financial statements for the following periods [___] and [___]] are complete and correct copies thereof. Where the [Respondent Member has] / [Respondent Member and Guarantor have] provided unaudited financial results, such financial results present fairly, in all material respects, the financial position and results of operations and cash flows of the [Respondent Member] / [Respondent Member and Guarantor] as of such dates and for such periods. The [Respondent Member has] / [Respondent Member and Guarantor have] no material contingent liabilities or unusual forward or long-term commitments not disclosed therein.

1. Off-Balance Sheet Liabilities: The [Respondent Member does not] / [Respondent Member and Guarantor do not] have any material off-balance sheet liabilities [other than as described in the financial statements referred to above] [other than the following: [______]][footnoteRef:25]. [25: Identify, as applicable, each off-balance sheet liability exceeding $10,000,000 not specifically identified in the notes to the audited financial statements and its associated dollar amount. Provide an explanation for off-balance sheet treatment of each item. If no off-balance sheet liabilities exist, this form must state that.]

1. Material Changes in Financial Condition: [No material change in the financial condition of the [Respondent Member] / [Respondent Member or Guarantor] has occurred or is projected to occur, as applicable (i) within the most recently completed three fiscal years or (ii) since the date of its audited financial statements for its most recently completed fiscal year.] [Attached hereto as Attachment 1 is a detailed description of material changes in the financial condition of the [Respondent Member] / [Respondent Member and Guarantor].][footnoteRef:26] [26: Complete the appropriate certification. Delete the sentence that is not applicable. Do not provide an Attachment 1 if there is no material change in financial condition to disclose. Further instructions regarding material changes are provided in Attachment 1.]

Capitalized terms used but not defined herein shall have the meanings set forth in the RFQ.

IN WITNESS WHEREOF, the undersigned is the [Chief Financial Officer, Treasurer or equivalent officer] of the entity to which this form relates, and has duly executed this certificate as of the date first written above.

Signature

Print Name

Title

Entity

Attachment 1

MATERIAL CHANGE IN FINANCIAL CONDITION

INSTRUCTIONS REGARDING ATTACHMENT 1:

If applicable, this Attachment 1 must include the following details regarding material changes in the Respondent Member's and/or Guarantor's financial condition:

1. A statement describing each material change in detail, the likelihood that the developments will continue during the period of performance, and the projected full extent of changes likely to be experienced in the periods ahead.

1. Estimates of the impact on revenues, expenses and the change in equity for each material change.

1. Discussion of measures that would be undertaken to insulate the Operating Contract from any recent material changes, and those currently in progress or reasonably anticipated in the future.

1. If the financial statements indicate that expenses and losses exceed income in each of the three completed fiscal years (even if there has not been a material change), the affected entity shall provide a discussion of measures that will be undertaken to make the entity profitable in the future and an estimate of when the entity will be profitable.

At the discretion of the MBTA, any failure to disclose a prior or pending material change may result in disqualification from further participation in the selection process. Set forth below is a representative list of events intended to provide examples of what the MBTA considers a material change in financial condition. This list is intended to be indicative only.

List of representative material changes:

1. An event of default or bankruptcy or receivership involving the affected entity, a related business unit within the same corporation, or the parent corporation of the affected entity;

A downward change in 10% of shareholder equity (total assets – total liabilities);

An event of default or bankruptcy or receivership involving the affected entity, a related business unit within the same corporation, or the parent corporation of the affected entity;

A downward change in credit rating for the affected entity, a related business unit, or parent corporation of the affected entity;

Inability to meet conditions of loan or debt covenants by the affected entity, a related business unit or parent corporation of the affected entity which has required or will require a waiver or modification of agreed financial ratios, coverage factors or other loan stipulations, or additional credit support from shareholders or other third parties;

In the current and three most recent completed FYs, the affected entity, or the parent corporation of the affected entity, (i) had expenses and losses that exceeded income (i.e. negative net income excluding earnings from noncontrolling interests); (ii) incurred a net operating loss (i.e. negative income before taxes, or negative earnings before taxes); or (iii) sustained negative cashflows from operating activities. In such case, the affected entity shall provide a discussion of measures that will be undertaken to make the entity profitable in the future and an estimate of when the entity will be profitable;

In the current and three most recent completed FYs, the affected entity, or the parent corporation of the affected entity had negative working capital (current assets – current liabilities);

The affected entity, a related business unit in the same corporation, or the parent corporation of the affected entity either: (i) sustained charges exceeding 5% of the then shareholder equity due to claims, changes in accounting, write-offs or business restructuring; or (ii) implemented a restructuring/reduction in salaried personnel exceeding 200 positions or involving the disposition of assets exceeding 10% of the then shareholder equity; and Other events known to the affected entity, a related business unit or parent corporation of the affected entity which represents a material change in financial condition over the past three years or may be pending for the next reporting period.

Attachment 2 CERTIFICATE OF AUTHORIZATION[footnoteRef:27] [27: Separate certifications shall be submitted if more than one corporate officer of the Respondent and/or Guarantor has executed the certificate. Respondents shall make appropriate conforming modifications to this certificate as needed for the entity/signatory, for example, in the event that the signatory's address is outside of the United States.]

(Affix Seal Here) Clerk/Secretary

MBTA

Prior PERFORMANCE Issues[footnoteRef:28] [28: Submit this form for each Respondent Team Member identified in the SOQ.]

Name of Respondent:

Respondent Team Member Name:

Role of Respondent Team Member:[footnoteRef:29] [29: Insert either "Respondent", "Guarantor", or "Major Subcontractor".]

Claims, Dispute Proceedings, Litigation, Violations, and Arbitration Proceedings

Termination for Cause or Termination Default

Disciplinary Action

Under penalty of perjury, I certify that the foregoing is true and correct, and that I am the firm's official representative:

Signature

Print Name

Title

Entity

Date

MBTA

DUE DILIGENCE Request (OPTIONAL)[footnoteRef:30] [30: Respondent to insert additional rows as needed. ]

Name of Respondent:

· Track Inventory & Condition Assessments by Line - Assessment dates vary by line and range from 2023 to 2025

· 2024 National Transit Database Submittals

· Signal Inventory & Condition Assessments by Line - Assessment dates vary by line and range from 2023 to 2025

· State of MA Inspection Reports

· 2025 Single-Level Coach Condition Assessment

· 2021 Bi-Level Coach Condition Assessment

· Maintenance and Inspection Records

MBTA

Respondent’s Question Request[footnoteRef:31] [31: This form must be used for the submission of questions pertaining to the Request for Qualifications (RFQ) for the MBTA Regional Rail Procurement – Operating Contract. This form must be submitted via email in accordance with Section 4.5 (Respondent Questions and Answers) of the RFQ.]

Date:

Name of Respondent:

Address:

Email:

Telephone:

Request Number[footnoteRef:32] [32: Use continuous and sequential Request Numbers through all submittals (e.g., "1", "2", "3"…).]

RFQ Section[footnoteRef:33] [33: Identify the relevant section number and page number, or if it is a general question, indicate so.]

Topic[footnoteRef:34] [34: Insert either "Procurement"," Financial", "Technical", or "Legal."]

Contains Confidential Information[footnoteRef:35] [35: Insert either "Yes" or "No."]

Question

MBTA