RFQ No. 71-25 - Regional Rail Procurement - Operating Contract.pdf

Massachusetts Bay Transportation Authority

MASSACHUSETTS BAY

TRANSPORTATION AUTHORITY

REGIONAL RAIL PROCUREMENT –

OPERATING CONTRACT

REQUEST FOR QUALIFICATIONS

RFQ No: 71-25 / Commbuys No. BD-26-1206-MBTA-MBTA-119032

July 18, 2025

MBTA

Regional Rail Procurement – Operating Contract i RFQ No. 71-25

TABLE OF CONTENTS

1. Introduction and General Information

2. Abbreviations and Definitions

Abbreviations

Definitions

3. Overview of the Scope and Contracting Opportunity

Role of the Massachusetts Bay Transportation Authority

General Scope and Draft Term Sheet

Governing Law

Insurance, Security, and Licensing

4. Procurement Process

Rules of Contact and Confidentiality

Respondent Teams

Procurement Schedule

COMMBUYS

Respondent Questions and Answers

RFQ Addenda

Pre-SOQ Informational Meeting

Examination of RFQ

5. SOQ Submittal Requirements

Date, Time, and Location of Receipt

Formatting Requirements

SOQ Organizational and Content Requirements

6. Evaluation and Selection Process

Evaluation and Selection Overview

Responsiveness Review

Evaluation Process

Pass/Fail Evaluation Criteria

Scored Evaluation Criteria

Rating Guidelines

Requests for Clarification

Protests

7. RFP and Award

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8. MBTA Rights and Disclaimers

MBTA Rights

MBTA Disclaimers

Appendix

A. SOQ FORMAT AND ORGANIZATION

B. SOQ SUBMITTAL REQUIREMENTS

C. SOQ FORMS

D. DRAFT OPERATING CONTRACT TERM SHEET

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1 RFQ No. 71-25

1. Introduction and General Information

The Massachusetts Bay Transportation Authority (“MBTA”) is issuing this Request for

Qualifications to solicit Statement of Qualifications (“SOQ”) from qualified Respondents interested in operating the MBTA's Regional Rail service (also known as MBTA Commuter Rail). The scope will include:

(a) operating passenger service;

(b) maintaining the Fleet and associated equipment;

(c) infrastructure maintenance, including maintenance of way, signals, stations, and other facilities; and

(d) performing services ancillary to the services above.

The scope of services is further described in Section 3.2 (General Scope and Draft Term Sheet).

The MBTA is a body politic and corporate, and a political subdivision of the Commonwealth of

Massachusetts formed in 1964 to finance and operate bus, subway, regional rail, paratransit and ferry systems in the greater Boston, Massachusetts, area. The MBTA is committed to providing safe, reliable, and efficient transportation to the region it serves.

The MBTA’s Commuter Rail is the fifth-busiest regional rail system in the country, after only the

New York and Chicago area systems. The rail lines go as far south as Wickford Junction, Rhode

Island, as far north as Newburyport and Haverhill, Massachusetts, and as far west as Worcester and Fitchburg, Massachusetts. Trains originate and terminate in Boston at either South Station or North Station. These transportation hubs as well as other stations offer connections to Amtrak, intercity bus lines as well as MBTA buses, and subway lines.

The MBTA operates approximately 500 revenue train trips each weekday, serving approximately

90,000 passenger trips. Approximately 250 revenue train trips are operated on both Saturdays and Sundays. The Fleet currently includes approximately 102 diesel locomotives hauling 442 coaches. The Fleet is in the process of being modernized with new equipment currently on order and existing equipment being overhauled. The MBTA’s system includes 12 lines and 148 stations operating over 700 track miles. This includes the newly opened South Coast Rail extension to the

Southeastern portion of Massachusetts.

The MBTA's Commuter Rail is currently operated and maintained by an operator pursuant to an operating agreement with the MBTA, which expires on June 30, 2027.

The MBTA intends to select an Operator after a two-phase selection process including this

Request for Qualifications and a subsequent Request for Proposals anticipated to be issued in fall 2025. The MBTA plans to award the Operating Contract for the performance of the Services in late 2026. Please see Section 4.3 (Procurement Schedule) for additional dates.

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Statements of Qualifications will only be accepted from Respondents intending to provide all the

Services described in this RFQ. SOQs from Respondents not offering to provide all required

Services will be deemed non-responsive.

This procurement does not include the delivery of the major engineering works and construction required for the regional rail modernization program.

2. Abbreviations and Definitions

This Request for Qualifications includes abbreviations and specific defined terms as indicated below. Unless expressly stated otherwise, a reference to $ or dollars is to US dollars.

Abbreviations

BEMU Battery Electric Multiple Unit

CFO Chief Financial Officer

CPA Certified Public Accountant

DBE Disadvantaged Business Enterprise

FRA Federal Railroad Administration

FTA Federal Transit Administration

FY Fiscal Year

GAAP Generally Accepted Accounting Principles

IFRS International Financial Reporting Standards

JV Joint Venture

MassDOT Massachusetts Department of Transportation

MBTA Massachusetts Bay Transportation Authority

M.G.L. Massachusetts General Laws

QA Quality Assurance

QC Quality Control

RFP Request for Proposals

RFQ Request for Qualifications

SOQ Statement of Qualifications

US United States

Definitions

“Addenda” means supplemental additions, deletions, and modifications to the provisions of this

RFQ after the advertised date of the RFQ.

“Affiliate” means any person controlled by, controlling, or under common control with another person. For purposes of this definition, “control,” when used with respect to any specified person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Clarifications” means a written or other exchange of information that takes place between a

Respondent and the MBTA after the receipt of all SOQs as part of the procurement process. The

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3 RFQ No. 71-25 purpose of Clarifications is to address ambiguities, omissions, errors or mistakes, and clerical revisions in an SOQ or other questions related to an SOQ.

“COMMBUYS” means the Commonwealth of Massachusetts' electronic procurement system at https://www.commbuys.com.

“Consultant Support Team” means the entities identified in Section 4.2.4 (MBTA's Consultant

Support Team).

“Contact Person” is defined in Section 4.1.1 (Rules of Contact).

“Contract Documents” means the Operating Contract, the Guarantee (if applicable), and any further documents identified in the RFP.

“Draft Term Sheet” means the anticipated key terms and conditions of the Operating Contract included in Appendix D (Draft Operating Contract Term Sheet).

“Fleet” means the fleet of revenue vehicles owned by MBTA or leased, as may be updated from time to time.

“Fleet Maintenance Services” is defined in Section 3.2.1.2 (Fleet Maintenance).

“Guarantee” means, if applicable, the guarantee to be provided by the Guarantor with respect to the Operator's obligations under the Operating Contract.

“Guarantor” means, if applicable, an entity that will irrevocably and unconditionally guarantee the Operator's obligations under the Operating Contract.

“Infrastructure Maintenance Services” is defined in Section 3.2.1.3 (Infrastructure

Maintenance Services).

“Major Subcontractor” means any subcontractor that is required to be a Major Subcontractor, as described in Section 4.2.2 (Respondent Team Members).

“Massachusetts Bay Transportation Authority” or “MBTA” means the authority created in

1964 by an act of the Massachusetts General Court, operating under and empowered by Chapter

161A of the General Laws. Among other things, the MBTA is empowered to provide public transportation services, including the Services, either directly or by contract.

“Minimum Experience Requirement” is defined in Section 2.1(B)(1) (Experience and Capability) of Appendix B (SOQ Submittal Requirements).

“Operating Contract” means the written agreement to be entered into between the MBTA and the Operator containing the obligations of the parties relating to the performance of the Services, among other things.

“Operator” means the Preferred Proposer entity that enters into the Operating Contract with the

MBTA.

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“Pass/Fail Evaluation Criteria” is defined in Section 6.4 (Pass/Fail Evaluation Criteria).

“Passenger Services” is defined in Section 3.2.1.1 (Passenger Services).

“Preferred Proposer” means the Proposer that submits the best value Proposal, as determined by the MBTA, and is awarded the Operating Contract.

“Procurement Process” means the process described in Section 4 (Procurement Process).

“Proposal” means the Proposer's offer (in response to the RFP) to enter into the Operating

Contract and perform the Services.

“Proposer” means a Respondent included on the Short List that is invited to submit a Proposal in response to the RFP.

“Public Records Law” is defined in Section 4.1.2.1 (Disclosure Waiver).

“Regional Rail” means the MBTA's regional rail (also known as the Commuter Rail), which includes the rail lines, right of way, tracks, structures, equipment (including locomotives, rail passenger cars, and non-revenue rolling stock), signaling and other systems, and various other assets which comprise the regional rail.

“Request for Proposals” or “RFP” means a written solicitation to be issued by the MBTA to

Proposers seeking Proposals for the Services that offer the best value to the MBTA. The MBTA will issue an initial RFP, which may be amended from time to time in accordance with the process in the RFP, followed by a final RFP to be issued by the MBTA.

“Request for Qualifications” or “RFQ” means this written solicitation issued by the MBTA requesting SOQs for the purpose of identifying and creating a Short List of the most highly qualified Respondents to be invited to submit a Proposal.

“Respondent” means the named party submitting an SOQ in response to this RFQ. If the

Respondent is or will be: (a) an unincorporated or incorporated joint venture, "Respondent" includes each joint venture entity; or (b) a partnership, "Respondent" includes each proposed general partner or partner.

“Respondent Team” means the Respondent (and if applicable, each entity/partner comprising the Respondent), each Guarantor (if applicable), and each Major Subcontractor (if applicable).

“Respondent Team Member” means each member of the Respondent Team, as applicable.

“RFP Phase” means the second phase of the Procurement Process commencing with the issuance of the initial RFP and concluding on the execution of the Operating Contract.

“RFQ Phase” means the first phase of the Procurement Process commencing with the issuance of this RFQ and concluding on the issuance of the RFP.

“Scored Evaluation Criteria” is defined in Section 6.5 (Scored Evaluation Criteria).

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“Services” means the services to be provided by the Operator under the Operating Contract.

The Services include Passenger Services, Fleet Maintenance Services, Infrastructure

Maintenance Services, and other ancillary services, among other things.

“Short List” means the list of those responsive and responsible Respondents that submit SOQs that the MBTA determines, through evaluation of the SOQs, are the most highly qualified

Respondents and that will be invited to submit Proposals in response to an RFP.

“Statement of Qualifications” or “SOQ” means the information prepared and submitted by a

Respondent in response to this RFQ.

“SOQ Due Date” means the time and date specified in Section 4.3 (Procurement Schedule) for submittal of the SOQ.

“Third Party” means a counterparty to an agreement with the MBTA or a person to whom the

MBTA has undertaken to perform any obligations, requirements, or conditions in respect of the

Regional Rail, including Amtrak, CSX Transportation, and any other railroads and contractors.

“Transmittal Letter” means the letter submitted using Form A (Transmittal Letter) in accordance with Section 1.1 (Transmittal Letter) of Appendix B (SOQ Submittal Requirements).

3. Overview of the Scope and Contracting Opportunity

Role of the Massachusetts Bay Transportation Authority

In the context of the Operating Contract, the MBTA is responsible for the following activities:

(A) the revenue generated by ticket sales relating to the Regional Rail;

(B) development of specifications that will meet the needs of the MBTA and its passengers, while reflecting national and international best practices;

(C) principal provision of capital administration of the Operating Contract to ensure the continued delivery of operational excellence and investment in people, infrastructure, and rolling stock throughout the life of the Operating Contract;

(D) engagement as a committed customer and partner, dedicated to providing significant enhancement to the Services;

(E) modernization of the Regional Rail through the delivery of various upgrades; and

(F) dispatching services on certain limited sections of the Regional Rail, which shall be performed by Third Parties.

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General Scope and Draft Term Sheet

3.2.1 Scope of Services

A summary of the Services is set forth below and the full scope of services for the Operating

Contract will be more fully detailed in the RFP.

3.2.1.1 Passenger Services

The Operator will be required to provide the following services (“Passenger Services”):

(A) all transportation services, including train operation; dispatching; adapting to technological change where appropriate; scheduling; staffing; training; fare enforcement and accounting; ticketing and customer service; incident management and reporting; special and excursion train operation; management and supervision; severe weather preparation, recovery planning and implementation; rule book compliance; engineer and conductor certification and periodic re-certification; hiring and qualification; labor relations; and compliance with all applicable Federal, state, local regulatory requirements;

(B) all safety and security planning, management, auditing, training, and reporting, compliance with applicable Federal, state and local regulatory requirements, and in accordance with good industry practice;

(C) public information regarding schedules, routes, delays, and other service disruptions; staffing telephone and/or on-line information hotlines; responding to customer complaints and suggestions for service improvements; and staffing of a lost and found office; and certain other aspects of communication with customers;

(D) administration, reporting, and billing associated with the Regional Rail, including, but not limited to, all duties related to, recordkeeping, office management, payroll, and human resources, provided that the Operator will not be responsible for revenue risk;

(E) operation, maintenance, and service of environmental systems located throughout certain areas of the MBTA’s regional rail property, the maintenance of all environmental permits, certificates, and licenses; and proper disposal of any waste or hazardous material; and all other training, procedures, auditing, and services related to compliance with all applicable environmental laws and regulations;

(F) implementation and compliance with required cybersecurity requirements in accordance with good industry practice and all applicable laws and requirements, including ensuring proper system maintenance and response protocols to cybersecurity attacks.

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(G) maintenance of the IT environment and all information system data entry, management, development of protocols, reporting, trend analyses, and root cause analyses;

(H) system wide QA and QC, development and implementation of QA and QC procedures and protocols, auditing, reporting, and continuous service improvement;

(I) personnel and corporate administration to assure continuous availability of sufficiently trained and qualified staff for all operating, customer service, safety

(including environmental safety), quality control and reporting functions;

(J) coordination with MBTA in respect of pending and new service expansion and logistical planning, coordination, and cooperation with the MBTA's neighboring public agencies and property owners to minimize impacts on customer service and service delivery costs; and

(K) continuous cooperation with Amtrak, CSX Transportation, and other Third Party partners in providing customer service.

3.2.1.2 Fleet Maintenance

The Operator will be responsible for maintenance of the Fleet (“Fleet Maintenance Services”) at certain facilities provided by the MBTA. The Services will include, but not be limited to, all maintenance services, including revenue and certain non-revenue rolling stock maintenance;

cleaning services; maintenance planning and scheduling; material procurement and inventory management; fueling and fuel accounting; staffing, training, and new fleet commissioning; new fleet training and qualification; warranty management; shop equipment maintenance; quality control and auditing; seasonal maintenance needs; storm preparation, recovery planning, and implementation; wreck clearing and incident management and reporting; hiring and qualification;

labor relations; and the transfer of certain rolling stock leases to the Operator.

The Operator may be responsible for heavy maintenance overhauls of a subset of the Fleet and non-revenue support vehicles as part of supplemental work.

3.2.1.3 Infrastructure Maintenance Services

The Operator will be responsible for maintenance of various infrastructure (“Infrastructure

Maintenance Services”). The Infrastructure Maintenance Services will include, but not be limited to:

(A) maintenance of way, including planning, scheduling, inspections, and maintenance of track structures, undergrade bridges, overhead bridges, drawbridges, culverts, track car and machinery, and various other right-of-way assets;

(B) inspection and maintenance of the signal and communication system;

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(C) inspection and maintenance of terminal facilities, maintenance facilities (including the Boston Engine Terminal), layover/storage facilities (including the Readville

Interim Repair Facility, Southampton Street Yard, and West Cambridge

Maintenance Facility), yards, and various other facilities;

(D) inspection, cleaning, and maintenance of stations and certain parking garages and lots;

(E) snow clearance at stations and certain parking garages and lots;

(F) wreck recovery and incident management and reporting;

(G) material procurement and inventory management; and

(H) staffing, and training.

3.2.1.4 Mobilization/Transition

The Operator will be expected to provide a plan for the mobilization and transition of its forces under the Operating Contract, including the preparation of all operational plans required by the

MBTA; developing, assembling, and packaging documentation and other submittals sought by the Federal Railroad Administration, the Massachusetts Department of Transportation, the

Massachusetts Department of Environmental Protection, and other regulatory and oversight agencies; development of informational technology and other systems; hiring and training of employees; development of procedures and internal guidelines; transitioning equipment and facilities in a manner seamless to the MBTA and its customers; continuous activity at all shops and yards with no impacts on customer service; and good faith labor negotiations.

3.2.1.5 Future Rolling Stock

The current operator is in the process of procuring battery electric multiple units for the Fairmount

Line. The Operator shall be responsible for performing certain program management services in respect of the acquisition of the BEMUs and operating such BEMUs once accepted into service.

In addition, upon a request from, and agreement with, the MBTA, the Operator shall procure additional rolling stock.

See the Draft Term Sheet for further details.

3.2.1.6 Coordination with Third Parties

The MBTA and other Third Parties will be performing various activities and services on the

Regional Rail alongside the Services.

The Operator shall provide flagging resources in accordance with requirements outlined in the

Contract (see Draft Term Sheet for further details).

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The Operator shall provide dispatching services for certain third party railroads who have trackage rights on the MBTA network, including Amtrak and freight railroad companies. Conversely, Amtrak, CSX Transportation, and Mass Coastal Railroad shall be responsible for providing dispatching services for certain segments of Regional Rail.

3.2.1.7 Labor

The Operator shall comply with all applicable federal labor laws, including the Hours of Service

Act, Railroad Retirement Act, Railroad Unemployment Insurance Act, Railway Labor Act, and

Section 5333(b) of title 49, U.S.C. (commonly known as Section 13(c)).

The Operator shall offer employment to qualified existing union employees, recognize the seniority rights of existing employees in accordance with existing seniority rosters, and hire qualified employees in accordance with craft and class designations. The Operator shall offer employment to certain eligible existing management/supervisory employees (subject to a probation period).

In addition, the Operator shall recognize the labor organizations representing the current workforce and shall assume the terms and conditions in the existing collective bargaining agreements entered into by the current operator and those labor organizations as the initial terms and conditions of employment for the workforce. Further, the Operator shall negotiate and enter into future collective bargaining agreements with each of such labor organizations, covering all appropriate subjects of bargaining typically addressed in collective bargaining agreements.

The Operator's labor obligations shall be further detailed in the Operating Contract.

3.2.2 Draft Term Sheet

The anticipated key terms and conditions of the Operating Contract are set out in Appendix D

(Draft Operating Contract Term Sheet). Respondents may (but are not required to) provide comments concerning such anticipated terms and conditions as part of their SOQ in accordance with Section 3 (Optional Draft Term Sheet and Due Diligence) of Appendix B (SOQ Submittal

Requirements). The MBTA reserves the right to not respond to any questions or comments received on the Draft Term Sheet and the MBTA will not consider any such comments provided as part of the evaluation of the Respondent's SOQ.

The draft Operating Contract will be included in the RFP. Proposers will have the opportunity to provide detailed comments on the Operating Contract as part of the RFP process.

Governing Law

3.3.1 State Law

The laws of the Commonwealth of Massachusetts will govern this Request for Qualifications, the

Request for Proposals, and the Contract Documents.

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Respondents should be aware that they will be required to comply with certain certifications and assurances required by the MBTA and the Commonwealth of Massachusetts during the RFP

Phase and the Operating Contract term. It is each Respondent’s responsibility to ensure that it will be able to comply with the certifications and assurances during the RFP Phase if the

Respondent is included on the Short List. Non-compliance with the MBTA and Commonwealth of Massachusetts certifications and assurances at the RFP Phase may render a Proposal non-responsive and disqualify the Proposer from further consideration.

3.3.2 Federal Law

The Operating Contract will include the use of certain Federal funds. The Federal Transit

Administration’s requirements and other Federal requirements will apply to the Operating Contract, including 2 C.F.R. §§ 200.317-327 and FTA Circular 4220.1G. Proposers will be required to make

Federal certifications and assurances at the RFQ and RFP Phase. It is each Respondent’s responsibility to ensure that it will be able to comply with Federal certifications and assurances during the RFP Phase if the Respondent is included on the Short List. Non-compliance with

Federal requirements at the RFP Phase may render a Proposer non-responsive and disqualify the Proposer from further consideration.

3.3.3 Disadvantaged Business Enterprise Requirements

The RFP may include any applicable DBE goals.

Insurance, Security, and Licensing

The types of insurance, insurance limits, and other insurance requirements will be commensurate with the obligations in the Operating Contract and the level of associated risk. Details of the insurance requirements are set out in the Draft Term Sheet and further details will be provided in the RFP.

The Draft Term Sheet describes the anticipated performance security that will be required under the Operating Contract.

Prior to the award of the Operating Contract, all legal entities and personnel participating in this procurement must obtain all necessary licenses and permits and take all necessary steps to conduct business in the Commonwealth of Massachusetts and perform under the Operating

Contract.

4. Procurement Process

Rules of Contact and Confidentiality

The Procurement Process began with the issuance of this RFQ and ends on the earliest of (i) award and execution of the Operating Contract, (ii) rejection of all SOQ or Proposals by the MBTA, or (iii) cancellation of the procurement.

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4.1.1 Rules of Contact

The rules of contact in this Section shall apply during the Procurement Process. The rules are designed to promote a fair and unbiased Procurement Process. The MBTA is the single source of information regarding the Operating Contract procurement.

Contact includes mail, face-to-face, telephone, facsimile, electronic-mail (email), or formal written communications.

The MBTA's designated point of contact for this RFQ (the “Contact Person”) will be:

Tracey Dionne

Massachusetts Bay Transportation Authority

10 Park Plaza, Suite 4260

Boston, MA 02116

Email: RRProcurement@mbta.com

These rules of contact are now in effect for the Procurement Process. The specific rules are as follows:

(A) after submittal of an SOQ, no Respondent Team Member may communicate with another Respondent or its team members with regard to the Procurement Process or the Operating Contract, except that a Respondent may communicate with a subcontractor that is not a Major Subcontractor that is on both its team and another

Respondent Team, so long as each such Respondent establishes a protocol with the relevant subcontractor to ensure that the subcontractor will not act as a conduit of information between the Respondents. Communication among Respondents and their Respondent Team Members is allowed during the MBTA-sponsored site visits and meetings during the RFP Phase;

(B) no Respondent Team Member or representative thereof shall have any communications regarding this RFQ, the Operating Contract, or the Procurement

Process with any member of the MBTA’s Board of Directors, the MassDOT Board of Directors, or with any MassDOT or MBTA staff, advisors, contractors, or consultants (including the MBTA's Consultant Support Team) involved with the procurement, except for communications expressly permitted by this RFQ or except as approved in advance at the MBTA’s Contact Person's sole discretion.

The foregoing restriction shall not, however, preclude or restrict communications with regard to (i) matters unrelated to this RFQ, (ii) matters unrelated to the

Operating Contract, (iii) matters unrelated to the Procurement Process, (iv) participation in public meetings of the MBTA or MassDOT Boards of Directors, or

(v) participation in any public or Respondent workshop related to the Procurement

Process;

mailto:tdionne@mbta.com

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(C) contact between the Respondents and the MBTA (questions and responses to questions) with regard to this procurement or the Operating Contract will only be through the MBTA’s Chief Procurement Officer, the Contact Person, or their respective designees, and the Respondent’s designated representatives;

(D) Respondents shall not contact the MBTA's employees, including department heads and any person, who will evaluate SOQs, regarding this procurement or the

Operating Contract except through the process identified above;

(E) any contact determined to be improper with regard to this procurement or the

Operating Contract, at the sole discretion of the MBTA, may result in disqualification;

(F) any official contact regarding this procurement or the Operating Contract will be disseminated from the MBTA and in respect of this RFQ, via COMMBUYS; and

(G) the MBTA will not be responsible for or bound by any oral exchange or any other information or exchange that occurs outside the official process specified herein.

4.1.2 Confidentiality

4.1.2.1 Disclosure Waiver

Each Respondent, by submitting an SOQ to the MBTA in response to this RFQ, consents to the disclosures described in this RFQ, including this Section 4.1.2 and all other disclosures required by law, and expressly waives any right to contest, impede, prevent, or delay such disclosure, or to initiate any proceeding that may have the effect of impeding, preventing, or delaying such disclosure, under M.G.L. c. 66 (the “Public Records Law”) or any other law relating to the confidentiality or disclosure of information. Under no circumstances will the MBTA be responsible or liable to a Respondent or any other party as a result of disclosing any such materials. Each

Respondent hereby further agrees to assist the MBTA in complying with these disclosure requirements.

4.1.2.2 Public Disclosure of SOQ

Subject to applicable law, after execution of the Operating Contract, or in the event that the procurement is cancelled by the MBTA, the MBTA shall have the right to publicly disclose any and all portions of all SOQs. The MBTA will not disclose material deemed confidential by the

MBTA in accordance with Section 4.1.2.3 (Disclosure Process for Requests under the Public

Records Law), unless otherwise required by law.

4.1.2.3 Disclosure Process for Requests under the Public Records Law

All written correspondence, exhibits, reports, printed material, photographs, tapes, electronic disks, and other graphic and visual aids submitted to the MBTA during this Procurement Process, MBTA

13 RFQ No. 71-25 including as part of the response to this RFQ, become the property of the MBTA upon their receipt by the MBTA and will not be returned to the submitting parties.

Except as provided by applicable law, all materials submitted to the MBTA are subject to release as public records. The Respondent shall familiarize itself with the provisions of applicable law

(including the Public Records Law) pertaining to disclosure of information in the MBTA’s possession. In no event shall the MBTA, or any of its agents, representatives, consultants, directors, officers, or employees, be liable to a Respondent or Respondent Team Member for the disclosure of all or a portion of an SOQ or related information submitted during this procurement.

If a Respondent has special concerns about information which it desires to make available to the

MBTA but which it believes constitutes a trade secret, proprietary information, or other information excepted from disclosure, such Respondent shall:

(A) specifically and conspicuously designate that information by placing “TRADE

SECRET - PROPRIETARY” in the header or footer of each such page affected;

and

(B) identify such trade secret or proprietary information by adding a new column in

Attachment 3 (SOQ Checklist) of the Transmittal Letter.

The Respondent should only designate such information as trade secret or proprietary information if it believes such information is exempt from disclosure under Public Records Law or other applicable law.

Nothing contained in this section shall modify or amend requirements and obligations imposed on the MBTA by the Public Records Law or other applicable law. The provisions in the applicable law, including the Public Records Law, shall control in the event of a conflict between the procedures described above and the applicable law.

If the MBTA receives a request for public disclosure of all or any portion of an SOQ or its related information that is designated as “Trade Secret - Proprietary,” the MBTA will endeavor to use reasonable efforts to notify the applicable Respondent of the request. The Respondent can assert, in writing and at its sole expense, a claimed exception under the Public Records Law or other applicable law, within the time period specified in the notice issued by the MBTA and allowed under the Public Records Law. The Respondent can choose to defend any action seeking release of the records it believes to be confidential information. The Respondent shall indemnify, defend, and hold harmless the MBTA and its agents and employees in connection with the Respondent's opposition to a public records request, and such indemnification shall include all damages, costs and expenses (including reasonable attorney’s fees) the MBTA incurs because of or arising out of the Respondent's opposition to any public records request. This indemnification survives the

MBTA’s cancellation or termination of this procurement or award and subsequent execution of the Operating Contract. In submitting an SOQ, the Respondent agrees that this indemnification survives as long as any information submitted by the Respondent is in the possession of the

MBTA.

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The MBTA shall not under any circumstance be responsible for securing a protective order or other relief enjoining the release of information marked “Trade Secret – Proprietary” in any SOQ, nor shall the MBTA be in any way financially responsible for any costs associated with securing any such order or for any loss associated with the release of information marked “Trade Secret –

Proprietary” or otherwise.

Respondent Teams

4.2.1 Ineligible Firms and Organizational Conflicts of Interest

The Respondent is responsible for disclosing all potential organizational conflicts of interest in its

SOQ. A potential organizational conflict of interest may occur in any of the following instances:

(A) when a Respondent Team Member is unable, or potentially unable, to provide impartial and objective assistance or advice to the MBTA due to other activities, relationships, contracts, or circumstances;

(B) where a Respondent Team Member has an unfair competitive advantage through obtaining access to nonpublic information during the performance of an earlier contract; or

(C) where, during the conduct of an earlier procurement, a Respondent Team Member has established the ground rules for a future procurement by developing specifications, evaluation factors, or similar documents.

The Respondent is required to provide information concerning potential organizational conflicts of interest in its SOQ and subsequently in its Proposal.

The Respondent and its Respondent Team Members must disclose all relevant facts concerning any past, present, or currently planned interests which may present an organizational conflict of interest. The Respondent and its Respondent Team Members must state how their interests, or those of their chief executives, directors, key personnel, or any proposed subcontractor may result, or could be viewed as, an organizational conflict of interest.

The MBTA will analyze any potential organizational conflicts of interest in order to avoid, neutralize, or mitigate potential conflicts before the award of the Operating Contract. If a potential or actual organizational conflict of interest is determined to exist that cannot be avoided, neutralized, or mitigated, the firm or firms subject to the potential or actual organizational conflict of interest may be ineligible to submit a Proposal. Any determinations rendered by the MBTA regarding organizational conflicts of interest will be final.

In addition, any firm that is rendered ineligible through any state or federal action (or foreign equivalent thereof) is ineligible to participate with any Respondent.

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The MBTA may request that the Operator procures additional rolling stock and such procurement shall be open to any eligible and qualifying equipment manufacturer or financier (with such eligibility and qualifications to be determined by the MBTA).

4.2.2 Respondent Team Members

The Respondent Team may be comprised of one or more firms to deliver and perform the

Operating Contract. The Respondent may be a joint venture, partnership, or other legal entity formed (or that will be formed) and if it is a joint venture or partnership, each entity/partner of the

Respondent shall be jointly and severally liable under the Operating Contract.

For purposes of this procurement, subject to the below, none of the Respondent Team Members

(or any Affiliates of any such members) may be on another Respondent Team or otherwise participate in another Respondent's SOQ. However, subject to the rules of contact (see Section

4.1.1 (Rules of Contact)), (i) any other subcontractors (who are not identified as a Major

Subcontractor in the SOQ) are not prohibited from teaming with more than one Respondent, and

(ii) in the event that a Respondent is not on the Short List (or a Respondent on the Short List withdraws from the procurement), the members of the unsuccessful Respondent Team (or

Respondent that has withdrawn) may participate on another Proposer team subject to the below requirements for changing the Respondent Team and any requirements set out in the RFP.

The Respondent may elect to identify by name all, some, or none of its anticipated subcontractors.

If the Respondent relies on a subcontractor's experience as part of its Experience and Capability submission, then such subcontractor shall be a “Major Subcontractor” in the Respondent Team.

Except in respect of any Major Subcontractor, a subcontractor or consultant may be identified by role (rather than by name). During the RFP Phase, a Proposer may add additional subcontractors to their team in accordance with the RFP.

Any change during the RFP Phase to a member of the Respondent Team (which includes any

Major Subcontractor) that was submitted in the SOQ will require written approval by the MBTA, which approval may be granted or withheld in the MBTA’s sole discretion. The MBTA may require the Proposer to submit certain information in respect of any such proposed change, including (a) the reasons for such change, (b) legal, financial, and other information that

Respondents were required to provide for team members under this RFQ; and (c) such other information as requested by the MBTA. The MBTA may consider, among other factors, whether the Proposer's team would still meet the minimum criteria in this RFQ (including the Minimum

Experience Requirements), whether the team is materially less qualified, and whether the MBTA would have included the Proposer on the Short List if such change had occurred before the

Proposer submitted its SOQ. The MBTA's rejection of the request, or any failure of the Proposer to obtain MBTA's approval of any such change, may result in the Proposer's disqualification.

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4.2.3 Financial Capacity and Guarantors

In order to be included on the Short List pursuant to this RFQ, Respondents must demonstrate sufficient financial capacity to assure the MBTA that they are capable of performing the Services under the Operating Contract.

In evaluating financial capacity, the MBTA will consider several metrics, including the

Respondent's liquidity and balance sheet based on the financial statements for the Respondent and, if applicable, any proposed Guarantor, provided in the SOQ. The combined financial statements of the Respondent (or the Guarantor, if applicable) will be used in the analysis. The

MBTA's analysis may consider the following information in addition to any other relevant information:

(A) working capital or lines of credits available, which shall be at least comparable to

2 months of anticipated payroll for the Operator under the Operating Contract; and

(B) net assets, which shall be at least comparable to the anticipated annual payment by the MBTA to the Operator under the Operating Contract.

The Respondent should consider its ability to meet the above financial capacity requirements, and if it does not meet such requirements, the Respondent shall supplement its financial capacity by proposing an Affiliate company to serve as the Guarantor and guarantee the Operator's obligations under the Operating Contract (through provision of a Guarantee). If a Respondent chooses to submit financial information of an Affiliate company of the Respondent to supplement its financial capacity as described in this section, such Affiliate company will be required to serve as Guarantor pursuant to the Guarantee unless otherwise agreed by the MBTA.

The MBTA reserves the right to require the Respondent to provide additional security (including in the form of additional guarantees) if the MBTA considers that the Respondent does not demonstrate sufficient financial capacity. The MBTA may require such additional security (i) before the MBTA determines whether a Respondent will be on the Short List, and/or (ii) as a condition to awarding the Operating Contract.

4.2.4 MBTA's Consultant Support Team

The following entities have been retained to serve as the primary Consultant Support Team for this procurement:

• AECOM Technical Services, Inc. (technical advisor);

• Ashurst LLP (legal advisor);

• Code Red Business Solutions (technical advisor);

• Ellana Inc. (technical advisor);

• Ernst & Young Infrastructure Advisors, LLC (financial advisor);

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Regional Rail Procurement – Operating Contract

17 RFQ No. 71-25

• Ernst & Young LLP (financial advisor);

• Bluebird Advisors, LLC (infrastructure advisor);

• Brian Ansari and Associates Inc. (construction and transportation advisor);

• CPCS Transcom Limited (rail advisor);

• INTECH Risk Management Inc. (risk and insurance advisor);

• Lesura Strategies, LLC (financial advisor);

• Midori Valdivia Consulting LLC (transportation and planning consultant);

• Network Rail Consulting (technical advisor);

• Raul V Bravo and Associates, Inc. (technical advisor); and

• Thompson Coburn LLP (legal advisor).

Members of the Consultant Support Team are not eligible to assist or participate as Respondent

Team Members without the express written consent of the MBTA in its discretion.

Additional members may be added to the Consultant Support Team. The MBTA may identify any new members in an Addendum if and when a member is added.

The Consultant Support Team's scope of services may include providing assistance to the MBTA in preparing this RFQ and the RFP, and in evaluating SOQs and Proposals, including providing financial, contractual, and technical advice. The Consultant Support Team may also provide project oversight.

Procurement Schedule

The following represents the current schedule for the Procurement Process. The RFP will include a more detailed schedule for the RFP Phase. The schedule is subject to change at the discretion of the MBTA. All times are Eastern Time, unless otherwise indicated.

Activity Due Date

Issue Request for Qualifications July 18, 2025

Pre-Statement of Qualifications Virtual Informational Meeting July 31, 2025

Final Date for Receipt of Respondent’s Questions By 2:00 p.m. (Eastern Time) on August 21, 2025

Anticipated Date for Final Addendum September 5, 2025

Statement of Qualifications Due Date / SOQ Due Date

(via COMMBUYS)

By 2:00 p.m. (Eastern Time) on October 3, 2025

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Regional Rail Procurement – Operating Contract

18 RFQ No. 71-25

Activity Due Date

Anticipated Short List Announced November, 2025

Issue Initial Request for Proposals Q4, 2025

Proposal Due Date Fall, 2026

Selection December, 2026

COMMBUYS

This RFQ will be launched and managed via COMMBUYS. Instructions for log-in and use of

COMMBUYS can be found on COMMBUYS.

Respondents 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.

It is the responsibility of Respondents to maintain an active registration in COMMBUYS and a current email address used for accessing COMMBUYS and to monitor that email inbox for communications from the MBTA, including responses to Respondent questions. The MBTA assumes no responsibility if a Respondent's designated email address is not current, if technical problems (including those with the Respondent's computer, network, or internet service provider) cause delays or issues with SOQ submission, or if email communications sent to or from the

Respondent and the MBTA are lost or rejected by any means including email or spam filtering.

The Respondent shall review and study all documents thoroughly and report any discrepancies, omissions, technical queries, or other clarifications via COMMBUYS.

Respondent Questions and Answers

Respondents shall review this RFQ, and request written clarification or interpretation of any perceived discrepancy, deficiency, ambiguity, error, or omission contained therein, or of any provision which the Respondent fails to understand or to which the Respondent is suggesting a change. Failure of the Respondent to so examine and inform itself shall be at its sole risk, and no relief for error or omission will be provided by the MBTA. Respondents shall submit, and the MBTA will respond to, questions and requests for written clarification in accordance with this Section 4.5.

Questions and clarification requests shall be minimized or aggregated to the extent possible.

Such requests should not identify the Respondent in the body of the question. All questions and clarification requests shall be submitted by the Respondent using the format shown on Form G

(Respondent's Question Request) via email to the Contact Person.

The MBTA will only consider questions regarding this RFQ if they are submitted in writing by

Respondents in accordance with this Section 4.5, including requests for clarification and requests to correct errors. No requests for additional information or clarification to any other

MBTA office, consultant, or employee will be considered.

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19 RFQ No. 71-25

Only requests received by the time and date specified in Section 4.3 (Procurement Schedule) will be considered.

The MBTA may provide all questions, along with the MBTA's answers, to all potential

Respondents via COMMBUYS, without expressly identifying the potential Respondent who issued the question. The MBTA reserves the right to, in its sole discretion, not answer all questions submitted by Respondents.

A potential Respondent may identify questions in Form G (Respondent's Question Request) as containing confidential information. If the MBTA agrees with such identification and elects to respond to such question, the MBTA may directly respond to such potential Respondent. If the

MBTA disagrees with a Respondent's identification of confidential Respondent information, it will allow the Respondent to withdraw its question.

If the MBTA determines that a change or clarification to this RFQ is needed, all responses will be in writing and shall be made available as an Addendum without attribution to all Respondents.

This RFQ will only be amended by any Addenda issued, and not by any other response to a question.

It is the Respondent's responsibility to verify the MBTA’s receipt of questions and clarification requests.

RFQ Addenda

The MBTA reserves the right to issue Addenda to this RFQ after its initial publication. Any such

Addenda will be made available through COMMBUYS. Each Respondent is responsible for providing its contact email and other information by registering at COMMBUYS. It is the

Respondent's responsibility to check COMMBUYS frequently and access such Addenda from

COMMBUYS. Each Respondent is solely responsible for obtaining all Addenda prior to submitting its SOQ. The MBTA and the Commonwealth assume no responsibility or liability whatsoever for the distribution of Addenda to Respondents and will provide no accommodation to Respondents who submit their SOQs based on an out-of-date RFQ or on information received from a source other than COMMBUYS.

If necessary, the MBTA will issue Addenda to modify conditions or requirements of this RFQ to recipients of this RFQ. If an Addendum is issued, each Respondent must acknowledge receipt of the Addendum using Form A (Transmittal Letter).

Pre-SOQ Informational Meeting

A pre-SOQ informational meeting for the Operating Contract will be held on the date specified in

Section 4.3 (Procurement Schedule) and in accordance with instructions posted on COMMBUYS.

Attendance at the pre-SOQ informational meeting is optional.

Examination of RFQ

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20 RFQ No. 71-25

Each Respondent shall be solely responsible for examining, with appropriate care and diligence, the RFQ and any Addenda and material made available to the Respondents by the MBTA, and for informing itself with respect to any and all conditions that may in any way affect the nature of its SOQ. Failure of the Respondent to so examine and inform itself shall be at its sole risk, and the MBTA will provide no relief for any error or omission.

The submission of an SOQ shall be considered prima facie evidence that the Respondent has made the above-described examination.

5. SOQ Submittal Requirements

Date, Time, and Location of Receipt

All SOQs must be received no later than 2:00 p.m. (Eastern Time) on the SOQ Due Date. The

SOQs must be clearly identified as “[Respondent Name] – SOQ – RFQ NO. 71-25 - RR

OPERATING CONTRACT.”

The SOQ must be submitted via COMMBUYS. Late submittals will not be considered.

It is the Respondent’s sole responsibility to ensure delivery of its SOQ at the time and place specified herein and the MBTA will have no liability or responsibility therefor.

Formatting Requirements

The SOQ must comply with the requirements in this RFQ, including that the SOQ must be provided in the format required by Appendix A (SOQ Format and Organization) and include the information required by Appendix B (SOQ Submittal Requirements) and Appendix C (SOQ

Forms).

SOQ Organizational and Content Requirements

An outline of the required format for the SOQ is provided in…