Massachusetts Bay Transportation Authority s1

Massachusetts Bay Transportation Authority

MASSACHUSETTS BAY TRANSPORTATION AUTHORITY COMMUTER RAIL PROCUREMENT

REQUEST FOR PROPOSALS INSTRUCTIONS TO PROPOSERS APPENDIX B - OPERATIONS AND MANAGEMENT PROPOSAL INSTRUCTIONS RFP No. 159-12 July 26, 2013

MBTA RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12

Massachusetts Bay Transportation Authority

TABLE OF CONTENTS

MBTA B-iii RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B –Ops & Mgmt Proposal Instructions RFP No. 159-12 B1.0 General Instructions

This Appendix B (Operations and Management Proposal Instructions) to the Instructions to Proposers (ITP) describes the specific instructions for preparing the Operations and Management Proposals.

The Proposer shall submit the information required by this Appendix B (Operations and Management Proposal Instructions) in the required organization and format, and using the forms, specified herein. Failure to provide the requested information on the forms and in the format specified, or to provide all of the information requested, may result in the Massachusetts Bay Transportation Authority (MBTA) declaring the Operations and Management Proposal non- responsive.

Upon Award, and subject to Section 4.3.2 (Form of the Proposed Contract) of the ITP, the Operations and Management Proposal of the selected Proposer will be incorporated into the Contract.

The Operations and Management Proposal must be submitted in twelve sections, tabbed appropriately (see Table B, Outline for Submission of the Operations and Management Proposal) and containing the following information:

1.i.1) Legal;

1.i.2) Safety;

1.i.3) Security, Emergency Preparedness and Emergency Response;

1.i.4) Mechanical Services Plan;

1.i.5) Engineering Services Plan;

1.i.6) Transportation Services Plan;

1.i.7) Customer Service Plan;

1.i.8) Management Plan;

1.i.9) Information Technology Services Plan;

1.i.10) Disadvantaged Business Enterprise Plan and Program;

1.i.11) Equal Employment Opportunity and Other Civil Rights Programs; and

1.i.12) Mobilization Plan.

All forms named herein are found in Appendix D (Forms) unless otherwise noted.

Text must be in English in a standard font, a minimum of 12 points in height, single-spaced. Pages must be 8½ inch by 11 inch white paper, with simple lettered/numbered dividers for each

MBTA B-4 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 Massachusetts Bay Transportation Authority section/subsection. Single-sided pages must be used except for pre-printed information, such as corporate brochures.

Drawings or sketches must be submitted on 11 inch by 17 inch or 8 ½ inch by 11 inch white paper.

The Proposer shall number each page in each section consecutively (i.e., 1-1, 1-2; 2-1, 2-2). The Proposer shall include page numbers centered at the bottom of each page.

The Proposer shall present information clearly and concisely. Documentation that is illegible may be rejected and may lead to disqualification.

The information must be easily reproducible by normal black and white photocopying machines. Color photographs, renderings and brochures must be adequately bound and suitably protected for handling and circulation during review.

The Operations and Management Proposal is limited to a total of 500 pages, exclusive of tabs and divider pages, the cover letter, the information submitted in response to Section B2.0 (Legal Pass/Fail Evaluation Factor), forms related to Disadvantaged Business Enterprises required pursuant to Section B11.0 (Disadvantaged Business Enterprise Plan and Program Evaluation Factor (Rated)) of this Appendix B (Operations and Management Proposal Instructions) to the Instructions to Proposers, and the Mobilization Price Form, and further subject to the Supplemental Appendices as further detailed in Section 6.2 (Formatting Requirements) of the Instructions to Proposers.

B2.0 Legal Pass/Fail Evaluation Factor

B2.1 Objective

The objective of the Legal Pass/Fail Evaluation Factor is to identify legally constituted Proposers able to submit Proposals, enter into the Contract and perform the scope of services and that have obtained all required licenses or committed to do so prior to award of the Contract.

B2.2 Legal Information for Section 1 of the Operations and Management Proposal

The Proposer shall submit the following legal information:

2.i.1) The Form of Proposal (see Appendix D (Forms)) that constitutes a firm offer to the MBTA valid for 180 calendar days after the Proposal Due Date. The Form of Proposal must be executed by the Proposer or by its legally authorized representative, and by each Joint Venture (JV) or Limited Liability Company (LLC) member or general partner (as applicable) by their respective legally authorized representatives, if that JV, LLC or partnership has been specifically created for the purposes of proposing on this Contract;

2.i.2) Form NS, Named Subcontractors and Suppliers, (see Appendix D (Forms)) including the percentage of the proposed Contract Price that represents anticipated Subcontractor and Supplier participation (not specific dollar value of participation);

MBTA B-5 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 2.i.3) Evidence that the Proposer is chartered in the Commonwealth of Massachusetts or holds a Foreign Corporation Certificate, regardless of whether such certificate was submitted with the Proposer’s Statement of Qualifications (SOQ);

2.i.4) A notarized Power of Attorney naming the individual who signed the Proposal on the Proposer's behalf as its attorney-in-fact, with authority to execute and deliver the Proposal, any Clarifications and the Contract on the Proposer's behalf and to act for and bind the Proposer in all matters relating to the Proposal. If the individual who signed the Proposal on the Proposer's behalf is an officer of the Proposer, a Power of Attorney is not required.

If the Proposer is a JV, LLC or partnership that has been specifically created for the purposes of proposing on this Contract, it shall also submit the following:

2.i.4.a) Evidence that each member of the JV, LLC or partnership will be jointly and severally liable for any and all of the duties and obligations, including performance, of the Proposer assumed under the Proposal and under any Contract arising therefrom, should its Proposal be accepted by the MBTA; and

2.i.4.b) A notarized Power of Attorney executed by each JV member, LLC member or general partner, naming the individual who signed the Proposal and joint and several liability document on its behalf as its attorney-in-fact, with authority to execute the Proposal, joint and several liability document and Contract on its behalf and to act for and bind it in all matters relating to the Proposal;

2.i.5) A disclosure of any potential organizational conflicts of interest, as further explained at Section 5.3 (Ineligible Firms and Organizational Conflicts of Interest) of the ITP, including disclosure of all relevant facts concerning any past, present or currently planned interests which may present an organizational conflict of interest. The disclosure must state how the Proposer's interests, or those of its chief executives, directors, key personnel or any proposed subcontractors may result in, or could be viewed as, an organizational conflict of interest. If the MBTA determines that an actual or potential conflict of interest exists that cannot be avoided, neutralized or mitigated, that Proposer will not be eligible for award of the Contract;

2.i.6) The Certification of Restrictions on Lobbying (see Appendix D (Forms)), certifying that no federal appropriated funds have been or will be paid for lobbying activities and that no other funds have

MBTA B-6 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 Massachusetts Bay Transportation Authority

been paid or will be paid to influence governmental decisions regarding the Contract;

2.i.7) The Certification Regarding Debarment, Suspension and Other Ineligibility and Voluntary Exclusion from Transactions Financed in Part by the U.S. Government (see Appendix D (Forms)), certifying that neither the Proposer nor any of its principals is excluded or disqualified from participating in this transaction;

2.i.8) The Buy America Certification (see Appendix D (Forms)), certifying compliance with the Federal Transit Administration's Buy America requirements;

2.i.9) The Affidavit of Non-Collusion (see Appendix D (Forms)), certifying that the Proposal was made without collusion;

2.i.10) The Certification of Compliance with Regulation 102 CMR 12.00 (see Appendix D (Forms)), certifying that the Proposer is in compliance with Section 7 of Chapter 521 of the Acts of 1990, as amended by Chapter 329 of the Acts of 1991, and the regulations issued pursuant thereto;

2.i.11) The Certification regarding Companies Doing Business With or in Northern Ireland (see Appendix D (Forms)), certifying to certain information regarding business practices in Northern Ireland, pursuant to Pursuant to M.G.L. c.7, §§22C-F;

2.i.12) The Confidential Information Agreement (see Appendix D (Forms)), agreeing to the maintenance and non-disclosure of certain confidential information during this procurement;

2.i.13) The Conflict of Interest Certification (see Appendix D (Forms)), certifying to compliance with Massachusetts Conflict of Interest Laws, G.L. c. 268A;

2.i.14) The MBTA Retiree Certification (see Appendix D (Forms)), certifying to notification of the MBTA if an MBTA retiree has been included as a member of the Proposer's team;

2.i.15) The Prohibit Use of Undocumented Workers Certification (see Appendix D (Forms)), certifying that the Proposer is not knowingly using undocumented workers in connection with the performance of all Executive Branch contracts; that pursuant to federal requirements, the Proposer will verify the immigration status of all workers assigned to such contracts without engaging in unlawful discrimination; and that the Proposer will not knowingly or recklessly alter, falsify or accept altered or falsified documents from any such worker(s);

MBTA B-7 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 2.i.16) The Right-of-Way Safety Requirements Certification (see Appendix D (Forms)), certifying that the Proposer will be in full compliance with the MBTA Right-of-Way Safety Awareness Training Requirements as stated in the Operating Agreement;

2.i.17) The Right-to-Know Law Certification (see Appendix D (Forms)), certifying to compliance with the Massachusetts RighttoKnow Law, Chapter 470 of the Acts of 1983; and

2.i.18) The Security Requirements Certification (see Appendix D (Forms)), certifying to compliance with the MBTA’s Security Requirements as stated in the Operating Agreement.

B3.0 Safety Evaluation Factor (Rated)

B3.1 Objectives

The following are the objectives for the Safety evaluation factor:

1.i.1) To ensure that Proposers have a sufficient plan to successfully integrate safety into all management, training and work plans;

1.i.2) To ensure that Proposers have a plan to handle safety incidents and to develop accident reduction plans in partnership with the MBTA, regulatory authorities and municipalities; and

1.i.3) To ensure that Proposers have a plan and processes designed to ensure full compliance with all applicable laws, rules and regulations throughout their performance.

B3.2Safety Information for Section 2 of the Operations and Management Proposal

The Proposer shall submit the following information related to safety:

2.i.1) The Proposer shall prepare a draft Safety Plan applicable to its performance of the Contract. The draft Safety Plan shall include, but not be limited to, training, performance of regular safety inspections, correction of safety problems that are identified, establishment of a formal written emergency response plan, preparation of an annual safety review report and compliance with FRA reporting requirements. The Proposer shall also indicate how it proposes to comply with applicable provisions of the MBTA's System Safety Plan and FRA rules and regulations, as well as the safety-related provisions of the Contract including, but not limited to, all safety details contained in the Operating Agreement at Schedule 3.5 (Safety and Security). The Proposer shall include a description of any joint management/labor safety programs it

intends to implement in conjunction with performing the Contract; and

2.i.2) The Proposer shall: (i) identify those portions of the information that it provided in response to Section B3.2(A) of this Appendix B that it considers to be innovative, best practice, beneficial to MBTA Customers and/or cost efficient, and (ii) submit information supporting or otherwise validating its position that said portions are innovative, best practice, beneficial to MBTA Customers and/or cost efficient.

B4.0 Security, Emergency Preparedness and Emergency Response Evaluation Factor (Rated)

B4.1 Objectives

The following are the objectives for the Security, Emergency Preparedness and Emergency Response evaluation factor:

1.i.1) To ensure that Proposers have clearly defined roles for security and emergency preparedness and emergency response and have plans demonstrating accountability for the security of the system; and

1.i.2) To ensure that Proposers have a plan and processes designed to ensure full compliance with all applicable laws, rules and regulations throughout their performance.

B4.2 Security, Emergency Preparedness and Emergency Response Information for Section 3 of the Operations and Management Proposal

The Proposer shall submit the following information related to security, emergency preparedness and emergency response:

2.i.1) The Proposer shall prepare a draft Operator System Security Compliance Plan ("OSSCP"), which must be developed in accordance with the MBTA's System Security Plan and Sensitive Security Information guidelines and procedures and applicable federal and other legal requirements, regulations, and standards. The draft OSSCP and the draft Safety Plan must work collaboratively, integrating overlapping safety and security concerns. Additionally, the draft OSSCP must also address the following items:

2.i.1.a) The policies, goals, and objectives for the security program endorsed by the MBTA's General Manager;

2.i.1.b) The Proposer's process for managing threats and vulnerabilities during operations;

MBTA B-9 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 2.i.1.c) Controls in place that address the personal security of customers and operating personnel;

2.i.1.d) The Proposer's process for conducting internal security reviews to evaluate compliance and measure the effectiveness of the OSSCP; and

2.i.1.e) The process for review and approval of the OSSCP, and any accompanying procedures, by the MBTA and other oversight agencies.

The OSSCP must address the requirements set forth in Section 3 (System Security Plan) of Schedule 3.5 (Safety and Security) to the Operating Agreement;

2.i.2) The Proposer shall develop a draft Emergency Preparedness Plan ("EPP"), which shall comply with FRA and Homeland Security Exercise Education Program requirements. The draft EPP shall set forth the Proposer's emergency preparedness policies, procedures, and programs, including full scale Emergency Drills, and must comply with the requirements set forth in Section 4 (Emergency Preparedness Plan) of Schedule 3.5 (Safety and Security) to the Operating Agreement;

2.i.3) The Proposer shall submit a draft Emergency Response Plan ("ERP"), in accordance with Section 5 (Emergency Response Plan) of Schedule 3.5 (Safety and Security) to the Operating Agreement. The draft ERP shall address major storms and other natural occurrences that could disrupt Commuter Rail Services, as well as any other incidents or events that would require services of emergency response agencies; and

2.i.4) The Proposer shall: (i) identify those portions of the information that it provided in response to Section B4.2(A) through B4.2(C) of this Appendix B that it considers to be innovative, best practice, beneficial to MBTA Customers and/or cost efficient, and (ii) submit information supporting or otherwise validating its position that said portions are innovative, best practice, beneficial to MBTA Customers and/or cost efficient.

B5.0 Mechanical Services Plan Evaluation Factor (Rated)

B5.1 Objectives

The following are the objectives for the Mechanical Services Plan evaluation factor:

1.i.1) To identify Proposers that have a plan that best maximizes equipment availability and reliability;

1.i.2) To ensure that Proposers have an integrated approach to customer

and employee safety and hazard reduction;

1.i.3) To ensure that Proposers have a mechanical services approach that preserves and prolongs asset lifespans;

1.i.4) To ensure that Proposers have a plan for providing cost effective facility utilization, work scheduling and integration of new training and technology; and

1.i.5) To ensure that Proposers understand the economies of the integration of the new fleet as it is introduced to the Commuter Rail Services and the associated maintenance changes that will accompany changes to the fleet.

B5.2 Mechanical Services Plan Information for Section 4 of the Operations and Management Proposal

The Proposer shall submit the following information related to its proposed mechanical operations:

2.i.1) The Proposer shall provide a Mechanical Services Plan that describes in detail the Proposer's approach to providing the mechanical services described in the Contract, including the mechanical services described in Schedule 3.3 (Mechanical Services) of the Commuter Rail Operating Agreement. Elements of the Mechanical Services Plan shall include, but not be limited to, proposed approaches to the following:

2.i.1.a) Developing and implementing complete maintenance planning, tracking and recordkeeping systems to maximize vehicle availability and reliability;

2.i.1.b) Inspecting, maintaining and repairing the MBTA commuter rail fleet of passenger coaches and locomotives;

2.i.1.c) Maintaining, operating and repairing non-revenue rail vehicles;

2.i.1.d) Providing daily cleaning, inspection, fueling, servicing and light repairs of revenue equipment;

2.i.1.e) Providing periodic component overhauls and minor upgrading work, as required;

2.i.1.f) Enforcing third-party warranties;

2.i.1.g) Maintaining a comprehensive and up-to-date inventory control system;

MBTA B-11 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 2.i.1.h) Providing information management, material management, performance analysis and reporting;

2.i.1.i) Integrating new technologies and work practices as introduced by the Operator or the MBTA;

2.i.1.j) Implementing, operating and maintaining FRA approved Diesel Multiple-Unit cars (each, a "DMU") that the MBTA may purchase (during the Term of the Agreement) and require the Operator to place into service in lieu of locomotive-coach train sets. The Proposer shall address, at a minimum: (i) the potential impact on train operations; (ii) potential changes, if any, required to collective bargaining agreements with respect to on-board train operations (focusing on minimum crew size for on-board crews for single and multiple unit DMU train sets); (iii) fueling issues; (iv) training issues; (v) maintenance for DMU cars (including any required changes at maintenance facilities); and (vi) procedures to calculate the "net financial impact" due to the introduction of DMU cars and/or retirement of locomotives and coaches;

2.i.1.k) Operating the re-railing crane; and

2.i.1.l) All reporting required by US DOT, FRA, EPA, MDTE, APTA, FTA as well as other applicable laws, rules and regulations.

2.i.2) While in general the Proposers are to base their Proposal responses on the assumption of the MBTA's existing fleet, the MBTA anticipates several fleet composition changes during the term of the Commuter Rail Operating Agreement. The following changes are projected to occur:

2.i.2.a) Rotem Coaches – 28 control cars, 47 trailer cars;

2.i.2.b) MPI HSP-46 Locomotives – 40 new locomotives; and

2.i.2.c) Kawasaki 700 and 1700 series overhaul – 24 control cars, 50 trailer cars.

The MBTA expects cost savings with the introduction of new and overhauled fleets. Cost savings should be derived from reduced corrective and preventative maintenance and improved fleet performance resulting in reduced costs for the mechanical operation as a whole.

The Proposer shall submit Maintenance Plans and provide corresponding Maintenance Cost Schedules (each, an "MCS") for all MBTA rolling stock that provides revenue service (excluding non-revenue fleet).

The Proposer shall prepare a Maintenance Plan for each new or overhauled fleet that complies with the maintenance requirements set forth by the locomotive or coach builder or overhaul contractor. The Maintenance Plans shall be based on life cycle maintenance principles and be woven into the FRA-mandated inspection cycles. The contents of the Maintenance Plan shall comply with and be representative of the requirements of Schedule 3.3 (Mechanical Services) of the Commuter Rail Operating Agreement. Notwithstanding anything to the contrary, with respect to Maintenance Plans for new fleets only, the Proposer shall submit a generic plan for each type of new locomotive and coach (locomotives, BTCs and CTCs only) with its Proposal.

An MCS shall also be developed and submitted for each fleet providing revenue service. For fleets that have both cab and trailer cars, a separate MCS shall be developed for cab cars and trailer cars. The MCS for each fleet type shall be developed using the forms provided in Attachments 1 through 6, which are incorporated into this Appendix B (Operations and Management Proposal Instructions):

a) Attachment 1 – MCS for Existing Locomotives (Annual Fleet Cost and Annual Unit Cost); b) Attachment 2 – MCS for Existing Coaches (Annual Fleet Cost and Annual Unit Cost); c) Attachment 3 – Summary of Annual Costs for Existing Locomotive and Coach Fleet (Annual Fleet Cost); d) Attachment 4 – MCS for New Locomotives (Annual Unit Cost); e) Attachment 5 – MCS for New Coaches (Annual Unit Cost); and f) Attachment 6 – MCS for Overhauled Coaches (Annual Unit Cost).

For Attachments 1 and 2 (MCS for Existing Locomotives and Coaches), the Proposer is to provide total annual maintenance costs for each fleet, which includes both planned and unplanned maintenance costs (i.e., preventative and corrective). The Total Annual Maintenance Cost for each fleet will then be divided by the number of vehicles currently in the fleet to calculate the Annual Unit Maintenance Cost.

Attachment 3 is not filled out directly by the Proposer; it summarizes the Annual Maintenance Costs for each of the Existing Locomotive and Coach fleets from Attachments 1 and 2. It should be noted that the total annual maintenance costs for the existing locomotive and coach fleet (as summarized in Attachment 3) must equal the Proposer’s price for “Mechanical Services” on Form FFP (Firm Fixed Price) for each of the respective years, excluding costs provided on Form FFP for “Management incl Superintendents” (which would be considered a fixed cost) and “Non-Revenue Fleet” (which is not included in an MCS).

For Attachments 4 and 5 (MCS for New Locomotives and New Coaches) and for Attachment 6 (MCS for Overhauled Coaches), the Proposer is to provide the

MBTA B-13 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 Annual Unit Cost for maintaining the vehicles, in accordance with the Proposer’s Maintenance Plan for the respective fleet type. Because new and overhauled vehicles will be introduced into the fleet throughout the term of the Commuter Rail Operating Agreement, the Proposer is to provide an Annual Unit Cost for each year that new or overhauled vehicles are put into service. As an example, for Attachment 4 the Proposer is to input the following:

 Locomotive Put into Service in Year 1 – For a New Locomotive put into service in Agreement Year 1, input the Annual Unit Maintenance Cost for Years 1 through 8 (assuming a full year cost in Year 1)  Locomotive Put into Service in Year 2 - For a New Locomotive put into service in Agreement Year 2, input the Annual Unit Maintenance Cost for Years 2 through 8 (assuming a full year cost in Year 2)  Locomotive Put into Service in Year 3 - For a New Locomotive put into service in Agreement Year 3, input the Annual Unit Maintenance Cost for Years 3 through 8 (assuming a full year cost in Year 3)  For a Locomotive Put into Service in Years 4 through 8, the table is filled out in a similar manner.

The Annual Unit Maintenance Cost for each year includes both preventative and corrective maintenance and shall take into consideration the Proposer’s assumptions for annual cost escalation, consistent with those used for the Financial/Price Proposal (and for Existing Fleet costs in Attachments 1 and 2).

The Proposer shall develop and submit a Maintenance Plan and a MCS for each of the following fleets:

i) Pullman 200-series; ii) MBB 500-series; iii) MBB 1500-series; iv) Bombardier 600-series and 300-series; v) Bombardier 1600-series; vi) Kawasaki 700-series; vii) Kawasaki 1700-series; viii) Kawasaki 900-series; ix) Rotem 800-series; x) Rotem 1800-series; xi) F40PH-2 (1000 – 1017); xii) F40PHM-2C (1025 – 1036); xiii) F40PH-2C (1050 – 1075); xiv) GP40MC (1115 – 1139); xv) MP36PH-3C (010 – 011); and xvi) MPI HSP-46 (1200 – 1239).

The Maintenance Plans and MCS for new or newly overhauled fleets shall be derived from the following documents:

 Rotem Fleet Maintenance Manuals (draft);

 Rotem Fleet Parts Catalog and Parts Pricing (draft);

 Rotem Fleet Training Manual (draft);

 MPI HSP-46 Fleet Maintenance Manuals (draft);

 MPI HSP-46 Fleet Parts Catalog and Parts Pricing (draft);

 MPI HSP-46 Fleet Training Manual (draft); and

 Midlife Overhaul of 74 Bi-level Commuter Rail Coaches, Alstom Transportation, Inc., Technical Specification SR-43.

2.i.3) The Proposer shall: (i) identify those portions of the information that it provided in response to Section B5.2(A) through B5.2(B) of this Appendix B that it considers to be innovative, best practice, beneficial to MBTA Customers and/or cost efficient, and (ii) submit information supporting or otherwise validating its position that said portions are innovative, best practice, beneficial to MBTA Customers and/or cost efficient.

B6.0 Engineering Services Plan Evaluation Factor (Rated)

B6.1 Objectives

The following are the objectives for the Engineering Services Plan evaluation factor:

1.i.1) To identify Proposers that demonstrate an organizational and technical ability to inspect, maintain, repair and install the full range of right of way, bridge, signal and facility assets;

1.i.2) To identify Proposers that have an integrated approach to safety management and hazard reduction;

1.i.3) To identify Proposers that have an engineering services approach that preserves and prolongs asset lifespans; and

1.i.4) To ensure that Proposers have a plan to provide cost effective work scheduling and integration of new technologies.

B6.2 Engineering Services Plan Information for Section 5 of the Operations and Management Proposal

The Proposer shall submit the following information for engineering services:

MBTA B-15 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 2.i.1) The Proposer shall provide an Engineering Services Plan that describes in detail the Proposer's approach to providing the engineering services described in the Contract, including the engineering services described at Schedule 3.2 (Engineering Services) of the Commuter Rail Operating Agreement. The Engineering Services Plan shall identify the Proposer’s environmental, hazardous waste and pest control subcontractor(s) as well as describe each subcontractor(s) approach to discharging its responsibilities. Elements of the Engineering Services Plan shall include, but not be limited to, proposed approaches to the following:

2.i.1.a) Inspecting, managing, repairing, replacing, maintaining and reporting on all of the MBTA’s railroad infrastructure;

2.i.1.b) Inspecting, repairing, and maintaining track, signals, communications equipment, train control equipment and railroad bridges;

2.i.1.c) Inspecting, maintaining, repairing, and managing structures, buildings, stations and platforms;

2.i.1.d) Operating the MBTA’s fleet of non-revenue rail vehicles and railroad work equipment vehicles;

2.i.1.e) Conducting surveys and track design and construction inspection;

2.i.1.f) Maintaining freight-only track and unused rights of way;

2.i.1.g) Integrating new technologies and work practices as introduced by the Operator or the MBTA;

2.i.1.h) Enforcing third-party warranties;

2.i.1.i) Maintaining a comprehensive and up-to-date inventory control system;

2.i.1.j) Completing and undertaking supplemental work projects, including projects in progress by the previous contractors;

2.i.1.k) Performing environmental services, including the operation, maintenance and service of all environmental systems located throughout the service property;

2.i.1.l) Maintenance of all environmental permits, certificates and licenses;

2.i.1.m) Proper disposal of any waste or hazardous material;

2.i.1.n) All other services related to compliance with applicable environmental laws and regulations;

2.i.1.o) All reporting required by the United States Department of Transportation (US DOT), Federal Railroad Administration (FRA), Environmental Protection Agency (EPA), MDTE, American Public Transportation Association (APTA), Federal Transit Administration (FTA) and other applicable laws, rules and regulations; and

2.i.1.p) Providing information management, material management, performance analysis and reporting.

2.i.2) The Proposer shall: (i) identify those portions of the information that it provided in response to Section B6.2(A)(1) – (16) of this Appendix B that it considers to be innovative, best practice, beneficial to MBTA Customers and/or cost efficient, and (ii) submit information supporting or otherwise validating its position that said portions are innovative, best practice, beneficial to MBTA Customers and/or cost efficient.

B7.0 Transportation Services Plan Evaluation Factor (Rated)

B7.1 Objectives

The following are the objectives for the Transportation Services Plan evaluation factor:

1.i.1) To identify Proposers that have a plan to maximize commuter rail on-time performance;

1.i.2) To identify Proposers that have a plan designed to provide an integrated approach to customer, public and employee safety and hazard reduction;

1.i.3) To identify Proposers with a comprehensive plan to ensure collection of all fare revenues; and

1.i.4) To ensure that Proposers have a process for developing and implementing train cycling plans to maximize available vehicle revenue service hours while allowing for necessary maintenance windows and minimizing locomotive idling.

B7.2 Transportation Services Plan Information for Section 6 of the Operations and Management Proposal

The Proposer shall submit the following information for transportation services:

MBTA B-17 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 2.i.1) The Proposer shall provide a Transportation Services Plan that describes in detail the Proposer's approach to providing the transportation services described in the Contract, including the transportation services described in Schedule 3.1 (Transportation Services) of the Commuter Rail Operating Agreement. Elements of the Transportation Services Plan shall include, but not be limited to, proposed approaches to the following:

2.i.1.a) Staffing, management and operation of all MBTA Commuter Rail Services;

2.i.1.b) Train operations, train crew management, crew and equipment scheduling;

2.i.1.c) Maintaining and publishing all applicable rule books and employee timetables;

2.i.1.d) On-board revenue collection, revenue reporting and security and revenue accounting;

2.i.1.e) Service monitoring;

2.i.1.f) Performance analysis and reporting;

2.i.1.g) Training;

2.i.1.h) Integrating new technologies and work practices as introduced by the Operator or the MBTA;

2.i.1.i) Enforcing third-party warranties;

2.i.1.j) All reporting required by US DOT, FRA, EPA, MDTE, APTA, FTA and other applicable laws, rules and regulations;

2.i.1.k) Ticket office staffing, operation and maintenance;

2.i.1.l) Incident management in order to minimize safety hazards and service disruption;

2.i.1.m) Customer information, complaint management and station information;

2.i.1.n) Dispatching services to include control of all trains subject to MBTA dispatch control operating on the service property;

2.i.1.o) Operation of the MBTA’s two commuter rail dispatching centers;

2.i.1.p) Provisions of rules and safety supervision services for all MBTA commuter rail lines; and

2.i.1.q) Providing information management, material management, performance analysis and reporting.

B8.0 Customer Service Plan Evaluation Factor (Rated)

B8.1 Objectives

The following are the objectives for the Customer Service Plan evaluation factor:

1.i.1) To ensure that Proposers demonstrate the ability to maximize customer satisfaction measured by MBTA-approved metrics;

1.i.2) To identify Proposers that will continuously improve messaging regarding customer and public safety; and

1.i.3) To identify Proposers committed to implementing innovation in the provision of all regular and special service information.

B8.2 Customer Service Plan Information for Section 7 of the Operations and Management Proposal

The Proposer shall submit the following customer service information:

2.i.1) The Proposer shall provide a Customer Service Plan that describes in detail the Proposer's approach to providing the customer service functions described in the Contract, including the customer service services described in Schedule 3.7 (Operator Customer Service Responsibilities) of the Commuter Rail Operating Agreement. Elements of the Customer Service Plan shall include, but not be limited to, proposed approaches to the following:

2.i.1.a) Providing prompt and accurate public information regarding schedules, routes, delays and other service disruptions, and all other aspects of Commuter Rail Services about which customers should be informed;

2.i.1.b) Lost and found services;

MBTA B-19 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 2.i.1.c) Planning for, and handling of, service related to special events;

2.i.1.d) Responding promptly and effectively to customer complaints and suggestions for service improvements;

2.i.1.e) Service monitoring;

2.i.1.f) Performance analysis and reporting;

2.i.1.g) Integrating new technologies and work practices as introduced by the Operator or the MBTA;

2.i.1.h) Provide information management, material management, performance analysis and reporting;

2.i.1.i) All other aspects of communication with customers; and

2.i.1.j) A draft Customer Service Satisfaction Plan as further described in Section 2.13 (Customer Service Satisfaction Efforts) of Schedule 3.7 (Operator Customer Service Responsibilities) to the Operating Agreement.

B9.0 Management Evaluation Factor (Rated)

B9.1 Objectives

The following are the objectives for the Management evaluation factor:

1.i.1) To identify Proposers with a Boston-based organizational structure and personnel who will ensure full compliance with all Contract requirements;

1.i.2) To identify Proposers with a Boston-based organizational structure and personnel who will ensure the cost effective provision of all Commuter Rail Services;

1.i.3) To identify Proposers with a Boston-based organizational structure and personnel committed to providing the MBTA with all required information related to the operation, maintenance, compliance and costs of operating Commuter Rail Services;

1.i.4) To identify Proposers with a demonstrated capability to work cooperatively with the MBTA to integrate new technologies and industry practices to improve overall system safety, cost effectiveness and performance; and

1.i.5) To identify Proposers with an effective staffing plan, labor structure, and workforce training.

B9.2 Management Information for Section 8 of the Operations and Management Proposal

The Proposer shall provide the following management information:

2.i.1) The Proposer shall include an organizational chart listing the names, reporting relationships, titles and geographic locations for the following key management positions dedicated to the performance of the Contract:

2.i.1.a) Chief Transportation Officer;

2.i.1.b) Chief Mechanical Officer;

2.i.1.c) Chief Engineer;

2.i.1.d) Director - Finance and Administration;

2.i.1.e) Manager - Customer Service;

2.i.1.f) Manager - Safety;

2.i.1.g) Manager - Quality; and

2.i.1.h) General Manager, as proposed in its SOQ.

2.i.2) If duties are to be distributed in a manner other than that described above (such as the combining or splitting of functions, if permitted by the Contract), the Proposer should describe how those functions will be managed. Different position titles are acceptable for functionally equivalent areas. The Proposer shall furnish resumes for the management positions identified in Section B9.2(A)(1) – (8) , demonstrating the commensurate experience for each position as articulated in Schedule 3.9 (Management and Personnel) of the Commuter Rail Operating Agreement. Each of the management positions designated in Section B9.2(A)(1) – (8) shall work exclusively in providing Contract services, unless and to the extent that prior written approval to the contrary is secured from the MBTA.

MBTA B-21 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 2.i.3) The Proposer shall also provide a demonstration of its ability to provide effective employee and labor relations, including the following:

2.i.3.a) A plan for complying with the labor provisions detailed in the Operating Agreement, including Schedules 3.9 (Management and Personnel) and 3.10 (Training of Operator Personnel) and other requirements relating to the existing commuter rail workforce;

2.i.3.b) A history of positive working relationships and harmony with employees and their representatives;

2.i.3.c) Compliance with prevailing wage statutes; and

2.i.3.d) A history of administration and application of collective bargaining agreements and adherence to applicable labor laws.

2.i.4) The Proposer shall: (i) identify those portions of the information that it provided in response to Section B9.2(A) through B9.2(C) of this Appendix B that it considers to be innovative, best practice, beneficial to MBTA Customers and/or cost efficient, and (ii) submit information supporting or otherwise validating its position that said portions are innovative, best practice, beneficial to MBTA Customers and/or cost efficient.

B10.0 Information Technology Evaluation Factor (Rated)

B10.1 Objectives

The following are the objectives for the Information Technology evaluation factor:

1.i.1) To identify Proposers that demonstrate ability to operate a professional information technology (IT) organization that follows and complies with industry best practices, uses metrics to monitor and improve performance, and successfully operates, maintains, and upgrades the full suite of IT systems and elements needed for delivery of the Commuter Rail Operating Agreement services and the Commuter Rail IT Environment;

1.i.2) To identify Proposers with experience complying with standards and best practices including PCI-DSS (Payment Card Industry- Data Security Standard);

1.i.3) To identify Proposers with a proven approach to sharing data and system access with customer/agency management in a timely fashion to support contract oversight and planning functions; and

1.i.4) To identify Proposers with a high level of ability (i) assessing and managing risks within a complex IT organization involving legacy components and new technology, and (ii) finding creative solutions to ensure efficient and uninterrupted operations.

B10.2 Information Technology for Section 9 of the Operations and Management Proposal

The Proposer shall provide the following information technology information:

2.i.1) The Proposer shall provide an Information Technology Services Plan that describes in detail the Proposer's approach to providing the IT services described in the Contract including, but not limited to, Schedule 3.16 (Information Technology Requirements) of the Commuter Rail Operating Agreement. Elements of that Plan shall include, but not be limited to, proposed approaches to the following:

2.i.1.a) Delivering application and data interfaces;

2.i.1.b) Maintaining source code escrow;

2.i.1.c) Sustaining and/or transitioning the existing IT environment during mobilization;

2.i.1.d) Replacing and upgrading IT systems to keep the same in a state of good repair;

2.i.1.e) Tracking and escalating issues;

2.i.1.f) Understanding and utilizing new technologies such as RFID (radio frequency identification);

2.i.1.g) Documenting the IT environment;

2.i.1.h) Managing an IT organization and staff;

2.i.1.i) Conducting regular reviews and meetings with the MBTA;

2.i.1.j) Complying with MBTA and other applicable standards;

2.i.1.k) Applying sound change management, project management, and configuration management practices;

2.i.1.l) Operating an IT service center and responding to and repairing reported problems;

2.i.1.m) Performing root cause analyses;

MBTA B-23 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 2.i.1.n) Developing and implementing IT asset lifecycle plans;

2.i.1.o) Implementing a quality assurance program;

2.i.1.p) Performing monitoring and reporting of performance of IT functions and complying with service level agreements;

2.i.1.q) Providing appropriate and timely access to MBTA to Operator IT staff and systems; and

2.i.1.r) Negotiating and managing contracts with IT suppliers responsibly and by seeking the best value at all times.

B11.0 Disadvantaged Business Enterprise Plan and Program Evaluation Factor (Rated)

B11.1 Objectives

The following are the objectives for the Disadvantaged Business Enterprise Plan and Program evaluation factor:

1.i.1) To identify Proposers that comply with Disadvantaged Business Enterprise (DBE) goals or conduct good faith efforts to do so;

1.i.2) To identify Proposers that have submitted a quality DBE Plan that complies with both the Federal DBE Program (codified at 49 CFR Part 26) and the MBTA's DBE Program requirements (set forth at Section 4.5.3 (Diversity Requirements) of the ITP and in Section B11.2 (A));

1.i.3) To identify Proposers with creative strategies and approaches to achieve and maintain compliance over the Contract term, including technical assistance and supportive services strategies designed to increase participation and build capacity in the DBE community; and

1.i.4) To identify Proposers that will commit to consistent and open communication with the Office of Diversity and Civil Rights and timely submission of monthly reports and updates regarding full implementation of the DBE Plan.

B11.2 Disadvantaged Business Enterprise Plan and Program Information for Section 10

of the Operations and Management Proposal

The Proposer shall submit the following information related to its Disadvantaged Business Enterprise Plan and Program:

2.i.1) A DBE Plan that meets the requirements of, and ensures overall compliance with, 49 CFR Part 26 throughout the term of the Contract. The DBE Plan should describe the following elements:

2.i.1.a) How the Proposer’s DBE subcontracting and supplier strategy will be effectively implemented and monitored within the context of the Proposer’s overall Subcontracting Plan throughout the life of the Contract (emphasis should be placed on the first three years and updates are to be provided annually for review and approval by the MBTA);

2.i.1.b) Methods for managing, monitoring and reporting on DBE participation on a monthly basis, including record-keeping and prompt payment requirements;

2.i.1.c) How the Proposer’s DBE Liaison Officer and Program representatives will interface with the MBTA for outreach, pre-solicitation review of subcontracting goals, compliance monitoring and reporting, dispute resolution and any proposed DBE termination, substitutions and replacements;

2.i.1.d) Good faith efforts procedures, such as the following:

a) Arranging solicitations, time for the presentation of quotes, quantities, specifications and delivery schedules to facilitate the participation of DBEs;

b) Solicitations within sufficient time to allow the DBEs to respond to the solicitation;

c) Appropriate steps to follow up initial solicitations in order to determine with certainty as to whether or not the DBEs are interested;

d) Providing assistance to DBEs in overcoming barriers such as the inability to obtain bonding, financing or technical assistance; and

e) The good faith efforts provisions contained in 49 CFR Part 26 and its Appendix A to Part 26 entitled "Guidance Concerning Good Faith Efforts"; and

MBTA B-25 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 2.i.1.e) What, if any, technical assistance initiatives will be available for DBEs and Small Business Enterprises (SBE) seeking to do business with the Proposer.

The MBTA seeks to engage the fullest breadth of DBEs over the life of the Contract and to avoid a situation where the successful Proposer operates a procurement process that does not engage DBE participation or where substantial amounts of DBE participation is performed by a relatively few DBE companies in a relatively few segments of the overall outside contracting process.

MBTA encourages and expects the contractor to pursue and encourage subcontracting, mentoring, joint venturing, teaming and partnering opportunities with and for DBE firms in the ordinary course of its business/teaming strategies. The selected contractor is encouraged and expected to create a level playing field to the maximum practical extent consistent with the objectives and requirements of the Federal DBE Program, MBTA DBE Program, and based on federal regulations codified at 49 CFR Part 26 and MBTA’s DBE Program Policy, respectively. Therefore, the contractor is requested to document their efforts to include DBEs in this contracting opportunity, and are required to flow down the DBE Program requirements to all lower tier subcontractors and suppliers. Contractors are also requested to explain in their executive summary how they intend to utilize and/or will encourage subcontracting, mentoring, joint venturing and/or partnering opportunities with DBEs for this project.

The MBTA is interested in reviewing the Proposer’s creative strategies and approach to include DBEs in all phases of subcontracting and the purchase of general goods and services. Therefore, the MBTA expects the Proposer to demonstrate the same meaningful level of commitment to diversity from businesses that participate in the successful Proposer’s procurement process and the overall performance under this Contract.

The DBE Plan requirements and participation goal apply to the goods and services purchased or subcontracted, including all pre-award negotiation results and post-award change orders/modifications. Submissions of the DBE Plan will be evaluated based on the Proposer’s DBE approach, creativity, demonstrated commitment to the MBTA’s DBE and Diversity/Civil Rights Programs, ability to successfully respond to the contract DBE participation goal and compliance with the overall DBE Program requirements as codified in 49 CFR Part 26 and MBTA’s DBE Program requirements.

Again, the DBE participation goal applies to the goods and services purchased or subcontracted (including change orders or modifications) and it is the successful Proposer's responsibility to ensure continuing compliance with the DBE Plan requirements, including the participation goal or to satisfactorily document good faith efforts over the life of the Contract;

2.i.2) A DBE Utilization Certificate that includes the following components:

2.i.2.a) A completed DBE Participation Schedule listing those qualified DBEs with which the Proposer intends to contract for the performance of portions of the work under the Contract during the initial three year period based on the Proposer’s estimate of cost projections for years one through three of the Contract (subsequent years will be MBTA B-26 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 Massachusetts Bay Transportation Authority

submitted on an annual basis after year one and thereafter for the life of the Contract);

2.i.2.b) The agreed price to be paid to each DBE for its work;

2.i.2.c) Identifying in detail the contract items or parts to be performed by each DBE, including a proposed timetable for the performance or delivery of the contract item(s);

2.i.2.d) Other information as required by the DBE Participation Schedule;

2.i.3) A completed original DBE Letter of Intent signed by each DBE listed in the DBE Participation Schedule;

2.i.4) A copy of the most recent certification letter or document of each DBE listed in the DBE Participation Schedule;

2.i.5) An original DBE Affidavit executed by each DBE listed in the DBE Participation Schedule stating that there has not been any change in its status since the date of its last certification; and

2.i.6) Documentation of the Proposer's good faith efforts to solicit and contract with DBEs, in accordance with 49 CRF Part 26 and its Appendix A to Part 26 entitled "Guidance Concerning Good Faith Efforts", including factual evidence of the following:

2.i.6.a) A minimum of one outreach session, to be conducted by the Proposer for the benefit of DBEs, including the agenda for the outreach session, the roster of attendees and indication of where the outreach session was noticed;

2.i.6.b) Written notification to DBEs encouraging participation in the Contract;

2.i.6.c) Soliciting through all reasonable and available means (e.g., attendance at pre-proposal meetings, general circulation media, trade association publications, minority-focused media) the interest of all certified DBEs that have the capability to perform under the Contract;

2.i.6.d) Selecting portions of the Contract to be performed by DBEs in order to increase the likelihood that the DBE goal will be achieved. This includes, where appropriate, breaking out work into economically feasible units to facilitate DBE participation, even when the Proposer might otherwise prefer to perform this work with its own forces;

MBTA B-27 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 2.i.6.e) Providing interested DBEs with adequate information about the Contract in a timely manner to assist DBEs in responding to a solicitation;

2.i.6.f) Negotiating in good faith with interested DBEs. Proposers are responsible for making a portion of the work available to DBE subcontractors and suppliers and to select those portions of the work or material needs consistent with the available DBE subcontractors and suppliers, so as to facilitate DBE participation. Evidence of such negotiation includes the names, addresses and telephone numbers of DBEs that were considered; a description of the information provided regarding the Contract requirements for the work selected for subcontracting; and evidence as to why additional agreements could not be reached for DBEs to perform the work;

2.i.6.g) Making efforts to assist interested DBEs in obtaining bonding, lines of credit or insurance, as required by the Proposer;

2.i.6.h) Making efforts to assist interested DBEs in obtaining necessary equipment, supplies, materials or related assistance or services; and

2.i.6.i) Effectively using the services of available minority/women community organizations; minority/women contractors’ groups; local, state and Federal minority/women business assistance offices; and other organizations as allowed on a case-by-case basis to provide assistance in the recruitment and placement of DBEs.

Within five business days of being informed by the MBTA that it has not documented sufficient good faith efforts, the Proposer may request administrative reconsideration. The Proposer is required to make this request in writing to the MBTA’s First Deputy General Counsel. The First Deputy General Counsel will forward the Proposer’s request to a reconsideration official who will not have played any role in the original determination that the Proposer did not document sufficient good faith efforts.

As part of this reconsideration, the Proposer will have the opportunity to provide written documentation or argument concerning the issue of whether it met the goal or made adequate good faith efforts to do so. The Proposer will have the opportunity to meet in person with the assigned reconsideration official to discuss the issue of whether it met the goal or made adequate good faith efforts to do so. The MBTA will send the Proposer a written decision on its reconsideration, explaining the basis for finding that the Proposer did or did not meet the goal or make adequate good faith efforts to do so. The result of the reconsideration process is not administratively appealable to the Department of Transportation.

2.i.7) The Proposer shall: (i) identify those portions of the information MBTA B-28 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 Massachusetts Bay Transportation Authority

that it provided in response to Section B11.2(A) through B11.2(F) of this Appendix B that it considers to be innovative, best practice, beneficial to MBTA Customers and/or cost efficient, and (ii) submit information supporting or otherwise validating its position that said portions are innovative, best practice, beneficial to MBTA Customers and/or cost efficient.

B12.0 Equal Employment Opportunity and Other Civil Rights Programs Requirements Evaluation Factor (Rated)

B12.1 Objectives

The following are the objectives for the Equal Employment Opportunity and other Civil Rights Programs Requirements evaluation factor:

1.i.1) To identify a Proposer with an Affirmative Action Plan in compliance with federal law, including the Federal Transit Administration's (FTA) Circular 4704.1; and

1.i.2) To identify a Proposer that has submitted a workforce management plan that is inclusive of opportunities for minorities and women.

B12.2 Equal Employment Opportunity and other Civil Rights Programs Requirements Information for Section 11 of the Operations and Management Proposal

The Proposer shall submit the following information related to its Equal Employment Opportunity and other civil rights programs:

2.i.1) A current copy of its Affirmative Action Plan for each Proposer Equity Member, a copy of its Civil Rights Investigation processes and procedures and a description of Equal Employment Opportunity (EEO)/Affirmative Action Plan (AAP)/Civil Rights Training Programs, if applicable. The Proposer should include a narrative of its prior year’s analysis of its recruitment/outreach and employment practice;

2.i.2) A draft Affirmative Action Plan for the Proposer itself in the performance of the Contract; and

The MBTA is interested in evaluating the inclusion of minorities and women in the workforce opportunities associated with the resulting Contract. The MBTA is an equal opportunity employer and expects the Proposer to adopt, at a minimum, the same level of commitment to equal employment opportunity and the continued advancement of diversity in the workforce.

2.i.3) The Proposer shall: (i) identify those portions of the information that it provided in response to Section B12.2(A) through B12.2(B) of this Appendix B that it considers to be innovative, best practice, beneficial to MBTA Customers and/or cost efficient, and (ii) submit information supporting or otherwise validating its position

MBTA B-29 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 that said portions are innovative, best practice, beneficial to MBTA Customers and/or cost efficient.

B13.0 Mobilization Plan Evaluation Factor (Rated)

B13.1 Objectives

The following are the objectives for the Mobilization Plan evaluation factor:

1.i.1) To identify Proposers that will ensure a seamless transition for customers and employees;

1.i.2) To identify Proposers with the demonstrated capacity to establish all operational support and administrative functions and to prepare all necessary documents in a timely and professional manner;

1.i.3) To identify Proposers with a commitment to ensure consistent and complete communication with the MBTA; and

1.i.4) To identify Proposers that will minimize overall mobilization and contract cost to the MBTA.

B13.2 Mobilization Plan Information for Section 12 of the Operations and Management Proposal

The Proposer shall provide the following mobilization information:

2.i.1) The Proposer shall submit a Mobilization Plan describing in detail the steps it will take to prepare to initiate its performance under the Contract. The Mobilization Plan shall include a step-by-step schedule for performing the mobilization services, including all responsibilities detailed in the mobilization services Schedule 3.12 (Mobilization) of the Commuter Rail Operating Agreement as well as efforts related to information technology as set out in Schedule 3.16 (Information Technology Requirements) of the Commuter Rail Operating Agreement, and, if applicable, a detailed description of the steps that will be taken to ensure a seamless transfer of responsibility for performing the Contract from the current contractor. The Mobilization Plan shall also include arrangements for periodic written progress reports to the MBTA and weekly meetings with MBTA personnel. The Mobilization Plan shall include the following minimum elements:

2.i.1.a) Staffing and organization plans, including designation of key management personnel;

2.i.1.b) Employee hiring plans;

2.i.1.c) Description of training programs;

2.i.1.d) Transition and service continuity plans;

2.i.1.e) Temporary physical plant requirements;

2.i.1.f) Access arrangements required from the MBTA;

2.i.1.g) Support required from the MBTA;

2.i.1.h) Communications and information management system implementation plans;

2.i.1.i) Schedule for delivery of all plans and fulfillment of all activities required during the mobilization period; and

2.i.1.j) Plans and procedures for ensuring full implementation of the Commuter Rail IT Environment by the Agreement Services Commencement Date.

2.i.2) Mobilization Price Form. The Proposer shall include all costs associated with the Mobilization Plan using the mobilization price form included as Attachment 7, which is incorporated into this Appendix B (Operations and Management Proposal) (the "Mobilization Price Form"). The Proposer may expand the level of detail provided within the Mobilization Price Form by (i) adding rows to the Mobilization Price Form, and (ii) including, as an appendix to the Mobilization Price Form, narrative text to back up the pricing included in the Mobilization Price Form. The Proposer shall not use the narrative text in the Mobilization Price Form for any purpose other than to back up the included pricing. Any change to the Mobilization Price Form must be carried out in a manner that is consistent with the Mobilization Price Form's current Excel format (less the narrative backup). Any costs deemed unable to fit into allocated cost headings may be distributed into the rows labeled “Spare,” but deleting or inserting rows in the Mobilization Price Form is not permitted other than for purposes of including additional "Spare" rows. Please note that the costs provided with the Mobilization Plan and in the Mobilization Price Form shall not be taken into consideration when evaluating the Proposers' Financial/Price Proposal.

2.i.3) The Proposer shall: (i) identify those portions of the information that it provided in response to Section B13.2(A) through B13.3(B) of this Appendix B that it considers to be innovative, best practice, beneficial to MBTA Customers and/or cost efficient, and (ii) submit information supporting or otherwise validating its position that said portions are innovative, best practice, beneficial to MBTA Customers and/or cost efficient.

MBTA B-31 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 B14.0 Format and Organization of the Operations and Management Proposal

The Operations and Management Proposal must be submitted in the following format and on the forms contained in Appendix D (Forms):

TABLE B OUTLINE FOR SUBMISSION OF THE OPERATIONS AND MANAGEMENT PROPOSAL

Proposal Volume/Section Title and Required Information Appendix Section / Reference Subsection Numbering SECTION 1 LEGAL PASS/FAIL EVALUATION FACTOR B2.2 INFORMATION . Form of Proposal; B2.2(A) . Form NS, Named Subcontractors and Suppliers; B2.2(B) . Commonwealth of Massachusetts Charter or Foreign B2.2(C) Corporation Certificate; . Power(s) of Attorney; B2.2(D) . Organizational Conflict of Interest Disclosure; B2.2(E) . Certification of Restrictions on Lobbying; B2.2(F) . Certification Regarding Debarment, Suspension and Other B2.2(G) Ineligibility and Voluntary Exclusion from Transactions Financed in Part by the U.S. Government; . Buy America Certification; B2.2(H) . Affidavit of Non-Collusion; B2.2(I) . Certification of Compliance with Regulation 102 CMR 12.00; B2.2(J) . Certification regarding Companies Doing Business with or in B2.2(K) Northern Ireland; . Confidential Information Agreement; B2.2(L) . Conflict of Interest Certification; B2.2(M) . MBTA Retiree Certification; B2.2(N) . Prohibit Use of Undocumented Workers Certification; B2.2(O) . Right-of-Way Safety Training Requirements Certification; B2.2(P) . Right-to-Know Law Certification; and B2.2(Q) . Security Requirements Certification. B2.2(R) SECTION 2 SAFETY EVALUATION FACTOR INFORMATION B3.2 . Draft Safety Plan; B3.2(A) . Indication of compliance with the MBTA's System Safety Plan, B3.2(A) FRA rules and regulations, and safety-related provisions of the Contract; . Description of joint management/labor safety programs; and B3.2(A) . Best Practices Support. B3.2(B) SECTION 3 SECURITY, EMERGENCY PREPAREDNESS AND B4.2 EMERGENCY RESPONSE EVALUATION FACTOR INFORMATION

Proposal Volume/Section Title and Required Information Appendix Section / Reference Subsection Numbering . Draft Operator System Security Compliance Plan; B4.2(A) . Draft Emergency Preparedness Plan; B4.2(B) . Draft Emergency Response Plan; and B4.2(C) . Best Practices Support. B4.2(D) SECTION 4 MECHANICAL SERVICES PLAN EVALUATION FACTOR B5.2 INFORMATION . Mechanical Services Plan; B5.2(A) (1) - (12) . Maintenance Plans for each fleet identified in Section B5.2(B) B5.2(B) (i) - (xvi); and . The following Maintenance Cost Schedules for each fleet B5.2(B) identified in Section B5.2(B)(i) - (xvi): . Attachment 4 (MCS for New Locomotives (Annual Unit Cost)); . Attachment 5 (MCS for New Coaches (Annual Unit Cost)); . Attachment 6 (MCS for Overhauled Coaches (Annual Unit Cost)); and . Best Practices Support. B5.2(C) SECTION 5 ENGINEERING SERVICES PLAN EVALUATION FACTOR B6.2 INFORMATION . Engineering Services Plan; and B6.2(A)(1) – (16) . Best Practices Support. B6.2(B) SECTION 6 TRANSPORTATION SERVICES PLAN EVALUATION B7.2 FACTOR INFORMATION . Transportation Services Plan; and B7.2(A)(1) – (17) . Best Practices Support. B7.2(B) SECTION 7 CUSTOMER SERVICE PLAN EVALUATION FACTOR B8.2 INFORMATION . Customer Service Plan; and B8.2(A)(1) – (10) . Best Practices Support. B8.2(B) SECTION 8 MANAGEMENT EVALUATION FACTOR INFORMATION B9.2 . Organizational chart listing the names, reporting relationships, B9.2(A) titles and geographic location for the identified key management positions; . Description of how those functions will be managed if duties are B9.2(B) to be distributed in a manner other than that described in Section B13.2 (such as the combining or splitting of functions, if permitted by the Contract), if necessary; . Resumes for the identified management positions; B9.2(A)(1) - (A)(8) . Demonstration of ability to provide effective employee and B9.2(C)(1) – (4) labor relations; and . Best Practices Support. B9.2(D) SECTION 9 INFORMATION TECHNOLOGY EVALUATION FACTOR B10.2 INFORMATION

MBTA B-33 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12 Proposal Volume/Section Title and Required Information Appendix Section / Reference Subsection Numbering . Information Technology Services Plan; and B10.2(A)(1) - (18) . Best Practices Support. B10.2(B) SECTION 10 DISADVANTAGED BUSINESS ENTERPRISE PLAN AND B11.2 PROGRAM EVALUATION FACTOR INFORMATION . DBE Plan; B11.2(A) . DBE Utilization Certificate; B11.2(B) . DBE Letters of Intent; B11.2(C) . Certification letters; B11.2(D) . Original DBE Affidavits regarding change in DBE status; B11.2(E) . Documentation of good faith efforts; and B11.2(F) . Best Practices Support. B11.2(G) SECTION 11 EQUAL EMPLOYMENT OPPORTUNITY AND OTHER B12.2 CIVIL RIGHTS PROGRAMS REQUIREMENTS EVALUATION FACTOR INFORMATION . Proposer Equity Member Affirmative Action Plans and Civil B12.2(A) Rights Investigation processes; . Proposer Affirmative Action Plan; and B12.2(B) . Best Practices Support. B12.2(C) SECTION 12 MOBILIZATION PLAN EVALUATION FACTOR B13.2 INFORMATION . Mobilization Plan; B13.2(A)(1) – (10) . Mobilization Price Form; and B13.2(B) . Best Practices Support. B13.2(C) #25147459_v1

MBTA B-34 RFP Commuter Rail Procurement ITP REV JULY 26, 2013 Appendix B - Ops & Mgmt Proposal Instructions RFP No. 159-12