Staff Summary Sheet

Board of Directors Meeting

TO
1

FOR

Dept.: MBTA Railroad Operations

Presenter: Beverly A. Scott, Ph.D.
Ext: 617-222-3106
Vote
Subject: Procurement of Commuter Rail Services (RFP No. 159-12)
BD
Info
Date: January 8, 2014
(The implications checked below are involved in this action, are discussed below or in a separate enclosure, and
have been considered in the final recommendation.)

GM

2
Implications:

_____ Capital Budget

I.

FROM:

Approval
Signature

_x__Operating Budget

___Legal

____ Other

PURPOSE1

To authorize the General Manager and Rail & Transit Administrator to execute the Commuter Rail
Operating Agreement, Contract No. 159-12 between the Massachusetts Bay Transportation Authority (the
"MBTA") and Keolis Commuter Services, LLC ("Keolis") to provide MBTA commuter rail services for a
base period of eight years with the possibility of up to a four year extension in an amount not to exceed
$4,258,131,062.00, with an initial base contract amount of $2,686,344,294.00.
II. BACKGROUND
The current commuter rail contract expires on June 30, 2014. The MBTA conducted an extensive
procurement to ensure continued safe, reliable and affordable commuter rail services for MBTA
customers. The Proposals received in connection with the procurement process were submitted on
August 9, 2013, and remain valid until February 6, 2014.
III. PROCUREMENT
The procurement has been structured to comply with the Federal Transit Administration (the "FTA")
procurement requirements, using a two-phase, best value selection method under which the MBTA will
award the contract to the most qualified proposer which provides the best combination of technical
quality and price, based upon the criteria set forth in the Request for Proposals (the "RFP"). The process
incorporated peer reviews and FTA best practices. The MBTA began the procurement process over two
years ago. The following are a few select highlights of the procurement process:

The MBTA hired KPMG Corporate Finance, LLC ("KPMG") and Steer Davies Gleave ("SDG") to
conduct a market sounding and benchmarking review to assist the Authority with planning for the
commuter rail procurement and contract.

In January of 2012, the MBTA sought Letters of Interest from potential bidders. In response, the
MBTA received twenty-six Letters of Interest.

On May 25, 2012, the MBTA issued its Request for Qualifications (the "RFQ"), soliciting Statements
of Qualifications. The MBTA also direct-mailed the RFQ to all of the firms who submitted Letters of
Interest.

1This Staff Summary is not intended to provide a comprehensive description of the overall procurement process.

The MBTA's
decision to recommend award of the commuter rail contract to Keolis is based upon the entire procurement record. The facts
identified in this Staff Summary are intended only to highlight certain material aspects of the procurement process.

-2Staff Summary Subject: Procurement of Commuter Rail Services

On June 12, 2012, the MBTA hosted an industry day event at the MBTA Boston Engine Terminal.
The attendees included Bombardier, MBCR, SNC Lavalin, Keolis, URS, First Transit, Providence
and Worcester Railroad, Veolia, Pan Am, Dragados and Peter Pan.

On July 26, 2012, in response to the RFQ, the MBTA received two Statements of Qualifications from
teams comprised of six companies.

On September 5, 2012, the MBTA qualified two teams, Keolis Commuter Services, LLC ("Keolis")
and the Massachusetts Bay Commuter Railroad Company ("MBCR"), to continue to the second phase
of the procurement.

On September 13, 2012, a Commuter Rail Procurement Diversity Outreach Event was held at the
State Transportation Building. This event, heavily publicized via eBlasts and newspaper
advertisements, was structured to ensure that Disadvantaged/Minority/Women's Business Enterprises:
(i) were apprised of the relevant information pertinent to the Commuter Rail Procurement; (ii)
obtained a comprehensive understanding of possible business opportunities that might arise; and (iii)
were introduced to the two Proposers (Keolis and MBCR). Over 460 invitations were issued, with
128 businesses and 151 individuals attending the event.

In October 2012, a draft RFP was issued. Both Proposers were given the opportunity to provide
comments on the draft RFP.

Prior to issuance of the final RFP, the MBTA and its counsel met with rail union representatives to
discuss labor protections. Provisions in the new RFP, which protect the current workforce, were
developed in conjunction with the rail unions and were modeled on the approach used in 2003 when
the current commuter rail contract first went into effect.

On December 11, 2012, the final RFP was issued.

Beginning on March 18, 2013, both Proposers participated in an extensive initial Joint Audit, where
they were both allowed to assess the MBTA's commuter rail assets, i.e., equipment and infrastructure.

On May 8, 2013, both Proposers were provided with an opportunity to submit innovative and
alternative ideas to the MBTA for inclusion in the RFP, by way of addendum, if accepted by the
MBTA.

On August 9, 2013, the MBTA received two Proposals.

During the procurement process, over 25GB of information was provided and, combined,
Proposers submitted over one thousand questions and/or information requests to which the MBTA
responded in detail.

On September 24 and 26, 2013, the MBTA conducted presentations and interviews separately with
each Proposer, giving equal time to each. The presentation portion allowed each Proposer to
highlight aspects of its Operations and Management Proposal, and the interview portion allowed the
MBTA to ask each Proposer about its Operations and Management Proposal.

In November 2013, written discussions were conducted with both Proposers.

In November 2013, the MBTA requested Best and Final Offers from both Proposers.

-3Staff Summary Subject: Procurement of Commuter Rail Services

IV.

On November 22, 2013, the Proposers submitted their Best and Final Offers.
LABOR PROVISIONS AND WORKFORCE PROTECTION

The labor and employment requirements included in the new contract were modeled on the transition
process used in 2003 when MBCR took over from Amtrak, and reflect input from unions representing the
commuter rail workforce. As highlighted above, the MBTA and its counsel met with rail union
representatives prior to the issuance of the final RFP to discuss labor protections. The RFP mandates that
the operator hire the current workforce in seniority order and that the existing collective bargaining
agreements remain in effect until new labor agreements are negotiated.
Under any subsequent agreement, the operator shall, at a minimum, provide core terms of employment
which require the operator to provide health and welfare benefits that are substantially equivalent to those
under current plans, recognize seniority rights, provide continued coverage under the railroad retirement
and unemployment system, provide vacation in accordance with years of service in addition to accrued
vacation, and provide family, military and bereavement leave and established holidays.
V.

CONTRACT ENHANCEMENT SUMMARY

The RFP was developed based on the MBTA's market review, its past experience, lessons learned and
industry best practices. Improvements to the existing contract were made in the RFP to provide an
enhanced customer experience, more effective management and greater operator accountability.
Customer benefits flowing from the new contract provisions will be realized in a number of key areas
including, but not limited to, on-time performance ("OTP"), vehicle reliability, cleanliness, fare collection
and communications.
The new contract sets the expectation that the operator will run trains on time with more stringent
performance criteria and no automatic relief. For example, the current contract automatically grants
operator relief from the OTP requirements under the following circumstances: overcrowding on
platforms, slippery rail conditions caused by leaves falling on the rail and disabled freight trains. The
new contract removes this entire list of excused events, and relief is never automatic. If the operator
believes that an event is beyond its control, it must apply for relief from the MBTA and provide
supporting documentation. The MBTA, however, retains the sole discretion to grant or deny requested
relief in each and every instance.
The new contract does not include ANY incentive payments and, if performance standards are not met,
imposes financial disincentives (i.e., performance failure payments) on the operator. The existing
contract limited financial penalties to $3,000,000 per year. Under the new contract, the ceiling on
performance failure payments is fixed at 75% of the operator's profit during the first year and 90% of the
operator's profit in subsequent years (calculated using an assumed rate of profit of 5%). Performance
failure payments, for example, will be imposed for late or cancelled trains the operator may incur a
performance failure payment ranging from $250 to $5,000 per train based on lateness. In total, the ceiling
will exceed $12,000,000 per year under the new contract.
The new contract places additional emphasis on vehicle/station cleanliness and passenger comfort. For
the first time, 50% of the amount of financial disincentives that the operator will be subject to under the
new contract will be tied to elements of customer satisfaction other than OTP, such as cleanliness, heating
and air conditioning, maintaining staffing levels and customer communications.

-4Staff Summary Subject: Procurement of Commuter Rail Services

Other significant changes to the new contract that provide for greater management control and operator
accountability include:

Maintenance provisions have been strengthened to require the operator to adhere to a strict lifecycle
maintenance schedule. The new contract also increases daily inspection requirements for rolling
stock. In combination, these enhancements are intended to improve fleet reliability and, ultimately,
OTP.

The new contract provides specific instructions on the operator's obligations in the event of service
disruptions including: adding staff, promptly notifying customers and the MBTA about the nature and
extent of the impact on service, as well as providing alternate transportation as necessary.

The new contract includes provisions that emphasize environmental sustainability, with specific
objectives to improve fuel efficiency, reduce water consumption, perform energy efficiency upgrades,
and implement more stringent Environmental Management System practices.

The new contract allows the MBTA to respond to technological advances and future innovations.
The new contract includes a detailed process through which the operator may propose amendments to
the agreement relative to introducing innovations, cost-savings or efficiencies. Cost savings resulting
from those operator's suggestions that the MBTA accepts will result in a 60/40 allocation favorable to
the MBTA. This cost sharing mechanism encourages operator innovation while ensuring that the
public benefits.

The new contract allows the MBTA to require the operator to implement a remedial action plan if its
performance fails to meet expectations.

The new contract allows the MBTA to remove services from the contract (e.g., snow removal) as a
consequence of poor operator performance.

VI.

EVALUATION

The Proposals were submitted on August 9, 2013 in separate parts: (i) the Operations and Management
Proposal, and (ii) the Financial/Price Proposal.
The MBTA established a comprehensive procurement evaluation process which was approved by the
General Manager. The General Manager appointed the Evaluation Organization, made up of the
Selection Committee and supporting Evaluation Teams. The Selection Committee consisted of: (i)
Jonathan R. Davis, Deputy General Manager and Chief Financial Officer; (ii) Sean M. McCarthy, Chief
Operating Officer; and (iii) Theodore J. Basta Jr., Chief of Strategic Business Initiatives. All members of
the Evaluation Organization were bound by strict confidentiality obligations and submitted conflicts of
interest forms.
The Selection Committee evaluated all Evaluation Factors set out in the Operations and Management
Proposal (detailed below). The Selection Committee evaluated each Evaluation Factor set forth in the
RFP as well as the overall Operations and Management Proposal. After completing the Operations and
Management Proposal evaluation, the Selection Committee evaluated the Financial/Price Proposals. The
Selection Committee was supported by Evaluation Teams (i.e., subject matter experts) throughout the
evaluation process. Pursuant to the RFP, when determining best value, the Operations and Management
Proposal was given greater emphasis than the Financial/Price Proposal. Evaluation of the Operations and
Management Proposal took place at a secure offsite location, and the Financial/Price Proposal evaluation
took place at the law offices of Holland & Knight LLP.

-5Staff Summary Subject: Procurement of Commuter Rail Services

VII.

OPERATIONS AND MANAGEMENT PROPOSAL

The Operations and Management Proposal included the following eleven proposal areas, called
"Evaluation Factors," which were weighted in the following order of importance:
1. Safety

7. Management

2. Security, Emergency Preparedness and

Emergency Response

8. Information Technology

3. Mechanical Services

9. Disadvantaged Business Enterprises

4. Engineering Services

10. Equal Employment Opportunity and

other Civil Rights Programs

5. Transportation Services

11. Mobilization

6. Customer Service
12.
13. Following FTA best practices, the MBTA implemented an adjectival rating system using the
following ratings: (i) Exceptional; (ii) Good; (iii) Acceptable; (iv) Potential to Become
Acceptable; and (v) Unacceptable. The Selection Committee's consensus ratings for each
Evaluation Factor were as follows:
14.
15.
F

16. Evaluation Factor

17. Keolis
Consensus
Rating

18. MBCR
Consensus
Rating

19.
1.

20. Safety

21. Good

22. Good

23.
2.

24. Security, Emergency Preparedness and

Emergency Response

25. Acceptable

26. Acceptable

27.
3.

28. Mechanical Services

29. Acceptable

30. Acceptable

31.
4.

32. Engineering Services

33. Good

34. Acceptable

35.
5.

36. Transportation Services

37. Acceptable

38. Acceptable

39.
6.

40. Customer Service

41. Good

42. Good

43.
7.

44. Management

45. Good

46. Acceptable

47.
8.

48. Information Technology

49. Good

50. Acceptable

51.
9.

52. Disadvantaged Business Enterprises

53. Acceptable

54. Good

56. Equal Employment Opportunity & Other Civil

Rights Programs

57. Acceptable

58. Acceptable

60. Mobilization

61. Acceptable

62. Acceptable

55.
1
59.
11

-6Staff Summary Subject: Procurement of Commuter Rail Services

15.
F

16. Evaluation Factor

63. OVERALL RATING:

17. Keolis
Consensus
Rating
64. Good

18. MBCR
Consensus
Rating
65. Acceptable

66.
67. Keolis' Operations and Management Proposal received an overall rating of Good, and MBCR's
Operations and Management Proposal received an overall rating of Acceptable.
68.
69. VIII. FINANCIAL/PRICE PROPOSAL
70.
71. The Financial/Price Proposal included each Proposer's firm fixed price for its performance of the
contract, with a detailed Firm-Fixed Price Forms (the "FFP Forms") that included seven major
cost categories. The Financial/Price Proposals were initially evaluated by the Financial/Price
Proposal Evaluation Team, led by Mr. Dana Levenson, MassDOT Chief Financial Officer. The
evaluation methodology was based on the FTA's Best Practices Procurement Manual, which
emphasizes responsibility (i.e., financial capacity), reasonableness and balance (i.e., consistency,
cost line-items total correctly, costs not front-loaded or back-loaded).
72.
73.
To assist in assessing the Financial/Price Proposals, an Independent Cost Estimate (the "ICE")
was developed by KPMG and SDG for the MBTA. The ICE was an independent estimate of the cost to
operate and manage the commuter rail system in accordance with the requirements of the RFP, and was
used in evaluating the reasonableness and balance of the Financial/Price Proposals. The ICE was
developed prior to receipt of Proposals using publicly available industry information, MBTA
documentation on its commuter rail operations and information from other data sources.
74.
75. The ICE was developed to be compatible with the FFP Forms submitted by Proposers. The FFP
Forms are a series of pricing spreadsheets - eight of which cover a single year of the contract
(Year 1, Year 2, Year 3, etc.), a separate one contains a summary of all eight years and an
additional four years of option year prices. Each year of the contract was divided into seven
major cost categories representing key cost elements of the commuter rail operations: (i)
Administration/HR; (ii) Stations, Retail and Public Information; (iii) Transportation Services; (iv)
Mechanical Services; (v) Engineering Services; (vi) Environmental Services and Utilities; and
(vii) General Security-Station/Depot.
76.
77. IX. SUBMISSIONS
78.
79. The Financial/Price Proposal evaluation process involved three submissions:
80.
1 Initial Price Proposals (8/9/13): The initial Price Proposals, submitted on August 9, 2013, were
based upon staffing levels and wage rates in effect on December 31, 2012.
81.
2 Revised Price Proposals (11/19/13): A Revised Price Proposal based on clarified staffing levels and
updated employee wage rate information resulting from labor negotiations, which increased employee
wages twice during FY 2013 by 2.0% and 2.8%.
82.
3 BAFO Price Proposals (11/22/13): Finally, Proposers were provided a final opportunity to submit
their Best and Final Offer.
83.
84. X. FINANCIAL/PRICE ANALYSIS
85.

-7Staff Summary Subject: Procurement of Commuter Rail Services

86. Both Proposals were found to be responsible, reasonable and balanced. Keolis' Proposal,
however, included a lower overall cost for both the base term (approx. $184 million) and the base
term with the full four-year option (approx. $254 million). The following tables summarize the
Financial/Price Proposals:
87.

88. Total 12-Year Contract Cost

89. Comparison of Initial, Revised and BAFO Price Proposals
90. Including Annual Allowances (Nominal Dollars)
91.
96.
101.Initial Price Proposal
(8/9/13)
106.Revised Price Proposal
(11/19/13)
111. BAFO Price Proposal
(11/22/13)
116.
121.BAFO Comparison to ICE $
126.BAFO Comparison to ICE %

93. ICE

94. Keolis

95. MBCR

117.

98.
103.$4,204,
660,595
108.$4,349,
099,293
113. $4,349,
099,293
118.

122.

123.

99.
104.$4,258,
159,860
109.$4,303,
016,044
114. $4,258,
131,062
119.
124.($90,96
8,231)

100.
105.$4,389,5
45,522
110.$4,535,1
58,804
115. $4,512,0
94,751
120.
125.$162,995
,458

127.

128.

129.-2.1%

130.+3.7%

92.
97.
102.
107.
112.

131.
132.
The table points out the following (figures are rounded):
133.
Keolis' 12-year BAFO price of $4.26 billion is lower than MBCR's price of $4.51 billion. The
total price variance is $254 million over the term of the new contract.
134.
Keolis' 12-year BAFO price is $91 million (-2.1%) less than the ICE, while MBCR's 12-year
price is $163 million (+3.7%) higher than the ICE. Both Financial/Price Proposals are in a
reasonable range. The ICE is sound, and supports the reasonableness of both Proposals.
135.
136.
The following table sets out the BAFO Price comparison between the two Proposers for
all twelve years:
137.

-8Staff Summary Subject: Procurement of Commuter Rail Services

138.

BAFO Price Comparison - Keolis v. MBCR

Annual and Total 12-Year Contract Cost, Including Allowances
(Nominal Dollars)
Agreement
Year
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
Year 11
Year 12

Keolis

BAFO Price Comparison

MBCR
$ Difference

% Diff.

$304,166,672
$319,710,720
$327,023,193
$332,762,677
$339,577,228
$347,409,031
$354,179,369
$361,515,404
$373,658,319
$386,223,443
$399,225,456
$412,679,550

$330,715,818
$340,267,959
$349,942,532
$358,829,095
$365,837,509
$372,288,609
$375,302,695
$377,487,110
$390,185,361
$403,325,130
$416,921,769
$430,991,164

$26,549,146
$20,557,239
$22,919,339
$26,066,418
$26,260,281
$24,879,578
$21,123,326
$15,971,706
$16,527,042
$17,101,687
$17,696,313
$18,311,614

8.7%
6.4%
7.0%
7.8%
7.7%
7.2%
6.0%
4.4%
4.4%
4.4%
4.4%
4.4%

$4,258,131,062

$4,512,094,751

$253,963,689

6.0%

139.
140.
The table points out the following (figures are rounded):
141.
On an annual basis, MBCR's BAFO Financial/Price Proposal is between $16.0 million and $26.5
million higher than Keolis' price representing a range between 4.4% and 8.7% higher than Keolis
on an annual basis.
142.
For the full twelve years of the contract (base plus option years), MBCR's price is $254 million
(or 6.0%) higher than Keolis' total price.
143.
144.
As the lower of the two Financial/Price Proposals, the table below compares Keolis' BAFO Price
Proposal to the ICE, for each of the twelve contract years.

-9Staff Summary Subject: Procurement of Commuter Rail Services

145.

BAFO Price Comparison - Keolis v. ICE

Annual and Total 12-Year Contract Cost, Including Allowances
(Nominal Dollars)
Agreement
Year
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
Year 11
Year 12

ICE

BAFO Price Comparison

Keolis
$ Difference

% Diff.

$313,405,400
$315,225,557
$320,912,544
$331,156,426
$341,755,463
$352,653,709
$364,086,964
$375,806,643
$388,446,464
$401,525,772
$415,059,848
$429,064,503

$304,166,672
$319,710,720
$327,023,193
$332,762,677
$339,577,228
$347,409,031
$354,179,369
$361,515,404
$373,658,319
$386,223,443
$399,225,456
$412,679,550

($9,238,728)
$4,485,163
$6,110,649
$1,606,251
($2,178,235)
($5,244,678)
($9,907,595)
($14,291,239)
($14,788,145)
($15,302,329)
($15,834,392)
($16,384,953)

-2.9%
1.4%
1.9%
0.5%
-0.6%
-1.5%
-2.7%
-3.8%
-3.8%
-3.8%
-3.8%
-3.8%

$4,349,099,293

$4,258,131,062

($90,968,231)

-2.1%

146.
147.
On average, Keolis' price is about $7.6 million (2.1%) per year less than the ICE. In Year
1, Keolis' price is approximately 2.9% less than the ICE. This is largely due to the fact that
Keolis' cost proposal includes a profit of zero dollars for the first contract year.
148.
149.
As part of the cost/pricing analysis, the Financial/Price Proposals were reviewed to
identify areas of significant variance between the two Proposers. The most significant variance
between the two Proposers' 8-year base contract period operations and management cost was in
the Administration/HR cost category, with MBCR's cost being approximately $186.2 million (or
99.5%) higher than Keolis' Administration/HR cost category. The difference in the Proposers'
headcount in the Administration/HR cost category, however, was only one position (112 versus
113 positions).
150.
151.
The difference between the Keolis and MBCR Financial/Price Proposals for the 8-year
base contract in the area of profit was significantly different with the Keolis Financial/Price
Proposal approximately $57.6 million (or 77%) lower than MBCR's profit margin.
152.
153. XI. EQUAL EMPLOYMENT OPPORTUNITY AND DISADVANTAGED BUSINESS
ENTERPRISE PARTICIPATION
154.
155.
Keolis' Equal Employment Opportunity ("EEO") and Disadvantaged Business Enterprise
("DBE") plans complied with the RFP, and were both rated Acceptable by the Selection
Committee.
156.
157.
The DBE participation goal for the RFP was established at 15% of the dollar value of the
subcontractable elements. Keolis committed to an 17.0% participation level, and identified seven
DBE firms, each headquartered in Massachusetts. The DBE work to be performed totals
approximately $30 million for the first three full years of the new contract. Keolis has also
proposed to partner with a DBE firm to provide technical assistance to interested DBEs and to
undertake further outreach efforts.
158.

- 10 Staff Summary Subject: Procurement of Commuter Rail Services

159.
The MBTA and its commuter rail operator (and subcontractors) are required to comply
with extensive federal and state nondiscrimination and civil rights obligations covering EEO,
DBE participation and other Civil Rights laws and regulations, including the Americans with
Disabilities Act, Title VI and Environmental Justice. These provisions address key areas
including, but not limited to, employment, promotion, demotion or transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training, including apprenticeships, in addition to the MBTA's own civil rights
policies and programs that require nondiscrimination in all aspects of employment, service
delivery and contracting opportunities.
160.
161.
Additionally, the MBTA's Dignity in the Workplace Policy demands, of itself and its
contractors, that all work and work-related activities be conducted with complete respect for the
dignity of all employees regardless of race, sex, age, religion, creed, color, sexual orientation,
national origin, disability, ancestry or Vietnam era veteran's status. These prohibitions on
harassment and discrimination are absolute with respect to the operation of the MBTA's
commuter rail service.
162.
The operator is also required to include these requirements in agreements with each of its
subcontractors.
163.
164.
Any Operator failure to enforce these prohibitions on harassment and discrimination
would subject the Operator to serious consequences under the contract, under state law, and under
federal regulation.
165.
166.
XII. FINANCIAL IMPACT
167.
168.
Costs for the new contract will be funded from the MBTA's annual Operating Budget.
Keolis' Financial/Price Proposal offers the lower cost for the eight-year contract period as well as
for all twelve years. Keolis' twelve-year BAFO price is approximately $254 million less than
MBCR's, and its eight-year BAFO price is approximately $184 million less than MBCR's.
169.
170.
Keolis' firm fixed price for year one of the new contract is approximately $6.7 million
less than the current commuter rail Budget for FY 2014, and approximately $15.1 million lower
than the projected FY 2015 Budget.
171.
172.
XIII. RECOMMENDATION
173.
174.
The overall consensus rating of the Selection Committee for Keolis' Operations and
Management Proposal of Good is higher than the Acceptable rating assigned to MBCR. Keolis'
final Financial/Price Proposal (12 years, in nominal dollars) is approximately $254 million
dollars lower than MBCR's Financial/Price Proposal. The Selection Committee has determined
that Keolis' Proposal presents the best combination of technical quality and price, and is more
advantageous to the MBTA. The Selection Committee, therefore, recommended to the General
Manager that the contract be awarded to Keolis.
175.
176.
The General Manager concurs with the Selection Committee's recommendation and
recommends that the Board vote to authorize the General Manager to execute a contract with
Keolis to provide MBTA commuter rail services for a base period of eight years, together with the
option of extension for up to four years. It is further recommended that award of the contract be
made promptly so that Keolis can immediately commence those mobilization efforts that are
essential so that there is no delay in transitioning operations from MBCR to Keolis on July 1,

- 11 Staff Summary Subject: Procurement of Commuter Rail Services

2014. Any delay in initiating mobilization activities could adversely impact the provision of
commuter rail services.
177.
178.
Should the General Manager determine to exercise any option to extend the term of the
contract beyond the 8-year base period, the General Manager will notify the Board of Directors
and seek approval.
179.
180.
XIV. COORDINATION
181.
182.
Beverly A. Scott, Ph.D. MBTA General Manager and Rail and Transit Administrator
183.
Jonathan R. Davis Deputy General Manager and Chief Financial Officer
184.
Sean M. McCarthy Chief Operating Officer
185.
Theodore J. Basta, Jr. Chief of Strategic Business Initiatives
186.
Stephanie Neal Johnson MassDOT Undersecretary and Acting Chief of Diversity and
Civil Rights
187.
Bradley M. Kesler Senior Director of Rail & Water Transportation
188.
Paige A. Scott Reed MassDOT and MBTA General Counsel
189.
190.
XV. ATTACHMENTS
191.
Recommended Vote

- 12 Staff Summary Subject: Procurement of Commuter Rail Services

192.
193.

Recommended Vote
January 8, 2014
194.

195.
196.
Voted: To authorize the MBTA General Manager and Rail & Transit Administrator to
execute Commuter Rail Operating Agreement, Contract No. 159-12 Between Massachusetts Bay
Transportation Authority ("MBTA") and Keolis Commuter Services, LLC to provide MBTA
commuter rail services for a base period of eight years, with the possibility of up to a four year
extension in the amount not to exceed $4,258,131,062.00, with an initial base contract amount of
$2,686,344,294.00. The General Manager shall obtain prior approval from the Board if the
General Manager determines to exercise one or more options to extend the term of the contract.
197.
198.
199.
200.
201.
202.
203.
204.
205.
206.
207.
208.
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