PROPOSAL EVALUATION WORKSHEET (CONSENSUS) EVALUATION FACTOR: TRANSPORTATION SERVICES PLAN (RATED) Selection Committee -#1, #12 and #25

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1 Selection Committee -#1, #12 and #25 PROPOSER: Keolis DATE: 09/25/2013 CONSENSUS RATING: Acceptable NARRATIVE SUMMARY: The Proposer has submitted an acceptable. The plan focuses on improving employee and customer safety, OTP and customer satisfaction. The plan will be monitored by highly effective managers that will be in the field monitoring operations and communicating with employees and customers. Proposer will also enhance the levels of training received by employees and will use metrics to measure improvement. Proposer will also increase vigilance and introduce innovations in fare collection methods. The Proposer has submitted a that meets all the requirements of the RFP. Proposer's goal is to achieve 95% (98% adjusted) OTP but not until This will be accomplished through a series of initiatives that eliminates built in schedule conflicts, reduces deadheading and eliminates crew swaps between stations. On-Train Employees will develop their own safety plan and be trained in hazard awareness. Proposer's goal is to increase revenue by 5% through improved fare compliance. Better management of train cycling primarily through the reduction of deadheading equipment from the South Side to the North Side resulting in more equipment availability. Some Best Practices are included in the Proposal but are not particularly innovative. Objective:

2 The following are the objectives for the evaluation factor: 1) To identify Proposers that have a plan to maximize commuter rail on-time performance; 2) To identify Proposers that have a plan designed to provide an integrated approach to customer, public and employee safety and hazard reduction; 3) To identify Proposers with a comprehensive plan to ensure collection of all fare revenues; and 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. Evaluation Criteria: The Proposer has submitted a plan that maximizes commuter rail on-time performance. The Proposer has detailed plans that provide an integrated approach to customer, public and employee safety and hazard reduction. The Proposer has identified a plan to sufficiently ensure collection of all fare revenues. The Proposer has described a process for developing and implementing train cycling plans to maximize available vehicle revenue service hours. Instructions: Evaluators must rate each requirement outlined in the table below as one of the following: (i) Exceptional; (ii) Good; (iii) Acceptable; (iv) Potential to Become Acceptable; or (v) Unacceptable. Please note the following explanations when rating each requirement: 1) A rating of Exceptional is appropriate when the Proposer has demonstrated an approach that is considered to significantly exceed stated criteria in a way that is beneficial to the. This rating indicates a consistently outstanding level of quality, with very little or no risk that this Proposer would fail to meet the requirements of the solicitation. There are no weaknesses. 2) A rating of Good is appropriate when the Proposer has demonstrated an approach that is considered to exceed stated criteria. This rating indicates a generally better than acceptable quality, with little risk that this Proposer would fail to meet

3 the requirements of the solicitation. Weaknesses, if any, are very minor. Correction of the weaknesses would not be necessary before the Proposal would be considered further. 3) A rating of Acceptable is appropriate if the Proposer has demonstrated an approach that is considered to meet the stated criteria. This rating indicates an acceptable level of quality. The Proposal demonstrates a reasonable probability of success. Weaknesses exist but can be readily corrected through requests for Clarification or Communications. 4) A rating of Potential to Become Acceptable is appropriate if the Proposer has demonstrated an approach that fails to meet stated criteria as there are weaknesses, but they are susceptible to correction through Discussions. The response is considered marginal in terms of the basic content and/or amount of information provided for evaluation, but overall the Proposer is capable of providing an acceptable or better Proposal. 5) A rating of Unacceptable is appropriate if the Proposer has demonstrated an approach that indicates significant weaknesses and/or unacceptable quality. The Proposal fails to meet the stated criteria and/or lacks essential information and is conflicting and/or unproductive. There is no reasonable likelihood of success; weaknesses are so major and/or extensive that a major revision to the Proposal would be necessary. Ratings for each requirement must be recorded in the associated Rating column, and a detailed explanation of why a particular rating was given to a requirement must be recorded in the associated Comments/Justification for Rating column. The column identifies relevant sections of (Operations and Management Proposal Instructions) to the Instructions to Proposers.

4 1. B7.2(A) 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 shall include, but not be limited to, proposed approaches to the following: 1. Staffing, management and operation of all Commuter Rail Services; 2. Train operations, train crew management, crew and equipment scheduling; 3. Maintaining and publishing all applicable rule books and employee timetables; 4. On-board revenue collection, revenue reporting and security and revenue accounting; 5. Service monitoring; 6. Performance analysis and reporting; Rating Acceptable Comments/Justification for Rating Proposer's fundamental approach to the provision of transportation service will be based on three key initiatives: -Using analytical tools and process to improve every aspect of transportation services. -Enabling and empowering our Engineers and Conductors to play a significant role in performance improvement, safety and customer service. -Giving our Transportation Managers the training and tools to do their jobs- and hold them accountable for the results. On Time Performance Goal is to achieve 95% (98% adjusted) OTP but not until Improve OTP by implementing the following initiatives: 1. Improve timetable accuracy by eliminating built in conflicts, analyzing dwell times and reviewing the schedule of engineering project work. 2. Implement a more efficient crew scheduling system that will deliver service at a lower cost. 3. Reduce train deadheading for more optimal crew runs. 4. Eliminate crew swaps between stations

5 7. Training; Rating Comments/Justification for Rating making all crew swaps at stations. 8. Integrating new technologies and work practices as introduced by the Operator or the ; 9. Enforcing third-party warranties; 10. All reporting required by US DOT, FRA, EPA, MDTE, APTA, FTA and other applicable laws, rules and regulations; 11. Ticket office staffing, operation and maintenance; 12. Incident management in order to minimize safety hazards and service disruption; 13. Customer information, complaint management and station information; 14. Dispatching services to include control of all trains subject to dispatch control operating on the service property; 15. Operation of the 's two commuter rail dispatching centers; 16. Provisions of rules and safety supervision Quarterly meetings with the Freight Railroads and Amtrak to discuss how to improve service performance of all trains sharing the rail lines. Proposer's approach to staffing, management and operation of services includes: -A highly trained and qualified management team for Transportation -Trained, qualified and motivated operations personnel -A safe and fully compliant operation. Transportation Managers will be primarily responsible on an every day every train basis. The Management structure is as follows: - 6 managers at North Station - 6 managers at South Station - 4 managers at northside outlying points - 7 mangers on south side outlying points The General Road Foreman will be in charge of the locomotive training simulator and two Road Foremen of Engineers will be assigned to both general locomotive engineer training/testing/evaluation of the management of 49 CFR 217 Program of Operational Tests and Inspections. Half of all Transportation Managers will be certified

6 services for all commuter rail lines; and 17. Providing information management, material management, performance analysis and reporting. Rating Comments/Justification for Rating locomotive engineers. Existing staff will be retrained and will have all necessary licenses and certifications. All Transportation Managers will be NORAC certified. Train Cvcling Plans for Maximum Availabilitv Reduction of deadhead moves from the south side to the north side by 40% in two years. Improve equipment productivity by: 1. Optimizing train set assignments and slight changes to the North Side timetable that will free up one train set. 2. Restrict a train set from operating on more than 3 lines in a service day to prevent cascading OTP issues. As required by the RFP, information was provided by the Proposer for all items in #1 to #17. Proposer's approach to Train Operations, Train Crew Management and Equipment Scheduling will rely on: -Accurate scheduling of train operations -Increased efficiency and reliability of train crew and equipment rosters

7 Massachusetts Bay Transportation Authority Rating Comments/Justification for Rating -Customer service-focused train crew responsibilities. Proposer will improve train schedules by: -Improved Timetable Accuracy -Improved Crew Runs -Improved Equipment Productivity -Introducing new services -Customer Service- Focused Train Crew Responsibilities Proposer will submit during Mobilization a Service Instructions Binder, which will govern the conduct of all train crews engaged in the operation of the service and will contain: -All rulebooks and employee timetables - service related instructions -Any other documentation governing employees in compliance with the requirements of the operating agreement, Amtrak, CSX, Pan Am Railways and the FRA. Once approved by and employees it will be maintained, monitored and kept up to date by Keolis Transportation Managers. Managers will also perform frequent visual inspections of employees' manuals in the field. Collection of Fare Revenue Increase revenue by 5% through improved fare compliance procedures.

8 Massachusetts Bay Transportation Authority Rating Comments/Justification for Rating Enhanced fare compliance will be achieved by: 1. Daily revenue reporting becoming a part of daily train-by-train performance reporting. 2. Periodic train-by-train sweeps by four-person teams and the use of undercover-surveillance personnel. 3. Outside independent audits will be conducted. 4. Unannounced audits will be performed on at least a quarterly basis. International experience in fare collection maximization in an environment where the contractor assumes revenue risk. During Mobilzation the Proposer will review the existing programs for fare collection, revenue reporting and accounting and ticket sales and recommend draft programs to the for approval. Message will be that fare collection and proper ticketing are a top priority. Procedures will be relevant, staff will be properly trained and the system will be enforced. Key elements of the proposer's revenue management system include: Training Communication

9 Massachusetts Bay Transportation Authority Rating Comments/Justification for Rating Management Audits Outside Independent Audits Service monitoring begins with the General Manager and is the responsibility of every manager. This function will be characterized as Awareness, Response, Resolution. Crews will be trained to quickly recognize potential issues related to safety and security for passengers, delays in service or any threat to the system. Proposer will use daily conference calls to discuss service and customer service issues. Once a situation is resolved records will be kept so there will be lessons learned. Records will be kept for the following service related functions: Train performance Delays Weather (important to an analysis of operations) Ridership Accident/Incident Investigation Train and engine crew assignments Operational tests and inspections Documents related to FRA Drug and Alcohol Tests Fitness for Duty Checks Grade crossing and pedestrian near misses

10 Massachusetts Bay Transportation Authority Rating Comments/Justification for Rating Performance analysis and reporting will focus on: -Collecting high quality data and applying innovative analytical tools to this information -Understanding what the data tells us and turning the results of this exercise into a useful management tool -Communicating the information Data will be reviewed every day during the daily service review meeting to ensure thorough, prompt management follow up. Proposer will develop a comprehensive training program for all Transportation employees. It will focus on: -Technical competency -Required certifications and qualifications -Refresher training -Customer Service Excellence -Personal improvement Additional training will be provided in areas of: safety/security emergency preparedness and response, specific operations related training, customer service training, contractual familiarization, and individual development training. The Proposer will implement new technologies and new work practices that will benefit the transportation function. The primary manifestation 10

11 Massachusetts Bay Transportation Authority Rating Comments/Justification for Rating of new technology will be the introduction of a Corys Thunder Inc. training simulator for training, certifying and re-certifying locomotive engineers. Proposer will also use scheduling software to better schedule training programs. Proposer will enforce third party warranties and will discuss this responsibility during regular crew briefings. Proposer will file all appropriate reports with all applicable agencies, entities and will comply with all FRA regulations. Ticket Office Staffing, Operations and Maintenance will fall under the Proposer's Customer Service Office. Proposer's Incident Management strategy will come from 24/7 OCC operation/monitoring. OCC will direct Transportation Managers to respond. All elements will be communicated effectively as appropriate. Proposer directs Customer information, Complaint management and Station information to Customer Service Dept. This may be a concern. Proposer has created new position, Director of Train 11

12 Rating Comments/Justification for Rating Movement as overseer of both Control Centers. Dispatching centers have several initiatives such as: -A renewed emphasis on service performance -Transfer of public information to Customer Service Dept. -Increased emphasis on early reporting of delays. -Engage dispatchers to be part of solution to improve OTP -Quarterly meetings with tenant railroads The Proposer's Rules Department will have responsibility for rules-related training, re-training and requalification and will work closely with Transportation Managers. Information and Materials management are contained in other sections of proposal. 2. B7.2(B) The Proposer shall: (i) identify those portions of the information that it provided in response to B7.2(A)(1) - (17) of that it considers to be innovative, best practice, beneficial to Customers and/or cost efficient, and (ii) submit information supporting or otherwise validating its position that said portions are innovative, best practice, beneficial to Customers and/or cost efficient. Acceptable The Proposer has submitted items considered to be innovative and or best practice such as: -Better trained Transportation Managers 50% of whom are loco engineer certified -Individual safety plan -Training simulator for engineers -Partnered with Bunker Hill and Roxbury community Colleges to use as training facilities 12

13 Massachusetts Bay Transportation Authority Rating Comments/Justification for Rating 0yn Q, \ - ^ sa- 13

Massachusetts Bay Transportation Authority PROPOSAL EVALUATION WORKSHEET (CONSENSUS)

Massachusetts Bay Transportation Authority PROPOSAL EVALUATION WORKSHEET (CONSENSUS) PROPOSER: Keolis DATE: 9/5/2013 CONSENSUS RATING: Acceptable Selection Committee #12 NARRATIVE SUMMARY: The proposer has submitted an acceptable proposal for Security, Emergency Preparedness and Emergency