MURIEL BOWSER
MAYOR
June 27, 2023
The Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue N.W., Suite 504
Washington, D.C. 20004
Dear Chairman Mendelson:
Enclosed for consideration and approval by the Council of the District of Columbia is a proposed
emergency resolution, Multiyear Modification No. 12 to Contract No. DCKA-2017-C-0052
with RATP Dev USA, Inc. Emergency Approval Resolution of 2023, and an accompanying
emergency declaration resolution.
The legislation will approve multiyear Modification No. 12 to Contract No. DCKA-2017-C-0052
with RATP Dev USA, Inc. in the not-to-exceed amount of $159,995,322, to operate, manage, and
maintain several fixed-route service bus routes and designated supplemental special Circulator
service routes for the Department of Transportation. The term of this contract modification is five
years.
As always, my administration is available to discuss any questions you may have regarding this
contract. To facilitate a response to any questions, please have your staff contact Marc Scott, Chief
Operating Officer, Office of Contracting and Procurement at (202) 724-8759.
I urge the Council to take prompt and favorable action on the enclosed legislation.
Sincerely,
Muriel Bowser
Enclosures
 GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of Contracting and Procurement
Pursuant to section 202(c) of the Procurement Practices Reform Act of 2010, as amended, D.C.
Official Code § 2-352.02(c), the following contract summary is provided:
COUNCIL CONTRACT SUMMARY
(Multiyear)
(A) Contract Number: DCKA-2017-C-0052
Proposed Contractor: RATP Dev USA, Inc. (RATP Dev)
Contract Amount: Not-to-Exceed (NTE) $159,995,322
Unit and Method of Compensation: Fixed fees, plus variable fees at fixed unit prices with
ceiling
Term of Contract: Five Years, October 1, 2023 – September 30, 2028 (option period one)
Type of Contract: Fixed price with fixed unit price and reimbursable cost elements
Source Selection Method: Request for Proposals (RFP)
(B) For a contract containing option periods, the contract amount for the base period and for
each option period. If the contract amount for one or more of the option periods differs from
the amount for the base period, provide an explanation of the reason for the difference:
Base Period Amount: NTE $140,732,277.69 ceiling (7/16/2018 to 9/30/2023)
Approval identifier assigned by Council: CA22-0513
Option Period One Amount: NTE $159,995,322 ceiling (10/1/2023 to 9/30/2028)
Explanation of difference from base period (if applicable): The base period included an
approximately 2.5 month start-up period and the option periods do not. The option periods include
an annual price escalation of approximately 3%.
Option Period Two Amount: NTE $183,421,218.23 ceiling (10/1/2028 to 9/30/2033)
Explanation of difference from base period (if applicable): The option periods include an annual
price escalation of approximately 3%.
Option Period Three Amount: NTE $211,017,599.72 ceiling (10/1/2033 to 9/30/2038)
1
 Explanation of difference from base period (if applicable): The option periods include an annual
price escalation of approximately 3%.
(C) The goods or services to be provided, the methods of delivering goods or services, and any
significant program changes reflected in the proposed contract:
The District Department of Transportation (DDOT) has a continuing need to operate, manage and
maintain several fixed route service bus routes and designated supplemental special Circulator
service routes. The DDOT will supply the operating revenue vehicles but may request that the
contractor furnish additional buses during performance in accordance with the terms of the contract.
(D) The selection process, including the number of offerors, the evaluation criteria, and the
evaluation results, including price, technical or quality, and past performance components:
All source selection activities were conducted at award of the base contract. The award was made
pursuant to an RFP, to which three offerors responded. The proposals were evaluated in accordance
with criteria established in the RFP and applicable laws and regulations. The contracting officer
concluded that RATP Dev was the highest ranked offeror. The Council approved the award via
CA22-0513.
(E) A description of any bid protest related to the award of the contract, including whether the
protest was resolved through litigation, withdrawal of the protest by the protestor, or
voluntary corrective action by the District. Include the identity of the protestor, the grounds
alleged in the protest, and any deficiencies identified by the District as a result of the protest:
None
(F) The background and qualifications of the proposed contractor, including its organization,
financial stability, personnel, and performance on past or current government or private
sector contracts with requirements similar to those of the proposed contract:
RATP Dev has managed and operated high quality, safe, responsive, and efficient transit systems
throughout the United States for over 50 years. RATP Dev has extensive experience in multiple
transportation modes, including buses, streetcars, metro, and trains. In addition, RATP Dev has
successfully provided the same and similar services to the District for the past five years.
(G) A summary of the subcontracting plan required under section 2346 of the Small, Local, and
Disadvantaged Business Enterprise Development and Assistance Act of 2005, as amended,
D.C. Official Code § 2-218.01 et seq. (“Act”), including a certification that the subcontracting
plan meets the minimum requirements of the Act and the dollar volume of the portion of the
contract to be subcontracted, expressed both in total dollars and as a percentage of the total
contract amount:
On June 6, 2023, the District Department of Small and Local Business Development granted a
partial waiver to the 35% subcontracting requirement and adjusted the subcontracting requirement
to 8.6%. The total contract value is $159,995,322, and the minimum adjusted certified business
2
 enterprise (CBE) subcontracting requirement is $13,759,597.69. The proposed contract meets the
adjusted subcontracting requirement.
(H) Performance standards and the expected outcome of the proposed contract:
This is a performance-based contract with built-in incentives and disincentives tied to performance
requirements in the contract. At the oversight of the DDOT contract administrator, the contractor
will provide the required services in accordance with the terms of the contract.
(I) The amount and date of any expenditure of funds by the District pursuant to the contract
prior to its submission to the Council for approval:
$0
(J) A certification that the proposed contract is within the appropriated budget authority for the
agency for the fiscal year and is consistent with the financial plan and budget adopted in
accordance with D.C. Official Code §§ 47-392.01 and 47-392.02:
On June 7, 2023, the Agency Fiscal Officer certified that the contract funding is consistent with the
applicable financial plan and budget.
(K) A certification that the contract is legally sufficient, including whether the proposed
contractor has any pending legal claims against the District:
The Office of the Attorney General has reviewed and approved the proposed contract for legal
sufficiency. The proposed contractor has no pending legal claims against the District.
(L) A certification that Citywide Clean Hands database indicates that the proposed contractor is
current with its District taxes. If the Citywide Clean Hands Database indicates that the
proposed contractor is not current with its District taxes, either: (1) a certification that the
contractor has worked out and is current with a payment schedule approved by the District;
or (2) a certification that the contractor will be current with its District taxes after the District
recovers any outstanding debt as provided under D.C. Official Code § 2-353.01(b):
The contractor is current with its District taxes per the Clean Hands certification dated June 2, 2023.
(M) A certification from the proposed contractor that it is current with its federal taxes, or has
worked out and is current with a payment schedule approved by the federal government:
The contractor is current with its federal taxes per the System for Award Management validation
performed June 1, 2023.
(N) The status of the proposed contractor as a certified local, small, or disadvantaged business
enterprise as defined in the Small, Local, and Disadvantaged Business Enterprise
Development and Assistance Act of 2005, as amended; D.C. Official Code § 2-218.01 et seq.:
3
 The contractor is not a certified business enterprise.
(O) Other aspects of the proposed contract that the Chief Procurement Officer considers
significant:
None
(P) A statement indicating whether the proposed contractor is currently debarred from providing
services or goods to the District or federal government, the dates of the debarment, and the
reasons for debarment:
The contractor is not debarred or an excluded party on the District or federal listings per the
validations dated June 1, 2023.
(Q) Any determination and findings issues relating to the contract’s formation, including any
determination and findings made under D.C. Official Code § 2-352.05 (privatization
contracts):
Determination and Findings for Price Reasonableness
Determination and Findings for Contractor Responsibility
Determination and Findings for Multiyear Contract
(R) Where the contract, and any amendments or modifications, if executed, will be made
available online:
https://ocp.dc.gov
(S) Where the original solicitation, and any amendments or modifications, will be made available
online:
https://ocp.dc.gov
4
 Government of the District of Columbia
Office of the Chief Financial Officer 1101 4th Street, SW
Office of Tax and Revenue Washington, DC 20024
Date of Notice: June 2, 2023 Notice Number: L0009636714
RATP DEV USA CORPORATION FEIN: **-***6932
300 THROCKMORTON ST STE 670 Case ID: 1573155
FORT WORTH TX 76102-2941
CERTIFICATE OF CLEAN HANDS
As reported in the Clean Hands system, the above referenced individual/entity has no outstanding
liability with the District of Columbia Office of Tax and Revenue or the Department of Employment
Services. As of the date above, the individual/entity has complied with DC Code § 47-2862, therefore
this Certificate of Clean Hands is issued.
TITLE 47. TAXATION, LICENSING, PERMITS, ASSESSMENTS, AND FEES
CHAPTER 28 GENERAL LICENSE
SUBCHAPTER II. CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
D.C. CODE § 47-2862 (2006)
§ 47-2862 PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT
Authorized By Melinda Jenkins
Branch Chief, Collection and Enforcement Administration
To validate this certificate, please visit MyTax.DC.gov. On the MyTax DC homepage, click the
“Validate a Certificate of Clean Hands” hyperlink under the Clean Hands section.
1101 4th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-5045/MyTax.DC.gov
 GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF THE ATTORNEY GENERAL
Legal Counsel Division
MEMORANDUM
TO: Tommy Wells
Director
Office of Policy and Legislative Affairs
FROM: Megan D. Browder
Deputy Attorney General
Legal Counsel Division
DATE: June 9, 2023
SUBJECT: Legal Sufficiency Review of the “Multiyear Modification No. 12 to Contract No.
DCKA-2017-C-0052 with RATP Dev USA, Inc. Emergency Approval Resolution of
2023” and Accompanying Declaration Resolution
(AE-23-331)
________________________________________________________________________
This is to Certify that this Office has reviewed the above-referenced
legislation and that we have found it to be legally sufficient. If you have any questions in this
regard, please do not hesitate to call me at (202) 724-5524.
_________________________________
Megan D. Browder
1350 Pennsylvania Avenue, N.W., Suite 409, Washington, D.C. 20004 Phone (202) 724-5524 Email: megan.browder@dc.gov
 GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF THE ATTORNEY GENERAL
BRIAN L. SCHWALB PRIVILEGED AND CONFIDENTIAL
ATTORNEY GENERAL ATTORNEY-CLIENT COMMUNICATION
LEGAL COUNSEL DIVISION
MEMORANDUM
TO: Charles Brown
Assistant Attorney General
Commercial Division
FROM: Megan D. Browder
Deputy Attorney General
Legal Counsel Division
DATE: June 9, 2023
SUBJECT: Legal Sufficiency Review of the “Multiyear Modification No. 12 to Contract No.
DCKA-2017-C-0052 with RATP Dev USA, Inc. Emergency Approval Resolution of
2023” and Accompanying Emergency Declaration Resolution
(AE-23-438)
_____________________________________________________________________________________
This memorandum responds to your request that the Office of the Attorney General (the “Office”) provide
an expedited legal sufficiency review of the “Multiyear Modification No. 12 to Contract No. DCKA-2017-
C-0052 with RATP Dev USA, Inc. Emergency Approval Resolution of 2023” and the accompanying
emergency declaration resolution (together, “the Legislation”).
Pursuant to section 451(c)(3) of the District of Columbia Home Rule Act, approved December 24, 1973
(87 Stat. 803; Pub. L. 93-198; D.C. Official Code § 1-204.51(c)(3)), and Section 202 of the Procurement
Practices Reform Act of 2010, effective April 8, 2011 (D.C. Law 18-371; D.C. Official Code § 2-352.02),
the Legislation would approve Modification No. 12 to Contract No. DCKA-2017-C-0052. The not-to-
exceed price for the term of this multiyear modification with RATP Dev USA, Inc. is $159,995,322. The
term will be October 1, 2023 through September 30, 2028.
The legislation is legally sufficient, and I have attached a Certificate of Legal Sufficiency for your use. If
you have any questions regarding this memorandum, please contact Ben Moskowitz, Assistant Deputy
Attorney General, Legal Counsel Division, at (202) 724-5565, or me at (202) 724-5524.
MDB/bem
1
 GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF THE ATTORNEY GENERAL
Legal Counsel Division
MEMORANDUM
TO: Tommy Wells
Director
Office of Policy and Legislative Affairs
FROM: Megan D. Browder
Deputy Attorney General
Legal Counsel Division
DATE: June 9, 2023
SUBJECT: Legal Sufficiency Review of the “Multiyear Modification No. 12 to Contract No.
DCKA-2017-C-0052 with RATP Dev USA, Inc. Emergency Approval Resolution of
2023” and Accompanying Declaration Resolution
(AE-23-331)
________________________________________________________________________
This is to Certify that this Office has reviewed the above-referenced
legislation and that we have found it to be legally sufficient. If you have any questions in this
regard, please do not hesitate to call me at (202) 724-5524.
_________________________________
Megan D. Browder
1350 Pennsylvania Avenue, N.W., Suite 409, Washington, D.C. 20004 Phone (202) 724-5524 Email: megan.browder@dc.gov
 GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of the Attorney General
ATTORNEY GENERAL
BRIAN L. SCHWALB
Commercial Division
MEMORANDUM
TO: Nancy Hapeman
Interim Chief Procurement Officer
Office of Contracting and Procurement
FROM: Robert Schildkraut
Section Chief
Government Contracts Section
DATE: June 9, 2023
SUBJECT: Legal Sufficiency Review of Modification No. 012 (Multiyear Option
Period 1) to Contract for D.C. Circulator Operations and Maintenance
Contract No. DCKA-2017-C-0052
Contractor: RAPT Dev USA, Inc.
Proposed Contract Total Not to Exceed Amount: $159,995,322
1. Description of proposed Multi-Year Contract
The District of Columbia District Department of Transportation (DDOT) proposes to
exercise Option Period One of Contract No. DCKA-2017-C-0052 with RAPT Dev USA,
Inc. (“RATP Dev”) with a period of performance of five years. RATP Dev will continue to
provide operation and maintenance services for the DC Circulator.
2. Procurement Process
On September 26, 2017, a Request for Proposals (RFP) was advertised for operation and
maintenance services for the DC Circulator bus routes. Three offerors submitted proposals
in response to the RFP. The proposals were evaluated in accordance with the criteria set
forth in the RFP and applicable laws and regulations. Based on the evaluation criteria, the
Contracting Officer completed an independent assessment and determined that RATP Dev
was the highest rated offeror. Thereafter, the Council approved multiyear Contract No.
DCKA-2017-C-0052 with RATP Dev with a 5-year and 3-months Base Period and three
400 Sixth Street, N.W., Suite 9100, Washington, D.C. 20001 (202) 727-3400 Fax (202) 741-5228
5-year Option Periods.
3. Legal Review
By email received on May 17, 2023, the Office of Contracting and Procurement (OCP)
requested that this Office review for legal sufficiency proposed Modification No. 012 to
Contract No. DCKA-2017-C-0052 for the exercise of Option Period 1. After providing
comments to you and reviewing the revisions received by this Office, we find the revised
proposed contract to be legally sufficient.
We note that, in accordance with D.C. Official Code §2-352.02, the Mayor must submit to
the Council for approval this contract for over one million dollars.
If you have any questions, please contact Charles J. Brown, Senior Assistant Attorney
General at charlesj.brown@dc.gov.
RSS
400 Sixth Street, N.W., Suite 9100, Washington, D.C. 20001 (202) 727-3400 Fax (202) 741-5228
 GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of the Attorney General
ATTORNEY GENERAL
BRIAN L. SCHWALB
Commercial Division
MEMORANDUM
TO: Tommy Wells
Director
Office o