Addendum 3_MRC-22-017-MT QA Final.pdf

TO: All Planholders

FROM: Maryland Transit Administration

SUBJECT: ADDENDUM NO. 3

Contract Number: MRC-22-017-MT

MARC Camden and Brunswick Operations and Maintenance

DATE: June 7, 2022

Attached and effective this date is Addendum No. 3 (14 pages total) to the subject contract. This addendum includes the questions and responses relating to updates made to the RFP and SOW.

The Bidder shall acknowledge receipt of this addendum by completing and returning this form with the proposal package.

All other terms and conditions remain unchanged.

Sincerely, Sharon Curtis

Sharon Curtis

MDOT Procurement Officer II

Acknowledgement of receipt of ADDENDUM NO. 3 to Contract No. MRC-22-017-MT

Vendor Name:

Authorized Representative’s Signature Date

RFP

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Appendix 2, Section

8.1.6(A)

Operations Safety and

Security Page 104 of

A. FRA Operating Rules Violation or FRA Reportable Employee Injury –

“Liquidated damages in the amount of $5,000 shall be assessed against the Contractor for each Operating Rules violation or FRA reportable employee injury”

At the bottom of page 104 of 116, the language appears to have been cut off. Please clarify if anything is missing, and if so, what is missing. Also, there are two sections “A” under

8.1.6 Operations Safety and Security. Is that intentional or in error? We know the importance of safety to MTA. Would MTA reconsider the inclusion of FRA reportable injuries as a basis for liquidated damages given the chilling effect it may have on reporting injuries, as required by the Federal Rail Safety Act, 49 USC 20109, and OSHA’s guidance against policies that disincentivize the reporting of injuries?

Please reference the changes to Appendix 2, Section 2.2 (Terms and Definitions) and

Appendix 2, Section 8.1.6 of the RFP.

See Conformed RFP 6/7/22.

Attachment N, Sections 2.1, 10 and 29

Pages 86, 91 and 96

Attachment N, Section 2.1 provides “The Contractor shall perform in accordance with this

Contract and Exhibits A-B, which are listed below and incorporated herein by reference. If there is any conflict between this Contract and the Exhibits, the terms of the Contract shall control. If there is any conflict among the Exhibits, the following order of precedence shall determine the prevailing provision:

Exhibit A – The RFP with addenda

Exhibit B – The Bid”

As more fully set forth in Question 9 below, Attachment N, Section 10 sets forth an indemnity provision that appears to be inconsistent with Section 3.5.1(A) of the RFP.

Please correct this inconsistency or clarify how Section 3.5.1(A) of the RFP and Attachment

N, Section 10 will work together. Under the order of precedence set forth in Attachment N, Section 2.1, would Attachment N, Section 10 control in the event of a conflict with Section

3.5.1(A) of the RFP?

The provisions of the proposed Contract will control over the terms in the RFP if there is a conflict, however see response to Question 11.

See the changes to RFP Attachment

N.

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Section 3.5.1(A) MDOT

MTA Provided Insurance and Attachment N form of

Contract, Section 10

Pages 6 and 91

Section 3.5.1(A) provides “A. The MDOT MTA shall procure and maintain for the duration of this

Contract, liability insurance, with combined single limits for bodily injury and property damage of at least $500,000,000 per occurrence. Limits are agreed upon for access and use of certain railroad properties by both CSXT and Amtrak. MTA insurance (self-insurance and excess layer insurance policies $5,000,000), shall not cover Contractor's or Sub-contractor's employer's liability for injury to

Contractor's and Sub-contractor's employees for which Contractor is responsible, and it is specifically agreed that self-insurance provided by the MTA shall not apply to any liability for personal injury, death, or property damage, that is caused by the willful misconduct of the Contractor.”

There is no corresponding indemnification by MTA provided in the Attachment N form of Contract.

The Contractor is not made an additional insured under the MTA insurance.

In Attachment N form of Contract, Section 10, please add “MTA agrees to “indemnify, defend and save harmless Contractor…; provided however, that MTA shall have no responsibility to Contractor or any other third party for injury or death to Contractor’s employees engaged in the Work or actually engaged in provision of any other service to MTA related to the MARC Commuter Rail Service, (ii) any claim for liability for personal injury, death, or property damage which is caused by the Willful

Misconduct of Contractor, or (iii) fines or penalties based on the Contractor’s violation of any federal, State, or local law, ordinance, or regulation.”

Please confirm that MTA would indemnify Contractor for injury or death to Contractor’s employees who are fare-paying passengers on MARC Commuter Rail Service or otherwise not actually engaged in the provision of any service to MTA related to MARC Commuter Rail Service.

Except for exclusions stated in the RFP, MDOT MTA will make the Contractor an additional insured under all of the insurance that MTA provides under the proposed

Contract. MTA may self-insure for a portion of the insurance provided at MTA's sole discretion. As an insured under those policies, the Contractor can call upon the insurance to satisfy any claims that are covered by those policies. If the insurance does not respond to all or a portion of any such claims, Contractor's indemnification obligation requires it to indemnify MDOT MTA for any such claims.

All insurance that MTA provides is as set forth in Section 3.5.1 of the RFP. Please reference changes to RFP Section 3.5.1 A.

See RFP change made in response to

Question 12.

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12 Section 3.5.1(A) Page 6

Section 3.5.1(A) provides “… it is specifically agreed that self-insurance provided by the MTA shall not apply to any liability for personal injury, death, or property damage, that is caused by the willful misconduct of the Contractor.”

However, “willful misconduct” is not defined anywhere in the RFP materials. Proposer requests that

MTA incorporate the following definition of “willful misconduct” into the RFP:

“Willful Misconduct” means conduct for which there is clear and convincing evidence, as determined by agreement of the Parties or by resolution pursuant to arbitration, that the liability arises out of an act or omission by Contractor in which an employee of Contractor (including employees of

Contractor's agents and subcontractors) has a specific awareness of a condition or situation, knows

(or should know based on training required for his or her position) that failure to respond to such condition or situation presents a significant danger to persons, and, without regard to the likelihood that serious injury will probably result, consciously elects not to respond to this condition or situation in a manner that will avoid the danger. The limitation on the scope of indemnities in the event

Willful Misconduct is alleged or established shall in no way change any duty to defend against claims that is established in this Section.”

Please reference changes to RFP Section 3.5.1

A.

See Conformed RFP 6/7/22.

Section 3.5.1 MDOT MTA

Provided InsurancePage 6

MTA’s self-insurance will not cover Contractor’s willful misconduct, but will it cover other

Contractor’s liability for bodily injury, death or property damage?

Please see response to Question 11.

Section 3.5.1 MDOT MTA

Provided Insurance

Will the MTA provided liability insurance of $500 million cover Contractor’s willful misconduct if Contractor is a named insured? Please confirm that MTA’s purchased insurance covers Contractor for damages caused by Contractor’s Willful Misconduct, including punitive or exemplary damages.

Please see response to Question 11.

Section 3.5.1(B) MDOT

MTA Provided Insurance

Will the MTA please provide a copy of the policy referred to in the last sentence?

After NTP, MTA will consider requests by the

Contractor for copies of MTA insurance policies for property damage.

Please reference the change to RFP Section

3.5.1 B.

See Conformed RFP 6/7/22.

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Section 3.5.2 and 3.5.3

Contractor Provided

Insurance Page 7

It is cost prohibitive or impossible to obtain primary liability insurance for losses below $5 million. Please confirm that it is acceptable for this Contractor to self insure for general liability to $5M.

Can Contractor or its subcontractors use self-insurance?

Can Contractor use its corporate programs of insurance and self-insurance to meet the insurance requirements in this contract?

If Contractor is a railroad and subject to FELA instead of workers compensation, it will only be able to evidence FELA coverage...Is this acceptable?

It is acceptable that a Contractor that is subject to FELA instead of workers compensation will only be able to evidence FELA coverage.

For the remainder of the questions, please reference RFP changes to Section 3.5.2 addition of D and E.

See Conformed RFP 6/7/22.

3.5.4 Insurance Company

Qualifications

“The insurance required in this Article of this contract must be issued by companies that are:

A. Acceptable to the MDOT MTA.

B. Licensed to do business in the State of Maryland.

C. Must be rated a minimum of A or better by AM Best rating service.”

Most Contractors and subcontractors use carriers rated A- or better. They may also use carriers rated by S&P, Moody's and Fitch. Would the MTA deem these ratings acceptable?

What other requirements besides carriers being licensed in the State of Maryland and having an A rating would be required to make insurance acceptable to MDOT MTA as the statement “acceptable to MTA” is very broad?

Please reference changes to RFP Section 3.5.4. See Conformed RFP 6/7/22.

Section 3.5.5(A)(3)

Section 3.5.5(A)(3) provides “3) Evidenced by policy endorsement, the policies shall not be canceled, terminated or modified without 30 days prior written notice to the MDOT MTA

Procurement Officer and Contract Monitor. ‘

Currently, Proposer policies do not include notice of cancellation, termination or modification to third-parties. We are not confident that we can prevail upon our underwriters to provide this. Notice of cancellation to third-parties is typically easier to obtain than notice of modification. Is notice of cancellation only acceptable?

Please reference changes to RFP Section 3.5.5

A. 3). See Conformed RFP 6/7/22.

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Section 3.5.1(B) and

Appendix 2, Section

8.1.5(A) Negligent

Operation of Equipment

Pages 9 and 104 of 116

Please clarify who is responsible to purchase insurance and pay for damage to MTA rolling stock.

Appendix 2, Scope of Work Section 8.1.5 provides

“…MDOT MTA reserves the right to obtain payment for damages from the Contractor in the event the Contractor operates equipment in a negligent manner and causes damage to that equipment. Negligent equipment operation includes, but is not limited to, activities such as power braking, hot stops, unintended use of holding brake, etc. and shall result in liquidated and actual damages to be assessed against the Contractor and deducted from the monthly invoice. LDs for Negligent Operation of Equipment will be assessed upon the occurrence of any incident. In addition to LDs the Contractor shall be responsible for paying

MDOT MTA the cost to replace or repair any train component impacted by negligent operation including labor, material, and other costs to fully repair the equipment.”

This Appendix 2, Section8.1.5 (A) appears to conflict with Section 3.5.1(B) which provides “B. The MDOT MTA shall procure and maintain for the duration of this Contract property physical damage insurance covering the rolling stock (including locomotives) owned by, used by, borrowed by, leased by, or rented by the MTA against all risks of physical damage usually covered in a railroad property insurance policy. MTA's property physical damage insurance shall carry limits sufficient to cover the value of MTA's rolling stock used in the MARC Commuter Rail Service. The Contractor shall be named as an additional insured with respect to its interest in the MTA's property rolling stock in the

Contractor's care, custody, and control. A copy of this policy shall be provided to the

Contractor upon request.”

In what situation would Section 8.1.5(A) apply, since in Section 3.5.1(B) MTA agrees to insure the rolling stock? What if the damage to the rolling stock is determined to have been caused by the Contractor? Please reconcile this Section 3.5.5(B) with Appendix 2, Section

8.1.5 (A).

MTA is responsible for purchasing insurance, and MTA insurance may or may not cover the damage depending on the nature of the damage and its cause.

See Conformed RFP 6/7/22.

G Certificates of Insurance

This section G says insurance requirements are in section 3.6, but they are in section 3.5 of the RFP Document. Should the reference to Section 3.6 be changed to 3.5 in Section G?

Please reference changes to RFP Section 5.3.1. See Conformed RFP 6/7/22.

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Attachment N, Section 10 indemnification Page 91

Paragraph 10.2 provides “The State has no obligation: (i) to provide legal counsel or defense to the

Contractor or its subcontractors in the event that a suit, claim or action of any character is brought against the Contractor or its subcontractors as a result of or relating to the Contractor’s obligations or performance under this Contract, or (ii) to pay any judgment or settlement of any such suit, claim or action…”

Under this form Contract as currently written, Contractor has no indemnity from the MDOT MTA of any sort and is not an additional insured on MDOT MTA's insurance. Will MDOT MTA make the

Contractor and its subcontractors an additional insured on MTA insurance and provide indemnity for

Contractor and subcontractors to the extent they are covered by the MTA insurance?

Please see response to Question 11.

Attachment N, Section 29

Limitations of Liability

This section is labeled "Limitation of Liability . However, Contractor’s Liability is unlimited for bodily injury (including death) and damage to real and tangible property. It is also unlimited for all other claims, damages, losses, costs, expenses, suits or actions in any way related to this contract and regardless of the basis on which the claim is made.

Will the State include Contractor and subcontractor as additional insured on MTA insurance and provide indemnity for Contractor and subcontractors to the extent of the MTA insurance? What is the nature of the “limitation of liability” referenced in this section?

Please see response to Question 11.

34 General Will MTA permit another round of questions following proposers’ receipt of MTA answers MTA does not plan for a second round of

35 General There are numerous references in the RFP to the “proposed team” and “Offeror’s Team”.

Does use of the word “team” include proposed subcontractors?

Yes, please reference addition to RFP Section

2.1.- (2.1.6) See Conformed RFP 6/7/22.

Appendix 2, Scope of Work, Section 3.1.7 Utilization of

Existing labor from the Existing

Contractor, Item G. Page 24 of

Can MTA provide a list of the positions it believes are protected under 13(c)?

See response to Question 36 in the Questions and Responses document.

3.1.1 Contractor Management Staff

– General Requirements

L. (addition of 4)

4) The Contractor shall update

CDRL 300 at least annually, or upon any change per Section 3.1.1 L. 1)-3).

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RFP Document Section

3.3.2.4 Personnel Invoicing

and Appendix 2 - Scope of

Work, Section 3.1.6.6

Pages 4 and 23-24 of 116

Section 3.3.2.4 states, "The Contractor shall not invoice for any position that is deemed vacant during the month. A position shall be deemed vacant if it is not filled for greater than ten calendar days." It is not clear how this is to be reconciled with Section 3.1.6.6, which states "Vacant positions will be pro-rated, and the contractor may not bill for that positon." Section 3.1.6.6 is internally contradictory (as it is unclear whether the contractor could bill for the position on a pro-rated basis, or not at all," and both sections raise the potential of an inequitable situation (as a contractor could potentially incur the cost of a position for nineteen days of a month and then lose the reimbursement if the employee departed eleven days before its end). Would MTA clarify this wording to make it clear that employers are entitled to pro-rated reimbursement in months where positions are vacant for only a portion of the month?

Please reference the changes to Appendix 2, Section 3.1.6.6 and Appendix 2, Section 3.3.2.4 of the RFP.

See Conformed RFP 6/7/22.

Attachment N, Sample

Contract, 3. Period of

Performance Page 87

Section 3.3 states "In its sole discretion, the Department shall have the unilateral right to extend the Contractor for one successive two year period, renewal option." This conflicts with the Key Information Summary Sheet, page iii, which states "Base Contract: 5 Years (5 years + Mobilization) Two Five Year Renewal Options." Can MTA confirm that the two five year options are the correct renewal options?

Please reference changes to RFP Attachment N, Section 3.3, 3.4 and a new Section 3.5.

See Conformed RFP 6/7/22.

Appendix 2 - Scope of

Work, section 5.4.2

Section 5.4.2 - Cellular Phones - Item A provides that conductors shall be issued cellular phones. Item D provides that all conductors and assistant conductors shall be issued hand held radios. Will the Department provide this equipment or is it the responsibility of the contractor?

Bid Sheet 5a - 7 includes all costs related to cell phones, and the management/ programming of handheld radios. A quantity of physical handheld radios, handheld radio chargers, and handheld radio batteries will be provided to the contractor by MTA, and shall be maintained using the material budget.

Please reference change to RFP SOW Section

5.4.2 F.

See Conformed RFP 6/7/22.

RFP Document, Section

3.5.3 Insurance Types

Is the Department willing to waive the requirement for Professional Liability (Errors and

Omissions) Insurance given that it does not apply to the scope of the Contractor’s services under this Contract?

Professional Liability (Errors and Omissions)

Insurance is required. Please reference change to RFP Section 3.5.3 for clarifying language.

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RFP Document, Sections

3.9 Experience and

Personnel 3.9.1, 5.3

Volume I Technical

Proposal 5.3.1 Technical

Proposal Format and

Organization E. Minimum

Qualifications

Documentation, and 6.3.12

Technical Response 12:

References Pages 11, 32 and 42

These requirements are confusing and contradictory. Section 3.9.1 requires 3 references for work performed in the last five years, and states that this will be evaluated as part of the

Technical Proposal. Section 5.3.1 E. 3) states "At least three (3) references are requested from Offerors who are capable of documenting the Offeror's ability to provide the services as specified in this RFP." Section 6.3.12 states "the Offeror shall provide a minimum of five

(5) and not more than ten (10) letters of reference by individuals familiar with the Offeror's

(including any Joint Venture, major Participant and/or major Subcontractor) work." Secton

5.3.1 E. 1 "References used to meet any Minimum Qualifications" (see RFP Section 1) additionally states that "Each reference shall be from a company for whom the Offeror has provided services similar to the scope of work in this RFP within the past ten (10) years…"

Section 1.1.3 “As proof of meeting these requirements, the Offeror shall provide with its proposal, three references from the past 10 years that collectively are able to attest to the

Offeror’s required years of experience (see RFP Section 5.3.1 E).” Can MTA clarify its expectations in terms of number of reference letters (i.e., minimum of three or five) and time periods within which the work must have been performed (i.e., past 5 years, 10 years or some other time period)? Additionally, can MTA clarify whether the same references may be used to satisfy the requirements of 5.3.1 E. 3) and 6.3.12?

Please reference changes to RFP Section 1, Section 3.9.1, Section 5.3.1, and Section

6.3.12. Please note that Section 3.9 details

evaluation criteria for review of an Offeror's technical proposal, and is reviewed and considered independently from the Minimum

Qualifications specified in Section 1.

See Conformed RFP 6/7/22.

Scope of Work, Section

6.5.6 Materials Inventory

and Asset management BB.

Appendix 2, Scope of

Work, page 86 of 116

Can MTA furnish a copy of its surplus disposition procedures?

Please reference the DGS Inventory Control

Manual, which is linked in Section 6.5.2 C.

Also, please reference the changes to Appendix

2, Section 6.5.6 of the RFP.

See Conformed RFP 6/7/22.

Attachment N, Section 13.1

Would the MTA consider adding the following phrase at the beginning of Section 13.1

"Unless pre-empted by federal law"? MTA will make the requested change.

13.1 This Contract shall be construed, interpreted, and enforced according to the laws of the State of

Maryland unless pre-empted by federal law.

101 General Are there any known obsolescence issues with the locomotives and passenger cars?

Obsolescence issues have arisen in the past and are dealt with on a case by case basis. Please reference change to RFP Appendix 2 Section

6.5.6.

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RFP, Section 3.3.4MBE

Liquidated Damages, Attachment N Contract

Section 3.3.4 states that "MBE liquidated damages are identified in Attachment N."

Attachment N contains no mention of this. Can MTA clarify the applicability of liquidated damages to MBEs?

Please see changes to RFP Appendix N Section

39.

Attachment N (new Section 39 all subsequent sections will increase by one number)

39. Liquidated Damages for MBE have been added to the RFP, Attachment N. See the Conformed

RFP 6/7/22.

119 N/A

Please, provide basis of measurement for On-Time Performance. Please, explain in the response how delays due to Amtrak/CSXT dispatching and CSXT freight movement or other such activities outside of the contractor are included in the calculation?

OTP information is publicly available on

MTA's website:

https://www.mta.maryland.gov/marc-riders-advisory-council-meeting-minutes

Please refer to Appendix 2, Section 8.1.1 for excusable delays, including added language.

See Conformed RFP 6/7/22.

Appendix 2, Scope of

Work, 5.2.2 D page 52 of

This section states that "the contractor shall be responsible for providing GPS services meeting or exceeding these services," and "the contractor shall be responsible for providing services meeting or exceeding the current services provided." Can MTA provide the performance standards for the agreements covering these two services, so that contractors can use them to meet the comparability requirement? Additionally, could MTA provide information on the preexisting hardware installations associated with these requirements?

Please refer to changes in Bid formTab 6 line

6a – 1, Scope of Work item column, and instructions to bidders.

See updated Bid Form 6/7/22.

Appendix 2, Scope of

Work, 4.1.1 Mobilization

Phase Duration and Scope

Section 4.1.1.A states "The duration of the Mobilization Phase (from NTP to Go Live) will be approximately eight (8) months." The RFP Document "Key Information Summary

Sheet" states on page iii that the period allowed for mobilization is "approximately 26 weeks." Can the authority clarify the amount of time that will be permitted for mobilization?

Please reference changes to RFP Section 6.3.7 and RFP SOW Section 4.1.1.

See Conformed RFP 6/7/22.

RFP, Section 3.5 Insurance

Requirements, 3.5.5 Policy

Requirements, B. Page 9

This provision requires each subcontractor to provide "similar levels of insurance" as the

Contractor. Can the Contractor satisfy this requirement by including its subcontractors in

Contractor’s Insurance coverage to avoid duplication of coverage and provide economic efficiency?

Yes, provided the Contractor makes the sub-contractor(s) an Additional Insured.

See changes to RFP Section 3.5.5 B.

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5.4.2 A. Cellular Phones

This section states that, "Conductors shall be issued cellular phones at the beginning of the shift and shall return them to a designated place in the crew room at the end of the day."

Would MTA consider assigning individual phones to specific employees, as doing so would improve accountability and care for the asset.

Please reference the changes to Appendix 2, Section 5.4.2 of the RFP.

See Conformed RFP 6/7/22.

6.2.1 G. Equipment

Maintenance, Inspection, Cleaning and Repair -

General Page 69 of

Could MTA provide a list of non-revenue equipment, with any additional certifications that would be required to maintain or operate it?

Available/relevant information will be provided to the selected bidder as soon as possible after

NTP for use during mobilization. Please also reference the changes to Appendix 2, Section 6.2.1 G of the RFP.

See Conformed RFP 6/7/22.

6.2.2 D. Equipment and

Support Maintenance

Program Page 70 of

The RFP states that the Contractor shall be responsible for wheel truing of all MARC rolling stock using the wheel true machine at the Riverside facility. Will the Contractor also be responsible for wheel true AAR certification?

Please reference the changes to Appendix 2, Section 6.2.2 of the RFP.

See Conformed RFP 6/7/22.

6.2.6 F. General Rolling

Stock Cleaning Services

The RFP states, "It is the responsibility of the Contractor’s T&E Crew personnel to collect newspapers, trash and other recyclable material remaining onboard at the terminus end of each run, except when trainsets are turned over to MOE personnel." Can MTA confirm that this work is currently done by Camden and Brunswick Line T&E crews?

Please reference the changes to Appendix 2, Section 6.2.6 of the RFP.

See Conformed RFP 6/7/22.

6.4.2 A. Performance and

Reliability - Failure Rates and Repairs Page 81 of

This section states, "Failures may be remedied either by repairs in-consist, by exchanging complete train consists, or by switching out individual passenger cars or locomotives. Such changing shall be at MDOT MTA’s convenience and at the Contractor’s expense." Could

MTA please define "failure" in this context? Is it the definition used in 6.4.1 C, or something else?

"Failure" is defined in RFP Appendix 2, Section 6.4.1 C.

Additionally, please reference the changes to

Appendix 2, Section 6.4.2 A of the RFP.

See Conformed RFP 6/7/22.

151 RFP - 3.5.3

Please allow Contractor to use an Umbrella / Excess policy to satisfy the CGL requirement.

Will MTA agree to the proposed language? "Commercial General Liability Insurance.

Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis with minimum limits of $5,000,000 per occurrence. Commercial General Liability limits may be satisfied by Umbrella/Excess insurance. Coverage shall be primary and noncontributory.

The coverage shall include:"

Yes, as long as the policy drops down to become primary should the underlying limits be exhausted.

See change to RFP Section 3.5.3.

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153 RFP - 3.5.3

Professional Liability Insurance and Contractor's Pollution Liability Insurance are written on a claim made basis and not an occurrence basis. Can MTA please revise these provisions as per the proposed language? "Professional Liability (Errors and

Omissions) Insurance appropriate to the Consultant’s profession with limits not less than

$5,000,000 per occurrence or claim, $5,000,000 aggregate to cover liability..."

"Contractor’s Pollution Liability Insurance with minimum limits of $5,000,000 per occurrence claim for work ..."

Please see changes to RFP Section 3.5.3. See Conformed RFP 6/7/22.

155 Attachment N - 3.3

Can MTA please confirm there is a typo in this section? We believe the intent is to say: two

5-year periods.

Please refer to MTA's response to question 43.

Please reference changes to RFP Attachment N, Section 3.3, 3.4 and a new Section 3.5.

See Conformed RFP 6/7/22.

164 Attachment N - 29.1

Please add a limit of liability. Failing to include a limit of liability will force Proposers to carry large contingencies to address this risk, which will prohibit the Department from getting the best value for the Project. Additionally, MTA has included such a cap in previous contracts. This provision makes the overall contract more equitable.

"Contractor’s aggregate liability to the State and Department under this Contract shall be limited to an amount equal to one hundred percent (100%) of Contractor's maximum yearly compensation, as it may be modified from time to time. This limit of liability shall not apply in instances of Contractor's (i) willful misconduct or gross negligence (ii) indemnity for a third-party personal injury and property damage claim and (iii) indemnity relating to intellectual property rights. Contractor shall be liable for any loss or damage to the State occasioned by the acts or omissions of Contractor, its subcontractors, agents or employees as follows: (a) For infringement of patents, trademarks, trade secrets and copyrights as provided in Section 7 “Patents, Copyrights, Intellectual Property” of this Contract; (b)

Without limitation for damages for bodily injury (including death) and damage to real property and tangible personal property; and (c) For all other claims, damages, loss, costs, expenses, suits or actions in any way related to this Contract and regardless of the basis on which the claim is made, Contractor’s liability shall be unlimited."

No change to the RFP other than the response to Question 28.

See Question 28

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Questions Resulting in Changes to RFP/SOW

170 MOE - 6.2.1(G)

Can MTA please clarify the type of each one of these nine MDOT MTA non revenue rail cars?

A rolling stock equipment roster, inclusive of non-revenue railcars, will be provided in the

Reference Documents. Please also reference the changes to Appendix 2, Section 6.2.1 G of the RFP.

See Conformed RFP 6/7/22.

172 MOE - 6.2.7(C)

The removal of graffiti is called out in 6.2.9 and it contradicts this statement. Please remove

"graffiti" from MID DAY cleaning.

Mid-day cleaning shall include, but is not limited to, removal of litter, debris, and graffiti; re-supplying restrooms; removal of foreign matter; removal of unapproved stickers and posters;

mopping as circumstances warrant; and other minor cleaning and toilet servicing as conditions warrant.

The language in Section 6.2.7 refers to interior graffiti on walls and windows, not exterior graffiti. The language in Section 6.2.9 refers to exterior graffiti. Please reference changes to

RFP Appendix 2 Section 6.2.7 C and Section

6.2.9 A.

See Conformed RFP 6/7/22.

173 MOE - 6.2.7(C)

There are two conflicting definition/requirements of mid-day cleaning (in-service). The first is a simple light cleaning described in section 6.2.7 C (page 74) versus a very intense mid-day cleaning per MARC Interior Cleaning Standards for MARC Rolling Stock (RS-01014).

Which one is the customer looking for ?

Concern is that the number of FTE suggested to perform cleaning in the price sheet might not be sufficient to perform 2 deep cleaning every day on every car.

Please reference changes to RFP Appendix 2

Section 6.2.7.

See Conformed RFP 6/7/22.

175 MOE - 6.2.2(A-2)

Could MTA please clarify if "Light Overhaul" should be considered as included in the base scope of work ? And if not, is this activity will be paid out of the Miscellaneous Work

Allowance ?

Also, can MTA please indicate if the intention is that the contractor should be able to perform such work with the proposed workforce listed in the Price Sheet ?

Please see changes to RFP Appendix 2 Section

6.3.5. and 3.1.3G 2) e, 3.1.5 J 3) c, 6.2.2 A 2),

6.2.14 D, 6.5.7 N 1), 6.5.7 N 2), 6.5.7 N 3),

6.5.7 N 15), 6.5.7 P and 6.5.7 Q

There is no Miscellaneous Work Allowance for

MOE; please reference the RFP.

See Conformed RFP 6/7/22.

192 7.1.5 On-Site Fire and Safety Watch. Please provide a list of applicable MARC facilities which require On-Site Fire and Safety Watch.

Please see change to RFP Appendix 2 Section

7.1.5.

See Conformed RFP 6/7/22.

195 6.5.6 O Is an MTA MARC delivery truck made available for parts delivery or is Contractor responsible for providing required delivery vehicles?

See new section 6.3.7 Non-Revenue Support

Vehicles in RFP Appendix 2.

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Questions Resulting in Changes to RFP/SOW

201 7.1.6 6) Please provide a copy of the MARC Stations Maintenance Plan detailed in section 7.1.6 para 6

The Contractor shall submit a final

Maintenance of Stations and Other Buildings

Plan (CDRL 703)

Please see changes to RFP Appendix 2 Section

7.1.6 A,B, C2, C3, C6 and Reference

Document table item 9 (Document Title change).

See Conformed RFP 6/7/22.

202 5.5 Please provide a copy of Contractor's Conductor Manual as detailed in section 5.5

This information will not be provided.

Contractor must prepare this information as part of CDRL 502. Please reference the changes to Section 5.5.1 C of the RFP.

See Conformed RFP 6/7/22.

204 Section 6.3.3 B

RFP requires that all Key Personnel shall work exclusively on the provision of the rail passenger (commuter) service in the MARC service territory and shall not have any job responsibilities that relate to work on any rail passenger (commuter) service outside of that service territory. Can the MTA please clarify that Key Personnel must work exclusively on the provision of services as outlined in Solicitation MRC-22-017-MC for the Camden and

Brunswick Operations and Maintenance?

Please reference the changes to Section 6.3.3 of the RFP.

See Conformed RFP 6/7/22.

217 3.4

Please clarify and consider re-writing this section to include requirements to be in compliance with 49 CFR 243 Training, Qualification and Oversight for Safety-Related

Railroad Employees.

Please reference the changes to RFP Appendix

B, Section 3.4.1.

See Conformed RFP 6/7/22.

Please Note:

Additional gramarical/numberal/spelling updates have been made to the RFP as shown in the Conformed RFP/SOW

6.7.22 without changing context of the document.

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