Question & Responses MRC-22-017-MT 6.7.22.pdf

RFP

Section

PROPOSER QUESTION MARC RESPONSE

1 General Can you please provide access to maintenance manuals for MARC rolling stock and MoW assets?

Maintenance information for rolling stock is provided in the ITMP. Additional maintenance information for rolling stock (such as maintenance manuals) will be provided to the selected bidder as soon as possible after NTP for use during mobilization. Maintenance information for

MoW will be provided to the selected bidder upon NTP for use during mobilization.

2 General For MARC rolling stock assets: can you please provide mileage, age, MDBF and operating hours for each fleet?

MDBF added to the SharePoint Reference Documents. Mileage, age, and operating hours vary by fleet and are based on various equipment overhauls that are not part of the scope of this RFP.

3 General For MARC MoW assets: can you please provide asset make and model numbers, failure rates, operating hours, and any maintenance management system information relevant?

MoW asset maintenance information from the current maintenance management system will be provided to the selected bidder as soon as possible after NTP for use during mobilization.

Sec. 5.3.1(H)(1) Legal

Action Summary

“A statement as to whether there are any outstanding legal actions or potential claims against the Offeror and a brief description of any action”

Can the terms “legal actions or potential claims” be defined to mean just lawsuits or arbitrations filed against the Offeror? If not, please clarify what general types of information MDOT MTA is seeking.

Are there specific categories of arbitrations or lawsuits that are being requested?

We would like to limit this requirement to matters exceeding $1 million. Is this acceptable?

MDOT MTA declines to modify the RFP as requested.

Sec. 5.3.1(H)(2) Legal

Action Summary

“A brief description of any settled or closed legal actions or claims against the Offeror over the past five (5) years.”

This would require a significant amount of research to develop. In addition, many if not all of these settlements contain confidentiality provisions that preclude releasing any information about the dispute, including the fact that a settlement was reached. Please clarify what general types of information MDOT MTA is seeking.

We would like to limit this requirement to matters exceeding $1 million. Is this acceptable?

MDOT MTA is seeking the name of the legal action or claim, the nature of the legal action or claim, and any information about the resolution of the matter that may be provided within the parameters of the confidentiality provisions referenced.

Sec. 5.3.1(H)(3) Legal

Action Summary

“A description of any judgments against the Offeror within the past five (5) years, including the court, case name, complaint number, and a brief description of the final ruling or determination”

Are there specific categories of judgments that are being requested?

We would like to limit this requirement to matters exceeding $1 million. Is this acceptable?

MDOT MTA declines to modify the RFP as requested.

MARC Camden and Brunswick Operations and Maintenance

MRC-22-017-MT

Questions and Responses

Section

PROPOSER QUESTION MARC RESPONSE

MARC Camden and Brunswick Operations and Maintenance

MRC-22-017-MT

Questions and Responses

Section 4.17 and

Section 5.3.1(D)(3)

Exceptions

Pages 20 and 31

4.17 Acceptance of Terms and Conditions

By submitting a Proposal in response to this RFP, the Offeror, if selected for award, shall be deemed to have accepted the terms and conditions of this RFP and the Contract, attached hereto as Attachment N. Any exceptions to this RFP or the Contract shall be clearly identified in the

Executive Summary of the Technical Proposal. All exceptions will be taken into consideration when evaluating the Offeror’s Proposal. The Department reserves the right to accept or reject any exceptions.”

Section 5.3.1(D)(3) provides

“3) The Executive Summary shall also identify any exceptions the Offeror has taken to the requirements of this RFP, the Contract (see Attachment N), or any other exhibits or attachments. Acceptance or rejection of exceptions is within the sole discretion of the State.

Exceptions to terms and conditions, including requirements, may result in having the

Proposal deemed unacceptable or classified as not reasonably susceptible of being selected for award.”

Section 4.17 appears to conflict with Section 5.3.1(D)(3). Please clarify whether exceptions will be taken into consideration when evaluating the Offeror’s Proposal or may result in having the Proposal deemed unacceptable or classified as not reasonably

Language does not conflict. 4.17 states that MTA will consider exceptions when evaluating the

Offeror's Proposal, and 5.3.1 states that MTA may deem a proposal as being unacceptable or classified as not reasonably susceptible of being selected for award; these are two separate steps within the proposal review process, and exceptions could be relevant in both steps.

Attachment N, Section 19.2 Delays and Extensions of

Time

Flood is the only unusual or severe weather condition that is excusable in scope of Section

19.2 of Attachment N. Would MTA agree to include major snowstorms, earthquakes and named windstorms as excusable within the scope of Section 19.2 of the Contract?

Contractor proposes the following changes to Section 19.2: 1) Please include labor disputes and labor shortages as excusable delays. 2) Please add the following:

"Notwithstanding anything to the contrary herein, the Parties agree that the future developments regarding the COVID19 pandemic and associated government regulations are unforeseeable, and shall be considered excusable delays for purposes of this provision."

3) Please add an additional sentence: “An excusable delay event will not suspend MDOT

MTA’s obligation to pay the Contractor's allowable, compensable costs."

No change to the RFP.

Section 3.5.1 MDOT

MTA Provided

Insurance

Does MTA liability insurance and self -insurance include coverage for certified and non-certified acts of terrorism and, if so, to what limits?

Yes, MTA currently carries insurance with an endorsement for Terrorism with an annual aggregate sublimit equal to $50,000,000, with an annual deductible of $500,000 in the aggregate.

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Section 3.5.1(A)

MDOT MTA

Provided Insurance

MTA’s “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 …”

What is meant by “employer’s liability”? Would this include FELA or workers compensation?

Does MTA’s $500M of insurance cover FELA for Contractor if Contractor is a railroad?

Does MTA’s $500M of insurance cover both Contractor and Sub-contractors? Will MTA extend Named Insured status to the Contractor and approved subcontractors of the

Contractor?

Proposers should seek legal advice from their own counsel. Notwithstanding the foregoing, it is

MTA's position that "employer's liabilty" covers Contractor's FELA and workers compensation.

As stated in response to question 11, MTA will make the Contractor an additional insured.

Section 3.5.1(C)

MDOT MTA

Provided Insurance

MTA provided property insurance coverage for property other than rolling stock is covered except that MTA self-insurance will exclude the willful misconduct of the Contractor.

What level of self-insurance does MTA retain for property other than rolling stock?

What level of insurance does MTA maintain for the property other than rolling stock?

Why is contractor an additional insured for rolling stock but not for other MTA property that may be in its care, custody and control or used with MTA authorization? Will MTA change this to be consistent with the contractor coverage and terms for rolling stock?

MTA currently provides self-insurance up to $5M, but this is subject to change in the future.

MTA currently maintains $500M of liability insurance, which includes property other than rolling stock.

Contractor will be named an Additional Insured on MTA insurance policies for third-party property damage claims only, not first-party.

See responses to Question 11 and Question 28.

Section 3.5.1 MDOT

MTA Provided

Insurance

Please insert the following sentence at the end of Section 3.5.1(A) “Contractor shall have the right of approval that the insurance placements and self-insurance arrangements adequately protect Contractor against liability for injury, death and property damage, which approval shall not be unreasonably withheld.”

MTA declines to make the requested change.

Section 3.5.1(B)

MDOT MTA

Provided Insurance

Will MTA agree to provide coverage on a replacement cost basis with no coinsurance penalty and not to hold Contractor accountable for any damage to the equipment whether or not covered by the MTA provided insurance, or should the amount of insurance not be sufficient to cover the loss?

MTA declines to make the requested change.

Section 3.5.2

Contractor Provided

Insurance

Please confirm that the General Liability Insurance provided by Contractor is intended to only cover liabilities arising from Contractor’s Willful Misconduct, as defined.

General Liability insurance provided by the Contractor is intended to cover any losses that are not covered by the insurance MTA agrees to provide under the proposed Contract.

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Section 3.5.2(B)

Contractor Provided

Insurance

“For Contractor provided coverage, MDOT MTA shall reserve the right of adjusting any or all liability limits immediately, if there is any federal, state or local law approved that impacts service or operation under this contract. At option renewals MTA shall reserve the right to make any necessary adjustments to the required insurance coverages and limits due to operating and market changes.”

Will MTA allow adjustments to the contract price to reflect increases in the cost of

Contractor’s insurance if liability limits can be adjusted by MTA?

Section 2.2 of the sample contract addresses changes to the Scope of Contract and reimbursement for such changes.

Section 3.5.5(A) and

(B), Certificates of insurance

Can MDOT MTA provide a sample Certificates of Insurance (CDRL 001) and

Subcontractor

Certificates of Insurance (CDRL 002)?

MTA will not provide samples.

Section 3.5.5(A), Certificates of insurance

Section 3.5.5(A) requires a certificate of insurance that lists all policy exclusions or copies of all the insurance policies from the Contractor and subcontractors. This is an unusual request relating to certificates of insurance. Also, Contractor considers its insurance policies proprietary and confidential.

Would it be acceptable for Proposer to provide a letter of self – insurance in lieu of copies of certificates and exclusions?

In accordance with RFP, proposer must provide certificate(s) of insurance including any exclusion(s).

Attachment N, Section 10 indemnification Page

Paragraph 10.1 provides “At its sole cost and expense, Contractor shall (i) indemnify and hold the State, its employees and agents harmless from and against any and all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to attorneys’ fees and costs), whether or not involving a third party claim, which arise out of or relate to the

Contractor’s, or any of its subcontractors’, performance of this Contract…”

What does “whether or not involving a third party claim” mean? Who “defends” the State pursuant to Paragraph 10.1?

The State may defend actions against it and seek indemnification. Proposers should seek legal advice from their own counsel regarding terms in the proposed Contract.

Attachment N, Section 29.2

Limitations of

Liability

Section 29.2 provides “Contractor’s indemnification obligations for Third party claims arising under Section 10 (“Indemnification”) of this Contract are included in this limitation of liability only if the State is immune from liability. Contractor’s indemnification liability for third party claims arising under

Section 10 of this Contract shall be unlimited if the State is not immune from liability for claims arising under Section 10.”

In what cases does the State actually have immunity?

Proposers should seek legal advice from their own counsel.

34 General Will MTA permit another round of questions following proposers’ receipt of MTA answers to the questions which are due to be submitted by April 15, 2022?

MTA does not plan for a second round of questions.

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Appendix 2, Scope of

Work, Section 3.1.7

Utilization of Existing labor from the

Existing Contractor

Can MTA provide copies of all existing labor agreements (including side letters or other forms of agreement) that are in place between the collective bargaining agents of employees on the Camden and Brunswick line contract, and Alstom?

The existing labor agreements (and any labor agreements arising from this RFP) are between the respective labor organizations and third-parties. MTA is not party to any labor agreement related to the performance of this Contract. MTA will request copies of current Collective

Bargaining Agreements (CBAs) from the existing contractor. If the CBAs are received and parties to the agreements agree to release, MTA will make them available to proposers.

Proposers will be required to execute a non-disclosure agreement prior to receipt.

Appendix 2, Scope of

Work, Section 3.1.7

Utilization of Existing labor from the

Existing Contractor, Item G. Page 24 of

This Item state, “The Contractor shall indemnify and hold MDOT MTA harmless from any claims presented by any employees of the Contractor or of the previous/incumbent contractor under Section 13c of the Federal Transit Act, 49 U.S.C. 5333(b) unless such claim arises out of an action that was taken at the specific direction of MARC. MARC and the Contractor agree, as between them, that the expiration of the incumbent’s contract and the award of a contract to the Contractor does not constitute an action that is taken at the specific direction of MARC and that such expiration is not an action taken as a result of any grant to which Section 13c protections or the applicable 13c agreement apply.” Can

MTA provide bidders with a complete list of the 13(c) claims that have been paid by

Bombardier/Alstom on the current contract, by position and craft?

MTA is unable to provide offerors with this information because it is in the control of the current contractor.

Appendix 2, Scope of

Work, Section 3.1.7

Utilization of Existing labor from the

Existing Contractor, Item G. Page 24 of

Could MTA please provide copies of all agreements entered into pursuant to Section 13(c) between the MTA and respective labor organizations or between Bombardier/Alstom and the respective labor organizations in MARC Camden and Brunswick service?

Please see response to Question 36.

Appendix 2 - Scope of

Work, Section 3.1.6.4

Replacement

Circumstances, B.

Key Personnel

Replacement, 1)

The paragraph begins, "to replace any Key Personnel in a circumstance other than as described in 3.1.6.4.B" is not entirely clear. Is this reference supposed to read "3.1.6.4.A," as a reference to the preceding paragraph?

The reference is correct. No change to the RFP.

Appendix 2, Scope of

Work Section 8

Liquidated Damages

The lack of a cap to liquidated damages makes a contractor's liability potentially unlimited.

Would MTA consider capping both incentives and liquidated damages?

No change to the RFP.

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Questions and Responses

44 Financial Form

For Tab 12, the total growth in cost for reimbursable parts from Year 1 to Year 2 is 2%; for

Year 2 to 3, 2% per year. While accelerating the growth in the out years by the AAR rate is a reasonable means, in the short term, failure to accurately capture an inflation rate that is already above 2% would leave bidders behind from the start of the contract and unable to subsequently regain ground. This is a particular concern because the permitted fee is fixed and does not grow with inflation. Given the uncertainty around inflation, would MTA substitute a fixed percentage for the fixed dollar fee permitted bidders in the basic form?

No change to the RFP.

Key Information

Summary Sheet

Page iii

This RFP encompasses an extensive scope, and an 89 day response period is extremely short. In the interest of improving the quality of the responses, would MTA extend the bid process by 60 days?

No change to the RFP.

RFP, 4.26 MBE

Participation Goal

In the interest of obtaining strong MBE participation, will MDOT offer expedited review and approval of MBE applications and NAICS scope code changes?

No change to the RFP.

7.1.4 - Facilities

Maintenance Page

Item B. of section 7.1.4 identifies a MDOT (MARC) permit from MDE for a Stormwater treatment plant at the Riverside maintenance facility. Besides this stormwater Treatment plant permit, are there other environmental permits that MDOT holds that vendors

(bidders) would be expected to monitor and ensure compliance with?

A list of environmental permits has been added to the SharePoint Reference Documents.

7.1.4 and 7.1.5

Facilities and Stations

Maintenance

Is the expectation that vendors (bidders) would be responsible for all environmental compliance as it pertains to hazardous waste generation, SPCC (oil spill) plans, industrial stormwater permiting, applicable air permitting, etc..Or would MDOT retain any of that responsibility in-house?

MTA is responsible for all the permitting and the contractor is responsible to implement and comply with all the permit requirements. Additionally, see response to Question 48.

Attachment N, Contract, 40. Parent

Company Guarantee

Regarding Section 40 of the Contract: When exactly will a Contractor be required to provide a Parent Company Guarantee (PCG)? In other words, what degree of reliance on a

Parent Company would trigger the requirement for a PCG?

If the Contractor will rely on a Parent Company to meet any requirements of the proposed

Contract, a Parent Company Guarantee will need to be provided in accordance with the RFP and the terms of the proposed Contract.

RFP, 3. Contractor

Requirements, 3.3

Invoicing

Is the Department’s intent to withhold all invoiced amounts if the Contractor has breached the contract terms, or would the Department only withhold a portion of the invoiced amounts as reasonably necessary to protect itself from damages that may result from the breach?

Please refer to language in Section 3.3.1(E). MTA's actions will be dependent upon the circumstances.

Attachment N, Contract, 31.2

Is the Department planning to withhold retainage from progress payments? If so, in what percentage? And when would the retainage be released?

There are no retainage provisions in the RFP.

RFP Document, 12.

Disputes

Would the Department consider deleting “or should have been known, whichever is earlier” from the third sentence, so that the 30-day claims period is only triggered by actual knowledge?

No change, this is mandantory COMAR language.

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54 General

Would the Department consider adding a mutual waiver of consequential damages to the

Contract? Possible language MTA has used in another agreement would be: "DAMAGES

FOR BREACH OF CONTRACT. Neither party shall be liable for any special incidental or consequential damages, including but not limited to lost revenues or lost profits, as a result of a breach of this agreement."

No change to the RFP.

RFP Document, 17.

Termination for

Default

Would the Department consider adding a mandatory cure period of seven (7) days as a way for the Contractor to avoid a termination for default (i.e., the Contractor could only be terminated if it failed to cure its default within 7 days from receipt of written notice from the Department)?

Please refer to COMAR 21.07.01.11 for mandatory Termination for Default provisions, which contains a cure period.

3. Scope of Work, General

Requirements, 3.1.7

Utilization of Existing

Labor from the

Existing Contractor

Page 145 (24 of 116)

Please provide roster of all employees of the incumbent contractor and subcontractors who are currently engaged in the provision of all MARC services required by this Contract, in addition to the collective bargaining agreements requested separately. We need to quantify

13c obligations to meet this requirement of the specifications. We need headcounts, positions, wages, fringes, being paid, and any other form of compensation being paid to analyze the costs.

Please see response to Question 36.

Scope of Work, 7.

Maintenance of Way, 7.5.1.Roadway

Worker Protection

Can MDOT-MTA create an allowance item for flagging. These is no way to quantify how many times the contractor may be required to fulfill this requirement. The only way to minimize risk is to add dollars to mitigate risk which may falsely inflate the overall cost of the project and more importantly the evaluation pricing. We can meet the requirement for timely providing flagging but an allowance protects the contractor.

Please reference Bid Form Tab 7a - 5.

Scope of Work, Section 6.5.5.Final

Inventory Audits, A.

Appendix 2, Scope of

Work, page 83 of 116

Can MTA provide the list of parts that are currently stocked? Additionally, could MTA furnish current inventory levels at each location where inventory is stored?

Available material inventory will be provided to the selected bidder upon NTP for use during mobilization. The inventory will be a snapshot in time and for reference only.

Scope of Work, Section

6.5.6.Materials

Inventory and Asset management, C.

Appendix 2, Scope of

Work, page 84 of 116

Could MTA provide a complete inventory of rolling stock for its MoW and revenue fleets?

This is not currently available in the Reference Documents.

A rolling stock equipment roster has been added to the SharePoint Reference Documents. A complete MoW inventory will be provided to the selected bidder as soon as possible after NTP for use during mobilization.

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Scope of Work, Section

6.5.6. Materials

Inventory and Asset management, P.

Appendix 2, Scope of

Work, page 85 of 116

In the interest of ensuring a comprehensive response, could MTA provide a complete inventory, including specific buildings and addresses, of all the equipment maintenance facilities (the MARC Facilities Maintenance and Fixed Assets List does not provide this information).

A roster of equipment maintenance facilities inclusive of buildings and addresses have been to the SharePoint Reference Documents.

Scope of Work, Section

6.5.7.Asset

Management System, I.

Appendix 2, Scope of

Work, page 87 of 116

Can MTA furnish a complete list of the capital spares it currently has on hand, as well as a statement of the entity having physical possession of those spares?

Available material inventory will be provided to the selected bidder upon NTP for use during mobilization. The inventory will be a snapshot in time and for reference only.

Scope of Work, Section 6.5.7.Asset

Management System, I. Appendix 2, Scope of Work, page 87 of

Will Proposer be able to obtain a vendor list for all repairable inventory items previously managed under the current contract?

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

NTP for use during mobilization.

Scope of Work, Section 6.5.7.Asset

Management System, I. Appendix 2, Scope of Work, page 87 of

Will Proposer be able to obtain a list of outstanding open purchase orders from the existing contractor? Will there be a transition plan to receive the items into inventory and invoice/pay these purchase orders?

This will be handled as part of the mobilization and transition process.

Scope of Work, Section

6.5.7.Asset

Management System, I.

Appendix 2, Scope of

Work, page 87 of 116

Can the MTA provide the purchasing history for components and equipment related to this service?

Available purchase history will be provided to the selected bidder as soon as possible after NTP for use during mobilization.

Scope of Work, Section 6.5.7.Asset

Management System, I. Appendix 2, Scope of Work, page 87 of

Are there any active warranties for equipment included in the maintenance scope? Can the

MTA please provide information on the configuration, warranty information, specific delivery schedule, onboard diagnostics, and in-service and tooling support information for any equipment whose delivery is currently expected?

This will be handled as part of the mobilization and transition process.

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Scope of Work, Section

7.1.4.Facilities

Maintenance A.

Appendix 2, Scope of

Work, page 91 of 116

Can MTA provide a complete list of the buildings and equipment to be maintained at each of these sites, including the address?

A roster of equipment maintenance facilities inclusive of buildings and addresses have been added to the SharePoint Reference Documents.

Scope of Work, Section 8.1 Liquidated

Damages other than

MBE, B. Appendix 2, Scope of Work, page

Can MTA clarify its expectations in terms of periodic goals? Are there currently standards set for audits, observations and investigations, and can MTA provide those to bidders?

Please refer to Section 8.1(B).

Scope of Work, Section 8.1.1. On-

Time Performance

A.6 Appendix 2, Scope of Work, page

Can MTA explain how the issue of liquidated damages for unserviceable units due to repair status or parts shortage will be handled?

This will be handled on a case by case basis.

Scope of Work, Section 6.5.6

Materials Inventory and Asset

Management M.

Appendix 2, Scope of

Work, page 85 of 116

Has MTA confirmed with their suppliers that the warranties will transfer if a contractor procures on their behalf?

MTA will confirm this information and applicable transfer of warranty will be coordinated during the mobilization phase.

Scope of Work, Section 6.5.6

Materials Inventory and Asset

Management FF.

Appendix 2, Scope of

Work, page 86 of 116

Can MTA furnish bidders with a copy of the DGS Inventory Control Manual? The link is provided in Section 6.5.2 C.

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Scope of Work, Section 6.5.6

Materials Inventory and Asset

Management B.

Appendix 2, Scope on

Work, page 84 of 116

Can MTA furnish data on parts use, on an annualized basis? Additionally, can MTA provide additional data that can be used to extrapolate inventory demand, such as current

MDBF, annual train-miles, etc?

MDBF will be provided in the Reference Documents. Additionally, please see response to

Question 67.

Scope of Work, Section 7.5.5.Wayside

Vegetation and

Rubbish Control B.6

Appendix 2, Scope of

Work, page 98 of 116

How often has MARC used chemical vegetation control over the last 5 years.

Maintenance facilities and the Frederick Branch ROW use chemical vegetation control at least annually, and as needed to comply with CFR requirements.

Scope of Work, Section 7.5

Miscellaneous MOW

Requirements

Appendix 2, Scope of

Work, page 97 of 116

Can MARC provide a detailed account of all costs paid for the work covered under Section

7.5.5 in the last 2 years?

Actual cost data is not available due to contracting methodology (fixed price) used on TMTA-

1360 (previous contract).

Scope of Work, Section 7.1.2

Maintenance of

Pedestrian Crosswalks

Appendix 2, Scope of

Work, page 91 of 116

Are the costs for maintenance of pedestrian crosswalks paid separately?

Material costs for maintenance of pedestrian crosswalks will be allocated to Bid Sheet Tab 12a -

1. Labor costs for maintenance of pedestrian crosswalks will be allocated to Bid Sheet Tab 8a -

9. Additional costs associated with maintenance of pedestrian crosswalks may be allocated to

Bid Sheet Tab 7a - 6 at MTA's sole discretion.

Scope of Work, Section 7.1.3

Maintenance of

Station Platforms

Appendix 2, Scope of

Work, page 92 of 116

If the answer to the question above is no, can MARC provide historical data on how many crossings are removed per year for the last 10 years?

Please see response to Question 79.

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Scope of Work, Section 7.4 Frederick

Branch Track

Maintenance

Appendix 2, Scope of

Work, page 96 of 116

Is there ever any freight traffic on the Frederick Branch?

Yes, CSX Transportation, Inc. (CSXT) retains common carrier obligations for freight service on the Frederick Branch, and operates freight service in accordance with its common carrier obligations.

Scope of Work, Section 7.5.1

Roadway Worker

Protection D.

Appendix 2, Scope of

Work, page 97 of 116

Can MARC quantify how many times per year over the last 10 years it has paid for providing track protection for work other than the routine maintenance performed by the

Contractor.

Historical data is not an accurate representation of future track protection. Actual costs for track protection will be allocated to Bid Sheet 7a - 5.

Appendix 2, Scope of

Work, Section 3.1.7

Utilization of Existing

Labor from the

Existing Contractor

Appendix 2, Scope of

Work, page 24 of 116

Can MTA provide a wage scale report for employees of both prime and any subcontractors currently working on this work scope? Can it also provide numbers (both unionized and non-unionized) of employees and managers currently engaged in providing this work scope?

MTA is not party to wage scale information and cannot provide. For list of employees and managers, please see response to Question 39.

Appendix 2, Scope of

Work, Section 7.1.6

Appendix 2, Scope of

Work, page 93 of 116

Can MTA provide additional information on station condition, size, facilities and equipment to be maintained, to supplement the information provided in Sharepoint about station maintenance responsibilities?

No additional information will be provided.

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Attachment N, Section 4.3

Section 4.3 of the Sample Contract provides “In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer.” Would the MTA modify this language to provide that the

Procurement Officer's ability to refuse or withhold payment shall be limited only to the specific contract items that are being questioned by that Officer (“Disputed Items”) and that the Department shall not withhold payment for undisputed items? Additionally, would the MTA include a provision that requires that the Parties confer promptly for the purpose of resolving any Disputed Items? Should no resolution be achieved, the Parties will submit the matter for resolution in accordance with Section 12 of the Agreement.

MTA declines to make the requested change.

Attachment N, Section 24 Page

The language here indicates that the Contractor shall retain records and documents for 3 years after final payment by the State. The contract term is potentially 15 years (5 year base + 2 five year options) so the retention period could be as long as 18 years. Would the

MTA consider the following language modification: "Contractor shall retain records and documents for a period of three (3) years after the payment by the State following the end of the each Contract performance period"?

No, the retention of records clause is a mandatory provision per COMAR 21.07.01.21.

Section 6.3.3(B) Page

The second sentence of Section 6.3.3(B) provides "Changes will not be allowed in management and key positions without the prior written approval of the MDOT MTA."

Will the MTA please add: "Notwithstanding anything to the contrary herein, MTA's approval of changes in management and key positions shall not be unreasonably withheld."

No change to the RFP.

Section 6.3.5(B)

Section 6.3.5(B) of the RFP requires the very broad safety history below:

“B. Offeror’s Safety History-The Offeror shall provide its current safety record and shall enumerate injuries, property damage, fatalities and hazardous conditions that have occurred throughout the last five years of the Offeror’s business history.” Would the MTA please clarify the information sought:

No change to the RFP.

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Attachment N, Section 2.1 Page

“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” Will the MTA agree to conform the scope of services to the proposal/bid, rather than have both the proposal and the scope as contract documents, with the scope controlling?

MTA declines to make the requested change.

Attachment N, Section 12 Page

Would the MTA consider replacing this Section 12 with the following:

Any dispute would be resolved by arbitration heard by a neutral arbitrator selected by the

MTA and the contractor. If the parties are unable to agree upon a neutral, they would seek assistance of the US District Court of Maryland for appointment of a neutral.

MTA declines to make the requested change.

Attachment N, Section 17

This provision states “If the Contractor fails to fulfill its obligations under this Contract properly and on time, or otherwise violates any provision of the Contract, the State may terminate the

Contract by written notice to the Contractor.” Would the MTA modify this Section 17 to provide that this entire provision would be subject to a materiality requirement? This section 17 does not contain notice and an opportunity to cure or to commence cure and diligently pursue cure for the

Contractor’s default. Would the MTA agree to add a thirty (30) day notice of default and right to cure be added to this Section 17 of the Contract? Would the MTA consider adding the following provision to provide Contractor with a right of termination under limited circumstances?

"Contractor may terminate this Agreement upon written notice to the MTA if the MTA fails to timely make two or more payments under this Agreement, or if the MTA fails to cure or commence cure of any other breach of this Agreement within thirty days’ notice of such breach."

MTA declines to make the requested change.

Attachment N, Section 18

Section 18 provides “this Contract may be terminated by the State in accordance with this clause in whole, or from time to time in part, whenever the State shall determine that such termination is in the best interest of the State.” Would the MTA agree to provide 90 days’ advance written notice to the Contractor of a termination for convenience? The provision also indicates that “The State will pay all reasonable costs associated with this Contract that the Contractor has incurred up to the date of termination, and all reasonable costs associated with termination of the Contract.” Will the

MTA agree to delete the word “reasonable”or replace it with the word "actual"? Would the MTA consider adding the following provision to provide the Contractor with a right of termination for convenience? "Contractor may terminate this Agreement for Contractor's convenience at any time by giving MTA a minimum of ninety (90) days' written notice of Contractor's election to terminate."

MTA declines to make the requested change.

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Attachment N, Section 20

Section 20 provides “The State unilaterally may order the Contractor in writing to suspend, delay, or interrupt all or any part of its performance for such period of time as the Procurement Officer may determine to be appropriate for the convenience of the State.” The contract does not address what happens if work is never resumed. Would the MTA agree to put a cap on the length of time

MTA can suspend, and also explicitly provide for compensation of the Contractor during a suspension? 1) Will the MTA please add to this Section 20 ", subject to continued, uninterrupted compensation to Contractor." 2) Will the MTA add to the end of this Section: "In no event shall any period of suspension exceed thirty (30) days unless otherwise agreed."

MTA declines to make the requested change.

Attachment N, Section 28 Page 96 Will the MTA Insert “acting reasonably” regarding approval of subcontracting. MTA declines to make the requested change.

96 General

In order to allow the Contractor to gain a better understanding of the MTA operations and to allow for a better costing of its Proposal, would the MTA please provide the following documents:

• Any passenger surveys MTA or Amtrak has completed within past 5 years

• A full listing of customer complaints to gain better understanding of the customer needs

• Historical data on the Camden and Brunswick Lines for LDs and incentives

• Listing of 3rd party claims on the Camden and Brunswick Lines

• OTP History on the Camden and Brunswick Lines for past 5 years

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

NTP for use during mobilization.

Appendix 2, Section

3.1.6.1(A)(2)

The second sentence of Section 3.1.6.1(A)(2) provides "Key Personnel may not be removed by the Contractor from working under the Contract without the prior written approval of the Contract Monitor." Will the MTA please add: "Notwithstanding anything to the contrary herein, the MTA's approval of removal of key personnel shall not be unreasonably withheld."

MTA declines to make the requested change.

Appendix 2, Section

6.2.5 Page 72 of 116

Can the MTA provide the purchasing history for components and equipment related to this service?

Please see response to Question 67.

Appendix 2, Section

6.2.3 OEM

Maintenance Manuals

Can the MTA supply copies of the OEM Manuals for the locomotive and passenger vehicles?

Maintenance information for rolling stock is provided in the ITMP. Additional maintenance information for rolling stock (such as maintenance manuals) will be provided to the selected bidder as soon as possible after NTP for use during mobilization. Maintenance information for

MoW will be provided to the selected bidder as soon as possible after NTP for use during mobilization.

Appendix 2, Section

6.2.2 Equipment and

Support Maintenance

Program, G. Page

Are there any active warranties for equipment included in the maintenance scope? Can the

MTA please provide information on the configuration, warranty information, specific delivery schedule, onboard diagnostics, and in-service and tooling support information for any equipment whose delivery is currently expected?

There will be material warranties that remain active through mobilization, transition, and beyond Go Live. As this information is time dependent, this will be handled as part of the mobilization and transition process. Additionally, please see response to Question 73.

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102 General Are there any known EPA issues with the vehicles and/or the sites?

EPA issues are handled on a case by case basis. MARC diesel locomotives are certified to various emissions levels in accordance with 40 CFR Part 1033, and the emissions certificates are held by the respective manufacturers of the locomotives.

103 General Are there any known materials that do not meet today's Smoke, Flame or Toxicity requirements?

The Fire Safety Analysis for MARC rolling stock will be provided to the successful bidder upon

NTP for use during mobilization.

104 General

Because of the impossibility of estimating the costs the Contractor might incur in connection with environmental compliance as required in the Agreement, would the MTA consider reimbursing these costs to the Contractor on a time and material basis?”

Please reference Appendix 2, 7.1.4 C.

105 General Could the MTA please identify the current plans, permits, and licenses currently in possession of mts for each facility?

Refer to response #48

Appendix 2, Section

6.5.6 Materials

Inventory and Asset

Management Page 84 of 116

This section states that "material that is not OEM and/or approved by MTA is strictly prohibited." Does MTA has a list of permitted vendors, or a process for obtaining permission for non-OEM materials? If so, can either be shared with bidders?

This will be addressed in a contractor CDRL during the mobilization period. Available/relevant information will be provided to the selected bidder as soon as possible after NTP for use during mobilization.

Are there any personnel requirements for contractor labor that will be passed on to the contractor for maintenance and operations services?

Please refer to the RFP.

109 Please, provide a detailed documentation of expenditures by previous vendor Available vendor information will be provided to the selected bidder as soon as possible after

NTP.

Please, provide historical data for on time performance, revenue equipment failures, human error, track and signal failures, and employee injuries for the past 5 years or more

This information is publicly available on MTA's website: https://www.mta.maryland.gov/marc-riders-advisory-council-meeting-minutes

Please, provide all State of Good repair related reports/studies for the MARC service equipment and MTA owned/controlled infrastructure the contractors will be responsible for?

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

NTP.

Are there mandated labor rates for any groups of employees outside of The Living Wage

Law Maryland? If yes, what are they? Is contractor required to retain any existing rates for any employee groups?

Please refer to the RFP.

113 Is there priority hiring for certain employees? Please refer to RFP Appendix 2, Section 3.17.

114 Will MTA absorb personnel demobilization costs? MTA will not absorb personnel demobilization costs.

115 What is the number of depots to be supported by the contractor through this RFP? Please refer to the RFP and the Reference Documents.

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116 Please, provide an operating plan copy This is a responsibility of the contractor to provide as a CDRL during mobilization.

Will MTA ensure that track, facilities, and mechanical systems are in a state of good repair at the transition of service to the contractor? If not, will the contractor be financially responsible to upgrade the facilities to a state of good repair, or will such work be billable as extra work?

Please refer to the RFP for cost allocation methodology.

118 Who is responsible for dispatching of trains on Amtrak and CSX-owned tracks? Please refer to the RFP.

What is the condition of fork-lift and other material-moving equipment that was not visible during the onsite tour. What is the age range and condition of that?

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

NTP for use during mobilization.

Will the ongoing upgrade projects mentioned on the tour be completed or handed off to the next O&M?

The Riverside Heavy Maintenance Building (with the overhead crane, wheel true machine, and drop table) is intended to have substantial completion and occupancy in November 2022, with full operation of the building and support equipment prior to Go Live. Other projects have various timelines that are not yet fully defined.

Have you had any recordable fuel spills over the last 5-10 years? If yes, what were the specific causes?

Yes, fuel spills of various cause have occurred and been remediated.

Where do all equipment washes happen? Does everything go to DC, or are there alternative/additional sites?

Please refer to RFP Appendix 2, Section 6.2.8.

Please, share scheduled maintenance logs for shop equipment (such as cranes, drop tables, and similar equipment).

- Have there been shop equipment related delays? If yes, what were they?

- Is there additional procurement planned for this type of shop equipment? If yes, can you share the list of items planned and budgeted for?

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

NTP for use during mobilization.

Are there any US EPA designated superfund sites where the trains will be operated and/or maintained?

None of the MTA-owned/leased facilities detailed in this RFP are designated as US EPA

Superfund sites.

Appendix 2, Scope of

Work, 6.5.6 Materials

Inventory and Asset

Management L. and

M. page 85 of 116

Can MTA provide a Bill of Material, including manufacturer part number, manufacturer name, supplier name, available? Can materials be openly sourced or will MTA provide a list of approved sources?

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

NTP. Please reference the RFP for language related to where parts and materials may be sourced from.

Financial Form

Tab 8

Can MTA clarify its expectations of the skillsets for the two dedicated facilities maintenance support personnel?

The two (2) positions will work together as a team and possess skills to safely perform repairs or corrective actions to include but not limited to, carpentry, electrical and plumbing conditions.

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Appendix 2- Scope of

Work, Section 3.1.6.4

B. Key Personnel

Replacement 2) Key

Personnel Replacement

Due to Sudden Vacancy

Given that the accepted (and in most places, contractual) requirement for giving notice is two weeks, the timelines specified for the replacement of vacancies in 3.1.6.4 B are unrealistically short, particularly where vacancies are unplanned. 3.1.6.4 B) 2. specifies that a suitable replacement be identified within 15 calendar days of the actual vacancy.

Would MTA extend this requirement, permitting bidders additional time to identify and name new hires for critical positions? Particularly in the current job market, identifying and hiring highly skilled people for safety critical jobs requires more time than the RFP allows.

No change to the RFP.

Appendix 2 - Scope of

Work, Section 7.1.3

Maintenance of

Station Platforms

Section 7.1.3 states "The Contractor shall maintain all station platforms throughout the

Brunswick and Camden Lines of the MARC Commuter Rail System." However, the excel spreadsheet on the Sharepoint site labeled "Station and Facilities" shows an "X" only in the

"Signage" column of the "Platform requirements," and no other "X"s in any of the other columns identifying bidder responsibility for maintenance, including the "General" column under platforms. These are the only stations to be so marked. Can MTA confirm exactly what the bidder's responsibility for stations in West Virginia is?

Refer to Reference Documents and 7.1.3 A and B.

Appendix 2- Scope of

Work, 8.1.1 On-Time

Performance (End to

End) B. Page 102 of

This section specifies excusable causes of delay, but does not include delays attributable to dispatching or freight train interference; it is not clear whether "obstruction on the right of way" would include ongoing MOW work that delays trains, but all of these causes are obviously beyond the contractor's control. Would MTA expand the list of excusable delays to include host railroad dispatching decisions, freight train interference, and maintenance activities on the ROW?

Please refer to response to Question 119 in Addendum 3.

3.1.3 G.2.g. Key

Personel

Qualifications and

Responsibilities (chief

Mechanical Officer

This section states that the bidder will "Be responsible for the oversight and coordination of all maintenance staff, including ancillary and subcontractor staff, across all of MDOT

MTA maintenance facilities within the Martin's Airport, Frederick, Riverside, Martinsburg, Brunswick and Wedge Yard facilities." Can MTA clarify whether who will exercise supervisory responsibility over contractors performing work on these facilities that is outside of the work scope of this contract? Will it be MTA or the successful bidder?

Contractors performing work on behalf of MTA that is not directly contractually part of this

RFP at MTA facilities managed under this RFP will have oversight by MTA. Please refer to

RFP Appendix B, Section 3.9.

3.1.7 F. Utilization of

Existing Labor from the Existing

Contractor Page

Can MTA confirm that there are no outstanding 13(c) claims related to toilets on the locomotives of Camden and Brunswick line trains?

All previous 13(c) claims related to toilets on the locomotives have been resolved and MTA is unaware of…