RFP NUMBER MTR-21-014-RV_.pdf

STATE OF MARYLAND

MARYLAND DEPARTMENT OF TRANSPORTATION

MARYLAND TRANSIT ADMINSTRATION (MDOT MTA)

REQUEST FOR PROPOSALS (RFP)

METRO TUNNEL CELLULAR SERVICE

RFP NUMBER MTR-21-014-RV

ISSUE DATE: MAY 13, 2021

NOTICE

A Prospective Offeror that has received this document from a source other than eMarylandMarketplace

(eMMA) https://procurement.maryland.gov should register on eMMA. See Section 4.2.

MINORITY BUSINESS ENTERPRISES ARE ENCOURAGED TO

RESPOND TO THIS SOLICITATION.

Metro Tunnel Cellular Service Solicitation #: MTR-21-014-RV RFP Document

RFP for Maryland Department of Transportation Maryland Transit Administration Page ii of 36

VENDOR FEEDBACK FORM

To help us improve the quality of State solicitations, and to make our procurement process more responsive and business friendly, please provide comments and suggestions regarding this solicitation.

Please return your comments with your response. If you have chosen not to respond to this solicitation, please email or fax this completed form to the attention of the Procurement Officer (see Key Information Summary Sheet below for contact information).

Title: Metro Tunnel Cellular Service Solicitation No: MTR-21-014-RV

1. If you have chosen not to respond to this solicitation, please indicate the reason(s) below:

� Other commitments preclude our participation at this time

� The subject of the solicitation is not something we ordinarily provide

� We are inexperienced in the work/commodities required

� Specifications are unclear, too restrictive, etc. (Explain in REMARKS section)

� The scope of work is beyond our present capacity

� Doing business with the State is simply too complicated. (Explain in REMARKS section)

� We cannot be competitive. (Explain in REMARKS section)

� Time allotted for completion of the Proposal is insufficient

� Start-up time is insufficient

� Bonding/Insurance requirements are restrictive (Explain in REMARKS section)

� Proposal requirements (other than specifications) are unreasonable or too risky (Explain in REMARKS section)

� MBE or VSBE requirements (Explain in REMARKS section)

� Prior State of Maryland contract experience was unprofitable or otherwise unsatisfactory.

(Explain in REMARKS section)

� Payment schedule too slow

� Other: __________________________________________________________________

2. If you have submitted a response to this solicitation, but wish to offer suggestions or express concerns, please use the REMARKS section below. (Attach additional pages as needed.)

REMARKS:

Vendor Name: ________________________________ Date: _______________________

Contact Person: _________________________________ Phone (____) _____ - _________________

Address: ______________________________________________________________________

E-mail Address: ________________________________________________________________

Page iii of 36

STATE OF MARYLAND

MARYLAND TRANSIT ADMINISTRATION (MDOT MTA)

KEY INFORMATION SUMMARY SHEET

Request for Proposals Services - Metro Tunnel Cellular Service

Solicitation Number: MTR-21-014-RV

RFP Issue Date: May 13, 2021

RFP Issuing Office: Maryland Department of Transportation Maryland Transit Administration

Procurement Officer: Frank Conaway III 6 Saint Paul Street, 7th Floor e-mail:

Office Phone:

Fconaway1@mdot.maryland.gov 410-767-3576

Proposals are to be sent to: MDOT MTA Office of Procurement 6 Saint Paul Street, 7th Floor Baltimore, Maryland 21202 Attention: Frank Conaway III

Pre-Proposal Conference: TBD See Attachment A for directions and instructions.

Questions Due Date and Time June 9, 2021 at 5:00pm Local Time

Proposal Due (Closing) Date and Time:

June 28, 2021 at 2:00pm Local Time Offerors are reminded that a completed Feedback Form is requested if a no-bid decision is made (see page iv).

MBE Subcontracting Goal: 0%

VSBE Subcontracting Goal: 0%

Contract Type: Revenue Neutral – Licensing and Operating Agreement

Contract Duration: 10 year base period with two (2) five (5) year renewal options

SBR Designation: No

Federal Funding: No

Page iv of 36

TABLE OF CONTENTS – RFP

1 Minimum Qualifications

1.1 Offeror Minimum Qualifications

2 Contractor Requirements: Scope of Work

2.1 Summary Statement

2.2 Background and Purpose

3 License and Operating Agreement

4 Contractor Requirements: General

4.1 Contract Initiation Requirements

4.2 End of Contract Transition

4.3 Invoicing

4.4 Disaster Recovery and Data

4.5 Insurance Requirements

4.6 Security Requirements

4.7 Problem Escalation Procedure

4.8 Veteran Small Business Enterprise (VSBE) Reports

5 Procurement Instructions

5.1 Pre-Proposal Conference

5.2 eMaryland Marketplace Advantage (eMMA)

5.3 Questions

5.4 Procurement Method

5.5 Proposal Due (Closing) Date and Time

5.6 Multiple or Alternate Proposals

5.7 Economy of Preparation

5.8 Public Information Act Notice

5.9 Award Basis

5.10 Oral Presentation

5.11 Duration of Proposal

5.12 Revisions to the RFP

5.13 Cancellations

5.14 Incurred Expenses

5.15 Protest/Disputes

Page v of 36

5.16 Offeror Responsibilities

5.17 Acceptance of Terms and Conditions

5.18 Proposal Affidavit

5.19 Contract Affidavit

5.20 Compliance with Laws/Arrearages

5.21 Verification of Registration and Tax Payment

5.22 False Statements

5.23 Payments by Electronic Funds Transfer

5.24 Prompt Payment Policy

5.25 Electronic Procurements Authorized

5.26 Federal Funding Acknowledgement

5.27 Conflict of Interest Affidavit and Disclosure

5.28 Non-Disclosure Agreement

5.29 HIPAA - Business Associate Agreement

5.30 Mercury and Products That Contain Mercury

5.31 Location of the Performance of Services Disclosure

5.32 Small Business Reserve (SBR) Procurement

6 Proposal Format

6.1 One Part Submission

6.2 Proposal Delivery and Packaging

6.3 Volume I - Technical Proposal

7 Evaluation and Selection Process

7.1 Evaluation Committee

7.2 Technical Proposal Evaluation Criteria

8 RFP ATTACHMENTS AND APPENDICES

Appendix 1. – Abbreviations and Definitions

1 Minimum Qualifications

1.1 Offeror Minimum Qualifications

To be considered reasonably susceptible of being selected for award, the Offeror must document in its Proposal that the following Minimum Qualifications have been met:

1.1.1 The Offeror shall have experience completing a successful installation similar to the scope of work outlined in this RFP. Documents supporting this installation shall be provided along with proposal.

1.1.2 MDOT MTA will provide single tracking from Friday evening at 8:00 p.m. to Monday morning at 4:00 a.m., providing 7 full 8-hour shifts of tunnels access for the installation crews. MDOT MTA will also provide single tracking on the weekend and the carrier shall be able to continue installation during at least 5 of the 7 shifts.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

2 Contractor Requirements: Scope of Work

2.1 Summary Statement

MDOT MTA is looking to provide METRO patrons with standard cellular services within the METRO tunnels, consisting of two tunnels approximately 6.2 miles long, or 12.4 miles (65,000ft) of tunnel in total. Currently, there is no commercial communications infrastructure to allow MDOT MTA customers to utilize their personal cell phones while within the METRO tunnels. This is a safety issue as, in not providing access to a cellular signal, the person does not have the ability to reach nor be reached by emergency services.

2.1.1 It is the State’s intention to obtain goods and services, as specified in this RFP, from a Contract between the selected Offeror and the State.

2.1.2 The Administration intends to make a single award as a result of this RFP.

2.1.3 An Offeror, either directly or through its subcontractor(s), must be able to provide all goods and services and meet all of the requirements requested in this solicitation and the successful Offeror (the Contractor) shall remain responsible for Contract performance regardless of subcontractor participation in the work.

2.1.4 A Contract award does not ensure a Contractor will receive all or any State business under the Contract.

2.2 Background and Purpose

MDOT MTA desires that the carrier design, construct, install, operate, and maintain the use of a cellular telecommunications neutral host and associated Distributed Antenna System (DAS) of providing cellular voice, text, data, and video transmission services. The cellular network shall be required to be built, owned, and maintained by the carrier consistent with standard commercial cellular networks. During construction carrier must provide weekly progress schedules in coordination with MDOT MTA. MDOT MTA shall have the right to use its own staff to conduct periodic inspections of the cellular network to determine compliance with the agreement. The carrier shall be required to provide MDOT MTA with as-built drawings upon completion of each section of the cellular network infrastructure.

To provide ubiquitous cellular network connectivity to every MDOT MTA patron with a valid cell phone account and compatible mobile device. MDOT MTA requires a cellular system with seamless connectivity from tunnel entry to tunnel exit, allowing patrons to continue their conversation throughout the METRO tunnels and platforms which are owned and controlled exclusively by MDOT MTA.

MDOT MTA desires that the carrier maintains the cellular system 24 hours per day, 365 days per year, with a system uptime level of 99.9%, in a manner consistent with commercially reasonable standards. Additionally, carrier would be required to maintain a Network Operations Center (NOC) that monitors the proposed system 24 hours per day, 365 days per year.

The intent is for the carrier to recoup its costs of the cellular network by charging fees to other carriers to access the network and their patron usage. The carrier shall also be required to update MDOT MTA on potential new technologies and uses of the network.

MDOT MTA desires a schedule, from the carriers, which provides full service in a timely manner. MDOT MTA requires a high-level overall schedule that is from NTP to completion of the project, the schedule shall be part of the overall evaluation of the proposals.

3 License and Operating Agreement

LICENSE AND OPERATING AGREEMENT

for a

NEUTRAL HOST AND DISTRIBUTED ANTENNA SYSTEM

FOR UNDERGROUND WIRELESS TELECOMMUNI CATIONS

NETWORK WITHIN THE MDOT MTA METRO TUNNELS

Between

MARYLAND TRANSIT ADMINISTRATION

and

EFFECTIVE DATE:

LICENSE AND OPERATING AGREEMENT

This License and Operating Agreement (including the Exhibits attached hereto, the

"Agreement") is hereby made and entered into as of the _____ day of ______________ 20___ (the "Effective Date") by and between the MARYLAND DEPARTMENT OF TRANSPORTATION MARYLAND TRANSIT ADMINISTRATION, having a principal place of business at 6 St. Paul Street, Baltimore, Maryland 21202 ("MDOT MTA") and ___________________________________, a ___________________________________, having a principal place of business at _________________________________________ ("Licensee").

WHEREAS, MDOT MTA currently owns and operates a transit subway system in the State of Maryland, which includes eight (8) underground subway stations with two tunnel bores of approximately six (6) miles each, which are located in Baltimore City (the “Subway System”), and all of which are outlined in Exhibit B;

WHEREAS, MDOT MTA desires that Licensee, at its sole cost and expense, and pursuant to the terms and conditions of this Agreement, design, construct, own, install, operate, maintain, and sublicense the use of a cellular telecommunications neutral host and associated Distributed Antenna System capable, upon the execution of sublicense agreements with other cellular carriers, of providing cellular voice, text, data, and video transmission services to MDOT MTA's ridership within the Subway System as set forth in this Agreement (such telecommunications network and system being interchangeably referred to herein as the "Cellular System" or as the "Cellular Network");

WHEREAS, there exist multiple cellular communications carriers that could potentially provide cellular services to MDOT MTA's ridership in the Subway System as set forth in this Agreement;

WHEREAS, MDOT MTA desires that Licensee create and operate the Cellular Network in such manner as to allow as many cellular carriers as possible to provide cellular telecommunications services to MDOT MTA's ridership within the Subway System as set forth in this Agreement. As used herein, "Provider" shall mean each and any cellular communications carrier that has entered into a Sublicense Agreement, as defined below, with Licensee or a successor for use of the Cellular Network;

WHEREAS, MDOT MTA desires that Licensee, at its sole cost and expense, shall provide one cellular account/connection to each station platform allowing MTA to extend its internal network onto the station platforms using the cellular network for backhaul during the term of this agreement;

WHEREAS, Licensee desires to design, own, install, operate, maintain, and repair the cellular network; and

WHEREAS, Licensee intends to recoup the costs to be incurred by it in connection with designing, constructing, installing, equipping, optimizing and maintaining the Cellular System from the other Providers, to derive income from rental and sublicense fees paid by each Provider, and to profit from the rental and/or sublicense fees paid to Licensee by such Providers for use of the Cellular Network and, to the extent applicable, from Licensee's maintenance of the Cellular Network on behalf of such Providers;

NOW THEREFORE, the parties hereto each in consideration of the covenants and promises of the other and each for itself, its successors and assigns, do hereby agree as follows:

1.0 Permitted Use and Premises/Property

1.1 Permitted Use

During the Term MDOT MTA hereby grants to Licensee a non-exclusive license to design, construct, install, operate, maintain, use, and repair a Cellular System that will allow Providers who enter into a Sublicense Agreement with Licensee to enable any MDOT MTA rider to use their cellular devices for transmission and reception of voice, text, data and/or video information in a consistent and seamless manner (subject to normal operational delays and interruptions as are customary and usual in the cellular industry for similar types of implementations) while operating on a Cellular System installed by Licensee in the Subway System as set forth in this Agreement in accordance with terms of this Agreement (the "License").

MDOT MTA also hereby grants Licensee the right to sublicense (any sublicense shall also be non-exclusive) the use of the Cellular Network to the Providers pursuant to the terms and conditions set forth in this Agreement.

The License granted herein shall further permit Licensee to enter into agreements with other service providers such that they may offer matching cellular communication services to include data, voice, text, and video (the “Initial Services”), as such services may be upgraded, enhanced or expanded from time to time by such Providers for use by their customers, to MDOT MTA's riders' individual cellular handheld and/or portable communications devices; provided that such transmissions shall in no way interfere with the MDOT MTA's operations and use of the Premises or the Property (each as defined herein) of MDOT MTA.

Subject to and in accordance with all present and future legal requirements, Licensee covenants and agrees that it shall use the licensed area solely for purposes of installing the Cellular System pursuant to the terms of this Agreement and providing the Initial Services to transit customers and for transit purposes in the Subway System and for no other purpose or use. Licensee and its sublicensees shall not use the licensed area in a manner that violates the scope of the MDOT MTA’s existing rights.

Licensee shall treat each prospective sublicensees in a fair and reasonable manner and in accordance with all applicable laws and industry standards. Subject to all applicable law, nothing herein shall prevent Licensee from negotiating individual terms and conditions with each sublicensee.

To the extent that Licensee is itself, or through an affiliate, a provider of Initial Services, Licensee may make access to the Cellular System available to itself or its affiliate for the provision of Initial Services within the Subway System. Licensee shall not provide itself, its affiliate or a sublicensee preferential access to the Cellular System, or data transmission priority. Licensee shall not provide such access at a discounted rate or otherwise afford preferential treatment to itself or its affiliate.

Licensee shall give MDOT MTA reasonable advance notice of its desire to sublicense to any sublicensee and shall always keep MDOT MTA generally apprised of the status of its negotiations with sublicensees during the Term (as hereinafter defined).

1.1.1. Additional Services.

Any and all new uses of the Cellular Network components, other than for the provision of the Initial Services, constitute "Additional Services." No license to provide Additional Services is being granted or provided pursuant to this Agreement, and Licensee is not obligated to provide any Additional Services unless and until it submits a proposal for Additional Services, the proposal is accepted and approved by MDOT MTA, and this Agreement has been amended in writing by the parties to expressly provide for such Additional Services.

Licensee may request a change in the type of equipment permitted at any approved location and/or may request a change in the permitted use of the Premises to enable the Providers to offer Additional Services via the Cellular System. All requests for changes are subject to the prior written approval of MDOT MTA, which may be withheld in its sole discretion. Licensee is encouraged to suggest changes to update, modernize, and promote the highest and best use for each approved location in order to maximize the benefits to MDOT MTA's customers and MDOT MTA's and Licensee's revenues from the License.

1.1.2. Other Licenses.

MDOT MTA agrees that during the Term of this Agreement, it will not grant any other license, lease or easement to any other third party to build a Cellular System in the Subway System to provide cellular telecommunication services Initial Services to MDOT MTA's ridership while said riders are within the Subway System unless permitted pursuant to this agreement.

1.1.3. Permitted Use and Access.

Licensee's use of the Property and access to the Property is restricted solely to the Licensee for survey, installing, testing, operating, repairing and removing the Cellular Network (including the Base Station Equipment Space as defined below) as required so that the Cellular System, with the addition of the necessary and MDOT MTA approved Provider-Owned Equipment, is sufficient for use by the Providers for the provision of the Initial Services to their customers while using the Subway System and other underground locations of other MDOT MTA rail operations set forth in this Agreement. Access to all existing and future stations within the Subway System and tunnels for all construction and maintenance of the cellular telecommunication system infrastructure is subject to MDOT MTA access procedures and approvals.

1.1.3.1 General Standards Governing Use

No Interference with Subway Operations. Nothing in this Agreement shall be construed to permit or authorize in any way any interference by the Licensee or Sublicensees with the construction, operation and maintenance of the Subway System. The construction, operation and maintenance of the Cellular System by Licensee shall be done in such a manner which does not materially interfere with the business of MDOT MTA, or their construction or operations activities. Licensee will not store construction equipment or materials on MDOT MTA property unless approved by MDOT MTA, as applicable. The foregoing notwithstanding, in the construction, operation and maintenance of the Subway System, MDOT MTA shall exercise such legal and contractual rights and remedies as it may now or in the future have, if any, to cause all third party users of the Subway System, in good faith, to cooperate with Licensee and the Sublicensees to avoid or reduce, to the extent MDOT MTA, as applicable, in good faith determines practicable, interference with Licensee's construction, operation and maintenance of the Cellular System.

1.1.4. Service Obligations

Except as otherwise specifically set forth in this Agreement, Licensee shall, at is sole cost and expense, keep the Cellular System operable and in good order, maintenance and repair. Licensee shall undertake all monitoring and maintenance and make all repairs and replacements, ordinary, as well as extraordinary, foreseen and unforeseen, which may be necessary or required so that at all times the Cellular System and any alterations to it are operable and in thorough good order, condition and repair.

Licensee covenants with MDOT MTA that Licensee will exercise reasonable diligence, employ sufficient personnel and consistently direct its personnel to undertake commercially reasonable efforts to maintain the Cellular System and the services provided thereon twenty-four (24) hours per day, three hundred sixty five (365) calendar days per year except during scheduled maintenance periods, with a system uptime level (expressed as a percentage) of 99.9%, in a manner consistent with commercially reasonable standards, and in compliance with applicable federal, state and local laws and regulations as they are amended from time to time.

Licensee covenants with MDOT MTA that Licensee will maintain a Network Operations Center (NOC) that monitors the proposed system twenty-four (24) hours per day, three hundred sixty-five

(365) calendar days per year.

All reported outages shall be addressed by Licensee within two (2) hours of the outage report to Licensee. Daily report of outage status shall be required.

2.0 Cellular Network.

The Cellular Network, including, without limitation, all equipment necessary to operate the

Cellular Network, shall be located within or outside of the Base Station Equipment Space (as defined below) and tunnel bores, and shall be built and maintained by Licensee in a manner consistent with the specifications set forth herein and standard cellular operating uptimes.

Licensee shall be required to design, install and operate, at its sole cost, the Cellular System in the Premises locations with the system specifications described in this agreement. All equipment installed shall be new and the Cellular Network shall accommodate the following:

• Have the capacity to permit each Provider licensed by the Federal Communications Commission ("FCC") or (as otherwise permitted by the FCC for "unlicensed" cellular operations) to provide the Initial Services as of the applicable service commencement date set forth in such Provider's Sublicense Agreement, in accordance with the terms of the Sublicense Agreement and all applicable laws, rules, and regulations, including those of the FCC;

• Meet all Federal, State, and Local regulations for operating a commercial cellular system to include 911 requirements.

• Meet the reasonably foreseeable future demands of existing and new Providers;

• Meet the industry standards for up-time operation and availability.

• Not interfere with and meet existing and future MDOT MTA signal and communications systems with respect to applicable FCC interference definitions; the execution of an Intermodal study to demonstrate non-interference with other frequencies currently within the Subway System.

2.1 Premises.

The portion of the Subway System where the Cellular System is to be installed (the "Premises") is more fully described and outlined in Exhibit B, attached hereto and incorporated herein.

The exact locations of the equipment elements and components of the Cellular System will be determined jointly by MDOT MTA and Licensee. MDOT MTA reserves the right, at its sole discretion, to accept or reject any location proposed by Licensee.

Licensee has inspected the Premises and the Property (defined below) prior to its execution of this Agreement and accepts the Premises for its use on an "as is" basis. MDOT MTA makes no representations about the condition of the Premises and the Property and Licensee accepts all risks associated with its equipment, systems, employees, contractors, subcontractors being on the Premises and the Property and any MDOT MTA property on which the Premises is located, which is adjacent to the Premises or which is utilized to access the Premises and the Property, except for any harm to Licensee which is solely the result of MDOT MTA's gross negligence or willful misconduct. The Licensee acknowledges that it has taken reasonable commercial steps required to satisfy itself that MDOT MTA has title to the Property prior to its having executed this Agreement. Except as otherwise provided in this Agreement, MDOT MTA makes no representations or warranties with respect to the licensed area or the suitability of the licensed area, for installation of the Cellular System.

2.2 Base Station Equipment Space

Licensee will locate its central equipment room for the Cellular System (the "Base Station Equipment Space") in a mutually agreeable location on the Premises. Licensee shall have the right to locate its Base Station Equipment Space in one or more of the subway stations included in this agreement.

Promptly following the parties' mutual agreement upon the location and dimensions of the Base Station Equipment Space, their duly authorized representatives shall execute a written supplement to this Agreement (the "Base Station Equipment Space Supplement") clearly identifying and more fully describing the Base Station Equipment Space.

Any portion of MDOT MTA Property that contains the Licensee's cable ("Licensee's Cable) connecting the Base Station Equipment Space to the Cable (defined below) and all Cable connecting to the Cellular System from the point where Licensee's Cable enters onto MDOT MTA Property shall be considered a part of the Premises for all purposes under this Agreement.

2.3 Operation and Maintenance:

Licensee shall be solely responsible for monitoring, operation and maintenance of the Cellular System and host, including frequency allocation for the term of this agreement. Licensee shall effectively and efficiently operate and maintain each component of the Cellular System, base stations, and all hardware and software necessary for its efficient operation. Licensee shall be responsible for all aspects of the day-to-day operation, maintenance and management of the Cellular System and shall have sole responsibility for all associated costs and operation.

3.0 Progress Schedule:

A. General:

1. Full compliance with the following schedule submission requirement is essential to insure the timely processing of progress of progress payments.

2. The Contractor shall prepare and maintain a detailed progress schedule. This schedule shall be the Contractor's working schedule and shall be used to plan, organize and execute the work; record and report actual performance and progress; and forecast remaining work.

3. The Primavera Project Planner (P3) software shall be required for analysis, updating and reporting progress. The software shall be suitable for use on IBM compatible computers using the Microsoft Windows NT operating system.

4. Schedule work such that any specified intermediate milestone(s) and completion dates are met as specified in these Special Provisions.

5. The initial baseline schedule submittal shall reflect zero status, addressing the Contract work as viewed from Notice to Proceed looking forward in time.

6. Qualifications:

a. Within thirty (30) days after Notice to Proceed submit for approval a statement of network analysis capability to the engineer verifying that either the Contractor's organization has "in-house" capability qualified to satisfy the requirements of the specification, or that the Contractor employs a consultant or firm which is so qualified. Verify capability by description of the construction projects to which the Contractor or his consultant has successfully applied P3 or equal network schedule analysis. Include a minimum of two projects valued at least half of the value of this Contract and which were controlled throughout the duration of each project by means of periodic duration of each project by means of periodic systematic review of a network schedule.

b. Maintain on the job site a full-time scheduler trained in the use and application of the P3 scheduling system who will have primary responsibility for monitoring progress and providing computer input for updating the Progress Schedule and revising the logic when necessary.

Submit the proposed on-site scheduler's qualifications for approval within thirty (30) days after the Notice to Proceed.

B. Progress schedule:

Using the Primavera Project Planner (P3) software, develop a precedence schedule to include the dates the Contractor intends to start and complete all items of the Contract work and submit to the Engineer within thirty (30) days after the Notice to Proceed.

1. Required Submittals:

a. Five (5) copies of a time scaled bar chart derived from the P3 schedule data, reflecting the Contract milestone(s) and Contract completion dates.

b. Provide a CD-R of the P3 schedule data, properly labeled with contractor's name, contract title, contract number and access code(s).

c. Five (5) copies of a narrative containing supplementary information describing the construction methods and any resource restraints to enable the Engineer to evaluate the schedule for its usefulness as a valid and workable project control tool. Include in this narrative an explanation of activities where the computerized activity description is insufficient to determine the intended scope. Also, include an explanation of any schedule restraints that were used or a statement that none have been used.

2. Construct the schedule to indicate a logical sequence of required work and major restrictions from the availability and use of manpower, materials and equipment. Include all activities of subcontractors and suppliers.

3. In the Progress Schedule, provide enough detail so that the Contractor can properly control the Contract work and the Engineer can readily monitor and follow progress of the Contract work. The schedule shall reflect on time completion of contractually specified intermediate milestone(s) and completion dates. The degree of detail shall be to the satisfaction of the Engineer. As a minimum the following factors shall have a bearing on the required depth of activity detail:

a. The types of work to be performed.

b. Design, procurement, fabrication, delivery, installation and test activities for major systems and equipment.

c. Access and availability to work areas.

d. Delivery of any Administration furnished equipment.

e. Interfaces and dependencies with preceding, concurrent and follow-on contractors.

f. Plans for subcontract work.

g. Manpower, material and equipment restrictions.

h. Planned normal workweek and planned exceptions for installation activities.

4. Except for non-construction activities, such as procurement of materials, delivery of equipment, or other such activities as may be approved by the Engineer, do not make activity durations in excess of ten (10) working days.

For other long activities (construction or other), subdivide the activity showing an estimated time for an appropriate percent completion or other significant milestone. All durations shall be the result of definitive manpower and resource planning under contractually defined work conditions and shall be in units of whole working days.

5. A unique activity numbering system may be used to code or identify activities by bid items, work items, areas, procurements or subcontractors. If subnetworks are used, no two activities shall bear the same activity number or description.

C. Administration's Review and Approval:

1. After submission of the complete schedule submittal, the Contractor shall participate in a conference with the Engineer to appraise and evaluate the proposed schedule and make any revisions necessary as a result of this review.

The complete revised schedule shall be resubmitted within fifteen (15) calendar days after the conference.

2. When the Progress Schedule and Narrative documentation satisfy the Specification requirements and completion dates the Engineer will approve the Contractor's submittal.

D. Monthly Progress Schedule Updates:

1. Prior to the formal submittal, the parties shall participate in a pre-update conference to verify progress and review update modifications to the Progress Schedule.

2. Within five (5) says subsequent to the pre-update conference submit:

a. Five (5) copies of a time scaled bar chart derived from the updated P3 schedule data.

b. A 3.5 - inch computer diskette(s) or CD-R of the updated P3 schedule data, properly labeled with contractor's name, contract title, contract number and access code(s).

c. Five (5) copies of a narrative, covering as a minimum:

i. A description of physical progress during the report period.

ii. Problem areas, current and anticipated.

iii. Delays incurred during the report period and an explanation of the same.

iv. Delaying factors, their impact and an explanation of corrective actions taken or proposed to mitigate those delays.

v. Changes in activity duration including an explanation.

vi. Changes in activity sequence including an explanation.

vii. Listing with explanation of added activities.

viii. Listing with explanation of deleted activities.

ix. Explanation of any schedule restraints that were used or a statement that none have been used.

x. Plans for forthcoming report period.

3. Submit, for approval, a revised Progress Schedule in the same form as set forth in Article 1.02.B above, when one or more of the following conditions occur:

a. When a change or delay significantly affects any specified intermediate milestone date, the completion date or the sequence of activities.

b. When the Contractor elects to change a sequence of activities affecting any critical path or to significantly change the previously approved schedule submitted.

c. When, in the opinion of the Engineer, the status of work is such that the Progress Schedule and Narrative documentation are no longer representative for planning, executing and evaluating the work.

4. The monthly payment estimate will not be processed prior to the Engineer's approval of the monthly Progress Schedule update.

4.0 Change Orders, Delays and Time Extensions:

1. When proposed changes are initiated or delays are experienced submit to the

Engineer in writing:

a. Time Impact Analysis illustrating the influence of each change or delay on any specified intermediate milestone date or completion date. The Time Impact Analysis is to include, as a minimum, what critical path activities are affected on what specific workdays and why for each activity for each workday. Also, if the claim is for more than one contract milestone, the time impact Analysis is to address each contract milestone individually.

b. A proposal demonstrating how the Contractor plans to incorporate the change or delay into the current Progress Schedule with minimal impact to milestone completion dates. Justification of the plan shall be based on revised activity logic and/or durations in addition to such other supporting evidence, as the Engineer deems necessary.

c. Submit five (5) copies of each Time Impact Analysis and schedule Revision Proposal within thirty (30) days after the delay occurs or notice of direction is given to the Contractor.

2. The Engineer will, within a reasonable time after receipt of the Contractor's Time Impact Analysis and Schedule Revision Proposal, review the submittal and advise the contractor in writing thereof. Upon agreement by both parties the appropriate revisions shall be incorporated into the Progress Schedule at the next monthly update.

3. It is understood and agreed that the schedule float time is not for the exclusive use of either the Administration or the Contractor. Extensions of time for performance under any and all of the provisions of this Contract will be granted only to the extent the equitable time adjustment for activities affected exceed the total float along the paths involved.

4. Where the Engineer has not yet made a final determination, or the parties are unable to agree on the schedule revisions or time extensions, if any, the Contractor shall incorporate such revisions as the Engineer may determine to be appropriate for such interim purposes. It is understood and agreed that any such interim determination for the purpose of this paragraph shall not be binding on either party for any other purpose and that, after the Engineer has made a final determination the Contractor shall revise the Progress Schedule in accordance with the final decision.

The rights granted pursuant to this Agreement are subject to all the terms and conditions set forth herein. During the Term, Licensee may use the Cellular Network only for the usual legally permitted purposes that an entity that is in the business of providing facilities for the transmission and/or reception of voice, text, data and/or video information would use such Cellular Network and may enter the Premises and Property only in connection with work related to the Cellular Network and other uses specifically permitted pursuant to this Agreement.

4.0 Marketing.

4.1 Diligently Market Cellular Network.

Licensee shall, throughout the Term, diligently market the use of the Cellular Network to all

Providers who are using or who would likely have an interest in using the Cellular Network pursuant to the terms of Licensee's Sublicense Agreement for the Network. Licensee shall report to MDOT MTA on a regular basis (but not less frequently than quarterly) about the results of its efforts. It is paramount to MDOT MTA that all patrons an all cellular carriers are provided service. MDOT MTA will not allow the Cellular System to be operational without the minimum participation by Verizon, AT&T, and Sprint/T-Mobile providing service.

4.2 Ongoing Research.

Licensee shall stay current on technological improvements and market demand in order to determine when, in its reasonable commercial judgment, new services of a type that would be included either in the Initial Services or in the Additional Services should be added. Licensee shall report to MDOT MTA on a regular basis on the state of the marketplace, technology, marketing, and suggested new uses. MDOT MTA shall have the right to request this information from Licensee from time to time (but not more than twice per year).

5.0 Term

While this Agreement shall constitute a binding obligation of each of the parties as of the

_________________, 20___ Effective Date set forth above, the term ("Term") of this Agreement shall extend for a period of ten (10) years commencing on ________________, 20___ (the "Commencement Date"). The first year of the Term (the "Installation Term") shall be free of fees and used as an installation period for build-out and startup. Years two (2) to ten (10) shall be known as the "Operating Term" whether or not Licensee has completed its installation during the installation term.

This Agreement may be extended for two additional five (5) year(s) term by written mutual agreement of MDOT MTA and Licensee. Any extension shall be subject to a negotiated readjustment of any fees (as hereinafter defined) but shall otherwise be on the terms and conditions set forth herein.

6.0 Consideration

6.1 Letter of Credit and Performance/Payment Bonds.

Licensee shall obtain payment and performance bonds from any contractor directly retained by Licensee to construct and install the Cellular System in the Premises and, if applicable, the Optional Premises (collectively, the "Bonds"). The penal amount of each of the Bonds shall be one hundred percent (100%) of the amount of the price for the services to be performed by the contractor pursuant to the contract in question. Each performance Bond shall guarantee the faithful and timely performance of Licensee's contractor's obligations in accordance with the terms and conditions of the contract in question and shall name Licensee and MDOT MTA as co-obliges. The Bonds shall be issued by admitted surety insurers having an A.M. Best Rating of A- or better and Class VII or larger. Surety must be pre-approved by MDOT MTA. If MDOT MTA approval is denied, Licensee shall, at its cost and expense, use commercially reasonable efforts to identify a substitute surety acceptable to MDOT

MTA.

6.2 No Set Off.

Licensee shall have no right to set-off against any fee or other payment due under this Agreement, except as hereinafter provided, for any sums which Licensee may believe are due to it from the MDOT MTA for any reason whatsoever.

6.3 Interest.

If any amount to be paid by Licensee hereunder is not paid on or before the tenth (10th) business day after the due date thereof, MDOT MTA may assess a late payment charge equal to five percent (5%) of the amount of such delinquent payment in addition to the installment then owing.

7.0 Sublicensing; Inspections

7.1 Sublicensing.

Licensee shall, upon the execution of this Agreement, negotiate and use its good faith and commercially reasonable efforts to enter into Sublicense Agreements with other Providers that wish to provide their services over the Cellular Network. The Sublicense Agreements shall include commercially acceptable sublicense fees and such other terms and conditions as deemed to be necessary and appropriate by Licensee.

All Sublicense Agreements and, if applicable, Licensee-Provider financing agreements (and amendments thereto), shall be subject to the prior review and approval of MDOT MTA. Licensee shall treat every Provider in a fair and impartial manner, in accordance with all state and Federal laws.

Nothing herein shall prevent Licensee from negotiating individual terms and conditions with each Provider which may differ, depending upon when the Provider agrees to utilize the Cellular Network, the upfront access fee to be paid, the length of the term of the Agreement, as well as other terms and conditions of such Providers' Sublicense Agreement. Licensee shall give MDOT MTA reasonable advance notice of its desire to sub-license to each specific Provider and shall always keep MDOT MTA apprised monthly of the status of its negotiations with Providers during the Term. Subject to the terms and conditions of this Agreement, the Sublicense Agreements will incorporate all operating requirements and limitations reasonably required by MDOT MTA and shall include such additional terms and conditions that MDOT MTA deems reasonable and necessary to protect its interests. MDOT MTA shall be given copies of all signed Sublicense Agreements and amendments thereto.

MDOT MTA shall have the right to audit the records of the Licensee and Providers related to payments made by other Providers to the Licensee and payments made by the Licensee to MDOT MTA.

There shall be no amendments to executed Sublicense Agreements that adversely affect MDOT MTA's interests without the prior consent of MDOT MTA, which may be provided or withheld at its sole discretion.

Licensee hereby conditionally assigns and shall be deemed to have conditionally assigned all of its rights to and under all of the executed Sublicense Agreements to MDOT MTA. As long as there is no default by Licensee under this Agreement or the Sublicense Agreements, Licensee shall exercise all rights as if it was the owner or holder of the Sublicense Agreements. However, Licensee is not and shall not be MDOT MTA's agent and the Licensee's actions shall not be imputed to MDOT MTA for any purpose or reason.

Licensee shall provide MDOT MTA with immediate written notice of any default by either Licensee or a Provider under any Sublicense Agreement and shall apprise MDOT MTA of any activities reasonably likely to result in a default under any Sublicense Agreement. The Sublicense Agreements shall require each Provider to notify MDOT MTA of any Licensee default under the Sublicense Agreement. Immediately upon the occurrence of a default of Licensee under this Agreement which default is not cured after written notice and the expiration of the applicable cure period, or any material default by the Licensee under any Sublicense Agreement that is not timely cured pursuant to the timeframe(s) set forth in the relevant agreement, the rights described herein shall, upon written notice from MDOT MTA, cease and terminate, and MDOT MTA is hereby expressly and irrevocably authorized, but not required, to exercise every right, option, power or authority inuring to Licensee under any one or more of the Sublicense Agreements as fully as Licensee could itself, provided Licensee has defaulted and has not timely cured after notice from MDOT MTA. Licensee releases MDOT MTA from any and all liability arising out of or related to MDOT MTA's exercise of rights under this conditional assignment.

7.2 Inspection of Cellular Network.

MDOT MTA shall have the right to use its own personnel or contractors to conduct periodic inspections of the Cellular Network, including the portions of the Cellular Network in the Base Station Equipment Space and areas of the DAS installation to determine compliance with the provisions of this Agreement. MDOT MTA, shall at all times have full access to the work being performed by or under the responsibility of Licensee.

8.0 Construction and Installation

8.1 Network Requirements.

Licensee shall be required to design, install and operate, at its sole cost, the Cellular System in the Original Premises locations per attached Exhibit B with the system specifications described in Exhibit A. All equipment installed shall be new and the Cellular Network shall accommodate the following:

A) Have the capacity to permit each Provider licensed by the Federal Communications Commission ("FCC") or (as otherwise permitted by the FCC for "unlicensed" cellular operations) to provide the Initial Services as of the applicable service commencement date set forth in such Provider's Sublicense Agreement, in accordance with the terms of the Sublicense Agreement and all applicable laws, rules, and regulations, including those of the

FCC;

B) Meet the reasonably foreseeable future demands of existing and new Providers; and C) Not interfere with and meet existing and future MDOT MTA signal and communications systems with respect to applicable FCC interference definitions.

8.2 Construction and Installation Plan.

Submission of Plans and Specifications. Licensee shall submit a construction and installation plan and detailed specifications for the Cellular Network (the "Plans and Specifications") to MDOT

MTA. The Plans and Specifications shall include a description of all materials to be used and an access plan addressing proposed points of ingress and egress, proposed methods of construction and installation and a proposed schedule for completion of each segment or phase of construction (the "Access Plan").

Once approved, the Plans and Specifications shall be referred to herein as the "Construction Plan" and shall automatically be deemed incorporated into and considered a part of this Agreement as an Exhibit E. Licensee shall not enter the Premises or the Property for installation purposes until the Construction Plan has been approved in writing by MDOT MTA. For entries onto the Premises or the Property that have not been pre-approved in the Access Plan, see the notice requirements and other provisions in this Agreement.

For the installation on the Premises, Licensee must submit Final Plans and Specifications to MDOT MTA within ninety (90) days of the License Commencement Date, unless otherwise agreed.

MDOT MTA shall have up to sixty (60) days to review and approve the Final Plans and Specifications.

Upon its receipt of written approval by MDOT MTA, Licensee may begin improvement activities in accordance with any restrictions or conditions that MDOT MTA may require. All Final Plans and Specifications must be stamped by a State of Maryland licensed architect and/or engineer.

The Construction Plans shall be consistent with the terms and conditions of each Provider Agreement and shall address the construction and delivery of the equipment and systems for each Provider.

All contracts for the design and construction of the Cellular Network (the "Construction Documents") shall be reviewed, accepted, and approved by MDOT MTA. No changes shall be made in

(i) the Construction Plan (ii) the terms and conditions of the Construction Documents or (iii) the identity of the designer and/or the contractor without MDOT MTA's prior written consent.

Adherence to Sound Engineering Practices. Licensee shall ensure at all times that (i) the design and construction/installation, repair, and replacement of the Cellular Network and any Improvements (defined below) belonging to the Providers will comply with:

Sound electronic and engineering practices;

The engineering and safety rules and regulations imposed by any and all governmental authorities having jurisdiction thereof or of transit operations, including but not limited to the FCC;

Appropriate standards of recognized industry and professional associations, including but not limited to, as applicable, the Safety Rules for the Installation and Maintenance of Electric Supply and Communications Lines, National Electrical Safety Code Handbook, Part 2; and

MDOT MTA standards for engineering and safety (including tunnels and other locations), pipeline occupancy, wire, conduit and cable occupations, which standards shall be made available to Licensee upon request.

Except as otherwise required by law, the standards for design and construction with which Licensee's and the Providers' equipment must comply shall be those standards in effect at the start of construction of the applicable phase. The equipment and devices to be used to construct the Cellular System and its installation, relocation, or removal of Licensee's and Provider's equipment must be approved in advance and in writing by MDOT MTA.