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Central Florida Commuter Rail Transit (CFCRT) Operations and Maintenance RFP-DOT-12-13-5002-O & M

1 December 20, 2012

1. Please clarify what material (including fuel) in providing the O&M services is to be provided by FDOT and what material is to be provided by the O&M contractor and included in their lump sum pricing.

Response: The Support Inventory and Fuel are to be provided by FDOT. All other

materials, including the replenishment of the support inventory are to be provided by the O&M Firm.

2. Please clarify how starting inventory and inventory owned by the DBM are to be

transferred (or purchased) to the O&M contractor. Response: The Support Inventory is to be owned by the Department. The O&M Firm is

responsible for the storage and security of the Support Inventory and replenishment of same upon use.

3. Please clearly identify the delineation of scope for Equipment Maintenance

between Amtrak and the O&M contractor and explain how the material utilized for equipment maintenance is to be procured, and provided for in the O&M lump sum pricing.

Response: The equipment maintenance between the O&M Firm and Amtrak is clearly

defined in the RFP. The O&M Firm is responsible for providing consumables to Amtrak for the 92-day, 184-day and annual maintenance efforts.

4. Please clarify the role that the O&M contractor is expected to play in Testing &

Acceptance of equipment, plant, and facilities. (Section 2.2.7.1 states that “The O&M Firm shall be responsible for verification of contract acceptance testing of rolling stock (vehicle vendors), Service Property (DBM Firm), and fare collection system (Manufacturer).” Is the intent that O&M will partake and provide input into contract acceptance testing, or that the O&M Firm is responsible for the approval and acceptance of contract acceptance testing? Similarly in 2.2.7.5 on reliability testing, is the intent that the O&M Firm will perform relevant sections of the testing and supply data to the DBM, or that the O&M Firm will take responsibility for the completion and acceptance of these tests?)

Response: The O&M Firm shall participate in the acceptance and testing of the system

components as described in the RFP. The O&M Firm’s participation shall be at the level so the O&M Firm accepts the system from FDOT. FDOT will approve and accept the testing, integration and commissioning. The O&M Firm will not be responsible for conducting the testing, only oversight/observation.

5. Please explain the contract liability and indemnification arrangements, and clarify

what role, if any, FDOT will play in the provision of indemnification of the contractor, and insurance for the commuter rail operations and maintenance.


2 December 20, 2012

Response: The contract speaks for itself. 6. Please allow the O&M bidders access to assess the condition of the St. Johns

River Bridge during the site visit. Response: An inspection of the bascule bridge over the St. Johns River is scheduled for

December 20, 2012. 7. Please consider providing answers to questions throughout the procurement

process. December 28th is too late in the process for bidders to have their questions answered.

Response: Questions received prior to the dates in the RFP will be provided responses.

Questions received after the dates in the RFP may not receive responses. 8. Given the short time frame to respond to this RFP, the limited information

available, and the cursory nature of the site visit, it appears inherently unfair for members of the DBM team to participate in the competition for the O&M contract. By nature of their work as the DBM, these firms will have superior knowledge of existing conditions and the new construction that will allow them to develop a more detailed and uniquely targeted technical proposal. They will have a better understanding of the maintenance needs of the system and its related cost, and they have current experience working through the administrative requirements of Sun Rail contracts. They may also be able to spread costs and profits over their existing contracts and the new operations and maintenance contract and lower their mobilization effort as well, especially when it comes to staffing the new contract. All of this will lead to a better informed price proposal with a better chance of winning. Furthermore, it is questionable how they will be able to fairly function in the role as O&M provider in assisting FDOT in testing and acceptance of the DBM’s work. We respectfully request that firms with significant involvement in the engineering, design, construction, and maintenance of the project be prohibited from bidding. As an alternative please consider extending the bid period for this operations and maintenance contract to allow others the opportunity to gain equal knowledge and to develop their best technical and price proposal for Sun Rail.

Response: The firms on the short-list have no involvement in the current design, construction

or maintenance of the corridor. 9. Request for Proposal Exhibit A Section 2.2.6.6 - The O&M Firm shall operate and

maintain existing hardware to be re-used, as directed by the Department. The O&M Firm shall replace any existing hardware that does not meet the software


3 December 20, 2012

vendor’s recommended configuration with new hardware that meets or exceeds the recommended configuration by the Revenue Services Date.

Please provide a list of the existing hardware that will be provided by the DBM and the Department wants the O&M Firm to re-use.

Response: Dell Precision T5600 workstations and Dell PowerEdge R620 Servers are being

installed at the OCC and network servers within OCC building. 10. Request for Proposal Exhibit A Section 2.2.6.6 - O&M Firm shall install,

configure, operate and maintain any software provided by the Department for use on the O&M Firm Computer Network at the OCC. Please provide a list of the software that will be provided by the Department.

Response: At this time no software is anticipated to be required by the Department. 11. Request for Proposal Exhibit A Section 2.6 - The Department will provide their

latest version of the Rail Management Information System (RMIS) that has been developed during SunRail’s commuter system construction to the O&M Firm. Is the current RMIS home grown or commercial?

Response: RMIS is comprised of two commercial programs Railway Daily Operations

Control Systems (RailDOCS) (http://www.rmiondemand.com/) and Cobra Business Operations Software (http://www.cobra-usa.com/). The DBM also utilizes Microsoft Office software for many of their required reports. Which consultant firm help to develop / implement the existing modules?

Response: RailDOCS is developed by rmi, a GE Transportation company. Cobra Business

Operations Software is developed by Cobra Business Operations Software, Inc. Microsoft Office is developed by Microsoft.

Is the RMIS a web-based software?

Response: RailDOCS is web based. COBRA and Microsoft Office are hardware software. What is the annual cost of the licenses and maintenance fees? Response: RailDOCS contract information can be obtained from RailWorks Track Systems.

COBRA software can be obtained from RailWorks Track Systems.

Is there a maintenance agreement in place with the software vendor for the existing RMIS?

http://www.rmiondemand.com/

http://www.cobra-usa.com/


4 December 20, 2012

Response: RailDOCS maintenance agreement is contained within RailWorks Track Systems

contract with GE/RMI. If so, will that agreement transfer to the O&M Firm?

Response: Licenses will be provided to the O&M Firm. 12. Request for Proposal Exhibit A Section 2.6.6.4 - The O&M Firm will need to

procure and incorporate the following systems into the comprehensive RMIS…. Relative to the additional modules that the contractor needs to implement, can they be purchased or do they need to be developed? Are there specific requirements for these modules?

Response: The RFP describes the requirements of the modules. The O&M Firm is to

determine which software to be used. 13. Request for Proposal Exhibit A Section 2.6.6.5 - Train Operations Monitoring

System and Dispatching System Do we need to implement a new Train Operations Monitoring System and Dispatching System or is there an existing system that we can take over? If we are taking over an existing system, what software and maintenance requirements come with it?

Response: The Train Operating and Monitoring System and Dispatching System is the

responsibility of the O&M Firm as described in Section 2.6.6.5 The Dispatching System (CAD) will be provided to the O&M Firm and is based on the Ansaldo NextGen Dispatch software. All system software and hardware will be new. O&M Firm will be responsible for providing the necessary expertise to operate and maintain this system including but not limited to troubleshooting communications and CAD system failures, software and hardware upgrades, computer network system preventative maintenance, CAD database changes using Ansaldo’s System Configuration Toll (SCT) and system security.

14. Request for Proposal Exhibit A Section 1.1.1 - The Department purchased the 61-

mile CSXT A-Line railway ROW from CSXT on November 3, 2011. The Department is the owner and responsible for maintenance along the entire railroad corridor. In Scope of Services Section 1.1.2, it breaks the system into 3 phases (IOS, Phase 2 North and Phase 2 South). In the price proposal, is the MOW work to cover the entire 61 mile corridor or just the IOS with Phase 2 North and Phase 2 South MOW added later as described in Section 18 of the Scope of Services?


5 December 20, 2012

Response: Maintenance of way is for the full 61-mile corridor. 15. Request for Proposal Exhibit A Section 6.2 - The section gives the following

information concerning other agencies accessing the tracks.

• Weekdays o Exclusive passenger use 12 hrs/day o Exclusive freight use 5 hrs/day o Mixed traffic use 7 hrs/day

• Weekends o Mixed traffic use 24 hrs/day

• Amtrak use – weekdays o 6 Amtrak trains per day – between 0530 and 1600

Please provide how many trains will be operated by CSXT and FCEN each day on the Corridor and the annual gross tonnage of those trains.

Response: See the CFOMA for train operations. 16. Request for Proposal Exhibit A Section 2.2.2.1 - Dispatching Training with CSXT

– CSXT will provide orientation and training using CSXT's (US&S) dispatch simulator to instruct the Department personnel and O&M Firm personnel involved in dispatching of the corridor. The training shall take place at least 30 days prior to the transfer of dispatch services to the O&M Firm and shall not exceed 20 days (with a maximum class size of eight (8)). The trainees will consist of the O&M Firm personnel responsible for dispatching the corridor. Are there any training costs other than travel and wages to be paid for by the O & M Firm?

Response: No. 17. Request for Proposal Exhibit A Section 2.2.6.2 - The O&M Firm shall have

qualified staff on site prior to the start of shadow mode operations. It is anticipated that shadow mode will begin no later than April 2013.

Is April 2013 still being considered the start for the shadow mode?

Response: Yes 18. Request for Proposal Exhibit A Section 2.2.4.5 - The DBM Firm shall provide the

O&M Firm with keys for existing systems locks (switch locks, track, structures padlocks, etc.) and the O&M Firm shall acquire any additional keys and locks as needed. The DBM Firm shall provide the O&M Firm with keys, access codes or


6 December 20, 2012

access cards for the VSMF Yard, the OCC, the S&I Shop and any other secured facilities. The O&M Firm will change the access codes and access card authority as soon as possible after the Department’s final acceptance of the DBM Firm construction work to limit access to the CFRC facilities to the O&M Firm personnel and the Department. If there are access cards being provided are they from a local security system provider who is monitoring the system? Please identify the provider and will the O&M firm be responsible for costing the monthly service charges in the Lump Sum?

Response: The vendor for the access has not yet been determined. 19. Request for Proposal Exhibit A Section 2.2.6.5 - The O&M Firm shall be

responsible for placement of No Trespassing signs, provided by the O&M Firm, at the VSMF facility, and at other locations at the direction of the COO.

If the O&M Firm is to provide the above, please provide a count of the number required and size and a specification as to lettering size, Dual language requirements, materials etc.

Response: Assume 150 18” x 24” post mounted signs per year, meeting FDOT sign

reflectivity requirements. Specifications for the signs will be provided to the successful O&M Firm.

20. Request for Proposal Exhibit A Section 2.3.5.6 - The O&M Firm shall be

responsible for the payment of all utility services in the Service Property.

This shall include all power, water, sewer, internet, and other utilities required to operate and maintain the Service Property, except for the station platforms.

Please clarify if these payments are included as part of the monthly invoice as a pass through or included as part of the Lump Sum.

Response: Yes it is included in the Lump Sum. 21. Request for Proposal Exhibit A Section 4.9.2 - O & M Firm shall couple and

move 4 trainsets and 3 trainsets to be moved to AMTRAK facility for exterior washing every two weeks. The equipment count in Table 4-1 reflects 10 trainsets. Are the other 3 to be washed on the opposite Saturday or is the requirement only for 7 trains to be washed every two weeks?


7 December 20, 2012

Response: At a minimum, the seven (7) trainsets in service must be washed every two weeks. The O&M Firm may take the remaining three (3) trainsets to the car wash every 2 weeks, or as needed.

22. Request for Proposal Exhibit A Section 4.2 - The O&M Firm will purchase bulk

consumables for use at the Amtrak Sanford Auto Train Facility, including but not limited to, engine oil filter, air filters, fuel filters, turbo soakback filters, engine oil, antifreeze and bulk lubricants such as traction motor grease, suspension bearing oil, governor oil and traction motor brushes.

Above notes the O&M Firm is to purchase bulk engine oil, antifreeze and bulk lubricants. Section 4.12.2 states the Department shall provide lube oil and antifreeze in bulk. Please clarify which is correct.

Response: An Addendum will be issued removing the Department provided lube oil and

antifreeze. The O&M Firm is to provide the lube oil and the antifreeze. 23. Request for Proposal Exhibit A Section 2.3.5.1 d) - All Department supplied

machinery, equipment, buildings and facilities used by the O&M Firm shall be kept clean and maintained, or repaired so as to be kept in a State of Good Repair. Please provide a listing of the machinery and equipment being supplied in order to properly estimate the above requirement.

Response: At this time, it is anticipated that the Department will not provide any machinery

or equipment other than the Service Property to the O&M Firm. 24. Please provide track charts for the Corridor. Response: Track charts will be provided. 25. Request for Proposal Exhibit A Section 2.3.5.3/General/e) - The O&M Firm shall

inspect, repair and maintain in working order at all times the pump stations on the Service Property. The Department shall receive immediate notification from the O&M Firm if the pumping station is out of order or not functioning at 100% capacity. The O&M Firm will maintain a written record at the pumping station of the pump house inspections and all scheduled maintenance and servicing.

How many pumping stations are located on the Service Property?

Response: At this time, it is not anticipated that any pumping stations will be used on the

Service Property. 26. Request for Proposal Exhibit A Page 2.3-17 - The numbered bullets skips from 7

to 9. Is Item 8 missing or was a number missed in the sequence?


8 December 20, 2012

Response: Number 8 was missed in the sequence. No information is missing. 27. Please provide anticipated headcount for the Department and the Signals

Subcontractor that will be at the offices in the OCC on a daily basis.

Response: Section 2.3.3.1 provides requirements for Signal Maintenance Staff. Nine (9) Department designated personnel will be located in the OCC offices.

28. Request for Proposal Exhibit A Section 4.17 - Diagnostic test equipment (laptops

and software) is provided by the Department. Please identify what Support equipment is being provided at the VSMF. Also, please clarify as to the Department’s Expectations as to what tools are to be provided by the O&M Firm.

Response: This statement is applicable for systems support equipment at the VSMF. The

O&M Firm is responsible for providing all tools and equipment required to complete the services.

29. Request for Proposal Exhibit B 3.1.6 - Consistent with the AAR Cost Indexes, the

base year for payment adjustment purposes shall be established as a cost index of 100 for the first full year of the Operations and Maintenance Contract. After the completion of the base year and annually throughout the life of the Contract the Contract payments shall be adjusted on the Notice to Proceed date for Operations Services and on the Notice to Proceed date for Maintenance Services from the base year 100 index based on the previous four quarter average of the published AAR All-Inclusive Index Less Fuel with Forecast Error adjustment. The amount of the AAR Index adjustment may be positive or negative. The adjustment will be based on the calculation below:

BY = Base year = the average of the first four quarters of Revenue Service for the O&M as reported in the AAR all inclusive index less fuel. This will be constant throughout the contract term.

CY = Current Year = Average of the most current four quarters index as reported in the AAR all inclusive index less fuel.

As written, adjustment in compensation for year 2 would give no compensation as the 4 previous quarters would equal the Base year.

Please clarify that the Base Year index is the average of the first four quarters index before the Revenue Service year for the O&M and that the adjustment at year 2 start is the difference % between BY and CY.


9 December 20, 2012

Proposed rationale

BY = Base year = the average of the first four quarters before Revenue Service for the O&M as reported in the AAR all inclusive index less fuel. This will be constant throughout the contract term.

Response: The Base Year is the average of the previous four quarters index prior to starting

revenue service. The adjustment at year 2 is the difference between the base year and the current year.

30. Request for Proposal Exhibit A Section 2.2 - During the O&M Firm mobilization

period, the O&M Firm will coordinate, as required by the Department, with CSXT, Florida Central Railroad (FCEN) and Amtrak project representatives to ensure that all operations and work are accomplished safely and with minimum disruption to existing train service during the construction period, and to coordinate during SunRail start-up, operations and maintenance activities

Please confirm that “all operations and work” herein refers solely to coordinating the O&M Firm Operations and Work with the other parties during mobilization, and does not refer to all operations and work on the corridor, inclusive of other parties.

Response: Confirmed. 31. Request for Proposal Exhibit A Section 2.2.6.5 - During the Mobilization Period,

the O&M Firm shall review the electrical and lighting equipment; and field inspect all of the Service Property to familiarize O&M Firm Personnel with the type and quantity of equipment that requires testing and maintenance. In order to properly evaluate what consumables have to be forecasted, is there an inventory of the lighting equipment (old and/or new) along the corridor, or an approximate current parts consumption rate and the type of lighting used?

Response: The information is not available at this time. 32. Request for Proposal Exhibit A Section 2.2.6.3 and 2.2.7.2 - 2.2.6.3: The O&M

Firm is responsible for creating and submitting the RAP 30 days after Notice to Proceed Date for Maintenance Mobilization, implementing the RAP and participating on all committee functions identified in the RAP. The duties of the O&M Firm within the RAP include, but are not limited to: • Provide staff in support of safety and security certification and system

integration testing; and as a participant of the Rail Services Committee (RSC) has safety and security certification review responsibility of certification elements relevant to Commuter Rail Services


10 December 20, 2012

• Provide safety and security certification review of certification elements related to fixed facilities including Track, Stations, Communications, Ticket Vending Machines, Validators and Grade Crossings

• Participate in Safety Certification review of Passenger Stations • Observe testing of locomotive, passenger cars and cab cars in support of the

System Integration Testing, System Safety Certification, and Rail Services Plans; and provide Safety Certification review of locomotives, passenger cars and cab cars.

• Participate in safety certification review of telephones and communication system.

2.2.7.2: The O&M Firm shall be responsible for verification of Integration testing completed by the DBM Firm by observing field testing and review of test reports in the certification process. Satisfactory completion of the integration tests and readiness drills provides the basis for certifying that the system is capable of providing a safe and dependable revenue service operation Please confirm system safety certification will be performed by FDOT and its representatives (and not by the O+M Firm).

Response: Confirmed 33. Request for Proposal Exhibit A Section 2.2.4 and 2.3.3 - 2.2.4: The O&M Firm

shall provide access to office equipment and supplies for up to seven (7) office space locations in the OCC to be used by Department designated staff … 2.3.3.1: The O&M Firm shall reserve secure office space in the OCC for the Signal Maintenance Firm’s Signal Maintenance Manager and shall assign an office area in the OCC for four (4) of the Signal Maintenance Firm’s signal maintenance staff Please provide the VSMF floor layout.

Response: The floor layout of the OCC will be provided. 34. Request for Proposal Exhibit A Section 2.6.2.2 - The O&M firm shall also

upgrade any hardware and software provided by the Department over which the O&M firm has assumed operational and maintenance control, to maintain software operations.

Please provide a list of all Department provided hardware and software.

Response: The response to this question will be provided at a later date.



35. Request for Proposal Exhibit A Section 2.7.12 & 2.2.7.3 - 2.7.12: The O&M firm

shall complete all pre-revenue service emergency preparedness training and simulation activities of the plan.

2.2.7.3: System Readiness testing is conducted during the System Integration Testing period by the DBM Firm with participation by the O&M Firm. Drills are performed in coordination with involved outside agencies such as fire services, and other specialized emergency response departments. Is it intended to have two distinct sets of emergency simulations or are both requirements complementary?

Response: Yes, two distinct simulations are required. 36. Request for Proposal Exhibit A Section 2.8.2.1 - The O&M firm shall respond to

emergencies and incidents within 30 minutes of initial notification. In all cases the O & M Firm shall initiate actions to restore service within 30 minutes.

Please confirm that the 30 minute window is to start any corrective action.

Response: Confirmed. 37. Please provide a list with the frequency and magnitude of the rail defects over the

last 5 years; this will help us gauge what would be expected on this line in the future.

Response: This information is not available. The condition of the Service Property will be

determined during the Joint Audit. The DBM has maintained a minimum one year of rail defect data in COBRA (Work Orders), FRA frequency testing via RailDOCS, and Sperry Car tests

38. Is the track constructed with concrete ties anywhere that will require automated

inspections? Response: No. 39. Request for Proposal Exhibit A Section 2.3.4.2 b)1 - Inspection and test cycles

shall be tied to FRA regulations or the Department standards, whichever is more stringent.

Please provide the Department standards so that we can ensure we are meeting the expectations for the RFP requirements.

Response: Use current FRA standards as the Department standards.



40. Request for Proposal Exhibit A Section 2.3.4.2 b) - At a minimum, all Service

Property and Support Property shall be maintained in a State of Good Repair. By the definition of the State of Good Repair found on page 1-9 means safe, fully functional, not in need of repair, and meeting or exceeding the minimum threshold for Department standards or other applicable regulations or standards, as detailed in this Scope of Services.

Please provide the Department standards so that we can ensure we are meeting the expectations for the RFP requirements for the State of Good Repair in all areas.

Response: Use current FRA standards as the Department standards. 41. Is FDOT expecting one bond, or a bond for each of performance and payment? Response: One bond. 42. Please explain the contract liability and indemnification arrangements, and clarify

what role, if any, FDOT will play in the provision of indemnification of the contractor, and insurance for the commuter rail operations and maintenance.

Response: The contract speaks for itself. 43. Will FDOT include (if it has not already) a standard contractual limitation of

liability clause in favor of the O&M Firm for the term of the contract? Such a clause should have a maximum dollar limit on aggregate liability and should make it clear that O&M Firm will not be liable under the contract for indirect, consequential, exemplary and punitive damages. We propose a maximum aggregate limit of $20,000,000 for the term of the contract for FDOT's consideration.

Response: A dispute resolution process is under review and an addendum may or may not be

issued. 44. Will FDOT consider an extension to the technical due date at a minimum to be

pushed back to when the financial proposal is due. While we understand there are steps after the technical proposal submission that form part of the process, we strongly believe the reasons stated below require an extension and will serve the agency better in having cost competitive proposals that are not overburdened with risk and contingency.

• There is not enough time between the Q&A process and technical proposal

due date (less than two weeks) to react to any responses from FDOT • The technical proposal may/will become part of the contract documents, so

any further optimization for the pricing proposal carries inherent risks to the



contractor. By default, the agency will then get no benefit when teams find ways to optimize their price offering.

• The scope is not tightly defined in some key areas and time is needed for potential bidders to understand what risks are carried by them or the agency or a third party

• Extra time is needed, due to the festive period, to identify, engage and come to an agreement with potential DBEs and subcontractors so helping to achieve a more confident pricing proposal.

• We need time, based on a previous question, to visit and assess the St. John’s River crossing

Response: No. 45. Standard Written Agreement, Section 1 –F: Is there an appeal/dispute resolution

process in place if there is a disagreement between the O&M firm and the FDOT rail Director?


issued. 46. O&M Scope of services – Section 1.1.3.4 – Infrastructure Maintenance: Please

clarify what and when the DB contractor will hand over to the O&M firm in terms of Maintenance Management Systems (RMIS). Who carries the responsibility of this system going forwards? Is the O&M firm expected to price for the MMS in terms of development, installation, testing and licensing on its own/ If not, how is this shared with the DB contractor?

Response: The O&M Firm shall be responsible for operating and maintaining the RMIS.

RMIS is comprised of two commercial programs Railway Daily Operations Control Systems (RailDOCS) (http://www.rmiondemand.com/) and Cobra Business Operations Software (http://www.cobra-usa.com/). The DBM also utilizes Microsoft Office software for many of their required reports.

47. O&M Scope of services – Section 1.2 – Definitions – ‘Mobilization Services’ –

Please clarify if the O&M firm must help develop or procure the RMIS system. This can be a costly asset and it needs clarity on what will be handed over by the DB contractor. Further, if the O&M Firm must develop/procure modules, to accurately provide accurate cost estimates without significant contingency can the Department and DBM contractor provide details as to the architecture of the RMIS and further details to engage software firms.

Response: The RMIS to be provided to the O&M Firm is comprised of two commercial

programs: Railway Daily Operations Control Systems (RailDOCS) (http://www.rmiondemand.com/) and Cobra Business Operations Software






(http://www.cobra-usa.com/). The DBM also utilizes Microsoft Office software for many of their required reports.

48. O&M Scope of services – Section 2 – Mobilization Services: Please clarify what

and how much inventory will be handed over by the DB contractor to the O&M firm by agreement so we can assess future needs based on this amount. This will affect inventory planning and pricing going forwards.

Response: Spare Parts inventory list will be provided to the O&M Firms. 49. O&M Scope of services – Section 2.2.4 – Facilities and Equipment: Please clarify

when the VSMF will be available to the O&M Firm. RFP states first quarter of 2013, so when NTP is granted it should be ready, meaning O&M firm need not look for temporary office space. IF O&M firm should look for such space, please confirm the new availability date of the VSMF.

Response: The OCC will be available for occupancy no later than April 1, 2013. 50. O&M Scope of services – Section 2.2.6 – Mobilization Services: Please confirm

what and how much equipment will be transitioned from the DB contractor to the O&M firm.

Response: No equipment will be transitioned from the DBM Firm to the O&M Firm. 51. O&M Scope of services – Section 2.2.6 – Mobilization Services: Will the

transitioning of the RMIS system mean a fully functional system is transitioned ready for O&M phase use? In other words, will the DB contractor be responsible for delivering this system to the O&M, having had input from O&M? More specifically, is the DB contractor responsible for its development, installation and testing costs?

Response: A fully functioning system will be transitioned. 52. O&M Scope of services – Section 2.2.6.6 – Information Management Systems –

Hardware and Software Requirements – It is not clear how the O&M firm would know what would be suitable or not at this point in terms for what to replace/price into a bid. Please clarify.

Response: The RMIS to be provided by the Department. The component parts of the

existing RMIS are Cobra Maintenance Management Software, RailDOCS, and Microsoft Office.

53. O&M Scope of services – Section 2.2.7.1 – Contract Acceptance Testing: While

the O&M Firm can play a vital role on various acceptance testing, could the agency clarify if their expectation is for the O&M firm to take full liability on the




tested assets? For example, while the rolling stock may be acceptance tested and passed as fit for purpose, we will not be aware of any latent defects. Are such warranties held by the agency? O&M firm would not have had input into design so cannot take the risk on asset performance but for maintaining to the standards set out in the RFP. How would a quicker than normal deterioration of assets be dealt with if the O&M firm has maintained to agreed standards?

Response: The DBM Firm is responsible for the testing and acceptance. The O&M Firm

shall participate in the testing and acceptance and accept the system for operations and maintenance. Warranties will be held by the Department; however, the O&M Firm may be requested to complete warranty work as Extra Work as defined in the scope.

54. O&M Scope of services – Section 2.3.2.2. – Reporting and Record Keeping:

Please clarify if ‘existing RMIS’ that is transitioned to the O&M firm is a fully functional RMIS for the O&M scope of work, or one that still needs further development. If further development is required, what is likely to be handed over to the O&M firm?

Response: The component parts of the existing RMIS are Cobra Maintenance Management

Software, RailDOCS, and Microsoft Office. 55. O&M Scope of services – Section 2.3.5.3 – Maintenance of Bridges, Culverts and

Drainage Systems: Please clarify if the lump sum price should include major repairs.

Response: Repairs are defined in the Scope of Services. 56. TMOP Section 4.1.1 Daily Train Operations states: Saturdays, Sundays and

Holidays ‐ No revenue service is planned for Saturdays, Sundays or holidays as part of the IOS start‐up phase. Weekend service will be operated at 60‐minute frequencies in the design year phase. RFP Section 2.4.1 Basic Service Plan states: For the 2014 IOS service plan, no service will be operated on Saturdays, Sundays or holidays. Can the Department clarify what is meant by ‘the design year phase’ and what, if any, service is to be operated and by whom?

Response: The O&M Firm shall assume no weekend service. Any changes to weekend

service or increase in service frequencies shall be considered Extra Work. 57. TMOP Section 3.3.2 Station-to-Station Travel Times includes estimated run times

developed by SYSTRA Consulting. Can the Department confirm that while these are used as an input to the operating plan, actual layovers, schedules and penalties will be determined according to the O&M Firm’s operating plan, approved by the Department?



Response: Confirmed. 58. TMOP Section 4.2.4 Foul Weather Operations states: Power Failures – All signal

equipment is provided with backup batteries that will provide for normal operation for a minimum of 8 hours from the time of a power failure. During extended power failures, signal houses are equipped with generator inputs on the outside of the house for connection of external power sources. Operations and Maintenance Contractor will determine the necessity and the priority for generator distribution during extended power outages.

Can the Department confirm that their intent is that the O&M Firm continues service in the event of a power failure of extended duration (up to 8 hours)? If this is the case, can the Department confirm that all equipment deemed essential for safely operating revenue also will have 8 hour battery back-up (i.e. control room consoles and lighting, station equipment houses, data transmission networks and nodes)?

Response: Confirmed. Continued operations of service will be determined on a case by case

basis.

Is the intent of the Department that in the event of a localized power failure of greater than 8 hours, the O&M Firm uses generators for the specifically impacted signal houses? Or, is the intent in the instance of a power failure over a significant section of the alignment?

Response: Yes for both questions. 59. RFP Section 2.3.5.6 Maintenance of Facilities states:

Starting on the Revenue Services Date, the Local Government Partner is responsible for the operation and maintenance of the vehicular, bicycle, bus and pedestrian access to and from the Station Platform and Station Property, including all traffic control devices not located on Department right-of-way or that do not control traffic on the state highway system. The Local Government Partner is also responsible for maintenance of utilities, housekeeping, trash removal, janitorial work and the general appearance of the station platform, as well as maintenance of any and all parking associated with the station.

The O&M Firm has maintenance responsibility for the station platform, including any structure or device or system located on the station platform, including ticket vending machines, ticket validators (see Sections 2.9 and 17), CCTV devices and systems, communication systems, system information, water fountains and platform and sidewalk lighting. Maintenance includes the upkeep and repair of station platforms to include any structure or device or system located on the station platform.



TMOP Section 5.5.1 Stations states: The CFCRT design criteria requires standardization of materials and equipment which will improve maintainability, reduce parts inventory and repair costs, and facilitate future preventative maintenance programs. Local jurisdictions will be responsible for station maintenance services listed below, including: • Pick‐up and disposal of garbage • Clean and re‐lamp light fixtures • Remove graffiti • Replace broken glass • Clean platforms, benches, canopies, parking areas and station amenities • Replace/repair transit information boards, as required • Repair/replace canopies, waste receptacles • Maintain landscaping • Ensure platform vertical edge markings are painted on an established

schedule

Can the Department confirm that those items in the list following in the same section (2.3.5.6), “General Building, Facility and Station Platform Maintenance” that refer to station activities under Local Jurisdiction are not the responsibility of the O&M Firm? Further, can the Department provide a clearly defined scope for station platform operation and maintenance? Are the activities and services in TMOP Section 5.5.1 considered out of scope of the O&M Firm, and thus the Lump Sum Price?

Response: Station platform responsibilities are clearly defined in the scope. 60. Could the agency please provide the most up to date Bridge Inspection Reports.

The CD provides one for 2008 but bidders will need more up to date information. Response: Current bridge inspection reports will be provided. 61. Please clarify what material (including fuel) in providing the O&M services is to

be provided by FDOT and what material is to be provided by the O&M contractor and included in their lump sum pricing.

Response: Fuel will be provided by the Department. All other material, except the Service

Property and Inventory, are to be provided by the O&M Firm. 62. Please clarify how starting inventory and inventory owned by the DBM are to be

transferred (or purchased) to the O&M contractor. Response: The Department owns the inventory for the project. The O&M Firm will be

responsible for the safety, security and replacement of used inventory.



63. Please clearly identify the delineation of scope for Equipment Maintenance between Amtrak and the O&M contractor and explain how the material utilized for equipment maintenance is to be procured, and provided for in the O&M lump sum pricing.

Response: The vehicle maintenance requirements for the O&M Firm are defined in the

scope. All material, except fuel, is to be procured by the O&M Firm and included in their lump sum price.

64. Please clarify the role that the O&M contractor is expected to play in Testing &

Acceptance of equipment, plant, and facilities. (Section 2.2.7.1 states that “The O&M Firm shall be responsible for verification of contract acceptance testing of rolling stock (vehicle vendors), Service Property (DBM Firm), and fare collection system (Manufacturer).” Is the intent that O&M will partake and provide input into contract acceptance testing, or that the O&M Firm is responsible for the approval and acceptance of contract acceptance testing? Similarly in 2.2.7.5 on reliability testing, is the intent that the O&M Firm will perform relevant sections of the testing and supply data to the DBM, or that the O&M Firm will take responsibility for the completion and acceptance of these tests?)

Response: The O&M Firm shall participate in the acceptance testing completed by others

and verify their acceptance of the system. The Department shall approve all acceptance testing.

65. Given recent rulings by the Railroad Retirement Board that commuter rail dispatchers engaged in the dispatch of freight services like that to be provided under the RFP Project are considered covered employees under the Railroad Retirement Act (“RRTA”):

a. Does the Department want the shortlisted bidders to provide a segmented

group of RRTA covered employees for the provision of dispatching services?

b. If not, will the Department reimburse the O&M Firm for any additional costs incurred if the O&M Firm’s dispatch employees are later deemed to be covered employees?

Response: The Department assumes that consistent with recent cases, the O&M Firm's

dispatchers will be covered by Railroad Retirement. The Contractor is required to pay all expenses related to its own employees, including applicable employment taxes.

66. Is it still anticipated that “Shadow Operations” will begin April of 2013? If so it

will be difficult for the O&M to have qualified personnel on site prior to that time, when the award for the O&M contract is currently anticipated to be March 2013.(ref 2.2.6.2)



Response: Yes 67. Can the Department please provide the number, location, and description of the

pump stations on the service property that the O&M Firm is obligated to maintain. (ref 2.3.5.3)

Response: At this time, it is not anticipated that any pumping stations will be used on the

Service Property. 68. Please clarify whether the O&M Firm needs to provide the Wayside

Communication System and the CAD Dispatching system, or if they are provided by the DBM contractor or Department (ref 2.3.5.4).

Response: DBM Firm to provide. 69. If the O&M Firm is to pay all the utility costs for the SunRail project, please

make available, current utility costs, and contractors estimate of utility costs for new facilities, to give the O&M Firm some kind of baseline in which to incorporate into their lump sum costs (ref 2.3.5.4 a).

Response: The information is not available as the system is not active. 70. If the O&M Firm is to include the cost of utilities in their lump sum price, why

does the Department require audits of power usage, and negotiations for lower tariffs from the O&M Firm? Any reduction in usage & cost would the O&M Firm’s financial benefit financially, not the Department’s (ref 2.3.5.5).

Response: The scope of services will not be changed. 71. Is the O&M Firm responsible for the cost of all material used by Amtrak in the

repair of SunRail equipment (ref 2.3.5.7). Response: Yes. 72. In section 2.3.5.7 (Replacement Inventory), what does the term “becomes

unavailable for use” mean? Does it mean the inventory items have become obsolete?

Response: Unavailable for use does not mean obsolete. It means that the specific item is not

available for immediate use in the provision of the O&M services 73. Is all material purchased for the maintenance of track, structure and facility

maintenance to be included in the Lump Sum price, or just items under $2,000.00? (ref 2.3.5.7)?



Response: All materials are to be purchased by the O&M Firm for replacement of inventory.

Inventory replacement for items over $1,000.00 will be reimbursed by the Department with appropriate supporting receipts.

74. Since the O&M Firm is responsible for all permits, certifications and Licenses,

can the Department provide a list of those currently issued for SunRail and their current applicable costs and fees? (Ref 2.3.5.8)

Response: There are currently no environmental permits, certifications or licenses that have

associated costs or fees. 75. Can Department have the DBM contractor provide a detailed description of the

RMIS system and it capabilities, that it will be turning over to the O&M Firm, so that suitability and costs can be developed for the system augmentations needed for their needs? (ref 2.6)


Software, RailDOCS, and Microsoft Office. 76. What weight of rail is the O&M Firm required to purchase? (ref 2.3.5.2 (h)) Response: 115 pound CWR. 77. Is the cost of the required two track miles of rail to be included in the O&M Lump

Sum costs? (ref 2.3.5.2) Response: Yes. 78. Do the locomotives and cab cars come equipped with railroad radios, or does the

O&M Firm need to provide them? (ref 2.3.5.4) Response: Multi-channel in-vehicle radios to be provided by the Department. 79. Will standby and back-up power generators required by the RFP be provided and

installed by the DBM Contractor, or are those costs to be included in the O&M Lump Sum price? (ref 2.3.5.5.)

Response: Stand-by power system provided for the VSMF by the DBM. 80. Will the O&M Firm be compensated by the Department for material in inventory

that becomes obsolete? (ref 2.3.5.7) Response: The scope is clear on the disposition of obsolete material.



81. Are the dates listed in Section 2.4.1 still accurate? Response: All but the OCC Occupancy. The O&M Firm is to assume the OCC will be

available for occupancy no later than April 1, 2013. 82. In all cases in which the O&M Firm is not responsible for an incident or accident,

if the O&M Firm is unable to recover costs from a third party for damage to Department Assets, will the Department reimburse the O&M Firm for their incurred costs to restore or replace the asset? (ref 2.8.5)

Response: The scope is clear on reimbursement for incidents. 83. Do all equipment maintenance tasks that require more than two hours of labor go

to Amtrak to perform, including preventative maintenance? (ref 4.2 / 4.3 / 4.4) Response: The vehicle maintenance tasks that are the responsibility of the O&M Firm are

clearly delineated in the scope. The above question is generally true, but there may be exceptions.

84. Will the maintenance facility at Rand Yard have a sewer connect toilet tank dump

system for the SunRail Equipment? (ref 4.9) Response: No. The toilets shall be emptied into holding tanks at the VSMF site. The O&M

shall be responsible for the emptying the holding tanks within the lump sum price. 85. Since the O&M Firm is responsible for the maintenance of all environmental

systems on the property, can the Department provide a listing, location and description of all such system that are both existing and planned on the CFRC and maintenance facility? (ref 16.3)

Response: Environmental systems include all permitted stormwater management facilities,

hazardous material locations and any other facilities on the Service Property that require permits. The O&M Firm is responsible for identifying all facilities.

86. The O & M Firm is required to carry liability limits of $5M per occurrence.

These limits seem inadequate given the federal cap on damages of $200M. Does the Department intend to cover limits in excess of $5M? If not, a prudent O & M Firm would be required to carry higher limits, including up to the federal liability cap in the event of a catastrophic occurrence. How would the Department address the costs for these higher prudent limits? Would the Department consider requiring, as part of the Contract, that the O&M Firm carry much higher liability limits? (ref 4, B (2) of Standard Agreement)

Response: The contract speaks for itself.



87. Would the Authority consider substituting an indemnity and insurance scheme similar to that used by SFRTA at Tri-Rail? Under this scheme, the Authority and FDOT provide the primary insurance eliminating the need to include insurance and contingency costs from the O & M Contract and ensuring all parties are properly insured. (ref 4, B (2) of Standard Agreement)

Response: The Standard Written Agreement ill remains as written. 88. Under the RFP, the O & M Firm is able to seek recovery of Costs from

responsible parties involved in wrecks as the O & M Firm is responsible for paying the costs of the clearing of the wrecks and cannot include the cost in the Lump Sum Price. Does the Department have any contracts with any third parties that would preclude such recovery (i.e. track agreements)? If so, how would the O & M Firm recover those costs? (ref 2.8.4.3)

Response: The Department has no agreements. The O&M Firm shall be responsible for

recovering costs from the responsible parties. 89. Please provide the O&M bidders the history of bridge performance for the St.

Johns River Bridge. Response: No bridge performance information is available. The most recent bridge

inspection reports will be provided. 90. Will the O&M firm have some flexibility in adjusting the train schedules in the

TMOP to better fit the track configuration? Response: No. 91. Will a layover facility be provided in Poinciana in the Phase II project? Response: Yes 92. Are all the recommended bridge repairs and replacements listed in the 2007

CFCRT Bridge Assessment incorporated into the DBM contract?

a. If not, can the Department provide specifics of what will be done, and what will not?

Response: The response to this question will be provided at a later date

b. If all recommendations in the 2007 CFCRT Bridge Report are not to be completed by the DBM contractor, are the remaining recommendations to be



incorporated into the O&M’s 5 year bridge plan, and included in the Lump Sum pricing?

Response: The response to this question will be provided at a later date. 93. Standard Written Agreement, Section 1.F. Would the Department consider the

use of a neutral party to resolve disputes under the Agreement, instead of the Director of the FDOT? If not, would the Department consider making the Director’s decisions non-binding on the Vendor in the case of litigation?


issued. 94. Standard Written Agreement, Section 3.I.; Exhibit A – Scope of Services, Section

11.1.1.; Exhibit B – Method of Compensation, Section 6.0. Will the audits conducted in accordance with these sections be limited to determining the Vendor’s compliance with its obligations under the Agreement, or will the Department expect to review the Vendor’s general financial information, even to the extent not relevant to the Vendor’s performance under the Agreement?

Response: Audits limited to the Vendor’s compliance under this agreement. 95. Standard Written Agreement, Section 4.A.; Exhibit A-1 – Standard Contract

Terms and Conditions, Section 19. Would the Department consider indemnifying the Vendor to the extent of its fault and to the extent not covered by insurance?

Response: The contract speaks for itself. 96. Standard Written Agreement, Section 4.A. Would the Department consider

limiting the Vendor’s indemnification exposure to the extent not covered by insurance?

Response: The contract speaks for itself. 97. Standard Written Agreement, Section 4.B. Since the Department already has an

insurance policy in place covering its rail line, would it be more cost efficient to add the Vendor as an additional insured under that policy, rather than requiring the Vendor to secure its own insurance? If so, would the Department entertain this option or consider providing an OCIP?

Response: The contract speaks for itself. 98. Standard Written Agreement, Sections 6.A, 6.B. Would Section 13(c) of the

Federal Transit Law apply in the event of termination of the Agreement? If so, who will be responsible for the associated labor protection liabilities?



Response: Pursuant to Section XVI of Exhibit “C” Required Contract Provisions for Federal

Transit Administration Federal Aid Contract, the Vendor must comply with applicable Transit Employee Protection requirements.

99. Standard Written Agreement, Section 6.D. In the event of termination for reasons

other than unsatisfactory performance, would the Department consider compensating the Vendor for its costs related to such early termination, including expenses such as displacement of workers, demobilization and capital investments?

Response: The contract speaks for itself. 100. Standard Written Agreement, Section 6. Would the Department consider

allowing the Vendor to terminate the Agreement in the event of material breach by the Department?

Response: The contract speaks for itself. 101. Exhibit A – Scope of Services, Section 2.6.5.1. With respect to the Third Party

Software, would the Department consider allowing the O&M Firm to assign the warranty rights from the manufacturer to the Department, rather than providing a warranty of fitness for a particular purpose?

Response: No. 102. Exhibit A – Scope of Services, Section 2.8.5. Since the O&M Firm will be

responsible in certain instances for recovering Costs caused by damage to the Service Property, in order to understand the undertaking, would the Department be willing to provide a list of Service Property and replacement costs?

Response: This information is not available. 103. Exhibit A – Scope of Services, Section 3.4. Are alterations and modifications to

the Service Property under this section intended to be Extra Work? If not, will there be the possibility of an equitable adjustment to the contract price and other contract terms in the event this materially increases the scope of the work?

Response: The determination of Extra Work will be made jointly by the Department and the

O&M Firm and is dependent on the type of modifications proposed. 104. Exhibit A – Scope of Services, Section 3.6. Would the Department consider a

more equitable sharing of responsibility for damages to the Service Property based on each party’s respective fault? As currently written, the O&M Firm is



wholly responsible for Material Damage caused only in part by its acts or omissions.

Response: The contract speaks for itself. 105. Exhibit A – Scope of Services, Section 6.2.2. Will any relief from a late train

penalty be available in the event that the O&M Firm is not the cause and did not contribute to the delay of the Amtrak train?

Response: O&M Firm is only responsible for late train penalties when the O&M Firm

contributes to the delay 106. Exhibit A – Scope of Services, Section 11.2.2. What will happen if actual project

costs exceed the estimates used for the budget? Response: The O&M Firm is to submit its fixed lump sum price for the services covered by

the RFP. 107. Exhibit A – Scope of Services, Section 15.1.1. Would the Department consider

using a neutral party to determine whether trains are on-time and/or if lateness is a result of circumstances not under the O&M Firm’s control?


issued. 108. Exhibit A-1 – Standard Contract Terms and Conditions, Section 4(b). Would the

Department consider using a neutral party to determine the applicability of this section?


issued. 109. Exhibit A-1 – Standard Contract Terms and Conditions, Section 4(e). Would the

Department consider using a neutral party to determine the applicability of this section? Is this section intended to allow a price reduction?

Response: The contract speaks for itself. 110. Exhibit A-1 – Standard Contract Terms and Conditions, Section 15. Would the

Department consider allowing the Contractor to terminate the Agreement in the event of non-payment by the Customer?

Response: The contract speaks for itself.



111. Exhibit A-1 – Standard Contract Terms and Conditions, Section 24. Can the Department provide an example of a circumstance in which the Contractor’s sole remedy – a time extension – would benefit the Contractor in the event of a delay?

Response: The response to this question will be provided at a later date. 112. Section 2.2.6.2 - It is anticipated that shadow mode will begin no later than April

2013. The O&M Firm shall have dispatch personnel on duty to monitor and identify any items to be addressed by the DBM prior to revenue operations. Is the April 2013 date on target and is that for all anticipated O&M Firm Dispatchers?

Response: Yes. 113. Section 2.3 - Does the department anticipate any 13C issues with existing railroad

bridge tenders or other maintenance of way personnel? Response: No. 114. Section 2.3.3.4 - Reference is made to the O&M Contractor to work with the

Department on Prototype projects and that the O&M Contractor will procure the prototype equipment and provide the labor for the project. If the O&M Contractor is required to procure the equipment and provide the labor, we assume that the Department will reimburse the O&M Contractor. Is our assumption correct?

Response: The Department and the O&M Firm will jointly determine if the productivity

improvements are accommodated as Extra Work or part of the Substantial Economic Impact provisions of the Scope of Services.

115. Section 2.3.3.6 - Can it be assumed that as of May 1st 2014 that all flagging

between MP 749 & 813 be provided by the O&M Firm? Response: Yes. 116. Section 2.3.5.4 - Reference is made to maintenance of the communications fiber

optic system in the office and along the right-of-way. For costing purposes, what does the Department envision for fiber optic system maintenance?

Response: Fiber Optic system shall be maintained operable (all fibers) at all times. 117. Section 2.3.5.5 - Is the O&M Firm responsible for maintaining lighting at

Stations?



Response: The O&M Firm is responsible for maintaining the lighting on the platforms at all stations. At those stations with parking, the local jurisdiction is responsible for maintaining the lighting in the parking lots.

118. Section 2.3.5.5 - Is the O&M Firm responsible for paying utilities for the

Stations? Response: No. See Scope of Services 119. Section 2.3.5.5 - Are all stations and parking lots considered Service properties? Response: Station platforms are considered part of the Service Property. The station

parking areas are outside the Service Property. 120. Section 2.4.1 - In section 2.4.1 reference is made to critical milestone dates.

Are those dates still current? Response: All dates are current except the occupancy of the OCC. The OCC will be

available for occupancy no later than April 1, 2013. 121. Section 2.4.1 - When does the Department anticipate Dispatch takeover from

CSX? Response: The O&M Firm shall assume the shadow mode will commence in April 2013, with

dispatch within 30 days of shadow mode initiation. 122. Section 2.4.2 states that when service levels are increased, the additional trains

will be paid on a cost plus fee arrangement of Extra Work. Exhibit B states that annually, the Lump sum will be adjusted by the AAR index. Will increased service levels eventually be negotiated into the Lump Sum or will they continue to be paid as cost plus fee?

Response: Increased service levels will be paid as extra work until the Anniversary Date of

the Contract, then they will be included in the Lump Sum Price (adjusted for the service levels) and subject to the AAR index adjustment.

123. Section 2.4.5.1 states that the O&M Firm will staff the OCC 24/7 with two

qualified train dispatchers. Please confirm that two dispatchers will be required 24/7?

Response: The O&M Firm shall determine the staffing requirements and include these in the

Technical Proposal and the Price Proposal. 124. Section 2.4.5.1 states, "Train dispatchers will have responsibility for mainline

operations with other O&M personnel having responsibility for operations within



the yard and yard leads and coordination with Transportation, Engineering and Mechanical department personnel. Additionally, Section 2.8 states "the O&M Firm shall maintain the CFRCC emergency telephone number...that the O&M firm will staff 24 hours a day, seven (7) days a week...O&M Firm CFRCC personnel have the responsibility to forward to the O&M Firm Train Dispatcher..." Does the state require a minimum of three O&M personnel to staff the OCC 24/7?


Technical Proposal and Price Proposal. The train dispatcher shall be dedicated to duties related to the movement and safety of train operations and shall not also be responsible for monitoring the CFRCC Emergency Number.

125. Section 2.4.5.1 states, "O&M Firm supervisors, along the mainline and in the yard

will support the OCC during all shifts". Does the Department require two supervisors (one in the Yard and one alone the mainline) to be on duty 24/7?


Technical Proposal and Price Proposal. 126. Section 2.4.5.3 - Will the O&M firm be allowed to occupy the head end of

Amtrak Trains for the purposes of Physical Characteristics Qualifying? Response: Yes, following CFRC procedures. 127. Section 2.5.2 - Reference is made to the Customer Service Desk. Can you

confirm the hours of operations for the Customer Service Desk? Response: The Customer Service Desk shall be operational 24/7. The O&M Firm shall

determine the staffing requirements and include these in the Technical Proposal and Price Proposal.

128. Section 2.5.2 - What is the anticipated call volume or minimum staffing levels? Response: There is no SunRail service at this time so the call volume cannot be estimated.

The O&M Firm shall determine the staffing requirements and include these in the Technical Proposal and Price Proposal.

129. Section 2.5.3 - Relative to lost and found, what are the local agency statutes and

requirements? Response: No known statutes or local requirements.



130. Section 2.5.3 - If the Location of Lost & Found services is other than VSMF and OCC determined by the Department, what days and hours would this location be operated and manned?

Response: The Lost and Found location will be operated and maintained by others. 131. Section 2.6.2.1 - O&M Contractor to provide environmental controls for dust,

humidity, seismic as required. What are the mechanical capabilities of the environmental equipment used to maintain server temperature?

Response: The response to this question will be provided at a later date. 132. Section 2.6.6.4 - Updates to Existing RMIS states in part that “The MMS

shall become the property of the Department.” This requirement, in effect, eliminates the option of a Third Party Software solution as that would preclude Department ownership. Is this the intent of the Department or is a Third Party Software Licensing arrangement permissible?

Response: A Third Party Software Licensing arrangement is permissible. 133. Section 2.6.6.4 - Is it permissible for the O&M Firm to propose a comprehensive

Third Party Software Licensing arrangement for the project that would accommodate multiple MIS functionalities such as Materials MIS, the Fleet Management System and the Train Operations Monitoring System?

Response: A Third Party Software Licensing arrangement is permissible. 134. Section 2.6.6.2 - Is the O&M firm responsible for ensuring that other contractor

(DBM etc.) information is loaded into the RMIS? Response: No. 135. Section 2.6.6.3 - Please clarify if the current version of the RMIS includes the

Maintenance Facility Activity Monitoring System or is the O&M firm expected to procure and implement this module.


Software, RailDOCS, and Microsoft Office. 136. Section 2.6.6.5 - Please clarify who is providing the dispatch software system. If

it is provided by the Department please identify the specific dispatch software and hardware.

Response: Dispatch Software being provided by the Department and is being developed by

the DBM. The Dispatching System (CAD) is based on the Ansaldo NextGen



Dispatch software. The software is a modification of the dispatch software currently used by CSX Transportation, Inc.

137. Section 2.7.9 - The O&M Firm is required to train 3rd party and any other persons

with RWP; will the O&M Firm be reimbursed by the agency or private contractors?

Response: Reimbursement for training of Third Parties will be by the Third Party. 138. Section 2.7.11 - Who is responsible for the liability at stations. Response: The O&M Firm is responsible for the liability on the station platforms. The local

jurisdictions are responsible for the liability in the parking areas (those areas outside the Service Property).

139. Section 2.7.11 - Who is responsible for and correcting safety deficiencies at

Stations, what is the Local Government Partner responsible for? Response: The O&M Firm is responsible for any safety elements of the station platforms.

The local jurisdiction is responsible for the parking areas at stations with parking. Other local jurisdiction responsibilities are cited in the Local Funding Agreements and Joint Participation Agreements provided with the RFP.

140. Section 2.8.2.1 states in part, "the O&M Firm will respond to emergencies and

incidents within 30 minutes of initial notification...".The Department defines Emergency but no definition of Incident is provided. Please provide a definition of Incident. Would the O&M Firm be expected to respond to an event that does not result in damage to the service property or have a potential to affect passenger operations?

Response: For purposes of this RFP, the definition of Incident is the same as Emergency.

The O&M Firm shall not be responsible to respond to incidents that do not involve damage to the Service Property or affect passenger or freight operations.

141. Section 2.9 - Our understanding is that the O&M Contractor is responsible for

TVM Consumable Replenishment (2.9.1) and equipment cleaning and graffiti removal, (2.9.2). This appears to be in conflict with 2.9.3 which requires the O&M Contractor to provide training and have a qualified staff to perform “all levels of maintenance”. This is also in conflict with 2.9.4 which specifies the tools and equipment required. Please confirm what the Department is expecting the O&M contractor to be responsible for with Fare Collection maintenance.

Response: The O&M Firm is responsible for equipment cleaning and graffiti removal. The

staff shall be adequately trained for all maintenance required. The Department will provide any proprietary tools and equipment required to complete the



required services. All other tools and equipment shall be provided by the O&M Firm.

142. Section 2.9.4 - Can the Department provide a list of the tools required for TVM

maintenance? Response: This information is not available at this time. As cited in response to Question

142 above, the proprietary tools will be provided by the Department to the O&M Firm.

143. Section 4.12.3 - Inventory Requirements. Will the O&M Firm have any input

involving the Capital Spares List? Response: The Capital Spares List is being prepared by the vehicle manufacturers in

conjunction with the Department. The Department will work with the selected O&M Firm on the Capital Spares list during the integration and testing process.

144. Section 4.2 - Is there wayside waste tank dumping for toilets of commuter rolling

stock or will a portable waste dumping vehicle be provided by the Department? Response: There are two (2) waste storage tanks on the VSMF site. The O&M Firm shall be

responsible for emptying the storage tanks as necessary. 145. Section 4.2 - Is water provided in the yard and what locations? Response: Potable water will be provided to the OCC building and the S&I Shop. 146. Section 4.4 - Preventive Maintenance. Wheel Truing; will it take place at the

Amtrak Auto Train Facility? Response: No. 147. Section 4.8 - Locomotive Maintenance and Cleaning. Ground power shall be used

for layover trains at the VSMF. How many wayside power stations will exist at the VSMF?

Response: The response to this question will be provided at a later date. 148. Section 4.8.2 - Additional Cleaning Locomotives. Steam Cleaning Trucks. Will

there be a designated track at the VSMF for truck steam cleaning? Response: No. 149. Please define Demonstration Services, number of trains expected, frequency of

events, if passengers will be carried, etc.?



Response: The O&M Firm is to assume that Demonstration Services shall assume that the

regular scheduled SunRail service (32 trains/day) will be provided. 150. Can Department provide a set of station-typical, conformed construction

drawings? Response: The station platform plans will be provided to the shortlisted firms. These are the

construction documents, as as-built plans are not yet available. 151. Can the Department provide the mechanical equipment schedule for the OCC? Response: The response to this question will be provided at a later date. 152. Can the Department provide the mechanical equipment schedule for the VSMF

and Rand Yard in General. Response: All equipment for the VSMF, outside of the OCC equipment cited above, is to be

provided by the O&M Firm. 153. The Stations’ passenger waiting areas shall be constructed of steel tubing with a

protective coating system approved by the architect. Can the department provide submittals on the paint system utilized for the passenger shelters?

Response: This information is not yet available from the on-going construction. 154. Are the station shelters equipped for solar lighting and charging? How much

maintenance/repair of these systems will the O&M contractor be responsible for? Response: Station platform lighting is not solar, but electric powered lighting systems. 155. Will the Department schedule, or permit a close up inspection of the St. Johns

River Bridge? Response: An inspection of the bascule bridge has been scheduled for December 20, 2012. 156. Can the Department provide a description of the current version of the RMIS, for

example RMIS programming language, database vendor, operating platform. Response: The component parts of the existing RMIS are Cobra Maintenance Management

Software, RailDOCS, and Microsoft Office. 157. Estimating utility costs for systems buildings and facilities which have no history

will cause bidders to add risk costs due to price fluctuations and the uncertainty of consumption. Would the Department consider all utilities as a pass through cost?



Response: Jonathan Duazo 158. Please provide the delivery schedule for the MPI locomotive fleet. Information

not included in MPI documents provided as other. Response: The locomotive delivery dates are (one locomotive on each date) July 3, 2013,

July 12, 2013, July 22, 2014, August 1, 2013, August 9, 2013, August 20, 2013, August 29, 2013, September 9, 2013, September 19, 2013 and September 30, 2012.

159. How many hours of training time should the O & M Firm anticipate to be

provided for those items being installed by others such as the Fare collection System in section 2.9., CCTV System, PA system etc.

Response: Training for the Fare Collection System shall be a minimum of one (1) week and

no longer than two (2) weeks. There is no training for the CCTV/PA/Station Platforms/etc.

160. What is the warranty period on the dispatch system that is being implemented? Response: The warranty period for the CAD system hardware varies by equipment but in no

case is warranty period less than one year. 161. Is there an area at the VSMF which will provide a quiet area for the crews during

midday layover? Response: The layout of the OCC Building will be provided. 162. With revenue service date in May 2014, and a planned NTP in early March 2013,

Mobilization period covers approximately 14 months. Price form indicates 10 months for Operations and 9 months for Maintenance. Please confirm the required date of mobilization at site.

Response: Mobilization will begin at NTP. It is anticipated that Maintenance Services will

begin in September or October 2012. It is anticipated that Operations will begin with demonstration services in November or December 2012. The O&M Firm shall be paid the mobilization monthly rate for each month of mobilization, either maintenance or operations. Once maintenance services begin, the O&M Firm shall be paid the maintenance services rate. Once demonstration services begin, the O&M Firm shall be paid the operations services rate. The months on the price proposal are for calculating the price scores for each submittal.

163. The O&M Firm Shall return the work area to its original conditions after

conducting work efforts included in this Section.



Will the Department be providing the environmental assessments to the O & M Firm or should the Proposer as part of its mobilization costs include Phase I assessments to establish the baseline.

Response: All available information on environmental assessments shall be provided to the

successful O&M Firm. Information from the NEPA clearance is available on www.sunrail.com.

164. Would it be possible to schedule an inspection of the Draw Bridge? Response: An inspection of the bascule bridge over the St. Johns River is scheduled for

December 20, 2012. 165. Network Protocol; Train Operations Monitoring System and Dispatching System

- Do we need to maintain a separate LAN for the RMIS or can we implement the RMIS on the O&M Firm Computer Network?

Response: The RMIS shall operate on the computer network at the OCC.

166. 2.6.5.1 : System Warranties. The O&M Firm hereby provides Warranty of Fitness

for a Particular Purpose for the RMIS, as a whole, for the Term of this Contract (the “RMIS Warranty Period”), as follows: • The RMIS shall comply in all material respects and shall be free from defects

in materials and workmanship, and shall be fit for the purpose in which they were intended as described in this Section.

• Software Warranties. The O&M Firm hereby provides Warranty of Fitness for a Particular Purpose for the Software and Third Party Software for the RMIS Warranty Period as follows:

• The Software and the Third Party Software are free of any defects in workmanship, and shall remain in a State of Good Repair. o The Software and Third Party Software shall comply in all material

respects with and shall be fit for their particular purposes as described in this Section.

• The Software shall operate in accordance with the System Documentation. Warranty Implementation for System and Software. This warranty shall apply to each component of the system and the system as a whole. In the event a defect, malfunction, or other failure not caused by misuse or third party acts not contemplated occurs during the warranty period, including, but not limited to failure to function adequately and fully for the purposes for which the warranted item was intended, the O&M Firm shall repair the warranted item if repair can be made on site within a reasonable time from receipt of notice of occurrence. If repair cannot be made within a reasonable time from receipt of notice of the occurrence, the O&M Firm shall replace the warranted item on site within a reasonable time frame from receipt of notice of the occurrence. In



determining a reasonable time for repair or replacement, matters unique to the O&M Firm, such as office location or the availability of personnel, shall not be considered. In the event that the Department determines that public health, safety, or welfare requires temporary measures to continue safe functioning of the facility of which the warranted item is a part, the O&M Firm shall provide temporary items or take other temporary measures as the Department deems necessary. All repairs, replacements, and temporary measures shall be at the sole cost and expense of the O&M Firm, without any charge to the Department. If the O&M Firm fails to comply with the O&M Firm’s obligations under this warranty, O&M Firm shall be liable to the Department for all damages associated with the O&M Firm’s breach hereof and damages associated with the initial occurrence from the date of the occurrence. Damages shall include, but shall not necessarily be limited to, costs incurred in repairing or replacing warranted items, as well as incidental and consequential damages suffered by the Department.

• Exclusions. The warranties provided for in this Section do not apply if the RMIS is subject to damage or misuse due to fault or negligence of the Department or Third Parties; and such services cause damage to the RMIS or cause the O&M Firm to be unable to perform the services hereunder or to be able to perform the services only at additional costs to the O&M Firm, which are not reimbursed by the Department.

The O&M Firm cannot warrant a system for which it has no control over prior to the beginning of the project. Therefore, only if the RMIS is to be provided by the O&M Firm shall it be the obligation of the O&M Firm to warrant such system.

Response: The scope of services and requirements will not be changed by the Department. 167. 2.6.2.5 Exhibit A-Scope of Services - Software previously developed by the

O&M Firm used in this project shall be delivered and licensed to the Department for use. The Department shall not have the right to sell, market or distribute the software. The O&M Firm shall place the source code for this software in escrow in accordance with the Software Code and Design Escrow Agreement provided by the Department. All modifications to previously developed software as part of this contract shall be considered “Work Made for Hire” and shall be sole possession of the Department. The source code for software modifications shall be delivered to the Department within 30 days of installation.

The Vendor requires the following modification to Section 2.6.2.5: “(…) All modifications to previously developed software made exclusively at the cost of and exclusively for the benefit of the Department as part of this contract shall be considered “Work Made for Hire” and shall be sole possession of the Department. The source code for software modifications shall be placed in escrow within 30 days of installation.”



Source code for such type of software can have various applications and can be customized for different projects. Therefore, modifications can be delivered in escrow, but only when such modifications are relevant to the project.

Response: The scope of services and requirements will not be changed by the Department. 168. Section 2.6: The Department will provide their latest version of the Rail

Management Information System (RMIS) that has been developed during SunRail’s commuter system construction to the O&M Firm….While the O&M Firm will not be required to procure a new RMIS, the O&M Firm will need to develop modules consistent with the requirements defined in section 2.6.6 for a fully integrated RMIS.

Section 2.6.2.5: All software developed for or on behalf of the O&M firm as part of this contract shall be considered ‘Work Made for Hire’ and shall be sole possession of the Department. The source code and all documentation for this software shall be delivered to the Department within 30 days of installation

Change the last section of 2.6.2.5 to read:

2.6.2.5: All software developed for or on behalf of the O&M firm as part of this contract shall be considered ‘Work Made for Hire’ and shall be sole possession of the Department. The source code and All relevant documentation for this software shall be delivered to the Department within 30 days of installation. Rationale: the source code delivery requirement may make this requirement an extraordinary achievement, depending on the work that is to be done and the persons/organizations capable of performing this work

Response: The scope of services and requirements will not be changed by the Department.

169. Section 2.6: The Department will provide their latest version of the Rail Management Information System (RMIS) that has been developed during SunRail’s commuter system construction to the O&M Firm….While the O&M Firm will not be required to procure a new RMIS, the O&M Firm will need to develop modules consistent with the requirements defined in section 2.6.6 for a fully integrated RMIS.

Change the wording of 2.6 to read: 2.6: The Department will provide their latest version of the Rail Management Information System (RMIS) that has been developed during SunRail’s commuter system construction to the O&M Firm….While the O&M Firm will not be required to procure a new RMIS, the O&M Firm will support the Department’s



procurement of need to develop new modules consistent with the requirements defined in section 2.6.6 for a fully integrated RMIS, by helping during the definition and testing of the modules. Rationale: There is already a system being developed and installed by the DBM firm. Although the proponents understand the necessity to have all the modules (the existing ones as well as the new ones) for the system to operate properly, without further knowledge of the system being installed, it is impossible to guarantee that the architecture of the existing system is suitable to accommodate the extra modules, or if the programming entity would be willing to issue their source code. As these modules are currently being purchased and installed, it seems like a rational and economical choice for the department to pursue this procurement (either through the DBM or on its own), using the O&M Firm to support the testing.

Response: The scope of services will not be changed. 170. 2.6.5.6 Exhibit A-Scope of Services - If the RMIS or any item of Computer

Equipment, Software, or Third Party Software or any portion thereof is held to constitute an infringement and its use is or may be enjoined, the O&M Firm shall, at the option of the Department: (i) modify (or require that the applicable subcontractor, consultant, agent or supplier modify) the alleged infringing portion of the RMIS, Computer Equipment, Software or Third Party Software, at the O&M Firm’s sole expense, without materially impairing the functionality or performance of the RMIS, at the option of the Department; or (ii) procure for the Department, without any cost to the Department, a license to use the infringing portion of the RMIS item of Computer Equipment, Software or Third Party Software.

Please modify Section 2.6.5.6 as shown below: If the RMIS or any item of Computer Equipment, Software, or Third Party Software or any portion thereof is held to constitute an infringement and its use is or may be enjoined, the O&M Firm shall, at the option of the Department O&M Firm: (i) modify (or require that the applicable subcontractor, consultant, agent or supplier modify) the alleged infringing portion of the RMIS, Computer Equipment, Software or Third Party Software, at the O&M Firm’s sole expense, without materially impairing the functionality or performance of the RMIS, at the option of the Department; or (ii) procure for the Department, without any cost to the Department, a license to use the infringing portion of the RMIS item of Computer Equipment, Software or Third Party Software. It is the obligation of the O&M Firm and as such, they are in the best place to make this decision.



Response: The scope of services will not be changed 171. Section 2.8.4 Exhibit A – Scope of Services - The complete section should be

modified to allow reimbursement by the Department to the O&M Firm for all wreck clearing.

As per the rail industry common practice, since the O&M Firm has the obligation to clear all wrecks caused by or involving third-parties and/or non-Department railroad operations, it is the expectation of the O&M Firm to be reimbursed for such work. It would be financially beneficial to both parties to clarify this provision.

Response: The scope of services will not be changed. 172. Request for Proposal Exhibit A section 2.3.5.4 - The O&M Firm will be

responsible for maintaining station communications devices, including but not limited to the VMS signs, PA System, CCTV video surveillance system, and all associated control devices.

Are there specific requirements as to the storage, download frequency, backup and long-term storage of video footage? Are there automatic back-ups in the OCC?

Response: Up to 60 days of storage (up to 32TB) is being provided by the DBM with no

specific requirements for back-up or long term storage. No Automatic back-ups are proposed.

173. Request for Proposal Exhibit A section 2.8.4.3 - The O&M Firm shall provide for

all scheduled and unscheduled maintenance and repair of Department equipment, including, without limitation:

• Replacement or repair of failed rotating parts, components, subsystems and support systems, including power assemblies and prime mover-associated components, and locomotive traction motors.

• Locomotive/car wheel truing and replacement of worn, broken or defective wheels and defective or worn brake shoes, brake heads, rigging, and brake discs.

Is there wheel truing capability at the Amtrak Sanford Facility? If there is one is that included in the Amtrak Scope or would the O & M Firm have to enter into a separate agreement with Amtrak?

Response: No. 174. Section 4B of Standard Written Agreement - Based on the RFP terms, it appears

that the proposed commercial general liability insurance limits for a commuter



rail operation and maintenance project are significantly lower than comparables provided by insurance companies for this type of project, since the average provided is established between $150M and $300M per occurrence and in the aggregate. Therefore, the proposer would like to know if these low limits result from the fact that, as in other similar projects in the United States, the Department will place the required commercial general liability insurance and allow the contractor to be covered by such insurance policy through the addition of the contractor as additional insured? If not, is it the Department’s intention to revise the liability limits through a clear requirement to the contractors to place a dedicated limit for this project in the range of $150M to $300M per occurrence and in the aggregate? And if such coverage is required, how would the cost of such specific insurance be treated, i.e., would such fee be paid directly by the Department?

We respectfully suggest that should the current Insurance requirement limit coverage be the sole coverage required, such insurance requirement is not sufficient for the specific scope of work of the project and would represent a very high risk for the Department as well as for the contractor. In addition, it is most common and most cost effective for the Department to procure such insurance coverage and include the Contractor as an additional insured.

Response: The Standard Written Agreement will remain as written. 175. Section 15 of Exhibit A - Operation and Maintenance Scope of Services - We

respectfully request that the following wording be added, as a new section 15.2.3: “All Liquidated Damages (Penalties) assessed under this contract to compensate for damages caused by the O&M Firm, as defined in this section 15, will be limited to ten (10%) of the annual contract value. ” The current penalty regime in section 15 is unlimited and presents an inordinate risk to the Contractor. It is usual to have a monthly or annual cap on the performance standards or to have a monthly or annual cap on liquidated damages, in order for the Contractor to control its risk and in turn provide a lower price to its Customer. To that effect and as an example, the FDOT Contract BDS56 contains such terms.

Response: The scope of services will remain unchanged. 176. Section 15 of Exhibit A - Operation and Maintenance Scope of Services - We

respectfully request that the following wording be removed from Section 15.2.1:



“These damages are mutually exclusive from and in addition with the damages associated with vehicle defects in section 15.2.2.” We also respectfully request that the following wording be added, as part of a new section 15.2.3: “The above-mentioned financial consequences under sections 15.2.1 and 15.2.2 will be the Department’s sole and exclusive remedy for the failures in reaching the standards.” The liquidated damages should represent a genuine pre-estimate of the damages suffered by the Department should the contractor fail to meet the events listed under Section 15.2.1 or 15.2.2, as it would be difficult to determine exactly such damages. Therefore, the potential application of two distinct types of liquidated damages covering the same event resembles more a penalty regime than a regime of liquidated damages. Thus, in order to align on industry standard and avoid a penalty regime, we respectfully request that the various liquidated damages types be mutually exclusive between themselves and that they are not in addition to one another. We also request for the same reasoning that such damages represent the sole and exclusive remedy of the FDOT. To that effect and as an example, the FDOT Contract BDS56 contains such terms.

Response: Scope of Services to remain unchanged.

177. Section 4A of Standard Written Agreement - To the extent permitted by Florida Law, the Vendor shall indemnify and hold harmless the Department, its officers and employees from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney’s fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the Vendor and persons employed or utilized by the Vendor in the performance of this Agreement. It is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of any part of the Agreement to create in the public or any member thereof, a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement.

To be added after the current wording of Section 4A: “Vendor’s cumulative liability to the Department under this paragraph 4.A. shall be limited to 100% of the annual price paid to the Vendor by the Department under this Agreement. The price shall include any option if the Department elects to exercise the option. “

Contractor's current liability under the Standard written Agreement is not limited, presenting an inordinate risk to the Contractor. This in turn may have an adverse impact on price. We suggest capping the aggregate liability of the Contractor to



100% of the total annual Contract Price. It should be noted that the FDOT Contract BDS56 contains the suggested wording.

Response: Standard Written Agreement to remain as written. 178. Section 6F Standard Written Agreement and 2.6.5 of Exhibit A – Scope of

Services - “If the Vendor fails to comply with the Vendor’s obligations under this contract, the Vendor shall be liable to the Department for all damages associated with the Vendor’s breach of contract. Damages shall include, but not necessarily be limited to, all costs, all attorney’s fees, all penalties assessed against the Department, as well as all incidental and consequential damages.”

To be replaced as such under section 6F of the Standard Written Agreement: “If the Vendor fails to comply with the Vendor’s obligations under this contract, the Vendor shall be liable to the Department for all damages associated with the Vendor’s breach of contract. Damages shall include, but not necessarily be limited to, all costs, and all reasonable attorneys’ fees, all penalties assessed against the Department, as well as all incidental and consequential damages. In no event shall the parties be liable for special, indirect, incidental or consequential damages, including loss of profits or revenue.”

We also request that Section 2.6.5 of Exhibit A be modified in accordance with the suggested wording above. Recognizing the benefit for both the Contractor and the Customer, it is of common practice in the rail industry to exclude special, indirect, incidental or consequential damages. To that effect and as an example, the FDOT Contract BDS56 contains such terms.

Response: The Standard Written Agreement and the Scope of Services will remain as

written.

179. Section 6 B Standard Written Agreement - B. If the Department determines that the performance of the Vendor is not satisfactory, the Department shall have the option of (a) immediately terminating the Agreement, or (b) notifying the Vendor of the deficiency with a requirement that the deficiency be corrected within a specified time, otherwise the Agreement will be terminated at the end of such time, or (c) take whatever action is deemed appropriate by the Department.

To add at the end of 6 B Standard Written Agreement: B. If the Department determines that the performance of the Vendor is not satisfactory and constitutes a material breach of the Agreement, the Department shall have the option of (a) immediately terminating the Agreement, or (b) notifying the Vendor of the deficiency with a requirement that the



deficiency be corrected within a specified time, otherwise the Agreement will be terminated at the end of such time, or (c) take whatever action is deemed appropriate by the Department. Notwithstanding the foregoing, the Department will provide the Vendor with an opportunity to cure before terminating for unsatisfactory performance as provided in Rule 60A-1.006 (3), F.A.C. The termination for default procedure should contain notice requirements with a minimum delay to cure, which equitably will provide Contractor with the opportunity to take steps to remedy its default. We believe that to terminate the contract without first providing a reasonable period of time to take steps to remedy the default would deprive the party in default of its right to fundamental fairness, and would create insecurity in the relationship between the parties, thereby jeopardizing the successful performance of the services. Moreover, for similar reasons, a default that entitles the parties to terminate the contract shall have a significant impact and we suggest that it should be referred to as “a material breach of the contract”. As stated above and in accordance with industry practices prior to termination for a material default, the party in default shall be given the opportunity to cure. Time to cure the default and process should be in accordance with the Florida Administrative Code. It should be noted that the FDOT Contract BDS56 contains the suggested wording on the opportunity to cure.

Response: The Standard Written Agreement will remain as written. 180. Section 1F of Standard Written Agreement and Exhibit A – Scope of Services

(sections 2.3.5.3, 2.4.2 and 3.6) - First sentence of Section 1F of Standard Written Agreement “All services shall be performed by the Vendor to the satisfaction of the Director who shall decide all questions, difficulties, and disputes of any nature whatsoever that may arise under or by reason of this Agreement, the prosecution and fulfillment of the services hereunder and the character, quality, amount of value thereof; and the decision upon all claims, questions, and disputes shall be final and binding upon the parties hereto. (…)”

To modify the at the Section 1F Standard Written Agreement as follow: “All services shall be performed by the Vendor to the satisfaction of the Director who shall decide all questions, difficulties, and disputes of any nature whatsoever that may arise under or by reason of this Agreement, the prosecution and fulfillment of the services hereunder and the character, quality, amount of value thereof; and the decision upon all claims, questions, and disputes shall be final and binding upon the parties hereto, subject to the Vendor’s right to submit any decision of the Director on any claim, difficulty, question or dispute to a court of the jurisdiction of Florida for a de novo and ab inicio review. (…)”



We also request that the other sections of Exhibit A referring to final determination by the Department, such as but not limited to sections 2.3.5.3, 2.4.2 and 3.6, be modified in accordance with the suggested wording above. Considering Section 8 F of the Standard Written Agreement, it is understood that the decision of the Director or any other representative of the Department constitutes a “first instance” decision and that the Contractor will have a right to a de novo review either through arbitration or in a court of the jurisdiction of Florida should the Contractor disagree with an administrative decision given by the Department’s employee following the appeal from the Contractor. This would allow a determination by an independent third-party. To that effect and as an example, the FDOT Contract BDS56 does not contain such terminology relating to final determination.


issued.

181. Section 4B of Standard Written Agreement - Based on the RFP terms, the contractor assumes that it will have to cover the goods under its care, custody and control. Please confirm.

As such, it is also assumed that the Department will provide property insurance for the entire system and will be adding the contractor as additional insured and provide the contractor with a waiver of subrogation. Please confirm. Even though no reference is made to property insurance in the current RFP, the contractor should be covered for property damages given the type of project and it is then essential to clarify who is responsible to cover what to ensure the risk of both parties and to ensure that the financial impacts remain well balanced.

Response: The contract speaks for itself. 182. Section 4B (7) of Standard Written Agreement - Section 4B (7) of Standard

Written Agreement: “(7) Submission and Approval of Policies; Termination: Certificates of insurance (and other evidence of insurance requested by the Department) for each required policy shall be provided by Vendor at the time of Contract execution. Vendor shall provide all insurance policies in such form and with insurers that are acceptable to the Department. Keep such insurance in force, in the full amount specified herein, until this contract is ended. It is understood that since detailed insurance certificates are to be provided to the Department, the policies will not be required. Please confirm.



Insurance policies constitute sensitive information that can impact and/or impair future tenders as well as other activities of corporations. Since such information is not necessary for a customer to ensure the required coverage of a contractor as certificates demonstrate the essential aspects for the customer to ensure the adequate coverage, this requirement would not have benefit to the customer, but could negatively affect the contractor.

Response: The contract speaks for itself. 183. Section 1 C Standard Written Agreement - All tracings, plans, specifications,

maps, computer files, and reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, shall be the exclusive property of the Department without restriction or limitation on their use and shall be made available, upon request, to the Department at any time during the performance of such services and/or upon completion or termination of this Agreement. Upon delivery to the Department of said document(s), the Department shall become the custodian thereof in accordance with Chapter 119, Florida Statutes. The Vendor shall not copyright any material and products or patent any invention developed under this Agreement. The Department shall have the right to visit the site for inspection of the work and the products of the Vendor at any time. To add the following to the Section 1C Standard Written Agreement: All tracings, plans, specifications, maps, computer files, and reports prepared or obtained under this Agreement exclusively at the cost of and exclusively for the benefit of the Department, as well as all data collected, together with summaries and charts derived there from exclusively at the cost of and exclusively for the benefit of the Department, shall be the exclusive property of the Department without restriction or limitation on their use and shall be made available, upon request, to the Department at any time during the performance of such services and/or upon completion or termination of this Agreement. Upon delivery to the Department of said document(s), the Department shall become the custodian thereof in accordance with Chapter 119, Florida Statutes. Tracings, plans, specifications, maps, computer files, and reports that contain or are based on intellectual property that is owned by entities other than the Vendor or Department or that contain or are based on intellectual property that was created by Vendor prior to this Agreement shall not be deemed to be prepared or obtained under this Agreement exclusively at the cost of and exclusively for the benefit of the Department, regardless of whether the final product is prepared for the Department only, and shall be used by the Department only pursuant to the license granted below. The Vendor shall not copyright any material and products or patent any invention developed under this Agreement. The Department shall have the right to visit the site for inspection of the work and the products of the Vendor at any time exclusively at the cost of and exclusively for the benefit of the Department. As to all other intellectual property prepared, used or otherwise connected in any way with this



Agreement, the Department shall have a perpetual, irrevocable, royalty free, non-exclusive license for the use thereof in connection with the commodities and services procured pursuant to this Agreement in order to repair, operate and maintain, which license shall be deemed assigned to any other entity to whom the commodities may hereafter be conveyed. As most documentation produced will be based on existing intellectual property that is owned by the contractor, all intellectual property rights should remain the property of the contractor. Therefore, the Proposer kindly suggests that a non-exclusive license be offered to the Florida Department of Transportation to use such license to operate, repair and maintain the goods detailed under the scope of work, the whole at no cost. To that effect and as an example, the FDOT Contract BDS56 contains such terms.

Response: The Standard Written Agreement will remain as written.

184. 4 (a) (b) (c) and (d) PUR 1000 - (a) Quantity Discounts. Contractors are urged to

offer additional discounts for one time delivery of large single orders. Customers should seek to negotiate additional price concessions on quantity purchases of any products offered under the Contract. State Customers shall document their files accordingly. (b) Best Pricing Offer. During the Contract term, if the Customer becomes aware of better pricing offered by the Contractor for substantially the same or a smaller quantity of a product outside the Contract, but upon the same or similar terms of the Contract, then at the discretion of the Customer the price under the Contract shall be immediately reduced to the lower price. (c) Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. A Contractor shall submit to the Contract Specialist A-1.3 documentation identifying the proposed (1) starting and ending dates of the promotion, (2) products involved and (3) promotional prices compared to then-authorized prices. Promotional prices shall be available to all Customers. Upon approval, the Contractor shall provide conspicuous notice of the promotion. (d) Trade-In. Customers may trade-in equipment when making purchases from the Contract. A trade-in shall be negotiated between the Customer and the Contractor. Customers are obligated to actively seek current fair market value when trading equipment, and to keep accurate records of the process. For State agencies, it may be necessary to provide documentation to the Department of Financial Services and to the agency property custodian pursuant to Chapter 273, F.S. Please delete Section 4 (a) (b) (c) and (d) PUR 1000



Provided this Contract will be the result of a complete procurement process and given the complexity of scope of work for this operation and maintenance project, these subsections should not be applicable. To that effect and as an example, such section was deleted from FDOT Contract BDS56.

Response: The response to this question will be provided at a later date. 185. Section 1 B and 1 F of the Standard Written Agreement –

Section 1B: Before making any additions or deletions to the work described in this Agreement, and before undertaking any changes or revisions to such work, the parties shall negotiate any necessary cost changes and shall enter into an Amendment covering such work and compensation. Reference herein to this Agreement shall include any amendment(s). Last sentence of Section 1F: Adjustments of compensation and contract time because of any major changes in the work that may become necessary or desirable as the work progresses shall be subject to mutual agreement of the parties, and amendment(s) shall be entered into by the parties in accordance herewith. For clarity purposes, Vendor proposes to delete the last sentence of Section 1 F of the Standard Written Agreement and make the following modification to Section 1B of the Standard Written Agreement: “Before making any additions or deletions to the work described in this Agreement, and before undertaking any changes or revisions to such work, the parties shall negotiate any necessary cost changes and shall undertake any reasonable efforts to come to/enter into an Amendment covering such work and compensation. Reference herein to this Agreement shall include any amendment(s).” The first reason why a modification is required is to avoid contradiction between the two sections. Also, the change that the parties undertake to discuss shall not be limited to cost, but should also cover any impact on schedule, performance requirement and any other aspect. Finally, the parties will make reasonable effort to achieve their goal of an Amendment. To that effect and as an example, the FDOT Contract BDS56 does not contain the equivalent of Section 1F and the terminology of Section 1B reads as the suggested terms above.

Response: A dispute resolution process is under review and an addendum may or may not be issued.

186. Section 7B of Standard Written Agreement - B. Select the appropriate box:

[ ] The following provisions are not applicable to this Agreement. [ X] The following provision is hereby incorporated in and made a part of this Agreement:



It is expressly understood and agreed that any articles that are the subject of, or required to carry out this Agreement shall be purchased from a nonprofit agency for the blind or for the severely handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same procedures set forth in Section 413.036(1) and (2), Florida Statutes; and for purposes of this Agreement the person, firm, or other business entity (Vendor) carrying out the provisions of this Agreement shall be deemed to be substituted for the state agency (Department) insofar as dealings with such qualified nonprofit agency are concerned. [ X] The following provision is hereby incorporated in and made a part of this Agreement: It is expressly understood and agreed that any articles which are the subject of, or required to carry out this Agreement shall be purchased from the corporation identified under Chapter 946, Florida Statutes, in the same manner and under the procedures set forth in section 946.515(2) and (4), Florida Statutes; and for purposes of this Agreement, the person, firm, or other business entity (Vendor) carrying out the provisions of this Agreement shall be deemed to be substituted for this agency (Department) insofar as dealings with such corporation are concerned. The "corporation identified" is Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Available pricing, products, and delivery schedules may be obtained by contacting:

PRIDE Enterprises 12425 - 28th Street, North St. Petersburg, Florida 33716-1826 Telephone: (800) 643-8459

[X] This Agreement involves the expenditure of federal funds and Section 946.515, Florida Statutes, as noted above, does not apply. However, Exhibit “C”, Required Contract provisions for Federal Transit Administration Federal Aid Contract is applicable to all parties and is hereof made a part of this Agreement. It is our understanding that in this case only the last box should be checked, and the only provisions that we should take into account for the contract are the ones that are expressed in the Exhibit “C”, Required Contract provisions for Federal Transit Administration Federal Aid Contract. Please confirm.

Response: That is not correct. The correct boxes are checked. 187. Section 2.8.5 of Exhibit A – Scope of Services - Section 2.8.5 (a) 1 should be

deleted. Section (b) 1. should be revised as follows:



The damaged asset is not insured by the Department under the Insurance Program (or the Department does not make a claim on the insurance coverage) and Costs are in excess of $1,000,000.00. In this situation the Department may will be responsible to reimburse the O&M Firm for any Costs incurred in excess of $1,000,000.00, except for Costs incurred as a result of O&M Firm’s fault. Under these circumstances the Department retains its rights to pursue recovery against any and all parties for the amount of any reimbursement made to the O&M Firm in excess of $1,000,000.00 (hereinafter Reimbursement). The Department and O&M Firm agree to coordinate their pursuit of recovery of their respective Costs and Reimbursement from the responsible parties, and not to execute any documents or take any actions which would impair or limit the other’s right to recovery. The Department and O&M Firm may enter into an agreement for sharing attorney’s fees and litigation costs. The Department and O&M Firm agree to share any recovery on a pro-rata basis based upon their respective Costs and Reimbursement, in accordance with Florida law, unless otherwise agreed to in a separate writing. Section (d) 1. should be revised as follows: The damaged asset is insured by the Department under the Insurance Program (and the Department makes a claim for insurance coverage) and Costs are in excess of $1,000,000.00. In this situation the Department may will be responsible to reimburse the O&M Firm for any Costs incurred in excess of $1,000,000.00, except for Costs incurred as a result of O&M Firm’s fault. Under these circumstances the Department retains its rights to pursue recovery against any and all parties for the amount of any reimbursement made to the O&M Firm in excess of $1,000,000.00 (hereinafter Reimbursement) and the insurance company retains a subrogated interest in the recovery against any and all responsible parties to the extent of its payment for coverage under the appropriate policy (Coverage). The Coverage may include damages other than the Costs incurred by the O&M Firm. The O&M Firm is authorized to pursue recovery against any and all parties responsible for Costs caused by damage to the Service Property to the extent permitted by law. The Department will assist the O&M Firm as necessary and will confirm the O&M Firm’s authorization to pursue recovery. The Department and O&M Firm agree to coordinate their pursuit of recovery of their respective Costs and Reimbursement with the Insurance Company and its claim for Coverage from the responsible parties, and not to execute any documents or take any actions which would impair or limit the others’ right to recovery in accordance with Florida law. The Department, O&M Firm and Insurance Company may enter into an agreement for sharing attorney’s fees and litigation costs, otherwise each will bear its own fees and costs. The Department, O&M Firm and Insurance Company



agree to share any recovery on a pro-rata basis based upon their respective Costs, Reimbursement and Coverage in accordance with Florida law, unless otherwise agreed to in a separate writing. O&M Firm should be reimbursed by the Department, as contracting party, except for Costs resulting from O&M Firm’s fault, without distinction between Costs below, equal or above $1,000,000.00. The distinction creates an inordinate risk for the O&M Firm, namely by imposing on O&M Firm to claim on its own with the obligation to assume legal expenses for amounts less than, or equal to, $1,000,000.00, for Costs resulting from actions or inactions of another party.

Response: The scope of services will remain as written.

188. Section 2.8.6 of Exhibit A – Scope of Services - 2.8.6 Financial Relief for Severe

Incidents For any single incident, the Department will reimburse the O&M Firm for any damage repair construction costs in excess of $1,000,000.00. Such financial relief for severe single incidents does not apply if the incident was caused, created, or magnified by the O&M Firm’s failure to fully perform as required by this O&M Services agreement. For any single incident, the Department will reimburse the O&M Firm for any damage repair construction costs in excess of $1,000,000.00. Such financial relief for severe single incidents does not apply to costs incurred as a result of if the incident was caused, created, or magnified by the O&M Firm’s failure to fully perform as required by this O&M Services agreement. The financial threshold of 1,000,000.00 results in O&M Firm having to assume the costs below 1,000,000.00. This creates a financial burden for the O&M Firm for costs resulting from actions or inactions of another party. Further, the exclusion linked to O&M Firm’s failure to perform, should be commensurate to such failure.

Response: The scope of services will remain as written. 189. Tax Clause: Please consider replacing the current language with the following:

The fees stated herein do not include the amount of nay sales, use, goods, and services, value added, withholding, excise tax or any changes or fees which may be imposed, by any government authority in connection with the delivery of the work or services. Any applicable taxes shall be payable in addition and shall be identified separately on the invoice.



Response: Question is vague. Not clear which clause is requested to be replaced. 190. Will FDOT consider including a change in law clause, where O&M Contractor is

reimbursed for increases to its costs that are imposed as a result of changes in applicable law (and which are beyond its control)?

Response: The contract speaks for itself. 191. 4.2 – Please explain how the O&M firm can control the use of materials for work

that Amtrak is carrying out with respect to the mechanical services? Response: The O&M Firm shall inspect the vehicles after each maintenance appointment at

Amtrak. Amtrak shall enter the materials used after each appointment. The O&M Firm shall monitor the materials stated as used by Amtrak.

192. Please consider extending the validity date to ask questions to December 20 so

there is sufficient time to go through the supplemental information on the CD provided.

Response: The date for questions will not be revised. 193. How are interface agreements managed effectively if the agreement is between

the Department and Amtrak, but materially could affect the O&M firm in the performance of its obligations, especially in regards to mechanical services?

Response: The scope will not be revised. 194. RFP Section 2.3.5.1 b) states: The removal of graffiti shall be prioritized by the

Department but in every case graffiti containing ethnic, racial, obscene or otherwise offensive content shall be removed immediately upon notification or discovery. Will the Department implement an appropriate response time (eg. 4 hours) for offensive graffiti?

Response: Offensive graffiti removal time shall be determined by the Department and the

successful O&M Firm. 195. RFP Section 2.3.5.2 Inspection a) 4) states: Department staff, without limitation,

may make unannounced inspections with the O&M Firm's track inspector. With 48 hours' prior notice from the Department, the O&M Firm may expect and shall provide up to 12 hi-rail inspection trips per year. Due to advanced maintenance planning and availability of hi-rail vehicles and access, will the Department extend the notice period to 96 hours, such as not to impact planned maintenance works/track access?



Response: No. 196. RFP Section 2.3.5.2 Ties and Timber e) states: Tie replacement incidental to other

work including but not limited to grade crossing replacement, switch panel replacement, joint ties on side tracks to the property line, and wreck repair shall be included in the Lump Sum Price and are in addition to the Tie Maintenance Program and the spot replacement ties. Wreck repair due to a Third Party cannot be estimated and will lead to additional risk provisions in O&M responses. It is also covered to under 2.8.5. Will the Department remove "wreck repair" from this provision?

Response: No. 197. RFP Section 2.3.5.2 Rights Of Way c) states: The O&M Firm shall remove all

trash, debris and animal carcasses immediately, and in no event longer than 24 hours after discovering same or receiving notice from the Department of the existence of same. Industry standards are to remove trash and debris weekly. Will the Department remove "trash and debris" from this clause?

Response: No. 198. RFP Section 2.3.5.2 Rights Of Way l) states: Rights-of-way fences and fence

gates shall be kept well maintained. Holes discovered in right-of-way fences shall be repaired immediately upon discovery or upon notification by the Department. Will the Department implement an appropriate response time (eg. 24 hours) for repair of fences?

Response: No. 199. RFP Section 2.3.5.2 Other Track Maintenance and Repair e) states: Repair of

damages to Rail Line caused by derailments or other accidents where such repairs are within the limits of the Service Property or otherwise described above or elsewhere in the Agreement. The O&M Firm shall develop and enter into an agreement for an "on-call" derailment and emergency response contractor with the term, scope and price structure of the agreement subject to Department approval. Will the Department confirm whether the costs of the "on-call" derailment contractor are included in the Lump Sum Price?

Response: The response of the On-Call contractor for emergencies is Extra Work. 200. RFP Section 2.3.5.3 Overhead and Undergrade Railroad Bridge Maintenance c)

states: Major structural repairs to any CFRC structures are not included in the Lump Sum Price, with the exception of damage caused in whole or in part by the actions of the O&M Firm. Can the Department confirm that the O&M Firm is



only responsible for costs associated with their actions when damage is caused 'in part' by the actions of the O&M Firm?

Response: Confirmed. 201. RFP Section 2.3.5.7 states: The Department reserves the right to transfer

management or procurement responsibility for some or all of the O&M Firm-managed materials, parts and services to the Department; approve the method, software, part numbers, forms, etc. used in maintaining inventory; or implement its own inventory management system during the term of the O&M Agreement. Will the Department confirm that if this clause is implemented that any clauses associated with inventory and procurement in the RFP for the O&M Firm no longer apply, and that any penalties related to availability of parts are removed from the RFP?

Response: Penalties associated with work removed from the contract will be removed at the

time the work component is removed. 202. RFP Section 2.3.5.9 Inspection and Compliance of Others' Work states: The

O&M Firm shall ensure the safety compliance of all work done on the service property by third-party contractors. Will the Department confirm that the O&M Firm is responsible to ensure a Third Party has adequate safety training and permits to work, and this is considered 'ensur[ing] safety compliance'?

Response: Confirmed. 203. RFP Section 2.3.5.9 Inspection and Testing of O&M Firm’s Equipment states:

The O&M Firm shall inspect, test and certify other contractors' equipment used as a part of the Department's construction and third-party projects. The purpose shall be to determine whether the equipment is in a satisfactory condition to operate safely on the Service Property, including, but not limited to, compliance with all FRA requirements. Can the Department confirm that the intent is for the O&M Firm to complete an inspection to the Department's procedure and submit a record with recommendation to the Department, and not to take responsibility for the contractors’ equipment?

Response: Confirmed. 204. RFP Section 2.3.5.9 Locating and Marking Underground Facilities states: The

O&M Firm shall locate all underground railroad facilities that exist at or near the area of other contractors' work performed as a part of the Department's construction and third-party projects. The O&M Firm shall perform such services in advance of other contractors' work, and the O&M Firm shall clearly identify the location of all facilities by markings on the ground. The O&M Firm will help support the Department in developing "As-Builts" for underground facilities at



various locations. The DBM Firm should supply "As-Builts" for underground facilities throughout the alignment, determined by their works. The O&M Firm can maintain these drawings and update them as changes are made, and supply a Third Party contractor with copies of these drawings. As the Third Party contractor will likely need to update the drawings in the area they are performing works, this is an efficient solution, allowing for a more value based solution from the O&M Firm. Can the Department confirm this is an acceptable solution?

Response: The O&M Firm shall be responsible for maintaining the updated drawings to

reflect the Third Party construction. 205. RFP Section 2.3.5.10 states: The O&M Firm can review works performed by

others, however requiring the O&M Firm to ensure the compliance of the works of others will require significant risks that will be priced into the Lump Sum Price. Will the Department consider changing the clause to the O&M Firm will review the work and submit a report to the Department on the works? Additionally, the O&M Firm cannot accept liability for Third Party works, and that should be covered by the Department's insurance, can the Department confirm?

Response: This statement is not in Section 2.3.5.10. Please clarify the question. 206. RFP Section 2.4.4.2 Fare Inspection states: The O&M Firm shall be responsible

for onboard (or other locale) verification of proper fare instruments required of customers. Can the Department confirm that the Conductor will not be responsible for any payment processing, and will only verify tickets or passes and issue citations?

Response: Confirmed. 207. RFP Section 2.5.2 states: As a component of the Customer Service Plan, the

O&M Firm shall provide the operations and maintenance of a customer service desk. What are the anticipated hours for customer service desk operation?

Response: The Customer Service Desk shall be operational 24/7. The O&M Firm shall

determine the staffing requirements and include these in the Technical Proposal and Price Proposal.

208. RFP Section 2.5.7.1 Station Announcements and Electronic Messages states: The

O&M Firm shall immediately inform customers of all train arrivals, departures, platform assignments, destinations, and intermediate stops through Public Address systems at the stations. Will the Department confirm if any of these messages are automated through the signaling system?

Response: None are automated.



209. RFP Section 2.6 states: While the O&M Firm will not be required to procure a

new RMIS, the O&M Firm will need to develop modules consistent with the requirements defined in Section 2.6.6 for a fully integrated RMIS. Can the Department confirm that the current RMIS is not a commercial off the shelf (COTS) product, and has been developed by the DBM Firm? Can the Department also confirm that the ownership of the current RMIS is solely the Department's?


Software, RailDOCS, and Microsoft Office. 210. RFP Section 2.6.2.1 states: The O&M Firm shall provide suitable environmental

controls specifically for computer operational requirements within the OCC... The O&M Firm shall be responsible for providing adequate UPS units capable of providing surge protection and configured to perform automatic clean shutdown of hardware in the event of a power failure lasting longer than five (5) minutes. As the hardware and OCC are provided by the DBM Firm, can the Department confirm that the DBM Firm will install equipment to control the rooms for operational requirements, and UPS' for the existing hardware, such that the O&M Firm requires to supply UPS backup only for additional computer equipment? Additionally, can the Department confirm what systems are shut down in 5 minutes, as the TMOP states the railway is to continue operations during power failures?

Response: Confirmed environmental controls and UPS are provided to the O&M Firm. The

OCC is provided with a generator backup power source and no additional UPS is required to be provided by the O&M.

211. RFP Section 2.6.2.5 states: All software developed by the O&M Firm or on behalf

of the O&M Firm as part of this contract shall be considered “Work Made for Hire” and shall be sole possession of the Department. The source code and all related documentation for this software shall be delivered to the Department within 30 days of installation. If the development of software is subcontracted by the O&M Firm, the requirement for sole possession of the source code to be transferred to the Department will limit the choice of subcontractors and increase the costs. Are the Department willing to allow for an Escrow agreement for the RMIS modules to follow the agreement format of 'Exhibit "D"' of the RFP?

Response: No. 212. RFP Section 2.6.5.1 states: The Software and the Third Party Software are free of

any defects in workmanship, and shall remain in a State of Good Repair. The O&M Firm cannot guarantee Third Party COTS software is free from defects, will the Department consider removing this clause?



Response: No. 213. RFP Section 2.6.6.4 states: A Maintenance Management System shall be included

as part of the Fleet Management System. The MMS shall provide the following: • The MMS shall become the property of the Department.

It may be more economical to purchase a COTS MMS. If this is the case, can the Department confirm that the software will not become the property of the Department, and the licensing will follow the rules governed by 2.6.2.5?

Response: An addendum will be issued permitting the MMS to be Third Party Software. 214. RFP Section 2.9 states: Full-Service Ticket Vending Machine (FSTVM) that will

accept both cash and credit/debit cards for payment and issue change. Can the Department confirm that the O&M Firm is not responsible for emptying the cash from the FSTVMs?

Response: Confirmed. 215. RFP Section 2.9.1 states: The O&M Firm shall replenish printer paper, smart card

storage units and empty recirculating units. Smart card storage shall be replenished for all TVMs no less than two times per week. The Department shall furnish contactless smart card and ticket stock. Can the Department confirm whether there are electronic notifications to the VSMF for replenishment of paper, smart cards etc.?

Response: There are no electronic notifications to the VSMF. 216. RFP Sections 4.4 and 4.5 outline Preventive Maintenance and Vehicle

Maintenance Service Standards to be performed by the O&M Firm and Amtrak. Can the Department confirm that the O&M Firm is responsible for managing all vehicle maintenance, but that all maintenance, whether preventive or corrective, that requires more than two hours to perform will be performed by Amtrak? Can the Department also confirm that the equipment manufacturers will provide job plans outlining the time to complete maintenance tasks on their vehicles, and that these times are to be used in determining the responsibility for the performance of the work?

Response: Confirmed, with the exception of the 42-day maintenance which is to be

completed by the O&M Firm. 217. RFP Section 15.1 states: An on-time train is a scheduled revenue train that arrives

at its final destination no more than one minute early or five minutes later than its scheduled arrival time or the lateness is a result of circumstances not under the O&M Firm’s control and/or influence, as determined by the Department. Will the Department consider removing the statement that a train arriving more than one



minute early is not on-time, with the caveat that a train may not depart its station prior to the scheduled departure time?

Response: Yes, the Department will consider this request. 218. RFP Section 15.1.1.2 states: The O&M Firm must notify the COO within 10

minutes following any train delay, or foreseen delay, in excess of ten (10) minutes with a status of the operational situation and preliminary cause of the delay. Can the Department confirm that 10 minutes is the delay time to notify the COO, and that section 2.8.8.1 should read a 'Service Disruption' instead of a 'Service Delay' to require COO notification?

Response: Note that there is no Section 2.8.8.1. The statements in Section 2.8.1 that refer to

Service Delay are correct. 219. RFP Section 15.2.2.1 states: O&M Firm shall be assessed liquidated damages, for

each day in which a trainset is determined to be defective and not available for its next revenue service trip as determined by the COO. Liquidated Damages are listed in Table 15-2. Damages are usually assessed to the O&M Firm for causing detrimental affects to Service. Will the Department consider revising the statement to "O&M Firm shall be assessed liquidated damages, for each day in which the required number of trainsets to perform full Service is not available"?

Response: No. 220. RFP Table 15-2, Liquidated Damages for Safety and Reliability Feature Defects,

and Table 15-3, Liquidated Damages for Amenity and Comfort Feature Defects, list damage amounts for defects. Will the Department confirm that the damages will be attributed to the O&M Firm only when the cause of the defect is within their remit?

Response: No. 221. RFP Section 15.2.2.3 states the O&M Firm shall be assessed liquidated damages

of $500 per day for each coach that the Department finds dirty at that day’s service initiation. As the train exterior can only be washed on Saturday at the Amtrak facility, can the Department confirm that the intent is for interior cleanliness?

Response: Confirmed. 222. RFP Table 15-4, Liquidated Damages Maintenance Non-Compliance, list damage

amounts for defects on Service Property. The O&M Firm shall respond to a notification (electronic, by radio, or customer communication) of defective station equipment in a reasonable and efficient manner. There is no response time



provided for in 15.2.2.4. Will the Department consider assessing damages after a response time of 18 hours?

Response: Response time shall be three (3) hours. 223. RFP Section 16.1 states: The O&M Firm shall coordinate with the COO in the

procurement of any permits that must be obtained by either the Department or O&M Firm, including without limitation, preparation of permit applications and preparing responses to questions and comments on the permit applications. The O&M Firm will be responsible for modifications or improvements to the physical infrastructure of the Service Property as related to permits, certificates and licenses. The O&M Firm shall provide any recommendations, as appropriate, to facilitate compliance with environmental regulations, or the requirements of the permits, certificates, or licenses. Will the Department confirm that any major works required due to existing conditions will be considered Extra Work when applying for permits, certifications and licenses?

Response: Confirmed.

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